CORPORATE SOCIAL RESPONSIBILITY POLICY

The Ministry of Corporate Affairs has notified Section 135 and Schedule VII of the Companies Act 2013 as well as the provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014 to come into effect from April 1, 2014.

With effect from April 1, 2014, every company, private limited or public limited, which either has

• a net worth of Rs 500 crore or
• a turnover of Rs 1,000 crore or
• net profit of Rs 5 crore,

needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility activities.

In compliance of the above requirements, Mayfair Hotels and Resorts Ltd, (MHRL), being a Company having net profit of more than Rs 5 crores during the 3 immediately preceding financial years, needs to formulate a Policy in order to provide a framework for Corporate Social Responsibility.

The objective of this policy is to:
1. Help enrich the quality of life of the community of the nearby areas.
2. Create a positive impact by making sustainable developments in the society and promote good environmental practices.
3. To be responsible and responsive corporate citizen through endeavors to create a safe, harmonious and ecologically balanced environment for its members and the community at large.
4. To maintain commitment to quality, health and safety in every aspect of the business and people.
5. To promote equality of opportunity and diversity of workforce through its business operations.

1. In these rules, unless the context otherwise requires -

(a) "Act" means the Companies Act, 2013;
(b) "Annexure" means the Annexure appended to these rules;
(c) "Corporate Social Responsibility (CSR)" means and includes but is not limited to

• (i) Projects or programs relating to activities specified in Schedule VII to the Act; or
• (ii) Projects or programs relating to activities undertaken by the board of directors of a company (Board) in pursuance of recommendations of the CSR Committee of the Board as per declared CSR Policy of the company subject to the condition that such policy will cover subjects enumerated in Schedule VII of the Act.

(d) "CSR Committee" means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Act.
(e) "CSR Policy" relates to the activities to be undertaken by the company as specified in Schedule VII to the Act and the expenditure thereon, excluding activities undertaken in pursuance of normal course of business of a company;
(f) "Net profit" means the net profit of a company as per its financial statement prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely -

• (i) any profit arising from any overseas branch or branches of the company, whether operated as a separate company or otherwise;
• (ii) any dividend received from other companies in India, which are covered under and complying with the provisions of section 135 of the Act:

Provided that net profit in respect of a financial year for which the relevant financial statements were prepared in accordance with the provisions of the Companies Act, 1956, (1 of 1956) shall not be required
to be re-calculated in accordance with the provisions of the Act:

Provided further that in case of a foreign company covered under these rules, net profit means the net profit of such company as per profit and loss account prepared in terms of clause (a) of sub-section (1) of section 38 read with section 198 of the Act.

(g) ”Company” means Mayfair Hotels & Resorts Ltd.

2. Words and expressions used are not defined in these rules but defined
in the Act shall have the same meanings respectively assigned to them in the Act.
 

Amount of expenditure to be incurred on the CSR activities:

1. The Company will endeavour to spend the following amounts for CSR activities in pursuance of this Policy:

• a. In every financial year, at least two per cent of the “average net profits” of the Company made during the three immediately preceding financial years. The “average net profits” shall be calculated in accordance with the provisions of section 198 of the Companies Act, 2013 and the rules made there under from time to time.
• b. Any income arising from the activities mentioned above.
• c. Surplus arising out of CSR activities.

2. Contribution of any amount directly or indirectly to any political party under Section 182 of the Companies Act, 2013, shall not be considered as CSR activity.
3. Amount spent on CSR activities shall include all expenditure including contribution to corpus for projects or programs relating to CSR activities approved by the Board on the recommendation of its CSR Committee, but will not include any expenditure on an item not in conformity or not in line with activities which fall within the purview of Schedule VII of the Companies Act, 2013.
4. Any surplus arising out of the CSR activity will not be part of the business profits of the Company.
5. The CSR Committee will approve the expenditure on CSR activities within monetary limits sanctioned by the Board for such activities.

1. The Company may undertake any of the following activities as its CSR activities:

• i) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;
• ii) Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;
• iii) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
• iv) 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;
• v) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;
• vi) Measures for the benefit of armed forces veterans, war widows and their dependants;
• vii) Training to promote rural sport, nationally recognised sports, paralympic sports and Olympic sports;
• viii) Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;
• ix) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
• x) Rural development projects.
• xi) Such other matters as may be prescribed under applicable statute;
• xii) Such other activity as may be thought fit by the CSR Committee and approved by the Board.

The above list is illustrative and not exhaustive. Chairman (CSR Committee) shall be authorized to consider CSR activities not falling in this list.

2. All activities under the CSR activities should be environment friendly and socially acceptable to the local people and Society.
3. Company may allocate its dedicated resources for CSR activities in any of the following manner:

• (a) Company may undertake various CSR activities by its own within the overall framework of the CSR Policy of the Company.
• (b) Company may collaborate or pool resources with other companies to undertake CSR activities.
• (c) Company may also conduct its CSR programmes through Trusts or Societies operating in India.

4. In determining CSR activities to be undertaken, preference would be given to local areas and the areas around which the Company operates.
5. The CSR activities should not be undertaken in the normal course of business and must be with respect to any of the activities mentioned in Schedule VII of the 2013 Act.

To formulate and monitor the CSR policy of a company, a CSR Committee of the Board has been constituted.

Section 135 of the 2013 Act requires the CSR Committee to consist of at least three directors, including an independent director.

CSR Team shall comprise of

a) Mr. Ashok Kumar Bal, Independent Director
b) Smt. Pooja Ray, Whole-time Director
c) Mr. Mrutyunjay Mahapatra, Independent Director
d) Mr Manoj Kumar Gouda, President & Whole-Time Director
e) CS. Sujata Sarkar, Company Secretary.

1. All CSR activities and expenses made thereon will be subject to audit by the Company's Auditors.

1. All administrative expenses including expenditure on wages and salaries, tours and travels, training & development of personnel deputed on CSR activities would be borne from CSR funds.
2. The CSR Committee shall take decision on sanctioning works/allocation of funds for CSR and appointing authorized agencies for implementing Projects/Activities shall be as specified in the delegation of powers approved by the Board.
3. If it is observed that any CSR activity taken up for implementation is found not properly implemented, MHRL at its discretion may discontinue funding the project at any time during the course of implementation.
4. On advice of CSR Committee selected project may be taken up for evaluation through an outside Agency.
5. Chairman (CSR) Committee shall be empowered to amend or modify this policy and such changes shall be placed before the Board for Approval.
6. CSR Team shall be responsible for the implementation of CSR activities as approved by the CSR Committee, under the overall supervision of CSR Committee.
7. Board of Directors, CSR Committee, CSR Team or Senior Management can identify various CSR Projects.
8. Any proposal for the CSR activity/projects shall be first vetted by the CSR Team and shall confirm whether it meets the criteria of this Policy, any guidelines prescribed by the CSR Committee and all the
conditions prescribed under the Companies Act, 2013 (including all rules, circulars, notifications issued thereunder).
9. The CSR Team, from time to time, will review the progress of varied CSR projects in terms of both outcome assessment and financial monitoring. The CSR Team if required will visit the projects; undertake the impact studies, social audit of CSR Projects.
10. The CSR Team shall ensure that surplus, if any; arising out of the CSR activity will not be part of the business profits of a Company.
11. Further employee participation in CSR projects will be encouraged and supported through various initiatives from time to time
12. If the entity through which the CSR activities are being undertaken is not established by the company or its holding, subsidiary or associate company, such entity would need to have an established track record of three years undertaking similar activities.
13. Companies can also collaborate with each other for jointly undertaking CSR activities; provided that each of the companies are able individually report on such projects.
14. A company can build CSR capabilities of its personnel or implementation agencies through institutions with established track records of at least three years, provided that the expenditure for such activities does not exceed 5% of the total CSR expenditure of the company in a single financial year.
15. As in compliance with the requirements of the Act, the Board shall act on the principle of COREX i.e. comply or explain. Thus it is the duty of the Board to ensure that compliance as per the policy has been made.

1. The report of the Board of Directors attached to the financial statements of the Company will include an annual report on the CSR activities of the Company in the format prescribed in the CSR Rules setting out inter alia a brief outline of the CSR policy, the composition of the CSR Committee, the average net profit for the last three financial years and the prescribed CSR expenditure.
2. If the company has been unable to spend the minimum required on its CSR initiatives, the reasons for not doing so are to be specified in the Board Report
3. The CSR policy of the Company will be disclosed in the website of the company.
4. All communication of the Company’s activities will be done externally through the Company’s website and internally through the Group intranet, newsletters and team briefings. This shall raise a sense of awareness in the company as well as acting as a prompt for staff to get involved in some of the programmes.

The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Directors and employees unless the same is not communicated in the manner described as above.