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ContentsIntroduction
Objectives of the Policy
Scope Of Corporate SocialResponsibility Policy
Governance Structure
CSR Committee
CSR Expenditure
Monitoring
CSR Focus Areas
Amendments to the Policy
Reporting
Guiding Principles
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IntroductionCorporate Social Responsibility (CSR) is a way of conducting business, by which corporate entities
visibly contribute to the social good. The goal of CSR is to integrate economic, environmental and social
objectives with the company’s operations and growth. CSR is the process by which an organization
thinks about and evolves its relationships with society for the common good and demonstrates its
commitment by giving back to the society for the resources it used to flourish by adoption of appropriate
business processes and strategies.
The main objective of a CSR policy is to make CSR a key business process for sustainable development
of society. In its endeavors to mutually achieve the said objective, the Act stipulates the provisions
regarding mandatory adherence to CSR practices by companies meeting the prescribed criteria.
This CSR policy ("CSR Policy") of Sabre Travel Technologies Private Limited (the “Company”) is in
accordance with the provisions of Section 135 of the Companies Act, 2013 (as amended from time to
time, the “Act”) and rules and regulations made thereunder, including the Companies (Corporate Social
Responsibility Policy) Rules, 2014 ("Rules").
Objectives of the Policy1. To lay down the guidelines for the Company to evolve its relationship with society by way of
social and economic contribution and by giving back to the society for the resources it used to
flourish by adoption of appropriate business processes and strategies.
2. To fulfill the directive of the Act enjoining companies meeting the prescribed criteria to develop
and implement a CSR policy specifying the activities to be undertaken by the Company.
3. To prepare list of activities, programs, initiatives and projects to be undertaken during the
implementation year, and an annual action plan specifying modalities of execution and
implementation schedules for the same.
Scope Of Corporate Social Responsibility Policy
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This CSR Policy would pertain to all activities undertaken by the Company towards fulfilling its corporate
social responsibility objectives. The CSR Policy would also ensure compliance with the Act and would
include the activities as covered under Schedule VII to the Act and the Rules and as amended from time
to time. This CSR Policy is a statement containing the approach and direction given by the Company's
board of directors ("Board"), taking into account the recommendations of its CSR Committee, and
includes guiding principles for selection, implementation and monitoring of activities as well as
formulation of the annual action plan.
Governance StructureThe Corporate Social Responsibility Committee ("CSR Committee") is the governing body that will
articulate the scope of CSR activities for the Company and ensure compliance with the CSR Policy.
CSR CommitteeThe Company will constitute a CSR Committee of the Board consisting of two or more directors The CSR
Committee may delegate its responsibility to any senior or key managerial person(s) or a sub-committee
as and when deemed fit for implementation of CSR programs approved by the Board. The key
managerial person(s) or a sub-committee shall work under the supervision of the Board, the CSR
Committee and report the activities and expenditures in accordance with this CSR Policy and the Act. The
CSR Committee will meet as and when it considers it necessary.
The following shall be the terms of reference of the CSR Committee:
1. Formulate and recommend to the Board, the activities to be undertaken by the Company
as specified in Schedule VII to the Companies Act, 2013 (CSR Activities).
2. To formulate and recommend to the Board, an annual action plan in pursuance of the CSR
Policy, which shall include the following:
(a) the manner of execution of such projects or programmes as specified in rule 4 of the Rules;
(b) the modalities of utilization of funds and implementation schedules for the projects or programmes;
(c) monitoring and reporting mechanism for the projects or programmes; and
(d) details of need and impact assessment, if any, for the projects undertaken by the Company.
Provided that the Board may alter such annual action plan or any part thereof at any time during a
financial year based on the recommendation of the CSR Committee.
3. Adhere to Section 135 of the Act & the Rules (including any statutory modifications,
amendments or re-enactments thereto for the time being in force).
4. Recommend the amount of expenditure to be incurred on the CSR Activities and in
consultation with the Sabre Finance team on the disposable amount.
5. Monitor the execution and implementation of the CSR Policy and the annual action plan
formulated in accordance with this CSR Policy and approved by the Board.
5. Implement the CSR Activities approved by the Board and perform any other duties and
responsibilities that are consistent with the CSR Committee's purpose, and as Board or
the CSR Committee deems necessary or appropriate.
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CSR ExpenditureThe CSR Committee will abide by the provisions relating to annual expenditure on CSR activities as laid
down in the Act read with the Rules, as amended from time to time. The expenditure on CSR Activities
shall be in compliance with section 135 of the Act and the Rules.
7. As and when the CSR Committee deems appropriate and necessary, select and seek the
advice of outside counsel and advisers, on CSR Activities or otherwise in relation to the
activities undertaken by the Company pursuant to this CSR Policy.
8. Assess the independence of any outside counsel and advisers (whether retained by the
CSR Committee or the management of the Company) that provide advice to the CSR
Committee, before selecting or receiving advice from them.
9. At least annually, assess whether the work of CSR consultants involved in determining or
recommending executive or director remuneration has raised any conflict of interest.
10. Review the progress of CSR Activities as and when the Committee meets.
11. Ensure that all CSR partners are onboarded only post all due-diligence activities are
conducted and after they have registered themselves in accordance with the provisions
of the Act and the Rules.
12. Maintain meeting minutes and report the progress of CSR initiatives and activities to the
Board on a regular basis.
13. Carry out additional functions as are contained in any regulatory requirements applicable
to the Company or in the terms of reference of the CSR Committee.
Consistent with the above the CSR Committee of the Board currently has the following members:
CSR Committee Directors: • Jaya Kumar K
• Arun Revi
CSR Committee Members
• Jacksy Verghese
• Aniisu K Verghese
• Vinod Kesvan
• Rachel Eugene
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Without limiting the generality of the previous sentence, the following shall apply to CSR expenditures
made by the Company in pursuance of this CSR Policy -
(a) The surplus arising out of the CSR Activities shall not form part of the business profit of the
Company and shall be ploughed back into the same project or shall be either (i) transferred to the
Unspent CSR Account in accordance with Section 135 of the Act and spent in pursuance of this
CSR Policy and the annual action plan made pursuant to the CSR Policy; or (ii) transferred to a
fund specified in Schedule VII to the Act, in each case within a period of 6 months of the expiry of
the relevant financial year.
(b) If the Company fails to spend the prescribed amount in any financial year, the Board's annual
report shall disclose the reasons for not spending such amount, and unless the unspent amount
relates to any Ongoing Project, such unspent amount shall be transferred to a fund specified in
Schedule VII to the Act, within a period of 6 months of the expiry of such financial year. If the
unspent amount relates to any Ongoing Project, the Company shall, within a period of 30 days
from the end of the relevant financial year, transfer such amount to the Unspent Corporate Social
Responsibility Account. The amount in the Unspent Corporate Social Responsibility Account shall
be spent by the Company in pursuance of its obligations under this CSR Policy within a period of
3 financial years from the date of such transfer, failing which, the Company shall transfer the
same to a fund specified in Schedule VII to the Act, within a period of 30 days from the date of
completion of the 3rd financial year..
(c) If the Company spends in excess of the prescribed amount, the excess may be set-off against the
amount required to be spent in the immediately succeeding 3 financial years subject to the
conditions that – (a) the excess amount available for set off shall not include the surplus
arising out of the CSR activities, if any; and (b) the Board shall pass a resolution to that effect.
(d) The Board shall ensure that Administrative Overheads do not exceed 5% of the Company's total
CSR expenditure in any financial year.
(e) The CSR amounts may be spent by the Company for the creation or acquisition of a capital asset,
which shall be held by - (a) 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 of the Rules; or (b) the beneficiaries of the said CSR project, in the form of
self-help groups, collectives, entities; or (c) a public authority, provided that any capital asset
created by the Company prior to 22 January 2021 shall within a period of 180 days from such
date (i.e., within 21 July 2021) comply with this requirement, which may be extended by a further
period of not more than 90 days with the approval of the Board based on reasonable justification.
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"Ongoing Project", for the purposes of this CSR Policy, means a multi-year project undertaken by the
Company in fulfilment of its CSR obligations having timelines not exceeding 3 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 1 year by the Board based on
reasonable justification.
"Unspent Corporate Social Responsibility Account", for the purposes of this CSR Policy, means a special
account for a particular financial year opened by the Company in any scheduled bank, in accordance with
the Act and the Rules for depositing amounts remaining unspent in a financial year pursuant to any
Ongoing Project.
"Administrative Overheads", for the purposes of this CSR Policy, mean the expenses incurred by the
Company for ‘general management and administration’ of CSR functions in the Company but shall not
include the expenses directly incurred for the designing, implementation, monitoring, and evaluation of a
particular CSR project or programme.
MonitoringThe CSR Committee shall ensure a transparent monitoring mechanism for CSR Activities. The Board
shall review the progress of CSR Activities at least annually, and shall satisfy itself that the funds
disbursed for CSR Activities have been utilised for the purposes and in the manner as approved by it and
the Chief Financial Officer of the Company or the person responsible for financial management of the
Company shall certify the same. In case of any Ongoing Project, the Board shall monitor the
implementation of the project with reference to the approved timelines and year-wise allocation and
shall be entitled to make modifications, if any, for smooth implementation of the project within the
overall permissible time period.
CSR Focus AreasSubject to the provisions of the Act and the Rules, the Company will support one or more programs and
activities as mentioned under Schedule VII of the Companies Act, 2013 and also such other activities
including but not limited to the following:
(i) Eradicating hunger, poverty and malnutrition, promoting health care including preventive
health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central
Government for the promotion of sanitation and making available safe drinking water.
(ii) Promoting education, including special education and employment enhancing vocation skills
especially among children, women, elderly and the differently abled and livelihood enhancement
projects.
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(iii) 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.
(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
including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of
river Ganga.
(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 art and handicrafts.
(vi) 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.
(vii) Training to promote rural sports, nationally recognised sports, paralympic sports and olympic
sports.
(viii) Contribution to the prime minister's national relief fund 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 for disadvantaged groups of the
schedule caste, tribes, other backward classes, minorities and women;
(ix) Contribution to incubators funded by Central Government or State Government or any agency or
Public Sector Undertaking of Central Government or State Government, and contributions to public
funded Universities, Indian Institute of Technology (IITs), National Laboratories and Autonomous
Bodies (established under the auspices of Indian Council of Agricultural Research (ICAR), Indian
Council of Medical Research (ICMR), Council of Scientific and Industrial Research (CSIR), Department
of Atomic Energy (DAE), Defence Research and Development Organisation (DRDO), Department of
Science and Technology (DST), Ministry of Electronics and Information Technology) engaged in
conducting research in science, technology, engineering and medicine aimed at promoting
Sustainable Development Goals (SDGs).
(x) Rural development projects.
(xi) Slum area development. Explanation.- For the purposes of this item, the term `slum area' shall
mean any area declared as such by the Central Government or any State Government or any other
competent authority under any law for the time being in force.
(xii) Disaster management, including relief, rehabilitation and reconstruction activities.
Amendments to the PolicyThe CSR Committee will review this CSR Policy from time to time and may recommend amendments to
it as it deems appropriate. The Company is committed to continuously reviewing and updating our
policies and procedures. Any amendment of any provision of this CSR Policy must be approved in
writing by the Company’s Board as per the recommendations of the CSR Committee and in applicable
regulatory filings pursuant to applicable laws and regulations, together with details about the nature of
the amendment.
Guiding PrinciplesThe Company's CSR contributions shall be towards any activities undertaken within India. This CSR
Policy, the Company and the CSR Committee will give preference to the local area and areas around it
where the Company and its offices operate, in spending the amount earmarked for CSR activities.
Reporting(a) The Board's report pertaining to any financial year shall include an annual report on CSR
containing particulars specified in Annexure I or Annexure II of the Rules, as applicable.
(b) In the event the Company's average CSR obligation becomes INR 10,00,00,000 or more in
pursuance of subsection (5) of section 135 of the Act, in the 3 immediately preceding financial
years: (i) the Company shall undertake an impact assessment, through an independent agency,
of its CSR projects having outlays of INR 1,00,00,000, and which have been completed not less
than 1 year before undertaking the impact study; and (ii) the impact assessment reports shall be
placed before the Board and shall be annexed to the annual report on CSR.
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