CSR Policy

The Board of Directors of Kaleen Baba Company (“the Company”) developed the Corporate Social Responsibility (CSR) Policy on June 5, 2015, in compliance with the provisions of Section 135 of the Companies Act, 2013, read-with Schedule VII of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2013. The provisions of the aforementioned Act and Rules (as amended from time to time) shall apply to this policy.

1 Goal

This policy has been developed in accordance with the applicable regulations and Section 135 of the Companies Act of 2013.

2 Statement of Policy

to help Kaleen Baba Company maintain its standing as a socially conscious business leading the socioeconomic change of the village communities via grassroots social development and skill-training programs and its inclusive rug value chain.

3 Framework for Policies

Building on Kaleen Baba Company’s experience working with grassroots communities, it is evident that giving people access to sustainable livelihoods has allowed them to break free from the cycle of poverty and maintain their traditional rural way of life. The Kaleen Baba Company has played a pivotal role in providing skill trainings to these communities at the base of the economic pyramid. This has enabled them to join the company’s worldwide carpet value chain without compromising their access to alternative livelihood opportunities. In addition to creating new opportunities for social security and development linkages, this economic empowerment of grassroots communities also reaffirms livelihood security as the prerequisite for achieving other developmental imperatives.

4 Range

According to Schedule VII of the Act, this Policy will be applicable to any CSR programs, projects, and activities that the Company undertakes in India.

5. Definitions

1 “Act” refers to the Companies Act of 2013, including any reenactment or statutory amendments to it.
2 “Board” refers to the Company’s Board of Directors.
3 “Board’s Report” refers to the report created by the Board of Directors in accordance with Section 134(3) of the Companies Act of 2013.
4 “Company” refers to M/s Kaleen Baba Company, established under the Companies Act of 1956, with its registered office located at Khamaria, Bhadohi, post 221306, Uttar Pradesh, India.
5 “Corporate Social Responsibility (CSR) Activities” refers to:
1. Projects or programs undertaken by the Company’s Board of Directors based on recommendations from the CSR Committee of the Board, in line with the Company’s declared CSR Policy. The policy will cover topics listed in Schedule VII of the Act.
2. The Company’s regular business operations are not considered CSR Activities.
6 “CSR Committee” refers to the Corporate Social Responsibility Committee of the Board, as mentioned in Section 135 of the Act.
7 “CSR Policy” refers to the Corporate Social Responsibility Policy as it is currently outlined and as it may be updated or changed in the future.
8 “Net Profit” is defined as the Company’s net profit as reported in its financial statement, prepared in compliance with the applicable provisions of the Act (Section 198). Specifically, it does not include:
1. Any earnings from the Company’s foreign branch or branches, whether or not they are run as independent businesses.
2. Any dividends received from other Indian companies that meet the requirements of Section 135 of the Act shall not be recalculated in compliance with the Act’s provisions, provided that the net profit for a fiscal year for which the pertinent financial statements were prepared in compliance with the Companies Act, 1956, shall not be subject to such requirements.

6. Committee on Corporate Social Responsibility

According to the Companies Act, 2013, and its rules, the Board of Directors of the Company will establish a committee called the “Corporate Social Responsibility Committee” (the “CSR Committee”). This committee will have at least three directors, or more, as decided by the Board. The Board of Directors may alter the CSR Committee’s membership as deemed appropriate.

The CSR Committee may meet as often as necessary and operate as it sees fit, following the guidelines of the Companies Act, 2013, and its rules.

The CSR Committee’s responsibilities include:

1. Creating a Corporate Social Responsibility Policy (“CSR Policy”) and recommending it to the Board. This policy will outline the company’s actions per Schedule VII of the Act, including budget recommendations for these activities.
2. Developing and approving various CSR initiatives, programs, and activities that the company may carry out independently or with affiliated companies.
3. Establishing procedures for implementing these CSR initiatives, programs, and activities.
4. Taking all necessary actions to execute the CSR initiatives.
5. Periodically authorizing and approving CSR spending within the Board’s agreed limits.
6. Regularly reviewing the CSR Policy and related activities.
7. Performing all necessary acts, deeds, and tasks related to the company’s CSR policy.
8. Undertaking any additional tasks assigned by the Board of Directors from time to time.

7. The Board's Role in CSR

Policy Acceptance: The board is responsible for accepting the CSR (Corporate Social Responsibility) Policy for the company after considering suggestions from the CSR Committee.

Engagement in CSR Initiatives: The board must ensure the company engages in the CSR initiatives outlined in the CSR Policy.

Execution of CSR Activities: The board may choose to carry out its CSR activities, approved by the CSR Committee, either:

– Alone.
– In collaboration with a registered trust, registered society, or a company established under Section 8 of the Act by the Company.
– In collaboration with a trust, society, or company that is not established by the Company but has a three-year track record in executing similar programs or projects/activities. This collaboration can be with the company’s holding, subsidiary, or associate company, or in conjunction with any other company or its holding, subsidiary, or associate company.

CSR Spending: The board must ensure that the company follows its CSR policy by allocating, for each fiscal year, a minimum of 2% of the average net profits from the preceding three consecutive fiscal years, as per Section 198 of the Act. When allocating funds for CSR initiatives, priority should be given to local communities and areas surrounding the company’s operations.

Reporting: The board must provide justification in the Board’s Report for any underspending of the CSR amount, in accordance with Section 135 of the Act.

8. CSR Initiatives

1 Eradicating Hunger, Poverty, and Malnutrition:
Support initiatives to eradicate hunger, poverty, and malnutrition.
Promote preventive healthcare.
Contribute to the Swach Bharat Kosh initiative to enhance sanitation and provide safe drinking water.
2 Encouraging Livelihood Improvement and Education:
Promote education and career skills to improve employment, focusing on women, children, the elderly, and people with disabilities.
3 Advancing Gender Parity and Empowerment:
Empower women and establish orphanages and homes for them.
Provide senior citizen amenities like daycare centers and old age homes.
Take steps to reduce disparities faced by socially and economically disadvantaged groups.
4 Ensuring Ecological Balance:
Preserve biodiversity, animal welfare, and agroforestry.
Protect natural resources and maintain soil, air, and water quality.
Fund the Clean Ganga Fund to revitalize the Ganga River.
5 Protecting National Heritage, Art, and Culture:
Restore buildings and sites of historical importance.
Set up public libraries and promote traditional arts and handicrafts.
Support rural sports, nationally recognized sports, Paralympic sports, and Olympic sports.
6 Supporting Socio-Economic Development:
Contribute to the Prime Minister’s National Relief Fund or other Central Government funds for socio-economic development and welfare of Scheduled Castes, Scheduled Tribes, other backward classes, minorities, and women.
Provide funds to technology incubators within Central Government-approved academic institutions.
7 Rural Development Projects:
Support various rural development initiatives to enhance the quality of life in rural areas.

9 The intended audience

The company will make sure that the local community and the places in which it operates will be given priority when choosing its CSR projects. This won’t stop the company from pursuing its CSR goals in other contexts, though

10 Framework for CSR Monitoring and Reporting

A thorough system for monitoring and reporting has been established in accordance with the Act, to guarantee that monies allocated for corporate social responsibility initiatives are having the intended effect locally.

By reviewing the CSR activities on a regular basis, the CSR Committee will keep an eye on how the CSR Policy is being implemented.

The corresponding CSR staff members will submit their annual budgets to the CSR Committee, along with a list of the company’s authorized CSR initiatives and any updates on their progress as part of the ongoing review process under the monitoring mechanism.

11 Expenditure on CSR

The Board of Directors will make every effort to ensure that the Company spends, in each fiscal year, a minimum of two percent of its average net profits, which were calculated in compliance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the provisions of the Companies Act, 2013, as well as the three fiscal years that preceded it.

Only CSR initiatives carried out in India would count as CSR Expenditure.

CSR Expenditure refers to all expenses, including contributions to a corpus for CSR initiatives that have been approved by the Board based on the CSR Committee’s recommendation. It excludes any expenses for items that are not in compliance with or related to initiatives that are covered by Schedule VII of the Act.

Any excess that results from CSR initiatives, programs, and activities will not be included in the company’s business profits.

Additionally, under the consent of the company’s board of directors, the company will disclose any underspending of the authorized CSR budget for the current fiscal year in the Board’s Report.

12 Policy Disclosure

The Company’s website will feature the CSR policy that the CSR Committee advised and the Board authorized, in addition to being revealed in the Board’s report.

13 Reporting on Corporate Social Responsibility

A company’s Annual Report on CSR, which includes the information listed in the CSR Rules’ Annexure in the manner prescribed, must be included in the Board Report.

14 Miscellaneous

This policy will be amended periodically by the company in compliance with any modifications, if any, to the Companies Act, 2013, the rules adopted under it, or any other currently in effect applicable statute.