CSR DATA

 

 

CSR policy encompasses the company’s philosophy for delineating its responsibility as a corporate Citizen and lays down the guidelines and mechanisms for carrying out socially useful activities/ projects and programmes for the welfare and sustainability, development of the community at large. The Company is since its inception has been responsible to society and has undertaken activities which promote various social and charitable objectives.
 

Ethics, Transparency & Accountability:

The Company is committed to maintaining ethical values, transparency and accountability. Further, the Company will not engage in business practices that are abusive, unfair and corrupt.

 

CSR Activities:

The company may undertake / fund projects, programs or activities of the following nature and also undertake such other activities as may be approved by the board as falling under schedule VII of the Act 2013.

1. Rural Development Projects
2. Health and Wellness
3. Education
4. Poverty & Hunger Eradication Programmes
5. Disaster Relief
6. Environment
7. Technology

 

CSR Spending:

At least 2 per cent of the average net profit of the preceding three financial years is to be spent on CSR activities every year by the Company. In case the Company spends an amount in excess of the requirement, then the Company may set off such excess amount against the requirement to spend in the immediately succeeding three financial years.

 

Composition of CSR Committee:

The Company has constituted a CSR Committee and the members consisted of:

1. Mr. Sabu Cherian – Chairman
2. Mr. Sen Cherian – Member
3. Mr. Sibu Cherian- Member

The Board of Directors of the Company may re-constitute the Committee, as and when required to do so. The Committee shall exercise powers and perform the functions assigned to it by the Board of Directors of the Company pursuant to section 135 of the Companies Act, 2013 and CSR Rules notified with regard thereto.

 

Role of CSR Committee:

 The CSR Committee constituted in pursuance of Section 135 of the Companies Act, 2013 shall be required to carry out the following activities

 

1. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII;
2. Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
3. Monitor the Corporate Social Responsibility Policy of the Company from time to time
4. Formulation of Annual Action Plan, in accordance with CSR Policy

 

Formulation of Annual Action Plan

 

The CSR committee shall formulate and recommend to the Board an Annual Action Plan in pursuance of this Policy, which shall be the road map for the implementation of CSR projects approved by the Board of Directors. The Annual action plan shall include the following:

 

1. the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
2. the manner of execution of such projects or programmes as specified in sub-rule (1) of rule 4 of the Companies (Corporate Social Responsibility Policy) Rules, 2014;
3. the modalities of utilisation of funds and implementation schedules for the projects or programmes;
4. monitoring and reporting mechanisms for the projects or programmes; and
5. details of need and impact assessment, if any, for the projects undertaken by the company

 

The Board may alter the annual action plan at any time during the financial year, as per the recommendation of its CSR Committee, based on the reasonable justification to the effect. The Board has the power to extend, the time period of any project that was initially not approved as a multi-year project, beyond one year and the same shall be considered as an “Ongoing Project”.

 

CSR through Company/ Trust/ Society

 

The Company may undertake CSR activities either on its own or any other Trust/ Society/ Company/Entity as may be decided by the Board.

 

The entities undertaking the CSR activities on behalf of the Company shall be in compliance with sub-rule (1) and (2) rule 4 of the Companies (Corporate Social Responsibility Policy) Rules, 2014

 

Disclosures in the Annual Report of the Board

 

The Annual Report of the Company shall include an annual report on CSR activities in the format annexed to rules framed under Section 135, which shall include, inter alia, the following information:

 

• The composition of the CSR
• The details of the CSR Policy developed and implemented and the initiatives taken during the year
• If the company fails to spend the CSR amount as prescribed by the Companies Act, of 2013, the reason for not spending the required amount

 

Display of CSR Policy on the website:

 

The CSR Policy and composition of the CSR Committee shall be placed on the website of the Company for public access.

 

Surplus arising out of CSR Activities:

 

Surplus arising out of CSR activities, if any, shall not form part of the business profit of the company.

 

Amendment to the Policy:

 

The Board of Directors on the recommendation of the CSR committee can amend its policy as and when required deemed fit. Any or all provisions of CSR Policy would be subjected to revision/ amendment in accordance with the regulations on the subject as may be issued from relevant statutory authorities, from time to time.

VIGIL MECHANISM AND WHISTLE – BLOWER POLICY

PREFACE

Marymatha Infrastructure Private Limited is committed to conducting business with integrity and in accordance with all applicable laws and regulations. The expectations of the company with respect to business ethics are contained in the code of conduct (“the Code”).

A vigil mechanism provides a channel for employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or regarding any Policy of the Company.

Employees are required to report actual or suspected violations of applicable laws and regulations and code of conduct and the Company has an obligation to ensure that there is a procedure in place to enable the reporting of such violations.

REGULATORY REFERENCES

Section 177(9) of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 requires every listed company/companies which accept deposits from the public and companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees to establish a vigil mechanism for Directors and Employees to report their genuine concerns about unethical behaviour/misconduct/actual or suspected frauds/violation of code conduct.

THE POLICY/CODE OF CONDUCT

MARYMATHA INFRASTRUCTURE PRIVATE LIMITED (“the Company”) is committed to adhering to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of any nature whatsoever, or fear of any unfair treatment. Considering the interest of all its well-wishers, and employees, who want to report genuine concerns within the organization, the company implements the Vigil Mechanism/Whistle Blower Policy (“the Policy”)

The Company has adopted a Code of Conduct (“the Code”), which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the Code, however insignificant or perceived as such, would be a matter of serious concern for the Company. Vigil Mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the Chairperson of the Committee in appropriate or exceptional cases.

AMENDMENT

The Board reserves its right to amend or modify this mechanism in whole or in part at any time. However, no such amendment or modification shall be inconsistent with the applicable provision of Companies Act, 2013 and any law for the time being in force.

SCOPE

The Vigil Mechanism and Whistle Blower policy (the “Policy”) sets out the procedure to be followed when making disclosure. This policy applies to all employees, regardless of their location. Violations will result in appropriate disciplinary action. The employees are required to familiarize themselves with this policy, seek and advice from the head of department, HR of the Company, if any questions arise.

All Employees and Directors of the Company who are associated with the company can raise concerns regarding malpractices and events which may negatively impact the company.

APPLICABILITY

The policy is approved by the Board vide its resolution dated 25.10.2019 and shall be effective from 01.11.2019.

DEFINITIONS

“Code of Conduct” means the code of business conduct and ethics as detailed in the Employee Handbook.

“Employee” means any Employee or Director of Marymatha Infrastructure Private Limited or its sister concerns.

“Committee” means a Committee designated by the Board to handle the complaints and resolution process of Protective Disclosures.

“Policy or This Policy” means, “Vigil Mechanism Policy”

“Protected Disclosure” means the disclosure of a Reportable Matter in accordance with this policy.

“Reportable Matter” means a genuine concern relating to actual or suspected: