CSR Policy

COMPANY BACKGROUND
Pheroze Framroze & Company Private Limited (the Company) has been in the foreign exchange business since 1947, a landmark year in India’s history. The Company has adopted policies to coincide with their vision, mission and values, in strong adherence to the core principles of Corporate Social Responsibility. The Company follows ethical standards and value creation, whilst contributing to economic, environmental and social objectives. The Company believes in trust, confidence and commitment to the social and economic development of communities from where it operates. The Company continues to respect the interests of and be responsive towards the underprivileged and society at large.
KEY WORDS & MEANINGS
  1. “Act” shall mean the Companies Act 2013, including any modifications, amendments or re-enactment thereof.
  2. “Corporate Social Responsibility (CSR)” means and includes but is not limited to :—
    • Projects or programs relating to activities specified in Schedule VII to the Act; or
    • 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.
  3. “Approved Budget” shall mean the total budget as approved by the Board of the Company upon the recommendation of the CSR Committee, which is to be utilized for CSR Projects.
  4. “Board” shall mean the Board of Directors of the Company.
  5. “CSR Annual Plan” shall mean the annual plan detailing the CSR expenditure for the year.
  6. “CSR Committee” shall mean the Corporate Social Responsibility Committee constituted by the Board of the Company in accordance with the Act.
  7. “CSR Policy” shall mean the present Corporate Social Responsibility Policy of the Company, which covers the activities to be undertaken by the Company as specified in Schedule VII to the Act and the CSR Expenditure thereon.
  8. “CSR Projects” or “Projects” shall mean Corporate Social Responsibility projects / activities / programs / initiatives instituted in India, either new or ongoing, and include but are not limited to those undertaken by the Board in pursuance of recommendations of the CSR Committee as per the declared CSR.
  9. “Financial Year” shall mean the period beginning from 1st April of every year to 31st March of the succeeding year.
  10. “Net Profit” shall mean the net profit as per the Act and Rules based on which the specific percentage for CSR expenditure has to be calculated.
  11. “Rules” shall mean the Companies (Corporate Social Responsibility) Rules 2014, including any re‐enactment, modifications or amendments thereof.
VISION STATEMENT ON CSR
The Vision of Pheroze Framroze and Company Private Limited is to pursue a corporate strategy that enables realization of shareholder value enhancement and societal value creation in a synergized manner.

Pheroze Framroze and Company Private Limited follow its CSR philosophy of:
“Give with Joy”

The Company’s Vision is to be a responsible player in the industry and demonstrate environmental, transparent and ethical behavioral practices which will contribute to the economic and sustainable development within the Company, industry and society at large.

At the Company, CSR has effectively looked as corporate community investments, which take the form of creating value for stakeholders. The Company’s CSR activities build an important bridge between business operations and social commitment evolving into an integral part of business functions, goals and strategy.

In the Company’s CSR journey, it shall selectively deploy it’s financial resources earmarked for CSR to drive an Action Agenda in line with Schedule VII of The Companies Act, 2013 as recommended by the CSR Committee of the Company and overseen by the Board of Directors.
MISSION STATEMENT ON CSR
The Company’s mission is to act as a “Committed Corporate Citizen” towards social responsibility to make a positive difference and sustainable development within the Company, industry and society at large.
OBJECTIVES OF CSR
Pheroze Framroze and Company Private Limited will act a good corporate citizen and aim at supplementing the role of Government in enhancing welfare measures of society within the framework of its policy. The objective of the CSR Policy ( the Policy) is to make CSR a key business process for sustainable development within the Company, industry and society at large. It is recognized that integrating social, environmental and ethical responsibilities into the governance of businesses ensures long term success, competitiveness and sustainability. The Policy lays down the guidelines and mechanism for undertaking CSR activities.

The guiding principle is to participate / donate / contribute to Trusts or Institutions that are formed for the purpose of spending CSR expenditure or to the trusts that already exist for any purpose, which is same as one of those mentioned in Schedule VII of the Companies Act, 2013.
CSR COMMITTEE
A CSR Committee has been constituted in accordance with the provisions of the Act. The CSR Committee may invite other experts / invitees as per its requirements. The CSR Committee shall comprise of the following:

Mr. Framroze Pheroze Mehta - Chairman and Managing Director

Ms Zarina Framroze Mehta - Director

Mr. Khurshed Naval Balsara - Member

ROLE OF THE CSR COMMITTEE
  1. To formulate the CSR Policy, including the CSR Activities to be undertaken by the Company and to recommend any subsequent changes / modifications / amendments to the CSR Policy and recommend the same to the Board for approval.
  2. To review and recommend any new CSR initiatives to be taken up by the Company towards its employees and society at large and / or to participate with such institutions which partake in CSR activities.
  3. To ensure projects / corpus for relief funds are approved by all members; funds are deployed judiciously; accounts are audited and projects delivered per schedule with the assistance of internal / external agencies / partners.
  4. To timely implement CSR Activities approved by the Board in compliance with the applicable provisions of the Act and CSR Rules.
  5. To institute an implementation and monitoring mechanism of assessments and reviews for CSR compliance on a regular basis by providing periodic reports to the Board on implementation and progress of CSR activities.
  6. To review the progress of CSR investments already done by the Company and the utilization of sanctioned budgets. To carry out such other functions as may be delegated to it by the Board relating to the CSR activities of the Company.
  7. To forward an end-of-year CSR Report which shall be included in the Chairman’s Annual Report. The Board in turn shall be responsible to ensure that the statutory requirements as may be prescribed from time to time under the Act and the CSR Rules are complied with.
CSR INITIATIVES
In line with Schedule VII of the Companies Act 2013 and 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.
EFFECTS OF INTERPRETATIONS / CLARIFICATIONS AND AMENDMENTS ON PROJECTS / PROGRAMS / ACTIVITIES
The objective of the Policy is to act as a guideline for the Company in its endeavour to undertake socially relevant activities that will result in the overall objective of the Company to create societal capital / assets for the common good and the list of activities shall be interpreted in a manner that will advance these objectives. The Policy shall be deemed to have been amended or modified to the extent of any modification or amendment or clarification issued by the Central Government from time to time in relation to the CSR obligations of companies and shall be interpreted accordingly.
AMENDMENT OF CSR POLICY
The CSR Committee is empowered to amend or modify the CSR Policy and such changes shall be placed before the Board for its approval. The Board may, subject to compliance with applicable law at any time, approve or alter, amend or modify the CSR Policy as it deems fit to comply with the statutory obligations to undertake CSR Activities.
CSR BUDGET
  1. The CSR Committee shall prepare a CSR Budget for each financial year when the Company crosses the threshold criterion as envisaged under the said Act.
  2. It is the clear intent of the Company to spend in each Financial Year a minimum of 2% of average Profit after Tax earned during THREE preceding Financial Years towards its CSR Activities, as and when the trigger applies. Any unspent amount will be fully spent in the succeeding year without any further carry-over.
  3. Any surplus arising out of CSR Activities shall be wholly redeployed only in CSR Activities.
CSR EXPENDITURE AND ALLOCATION
  1. The expenditure by the Company shall be as per the requirements of the Companies Act 2013.
  2. The Company may in compliance with the provisions of the Act and CSR Rules include notifications and clarifications issued for the CSR Expenditure.
  3. The Board shall approve the allocation of the CSR Expenditure on the CSR Activities as per the Company Act 2013.
REPORTING
  1. The CSR Committee shall maintain proper minutes of all its meetings.
  2. The CSR Committee shall prepare an annual report on the CSR Activities undertaken with such information and particulars as may be required by the Act and such report shall be included in the Board’s Report annexed to the Company’s financial statements.
DISCLOSURE
  1. The Company shall place its CSR Policy on its official website. All changes in the CSR Policy shall be uploaded to the website on continuous basis within a reasonable timeframe.
  2. The Company shall disclose the contents of its CSR Policy in its Report to shareholders. It shall also specifically explain the reasons for not spending the minimum threshold amount, if any, within the specified financial year for any reason whatsoever.
REVIEW
The CSR Committee shall review once a year the Policy and suggest changes, if and when required. The Board in turn shall consider the same on the basis of the recommendations so received.