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CSR Policy

Background:

This Corporate Social Responsibility Policy has been formulated and recommended by the CSR Committee to the Board of Directors of the Company and was duly adopted by the Board. This Policy lays down the primary vision of the Company with regard to its CSR activities. The Company may change this Policy from time to time in accordance with law and in accordance with the needs of the Company.

This Policy shall be applicable to all CSR projects/program/activities undertaken by the Windsor Machines Limited in India as per Section 135/Schedule VII of the Act and Rules made thereunder.

Definitions:

Unless the context otherwise requires, the following terms/abbreviations used herein shall have the meaning respectively assigned to them as follows.

“Act” shall mean the Companies Act, 2013, as amended from time to time

“Board” shall mean the Board of Directors of Windsor Machines Limited.

“Committee” or “CSR Committee” shall mean a Committee of the Board set up in accordance with, and to carry out such functions as prescribed under the Act/Rules in connection with CSR.

“Company” shall mean Windsor Machines Limited.

“CSR” shall mean Corporate Social Responsibility as understood under the Companies Act, 2013, and Rules made thereunder as amended from time to time.

“CSR Policy” or “Policy” shall mean this Corporate Social Responsibility Policy.

“Rules” shall mean the Companies (Corporate Social Responsibility) Rules, 2014.

Except as above, definitions and abbreviations as provided in the Act and the Rules shall apply to this Policy.

Company Philosophy for CSR Policy:

The Companies Act, 2013 has formally introduced the concept and requirement Corporate Social Responsibility for specified companies. The Company welcomes the same and expresses its willingness and support to the CSR concept, its legal framework and shall abide by it.

CSR Committee:

The CSR Committee will be formed among the Board of Directors of the Company. It shall consist of at least one Independent Director (or such other constitution as prescribed by law from time to time). The CSR Committee shall carry out such functions as prescribed under Section 135 of the Act and the Rules. Generally, the CSR committee shall be responsible for preparing the draft of the CSR policy and recommending the same to the Board. It shall also study prospective CSR activities/projects and give suggestions to the Board. Further, it shall also be responsible for implementation/monitoring and review of the CSR policy and various projects/activities undertaken as per the Policy. The CSR committee shall submit periodical reports to the Board.

The Company has duly formed a CSR Committee in accordance with the aforesaid requirments.

CSR Activities:

The Company shall pursue CSR activities in accordance with the provisions of Section 135/Schedule VII of the Act and the Rules. In particular, the Company shall pursue and implement activities and projects in education, sports, rural development and such other activities as laid down in Section 135/Schedule VII of the Act. The Company shall carry out such activities by itself and/or through bodies engaged in such activities and/or in such other way as permissible under law. Within this framework, the Board shall identify and implement such specific activities/projects, etc. that it deems fit.

The following broad activities/projects have been identified for the time being.

  1. Activities/projects promoting education involving inculcating of traditional Indian cultural/Gandhian values.
  2. Activities/projects of rural development for sustainable development activities related to health and sanitation, education, women empowerment, livelihood improvement, basic infrasture etc., These activities/projects may be tailor made as per the needs of the villages/towns. The needs can be livelihood, drinking water, infrastructure, education, health and sanitation etc., though not limited only to these. The activities which create shared value can also be undertaken along the implementing partners as prescribed by the due procedure of law.
  3. Activities/projects promoting education, including primary, secondary and higher secondary education, as well as special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;
  4. Activities/projects involving development of sports and sportsmen in various fields generally and more specifically to develop the sportsmen in various sports, with proper training facilities with proper coaching facilities, proper ground and development of overall infrastructure of international level.
  5. Activities/projects promoting preventive and curative healthcare and sanitation to the public and medical facilities generally;
  6. Activities/projects involving cultural development including development of literature, arts, etc. giving special focus to Indian literature, art, etc.
  7. Activities/projects relating to conservation of natural resources including renewable energy sources;
  8. Activities/projects relating to water conservation and maintaining quality of soil, air, and water;
  9. Other activities/projects in relation to matters that are listed in Schedule VII of the Act.

The Company may undertake such activities/projects directly by itself and/or through bodies/institutions that carry on such activities in a manner permissible under applicable law. The Company shall give preference to the local area and areas where it operates for spending the amount earmarked for Corporate Social Responsibility’s activities. However, depending on the activities/projects available, the Board may carry out activities/projects elsewhere depending on the availability of alternative projects/activities, nature of such activities/projects and their impact.

Budget for CSR Activity & CSR Expenses:

The Company shall allocate the budget for CSR activities. The minimum budgeted amount for a financial year shall be 2% of the average net profit of three immediate preceding financial years. The Company may at its discretion allocate higher funds/amount than the amount prescribed under section 135 of the Companies Act, 2013, for the CSR activities for any financial year.

CSR expenditure shall include all expenditure including contribution to projects or programs relating to CSR activities (whether carried out by the Company or by any other body/institution) approved by the Board in accordance with this Policy, but does not include any expenditure on an item not in conformity or not in line with activities which fall within the CSR activities approved under applicable law.

The Board may decide the allocation of such expenditure within the framework of this policy. The surplus, if any, arising out of CSR activities/projects so undetaken shall not form part of the business profit of the Company and instead shall be spent for CSR activities/projects and accordingly netted off against CSR expenditure to be incurred.

If the Company fails to spend such minimum amount in any financial year, the Board shall, in its report under Section 134 of the Act for that year, specify the reasons for not spending the amount. The Board may also consider carrying forward such deficit in such expenditure to the succeeding year(s) to spend such amount along with the minimum amount of the respective succeeding years.

Identification of Activities/Projects:

Out of recommended CSR activities, the Board shall decide which activity/project should be given priority for the respective financial year. The Committee shall record its findings and priorities the CSR activities.

Implementation Process:

After prioritizing the activity the Board shall finalize the detailed implementation of the CSR through activities, Programmes, projects and/or such other manner as provided for in this Policy.

Organisational Responsibility:

At organizational level for implementation of agreed CSR activity, the Board/Committee may constitute an implementation team or authorise any of the Department, Board Member of senior officer of the Company to organize for the implementation of the CSR activity/projects. The team or respective department or designated person shall monitor the implementation process from time to time, on behalf of the Board/Committee and place a report to the Board/Committee regarding the progress of the activity implementation, on a quarterly basis. The respective department or implementation team or designated person would be responsible for reporting of any irregularity to the Board/Committee on immediate basis.

Monitoring by the Board:

The Board of Directors shall monitor the implementation of the CSR activities. CSR activities, where carried out through other bodies/institutions, the Company shall pursue reports of progress of such activities/projects. The Board/CSR Committee shall place a progress report, including details of expenses, before the Board on quarterly basis. The Board shall review the same and suggest recommendation, if any, to the Committee with regard to implementation process.

Compliance and Reporting to Board:

The Committee is responsible to undertake CSR activities as per the approved CSR Policy. Apart from regular reporting to the Board about the implementation of CSR activity, a detail report containing the implementation schedule, total budget allocated, actual expenses incurred, surplus arising, if any, results achieved, further work to be done in the concern CSR activity, recommendation for the CSR activities for next year etc. should be placed before the Board for its consideration.

Management Commitment:

Our Board of Directors, our Management and all of our employees subscribe to the philosophy of compassionate care. We believe and act on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone. This is the cornerstone of our CSR policy.

Our Corporate Social Responsibility policy conforms to the applicable law being the Act and the CSR Rules.

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