CORPORATE SOCIAL RESPONSIBILITY POLICY

OVERVIEW:

INSEMI TECHNOLOGY SERVICES PRIVATE LIMITED was incorporated on May 15, 2013 with its main objectives to provide end-to-end semiconductor design services including RTL & ASIC Design, Physical Design, STA, Verification, DFT, Circuit Design & Layout, FPGA, Foundation IP design, PSV, and Emulation.

DEFINITIONS:

  1. In this Policy, unless the context otherwise requires:
  1. “Act” shall mean the Companies Act, 2013;
  • “Administrative overheads” means the expenses incurred by the company for ‘general management and administration’ of Corporate Social Responsibility functions in the company but shall not include the expenses directly incurred for the designing, implementation, monitoring, and evaluation of a particular Corporate Social Responsibility project or programme;
  1. “Board” shall mean the Board of Directors of the Company;
  • “Financial Year” shall mean the period beginning from 1stApril every year to 31st March of the succeeding year;
  • “The Company” shall mean “INSEMI TECHNOLOGY SERVICES PRIVATE LIMITED”
  • “CSR” shall mean Corporate Social Responsibility as defined under Section 135 of the Act and Rules;
  • “CSR Committee” shall mean the Corporate Social Responsibility Committee as constituted by the Board of Directors of the Company in accordance with the Act and the rules made thereunder;
  • “CSR Policy” or “Policy” shall mean the Corporate Social Responsibility Policy of the Company, as formulated by the CSR Committee and approved by Board from time to time; covering the activities to be undertaken by the Company including those specified in Schedule VII to the Act;
  • “CSR Activities” shall mean the Corporate Social Responsibility activities recommended by the CSR Committee and approved by the Board in line with Schedule VII of the Act, as amended from time to time;
  • “Ongoing Project” means a multi-year project undertaken by a Company in fulfillment 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;
  1. “Rules” means the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time;
  • The words and expressions used and not defined in this Policy shall have the same meanings assigned to them under the Act.

BACKGROUND AND APPLICABILITY:

As per Section 135 of the Act, every company which fulfills the following conditions shall constitute a CSR Committee:

  • Net worth of Rs. 500 crore or more;  or
  • Turnover of Rs. 1000 crore or more; or
  • Net profit of Rs. 5 crore or more

during the immediately preceding financial year.

The Board of Directors of every such company shall ensure to spend, in every financial year, at least 2% of the average net profits made during the three immediately preceding financial years, in pursuance of its CSR Policy.

The requirement of constitution of CSR Committee shall not be applicable in case the amount to be spent by the Company for a financial year does not exceed fifty lakh rupees and the functions of such Committee shall be discharged by the Board of Directors of the Company.

CSR VISION:

The Company aims to cover areas of activity which can add value and generate a high impact (social/economic) on the society.

CSR BUDGET:

  • The Board shall ensure that the Company spends, in every financial year, at least 2% of the average net profits of the Company made during the three immediately preceding financial years.
  • In case of any surplus arising out of CSR projects, the same shall not form part of business profits of the Company and shall be ploughed back into the same project or shall be transferred to the Unspent CSR Account and spent in pursuance of the CSR Policy and annual action plan of the company or transfer such surplus amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year..
  • The Company shall give preference to local area and areas around it where it operates, for spending the amount earmarked for CSR Activities.
  • The Board’s report pertaining to a financial year shall include an annual report on the CSR Activities undertaken, in the format as prescribed by the Rules.
  • If the Company fails to spend such amount, the unspent CSR amount shall be transferred to any of the existing funds specified in Schedule VII of the Act (until a specific “FUND” is prescribed and notified) for the purposes of sub-section (5) and (6) of Section 135 of the Act, within a period of six months from the expiry of the financial year, unless the amount is being spent on an ongoing project.
  • Any amount remaining unspent, pursuant to any ongoing project, shall be transferred to the Unspent CSR Account within a period of thirty days from the end of the financial year and such amount shall be spent by the company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer, failing which, the company shall transfer the same to a Fund specified in Schedule VII of the Act (until a specific fund is prescribed and notified), within a period of thirty days from the date of completion of the third financial year.
  • Where CSR amount  spent in a financial year is more than the prescribed limit , such excess amount spent may be set off against the CSR amount to be spent in the immediate succeeding three financial years, subject to the conditions that –
  1. the excess amount available for set off shall not include the surplus arising out of the CSR activities, if any.
  1. the Board of the company shall pass a resolution to that effect.

VALIDITY & IMPLEMENTATION OF CSR POLICY:

Validity:

This CSR policy of the Company has been formulated by the board at its meeting held on January 29, 2024 and shall remain in force until modified and approved by the Board.

The CSR policy will be implemented and monitored by the CSR committee and reviews by the Board of Directors at periodic intervals.

Implementation:

The Board shall ensure that the CSR activities are undertaken by the company itself or through –

  1. a company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80 G of the Income Tax Act, 1961 (43 of 1961), established by the company, either singly or along with any other company, or
  • a company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government; or
  • any entity established under an Act of Parliament or a State legislature; or
  • a company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80G of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar activities.

The entities mentioned in (a) to (d) above shall be those registered with the Central Government as per the Rules.

  • The Company may also collaborate with other companies for undertaking projects or programmes or CSR activities in such a manner that the CSR committees of respective companies are in a position to report separately on such projects or programmes in accordance with these rules.
  • The Board shall satisfy itself that the CSR funds disbursed have been utilised for the purposes and in the manner as approved by it and the Chief Financial Officer or the person responsible for financial management shall certify to the effect.
  • In case of ongoing project, the Board of Company shall monitor the implementation of the project with reference to the approved timelines and year-wise allocation and shall be competent to make modifications, if any, for smooth implementation of the project within the overall permissible time period.

DUTIES AND RESPONSIBILITIES OF THE CSR COMMITTEE:

The following are the duties and responsibilities of the CSR Committee:

  1. formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company in areas or subject, specified in Schedule VII:
  • recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
  • monitor the Corporate Social Responsibility Policy of the company from time to time.

Further, the CSR Committee shall formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy, which shall include the following, namely:-

  1. the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
  • the manner of execution of such projects or programmes as specified in sub-rule (1) of rule 4;
  • the modalities of utilisation of funds and implementation schedules for the projects or programmes;
  • monitoring and reporting mechanism for the projects or programmes; and
  • details of need and impact assessment, if any, for the projects undertaken by the company:

Provided that Board may alter such plan at any time during the financial year, as per there commendation of its CSR Committee, based on the reasonable justification to that effect.

QUORUM:

Any two directors of the CSR Committee shall form the quorum for a meeting.

CSR EXPENDITURE:

  • The Board shall ensure that the administrative overheads shall not exceed five percent of total CSR expenditure of the company for the financial year.
  • The CSR amount may be spent by a company for creation or acquisition of a capital asset, which shall be held by –
  1. a company established under section 8 of the Act, or a Registered Public Trust or Registered Society,
  • having charitable objects and CSR Registration Number; or
  • beneficiaries of the said CSR project, in the form of self-help groups, collectives, entities; or
  • a public authority.

IMPACT ASSESSMENT:

If the average CSR obligation of the Company is Rs.10 Crore or more based on the immediately preceding 3 financial years, it shall carry out an impact assessment through an independent agency, of its CSR Projects which have an outlay of Rs.1 Crore or more and such study shall be undertaken in respect of those projects which have been completed not less than 1 year before undertaking the study.

The Reports of such assessments shall be placed as an annexure to the Board’s Report on CSR for the year.

Where the company has undertaken such an impact assessment, it shall be allowed to book an expenditure towards CSR for that financial year which shall not exceed 5% of the total CSR expenditure for that year or Rs.50 Lakhs whichever is lower.

FOCUS AREAS:

The focus areas of CSR Activities of the Company will include:

  1. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water:
  • Provision of food, nutrition supplement, clothes etc for the poor, children and other deprived sections of the society.
  • Food Supply for the purpose of disaster relief.
  • Trauma care around highways in case of road accidents.
  • Provision of shelter for homeless.
  • Supplementing of Govt. schemes like mid-day meal through additional nutrition.
  • Giving medical and Legal aid, treatment to road accident victims.
  • Provisions for aids and appliances to the differently- able persons.
  • Enabling access to, or improving the delivery of, public health systems.
  • Promoting sanitation, making available safe drinking water.
  • Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects:
  • Promotions of education, educating the masses and promotion of road safety awareness in all facets of road usage and spreading awareness through print, audio and visual media.
  • Providing effective consumer grievance redressal mechanism, protecting consumer’s health and safety, sustainable consumption, consumer service, support and complaint resolution.
  • Conservation and renovation of school buildings and classrooms.
  • Monetary contributions to academic and other institutions with the objective of assisting students in their studies.  
  • Providing education kit comprising study material, uniforms etc. to the poor students of   Govt. schools.
  • Adoption of Govt. schools and / or providing financial assistance to set up various infrastructure facilities.
  • Extending support /educational assistance to children from financially backward families and underprivileged community.
  • Employment enhancing vocational training to the youth.
  • Conducting drivers’ training program so as to minimize road accidents.
  • Training agriculture labour on skill development.
  • 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 and measures for reducing inequalities faced by socially and economically backward groups:
  • Setting up homes, hostels and day care centers for woman; such other facilities for old age women; and adopting measures for reducing inequalities faced by socially and economically backward women through.
  • Activities to prevent discrimination of girl child and promote girl education and employment.
  • Activities for women empowerment and health care of pregnant women.
  • Support old age homes.
  • Support orphanages.
  • To provide financial assistance to organizations working on the similar objective.
  • Any other project related to the above.
  • 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 including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga:
  • Plantation drives in schools, villages, our manufacturing units & offices/business premises and other areas in general;
  • Reviving endangered plants, promoting agro-forestry;
  • Adoption of wastelands to cultivate plants;
  • Promoting biodiversity;
  • Animal welfare and veterinary services.
  • Technical support and knowhow for improving farming and building capacities of small farmers.
  • Promoting alternate energy resources.
  • Product life cycle analysis from the soil conservation point of view.
  • Renewable energy projects-Design and implement community based projects for energy efficiency & energy conservation, RE technology, pollution reduction and environment protection such as promoting use of solar energy, smokeless cook stoves, etc.

5. 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.

6. Measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows.

7. Training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports.

8. Contribution to Prime Minister’s National Relief Fund or or Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, Scheduled Tribes and other backward classes, minorities and women.

9. (a) Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government; and

(b) Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs)

10. Rural development projects:

  • Strengthening rural areas by improving accessibility drinking water, sanitation, power and livelihoods, thereby creating sustainable villages.
  • Achieving community development goals through construction of roads, providing drainage systems, electricity and rehabilitating natural disaster-affected victims in rural areas.
  • Any project meant for the development of rural India will be covered under this.
  1. Slum area development
  1. Disaster management, including relief, rehabilitation and reconstruction activities.

DISCLOSURES ON THE WEBSITE OF THE COMPANY, IF ANY:

The following shall be placed on the website of the Company:

  • Composition of CSR Committee
  • CSR Policy
  • Projects approved by the Board