CSR Policy
Robosoft Technologies Private Limited (hereinafter referred to as "the Company") is committed to making a positive and lasting difference to the communities in which it operates. We believe that the creation of societal capital is as important as the creation of shareholder value. As a responsible organisation, we are committed to developing a sustainable society and to operating with integrity, transparency and accountability in all that we do.
This Policy has been formulated in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. It applies to all CSR projects and programmes undertaken by the Company in India, as per Schedule VII of the Act.
Robosoft's CSR activity is anchored in the communities of Udupi and coastal Karnataka, where the Company was founded and remains headquartered, with an expanding reach across the regions in which it operates.
The Company has identified the following priority areas from those permitted under Schedule VII of the Companies Act, 2013:
1. Promotion of Education and digital literacy, including support for government schools, skill development for young people and technology-for-good innovation in partnership with academic institutions.
2. Women's empowerment and livelihoods, including vocational skills, entrepreneurship and the preservation of traditional crafts and heritage industries.
3. Environment, including plastic waste removal, tree planting, clean energy initiatives and ecological conservation.
4. Health and community wellbeing, including free health camps and access to healthcare (including preventive healthcare) in underserved communities and initiatives in eradicating hunger and malnutrition.
The Company also encourages employee participation in CSR activities and recognises voluntary contribution as an expression of Robosoft's organisational values.
For the purposes of this Policy, the following definitions apply:
1. “Act” means Companies Act, 2013 and rules made thereunder, as amended from time to time
2. "Board" means the Board of Directors of the Company.
3. "CSR Activities" means such programmes and projects as may be approved by the Board in accordance with the terms and conditions of this CSR Policy.
4. "CSR Committee" means the committee constituted by the Board pursuant to Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time.
5. "CSR Expenditure" means the amount recommended by the CSR Committee to be incurred on CSR Activities in India, in accordance with the provisions of the Companies Act, 2013 and the CSR Rules, as approved by the Board from time to time.
6. "CSR Policy" means a statement containing the approach and direction given by the Board of the Company, taking into account the recommendations of its CSR Committee and includes guiding principles for the selection, implementation and monitoring of activities as well as formulation of the annual action plan.
7. "Director" means a member of the Board of the Company.
8. "Implementation Entity" means an entity engaged by the Company to undertake CSR Activities on its behalf, as further described in Section VI of this Policy.
9. “Ongoing project” means a multi-year project undertaken by a Company in fulfilment of its CSR obligation having timelines not exceeding three years excluding the financial year in which it was commenced and shall include such project that was initially not approved as a multi-year project but whose duration has been extended beyond one year by the Board based on reasonable justification
10. "Unspent CSR Amount" means any amount out of the CSR Expenditure approved for a financial year that remains unspent at the close of that financial year pertaining to an ongoing project or otherwise.
The Board shall ensure that all CSR Activities are carried out in accordance with:
1. The CSR Policy of the Company;
2. The annual action plan recommended by the CSR Committee;
3. The Board shall satisfy itself that funds disbursed for CSR purposes have been utilised for the purposes and in the manner approved by it. The Chief Financial Officer, or the person responsible for financial management, shall certify to this effect.
4. In the case of an ongoing project, the Board shall monitor implementation with reference to approved timelines and year-wise allocations and shall be competent to make modifications as required for smooth implementation within the overall permissible time period.
5. The Board shall ensure that administrative overheads do not exceed five percent of total CSR Expenditure of the Company for the financial year.
The CSR Committee shall comprise a minimum of three Directors of the Company, as constituted by the Board from time to time. Where required by applicable law, the Committee shall include at least one Independent Director. The composition of the CSR Committee shall be disclosed on the Company's website and in the annual Board report, as required under the Act.
The Company Secretary shall act as Secretary to the CSR Committee.
The CSR Committee shall formulate and recommend to the Board an annual action plan in pursuance of this CSR Policy. The annual action plan shall include:
1. The list of CSR projects or programmes approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
2. The manner of execution of CSR projects or programmes;
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, on the recommendation of the CSR Committee, based on reasonable justification.
The CSR Committee may constitute an internal team of employees for the purposes of implementing CSR Activities approved by the Board from time to time.
The Company shall ensure that it spends, in every financial year, at least two percent (2%) of the average net profits made during the three immediately preceding financial years on CSR Activities, in accordance with Section 135 of the Act.
The CSR Committee shall recommend the annual CSR budget to the Board for approval. The budget shall be allocated across the Company's priority focus areas, as identified in Section II of this Policy or such other areas as may be specified in the Act and shall take into account the annual action plan.
In the event that the Company fails to spend the minimum required CSR Expenditure in any financial year, the CSR Committee shall submit to the Board detailed reasons for the shortfall. The Board shall include this explanation in its annual Board of Directors' Report.
Any unspent CSR amount relating to an ongoing project shall be transferred by the Company to a special account, the Unspent Corporate Social Responsibility Account, within thirty days of the close of the financial year. Such funds shall be utilised within three financial years from the date of transfer, failing which they shall be transferred to one of the funds specified in Schedule VII of the Act.
Any unspent CSR amount that does not relate to an ongoing project shall be transferred to one of the funds specified in Schedule VII of the Act, within six months of the close of the financial year.
The Company may undertake CSR Activities directly through its own resources. The CSR Committee may constitute a team of employees to conduct CSR Activities on the Company's behalf.
The Company may undertake CSR Activities through an Implementation Entity, subject to the following conditions:
1. A company established under Section 8 of the Act (a Non-Profit Organisation) with an established track record of at least three years in undertaking similar activities;
2. A Trust or Society registered under Section 12-A and holding an exemption under Section 80-G of the Income Tax Act, 1961, with an established track record of at least three years in undertaking similar activities;
3. A Non-Profit Organisation, Trust, or Society established by the Central Government or a State Government; or
4. Any entity established under an Act of Parliament or a State Legislature.
The Company shall ensure that any Implementation Entity is registered with the Ministry of Corporate Affairs and has obtained a unique CSR Registration Number prior to engagement.
The Company shall conduct due diligence prior to the selection of any Implementation Entity and shall satisfy itself that the entity is eligible to carry out CSR Activities in accordance with the provisions of the Act.
CSR Activities shall be undertaken in one or more of the following areas, as specified in Schedule VII of the Act:
Eradicating hunger, poverty and malnutrition; promoting healthcare including preventive healthcare and sanitation; making available safe drinking water.
2. Promoting education, including special education and employment-enhancing vocational skills, especially among children, women, the elderly and the differently abled; livelihood enhancement projects.
3. Promoting gender equality; empowering women; setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens; measures for reducing inequalities faced by socially and economically backward groups.
4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water.
5. Protection of national heritage, art and culture; restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts.
6. Measures for the benefit of armed forces veterans, war widows and their dependants; Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans and their dependants including widows.
7. Training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports.
8. Contribution to the Prime Minister's National Relief Fund, the PM CARES Fund, or any other fund set up by the Central Government for socio-economic development and relief and welfare of Scheduled Castes, Scheduled Tribes, Other Backward Classes, minorities and women.
9. Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government, a State Government, a Public Sector Undertaking, or any agency of the Central or State Government.
10. Contributions to public-funded universities; Indian Institutes of Technology (IITs); National Laboratories and autonomous bodies established under the Department of Atomic Energy, the Department of Biotechnology, the Department of Science and Technology, the Department of Pharmaceuticals, the Ministry of AYUSH and the Ministry of Electronics and Information Technology; and other bodies including DRDO, ICAR, ICMR and CSIR, engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).
11. Rural development projects.
12. Slum area development.
13. Disaster management, including relief, rehabilitation and reconstruction activities.
14. Any other project as may be specified under Schedule VII of the Act, from time to time.
The CSR Committee shall submit a report to the Board each quarter containing details of CSR Activities conducted by the Company, progress against the annual action plan and any material variances from planned expenditure.
The Board of Directors shall include an annual report on CSR Activities in the Board's Report, in the prescribed format as required under the Companies Act, 2013 and the CSR Rules.
The Board of Directors shall disclose the composition of the CSR Committee, this CSR Policy and the projects approved by the Board on the Company's website for public access, in accordance with the Act.
The Board of Directors may, on its own or on the recommendation of the CSR Committee, amend this Policy as and when it deems fit. Any and all provisions of this Policy are subject to the Act and the Rules framed thereunder, as amended from time to time.
