I. Preamble
Sona Biscuits Ltd. views Corporate Social Responsibility as fundamental to its business philosophy. The Company commits to socially responsible, ethical, and sustainable operations while contributing to inclusive growth and community development.
The Company recognises its responsibility towards society and aims to create sustainable value for stakeholders through focused social initiatives. CSR activities will target education, hygiene and sanitation, environmental sustainability, animal welfare, and community welfare.
This policy establishes the framework for undertaking, implementing, monitoring, and reviewing CSR activities in accordance with Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility Policy) Rules, 2014, Schedule VII, and related amendments and notifications.
II. Applicability and Regulatory Framework
This policy applies to all CSR projects, programmes, and activities undertaken by the Company within India, either directly or through eligible implementing agencies under applicable law.
Interpretation follows Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility Policy) Rules, 2014, Schedule VII, and all applicable statutory modifications, amendments, clarifications, notifications, and Ministry of Corporate Affairs circulars. Should inconsistencies arise between this policy and applicable law, legal requirements take precedence.
III. CSR Philosophy and Objectives
The Company undertakes CSR initiatives in a structured, transparent, and sustainable manner benefiting society and the environment. Key objectives include:
- Undertaking socially impactful initiatives aligned with community needs
- Contributing towards sustainable and inclusive development
- Improving quality of life through focused, identified interventions
- Encouraging environmental responsibility and ecological sustainability
- Promoting education, hygiene, sanitation, and animal welfare initiatives
- Establishing effective governance and monitoring frameworks for CSR activities
- Ensuring compliance with the Companies Act, 2013 and CSR Rules
IV. CSR Committee
The Board of Directors constitutes a Corporate Social Responsibility Committee as per the Companies Act, 2013 and applicable rules. The CSR Committee comprises Directors as prescribed under applicable law, including at least one Independent Director where applicable. The Company Secretary acts as Secretary to the CSR Committee.
The CSR Committee may invite senior executives, officers, advisors, consultants, or implementing agency representatives to attend meetings as necessary. Meetings may be held physically or through electronic mode as per applicable law and Secretarial Standards.
V. Role of CSR Committee
The CSR Committee formulates and recommends the CSR Policy and Annual Action Plan to the Board. It periodically reviews and monitors the implementation of CSR projects and the utilisation of funds, and may recommend modifications to CSR projects, programmes, or the Annual Action Plan as necessary.
VI. Role of the Board of Directors
The Board approves the CSR Policy and Annual Action Plan based on the recommendations of the CSR Committee, ensures that CSR activities comply with applicable law, reviews the implementation and effectiveness of CSR initiatives, and ensures the necessary disclosures under the Companies Act, 2013.
VII. Annual Action Plan
The CSR Committee formulates and recommends an Annual Action Plan to the Board, which may include:
- List of approved CSR projects or programmes
- Manner of execution of projects or programmes
- Modalities of utilisation of funds
- Implementation schedules
- Monitoring and reporting mechanisms
- Need and impact assessment details, where applicable
- Details of ongoing projects, if any
- Other details required under applicable law
The Board may alter the Annual Action Plan during the financial year based on the recommendation of the CSR Committee and applicable law.
VIII. CSR Governance and Monitoring Framework
The Company establishes appropriate governance and monitoring mechanisms for effective implementation of CSR activities. The CSR Committee periodically reviews the progress of CSR projects and programmes, and may seek reports, documents, utilisation statements, or clarifications from implementing agencies or internal teams.
The Company may undertake periodic field visits, reviews, assessments, or evaluations, and maintains appropriate documentation regarding CSR projects, approvals, expenditure, implementation progress, fund utilisation, and impact assessment reports. The Board periodically reviews the implementation status of CSR activities and provides guidance.
IX. CSR Expenditure
The Company endeavours to spend, in every financial year, at least 2% of its average net profits made during the three immediately preceding financial years on CSR activities, or such amount as legally prescribed.
- CSR expenditure includes all expenses towards approved CSR activities as per the Companies Act, 2013 and CSR Rules.
- Administrative overheads shall not exceed legally prescribed limits.
- Any surplus arising out of CSR activities shall not form part of business profits and shall be utilised or transferred as per applicable law.
- Unspent CSR amounts are addressed as per the Companies Act, 2013 and CSR Rules.
- Excess CSR spending may be set off against the CSR obligations of succeeding financial years as per applicable law.
- Capital assets created or acquired from CSR expenditure are held as per the Companies Act, 2013 and CSR Rules.
- The Company may incur impact assessment expenditure within legally prescribed limits.
X. CSR Focus Areas and Activities
The Company undertakes CSR activities in areas specified under Schedule VII of the Companies Act, 2013, including:
Education and Skill Development
Promoting education, including special education, vocational training, livelihood enhancement, digital literacy, educational infrastructure development, and initiatives improving access to quality education for children, women, elderly persons, and differently abled individuals.
Hygiene, Sanitation and Healthcare
Promoting preventive healthcare, hygiene awareness, sanitation initiatives, access to safe drinking water, cleanliness drives, community health initiatives, and activities improving public health and sanitation.
Environmental Sustainability
Ensuring environmental sustainability, ecological balance, conservation of natural resources, waste management, pollution control, afforestation, protection of flora and fauna, maintaining quality of air, water and soil, and climate awareness.
Animal Welfare
Supporting animal welfare initiatives, animal protection and care, animal shelters, animal rescue and rehabilitation, veterinary care, feeding initiatives, and activities promoting animal well-being.
Community Welfare and Rural Development
Undertaking rural development projects, community welfare programmes, women empowerment initiatives, support for underprivileged and economically weaker sections, and other socially beneficial activities.
Disaster Relief and Rehabilitation
Providing disaster management support, relief, rehabilitation and reconstruction activities, and contributions to eligible relief funds as per applicable law.
These focus areas are interpreted liberally to capture the essence of the activities under Schedule VII. Preference is given to local areas and areas around the Company’s operations.
XI. CSR Implementation
The Company may undertake CSR activities directly or through eligible implementing agencies registered as per applicable law, including registered trusts, registered societies, Section 8 companies, or other permissible entities. The Company may also collaborate with other companies, institutions, trusts, societies, or organisations.
Implementing agencies engaged shall possess the necessary registration, experience, expertise, and track record as legally required. The Company may enter into agreements or memoranda of understanding with implementing agencies, and the CSR Committee periodically reviews their progress.
XII. Impact Assessment
The Company may undertake impact assessment of CSR projects and programmes through independent agencies or experts where considered necessary or legally required. Impact assessment reports, where applicable, are placed before the CSR Committee and the Board.
XIII. General
The provisions of this policy are subject to revision, amendment, modification, or substitution in line with the Companies Act, 2013, CSR Rules, Schedule VII, and notifications or clarifications of the Ministry of Corporate Affairs. The Board may amend, modify, interpret, or revise this policy on the recommendation of the CSR Committee. For matters not specifically covered, the provisions of the Companies Act, 2013 and CSR Rules prevail.