CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

(As modified and approved on 03.05.2021)*

1. Introduction

1.1 DEFFREE ENGINEERING PRIVATE LIMITED

At DEFFREE ENGINEERING PRIVATE LIMITED (CIN: U02720TZ1995PTC005847), we never lose sight of our responsibility to the environment and society. Our commitments towards Corporate Social Responsibility include but not limited to, promotion of education and healthcare, energy and climate change, and betterment of the society through respect for universal human rights and the environment, acting with integrity and accountability and operating responsibly and sustainably.

1.2 CSR in India

Corporate bodies’ involvement in CSR activities is not a new concept in India. Industrial majors are engaged in social development activities since long back. However, the Companies Act, 2013 has brought it under the legal purview. The concept of CSR is introduced through “Comply-or-Explain” mandate. It mandates qualifying companies to constitute Corporate Social Responsibility Committee to effectively monitor CSR activities of the Company. Further the Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as “the CSR Rules”) lay down the framework and modalities for carrying out CSR activities which are specified in Schedule VII of the Act.

2. Objective and Scope

2.1 Objective

The main objective of the CSR Policy is to lay down guidelines for DEFFREE ENGINEERING PRIVATE LIMITED (hereinafter referred to as ‘the Company’) to make CSR as one of the key focus areas to adhere to DEFFREE ENGINEERING PRIVATE LIMITED’s global interest in environment and society that focuses on making a positive contribution to society through effective impact and sustainable development programs.

2.2 Scope and Coverage

This Policy covers the proposed CSR activities to be undertaken by the Company and ensuring that they are in line with Schedule VII of the Act as amended from time to time. It covers the CSR activities which are being carried out in India only and includes strategy that defines plans for future CSR activities.

The areas of focus are:

A] Promoting education, training for underprivileged.

B] Medical Aid to poor.       

C] Infrastructure

D] Sanitation

Based on the need as per CSR Committee, any other areas / activities which are covered under Schedule VII of the Companies Act.

2.3 Implementation of CSR activities

The Company may undertake the CSR activities directly on its own or through Company / Entity / Registered Public Trust / Registered society as approved under Companies (Corporate Social Responsibility Policy) Rules or partly on its own and partly through such aforesaid approved Company / Entity / Registered Public Trust /Registered society as may be recommended by the CSR Committee and approved by the Board.

Where contributions or CSR activities are made or carried through aforesaid approved Company / Entity / Registered Public Trust / Registered society, the company shall obtain a Fund Utilization Certificate from them and submitted to the CSR Committee.

3. Corporate Social Responsibility (CSR) Committee

The CSR activities of the Company shall include, but not limited to any or all of the sectors/activities as may be prescribed by Schedule VII of the Companies Act, 2013 amended from time to time. Further, the Company will review the sectors/activities from time to time and make additions/ deletions/ clarifications to the above sectors/activities.

3.1. Constitution

Pursuant to the provisions of Section 135 of the Act, the Board of Directors shall constitute the Corporate Social Responsibility (CSR) Committee. The Members of CSR shall be appointed by the Board of Directors of the Company which must consist of at least two or more Directors. Accordingly, the constitution of CSR Committee formed by DEFFREE ENGINEERING PRIVATE LIMITED, India is as follows:

3.2. Functions and Powers of the Committee

To effectively implement the objectives of the Company with respect to CSR, the Committee is vested with the following functions and powers:

a. Formulate CSR Policy and recommend the same to the Board of Directors of the Company for approval

b. Recommend CSR activities as stated under Schedule VII of the Act

c. Approve to undertake CSR activities, if necessary, in collaboration with DEFFREE ENGINEERING PRIVATE LIMITED group companies/other Companies/firms/NGOs etc., and to separately report the same in line with the CSR Rules

d. Recommend the CSR Budget

e. Spend the allocated CSR amount on the CSR activities once it is approved by the Board of Directors of the Company in accordance with the Act and the CSR Rules

f. Create transparent monitoring mechanism for implementation of CSR initiatives in India

g. Submit the Reports to the Board in respect of the CSR activities undertaken by the Company

h. Monitor CSR Policy from time to time

i. Monitor activities/charter of Internal Working and Monitoring Group (WG) who are authorized to ensure that the CSR activities of the Company are implemented effectively

j. Authorize executives of the Company to attend the CSR Committee Meetings, if necessary

3.3. Meetings of the Committee

For smooth functioning of the Committee, the members shall meet as below to discuss such matters and to take such decisions as may be necessary;

a. The CSR Committee shall hold a minimum number of one meeting in a year.

b. The members of the Committee may mutually agree between them regarding time and place for the said meetings.

c. The quorum for the CSR Committee Meeting shall be one-third of its total strength (any fraction contained in that one-third be rounded off as one) or two members, whichever is higher.

d. The Members of the Committee may participate in the meeting either in person or through video conferencing or other audio visual means as may be convenient.

4. CSR Spend

The Companies Act, 2013 prescribes that the companies which meet the criteria specified U/s. Sec. 135 shall allocate certain portion of its annual net profits (calculated as per Sec. 198) during the three immediately preceding financial years to be spent on CSR Activities that fall under the categories specified under Schedule VII of the Act.

4.1. CSR Expenditure

a) Administrative Overheads:

Administrative overheads shall not exceed five percent of total CSR expenditure of the company for the financial year.

b) Surplus arising out of the CSR activities:

Any surplus arising out of the CSR activities shall not form part of the business profit of a company and shall be ploughed back into the same project or shall be transferred to the Unspent CSR Account and spent in pursuance of 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.

c) Excess spend

 Where a company spends an amount in excess of requirement provided under subsection (5) of section 135, such excess amount may be set off against the requirement to spend under sub-section (5) of section 135 up to immediate succeeding three financial years subject to the conditions that – (i) the excess amount available for set off shall not include the surplus arising out of the CSR activities, if any, in pursuance of sub-rule (2) of this rule. (ii) the Board of the company shall pass a resolution to that effect.

d) Capital asset:

Where a company spent any CSR amount for creation or acquisition of a capital asset, such asset shall be held only by –

(i) a company established under section 8 of the Act, or a Registered Public Trust or Registered Society, having charitable objects and CSR Registration Number under sub-rule (2) of rule 4; or

(ii) beneficiaries of the said CSR project, in the form of self-help groups, collectives, entities; or

(iii) a public authority:

e) Unspent amount

(i) Not Relating to Ongoing Project

Transfer such unspent amount to a Fund specified in Schedule VII, of the Companies Act, within a period of 6 (six) months of the expiry of the financial year or such other period prescribed under the Companies Act / Rules thereof.

(ii) Relating to Ongoing Project

(i) Transfer such unspent amount to a special bank account “Unspent Corporate Social Responsibility Account – “2021- 2022)”, within a period of 30 (Thirty) days from the end of the financial year or such other period prescribed under the Companies Act / Rules thereof.

(ii) Such transferred 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, within a period of 30 (Thirty) days from the date of completion of the third financial year or such other period prescribed under the Companies Act / Rules thereof.

5. CSR Initiatives

Persuant to Schedule VII of the Act and the CSR Rules, the Company shall undertake CSR activities included in its Annual CSR Plan, as recommended by the CSR Committee at the beginning of each year. The Committee is authorized to approve any modification to the existing Annual CSR Plan or to propose any new program during the financial year under review.

5.1. Annual CSR Plan

The Annual CSR Plan is a yearly plan of CSR activities that would be placed before the Board of Directors of the Company based on recommendation of its CSR Committee which outlines inter alia the following aspects of CSR initiatives of the Company:

• Project Proposals
• Targeted Beneficiaries and their key needs
• Alignment with Schedule VII
• Project Goals and milestones
• Activities and Timelines including expected closure dates
• CSR Budget with projections
• Monitoring mechanism
• Progress reporting and frequency of reports
• Risks and mitigation strategies
• Any other information as may be required by the CSR Committee

5.2. Collaboration

It is expressly allowed under the CSR Rules that the Company may collaborate with any other Company or association formed in this regard subject to approval by CSR Committee, to implement CSR activities and the same shall form a part of the Annual CSR Plan.

6. Reporting and publication of CSR policy

As per the CSR Rules, the contents of the CSR Policy shall be included in the Directors’ Report and the same shall be displayed on the Company’s website, if any.

7. Monitoring Mechanism

To ensure effective implementation of the CSR programmes undertaken, a monitoring mechanism is put in place.

• Progress of the CSR activities under implementation is reported to the CSR committee on a regular basis
• The Company may also try to obtain feedback from the beneficiaries of each program and present it to the CSR committee
• Appropriate documentation of the CSR Policy, annual CSR activities, CSR budget, details of the executing partners, and the expenditure entailed will be reviewed on a regular basis.

8. Policy review and future amendment

The Board of Directors may revise/ amend this CSR Policy based on the recommendations of the CSR committee or to bring the same in line with the guidelines or amendments issued from time to time by Government on the subject.

COMPOSITION OF BOARD AND ITS COMMITTEE

BOARD OF DIRECTORS

 [Annexure – A to Directors’ Report]

Annual Report on Corporate Social Responsibility (CSR) Activities

 (as per annexure attached to the Companies (Corporate Social Responsibility Policy Rules, 2014)

1. Brief outline on CSR Policy of the Company.

Your Company is committed to operate and grow its business in a socially responsible way. The Company’s vision is to grow its business, whilst reducing the environmental impact of its operations and increasing its positive social impact. Being the developing nation with a tradition of respecting elderly people, we need to remember, recognize and nurture younger ones too by supporting their education and health care needs. 

The CSR Committee has recommended supporting students who could not pay the cost of education, providing / upgrading infrastructure of rural schools and extending financial aid to those who could afford urgent medical care.  Besides company extended its support to the people whose life was devastated by natural calamities like earth quake and floods.

2. Composition of CSR Committee:

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company:

CSR Policy         : http://www.deffree.com/deffree/#DEF_csr

CSR Committee : http://www.deffree.com/deffree/#DEF_csr

CSR Reports      : http://www.deffree.com/deffree/#DEF_csr       

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report) – Not Applicable

 5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

6. Average net profit of the company as per section 135(5)                             –  Rs.9,17,57,894/-

7. (a) Two percent of average net profit of the company as per section 135(5) –                                                                                                               Rs. 18,35,158/-

     (b) Surplus arising out of the CSR projects or programmes or activities of

        the previous financial years                                                                       – Nil

    (c) Amount required to be set off for the financial year, if any                      – Rs. 7,19,334/-

    (d) Total CSR obligation for the financial year (7a+7b-7c)                           – Rs.11,15,824/-

8. (a) CSR amount spent or unspent for the financial year:

(b) Details of CSR amount spent against ongoing projects for the financial year:

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(d) Amount spent in Administrative Overheads: Nil

(e) Amount spent on Impact Assessment, if applicable: Nil

(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs. 11,15,824/-

(g) Excess amount for set off, if any: Nil

9. (a) Details of Unspent CSR amount for the preceding three financial years:

 (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details):

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5) – Not Applicable

Place: Coimbatore                                

Date: 05.09.2022                                  

Form No. MGT-7

ANNUAL RETURN 

As on the financial year ended on 31/03/2022 

Of 

DEFFREE ENGINEERING PRIVATE LIMITED

[Pursuant to Section 92(1) of the Companies Act, 2013

And

 Rule 11(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

*Number of business activities : 2

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (INCLUDING JOINT VENTURES)

*No. of Companies for which information is to be given – 0

IV. SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY

i) Share Capital

a) Equity share capital

Number of classes :1 

(b) Preference share capital

Number of classes : 0

(C) Unclassified share capital

 (D) Break-up of paid-up share capital

ISIN of the equity shares of the company:.

(ii) Details of stock split/consolidation during the year (for each class of shares) – Not Applicable.

(iii)  Details of shares/Debentures Transfers since closure date of last financial year (or in the case of the first return at any time since the incorporation of the company)*

Nil

[Details being provided in a CD/Digital Media]  o Yes o No  o Not applicable

 Separate sheet attached for details of transfers  o Yes  o No

Note: In case list of transfer exceeds 10, option for submission as a separate sheet attachment or submission in a CD/Digital Media may be shown.

(iv) *Debentures (Outstanding as at the end of financial year)

Details of debentures

 (v)  Securities (other than shares and debentures)

V. *Turnover and net worth of the company (as defined in the Companies Act,2013)

(i) Turnover :  Rs. 36,20,08,520

(ii) Net worth of the Company :Rs.92,99,43,619

(a) *SHARE HOLDING PATTERN – Promoters 

Total number of shareholders (promoters) : 5

(b) *SHARE HOLDING PATTERN – Public/Other than promoters

Total number of shareholders (other than promoters) : 1

Total number of shareholders (Promoters + Public/Other than promoters) : 6

VII. *NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS 

(Details, Promoters, Members (other than promoters), Debenture holders)

VIII. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

 (A) *Composition of Board of Directors

Number of Directors and Key managerial personnel (who is not director) as on the financial year end date : 4

(B) (i) *Details of directors and Key managerial personnel as on the closure of financial year 

(ii) Particulars of change in director(s) and Key managerial personnel during the Year :1

IX. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE

BOARD OF DIRECTORS

A. MEMBERS/CLASS /REQUISITIONED/CLB/NCLT/COURT CONVENED MEETING

Number of meetings held : 1

B. BOARD MEETINGS

*Number of meetings held: 5

C. COMMITTEE MEETINGS

Number of meetings held: 5

 D. *ATTENDANCE OF DIRECTORS

X. *REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL –

A. Number of Managing Director, Whole-time Directors and/or Manager whose remuneration details to be entered : 0

B. Number of CEO, CFO and Company secretary whose remuneration details to be entered : NIL

C. Number of other directors whose remuneration details to be entered : 4

XI. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES

A. *Whether the company has made compliances and disclosures in respect of applicable provisions of the Companies Act, 2013 during the year                                  P Yes                o No

B. If No, give the reasons/observations

XII. PENALTY AND PUNISHMENT – DETAILS THEREOF

(A) DETAILS OF PENALTIES / PUNISHMENT IMPOSED ON COMPANY/DIRECTORS /OFFICERS

………….. Nil ……………. 

(B) DETAILS OF COMPOUNDING OF OFFENCES  Nil

XIII. Whether complete list of shareholders, debenture holders has been enclosed as an attachment           P Yes                   O No

 (In case of ‘No‟, submit the details separately through the method specified in instruction kit)

XIV. COMPLIANCE OF SUB-SECTION (2) OF SECTION 92, IN CASE OF LISTED COMPANIES

In case of a listed company or a company having paid up share capital of Ten Crore  rupees or more or turnover of Fifty Crore rupees or more, details of company secretary in whole time practice certifying the annual return in Form MGT-8.

Name :

Whether associate or fellow :

Certificate of practice number :

I/We certify that:

a) The return states the facts, as they stood on the date of the closure of the financial year aforesaid correctly and adequately.

b) Unless otherwise expressly stated to the contrary elsewhere in this return, the Company has complied with applicable provisions of the Act during the financial year.

c) The company has not, since the date of the closure of the last financial year with reference to which the last return was submitted or in the case of a first return since the date of incorporation of the company, issued any invitation to the public to subscribe for any securities of the company

d) the annual return discloses the fact that the number of members, (except in case of one person company), of the company exceeds two hundred, the excess consists wholly of persons who under second proviso to clause (ii) of sub-section (68) of section 2 of the Act are not to be included in reckoning the number of two hundred.

DECLARATION 

I am authorised by the Board of Directors of the company vide resolution no. 06 dated 06/10/2021 (DD/MM/YYYY) to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made there under in respect of the subject matter of this form and matters incidental thereto have been complied with. I further declare that:

1. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.

2. All the required attachments have been completely and legibly attached to this form.

Note: Attention is also drawn to the provisions of section 447, sections 448 and 449 of the Companies, Act, 2013 which provide for punishment for fraud, punishment for false statement and punishment for false evidence respectively.

To be signed by

Director : Subramaniam Saravanan

DIN of the Director : 02106712

To be signed by

o    Company Secretary :

• Company Secretary in practice:

Membership number : 5865

Certificate of practice number :3176

Attachments

1. list of share holders, debenture holders;

2. Approval letter for extension of AGM;

3. Copy of MGT-8;

4. Optional Attachments, if any.