CSR Policy

MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility (CSR) has been an integral part of the way we have been doing our business since inception. This has also enabled us to fulfill our commitment to be a socially responsible corporate citizen.

Constitution of a Corporate Social Responsibility Committee of the Board and formulation of a Corporate Social Responsibility Policy has become mandatory under the Companies Act, 2013. Accordingly, our Company has formulated this CSR Policy which encompasses its philosophy and guides its sustained efforts for undertaking and supporting socially useful programs.

The main objective of Company’s CSR policy is

to lay down guidelines to make CSR a key business process for sustainable development of the society.

to directly/indirectly undertake projects/programs which will enhance the quality of life and economic well-being of the communities in and around us and society at large.

To generate goodwill and recognition among all stakeholders of the company.

In this Policy, unless the context otherwise requires;

“Act” shall mean the Companies Act, 2013 including any modifications, amendments or re-enactment thereof.

“Rules” shall mean the Companies (Corporate Social Responsibility) Rules, 2014, including any modifications, amendments or re-enactment thereof.

“Financial Year” shall mean the period beginning from 1st April of every year to 31st March of the succeeding year.

“Net Profits” shall mean the net profits of the Company as defined under the Act and the Rules based on which a specific percentage for CSR expenditure has to be calculated.

“Company” shall mean Manipal Health Enterprise Private Limited.

“Group Companies” shall mean holding, subsidiaries, and associates of the Company.

“Board” shall mean the Board of Directors of the Company.

“Approved Budget” shall mean the total budget as approved by the Board of the Company, which is to be spent or utilized for CSR activities.

“Annual Plan” shall mean the annual planned CSR expenditure for the year.

“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, comprising of three or more Directors.

“CSR Policy” shall mean the Corporate Social Responsibility Policy of the Company, which covers the yearly activities undertaken by the Company under the policy and the CSR Expenditure thereon.

“CSR Activities” shall mean all the Corporate Social Responsibility activities / programs / initiatives of the company, either ongoing or new, including but not limited to green belt / environmental protection / ecological balance / slum 4 rehabilitation / education / sports etc., and those specified in Schedule VII to the Act (as amended from time to time) at corporate office, project offices of the Company, its subsidiaries and associates wherever located, as recommended by the CSR Committee and approved by the Board.

“CSR Expenditure” shall mean all CSR expenditure as recommended by the CSR Committee and approved by Board of Directors including the following;

Contributions to CSR activities which shall be implemented and / or executed by the Company.

Contributions to CSR activities which shall be implemented through Manipal Foundation or any other Trust / Society / Section 8 Companies / Agencies established / registered to carry on the CSR activities as defined under the Rules.

Contribution to the Corpus of a Trust / Society / Section 8 Companies etc., as long as they are created exclusively for undertaking CSR activities or where the corpus is created exclusively for the purpose directly relatable to a subject covered in Schedule VII of the Act.

Any other contributions covered under Schedule VII to the Act.

“Thrust Areas” shall mean the areas or activities ascribed to them in this Policy, as amended by the CSR Committee, from time to time. Words and expressions used and not defined in the Policy shall have the same meanings respectively assigned to them in the Act and / or Rules.

In terms of section 135 of the Companies Act, 2013 and the Rules made thereunder, Board of Directors of the Company at its meeting held on 12th December 2014 has constituted a CSR Committee and the following are its members;

Dr. H Sudarshan Ballal

Mr. Rajen Padukone

Mr. Vishal G Nevatia

The CSR Committee to, inter alia, carry out the following functions;

To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and the rules made thereunder.

To recommend the amount of expenditure to be incurred on the CSR activities.

To monitor the implementation of framework of CSR Policy.

To carry out any other function as mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable, necessary or appropriate for performance of its duties.

While we strive to undertake all or any suitable activity as specified in Schedule VII to the Act, currently, we focus to support and implement the following activities as our thrust areas;

promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

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 social and economically backwards groups;

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;

training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports;

rural development projects.

CSR activities at MHEPL shall be carried out through:

Manipal Foundation- Manipal Foundation, a charitable arm of the Manipal Group was formed in 2002. Dr. T.M.A Pai, the founder and philanthropic spirit behind the Manipal Group, channelised his energies to create wealth of a different kind – touching lives of people by making an effort to empower them. This empowerment, he believed was possible by improving areas of Healthcare, Education, Vocational Skill Training and Woman Empowerment. Today, Dr Ramdas Pai, the President of the Manipal Group is carrying on the joyous responsibility of empowering people through better education and improved healthcare. Manipal Foundation has been providing funding support for social initiatives since it's inception. Over the years the impact of the Foundation's support has touched thousands of lives in Healthcare, Education, Livelihood activities and Women Empowerment.

Collaboration with other Companies undertaking projects/programs in CSR activities.

Contribution/ donation made to such other organization/ institutions as may be permitted under the applicable laws from time to time.

The CSR Committee will identify and recommend to the Board the CSR activities including the thrust areas, annual budget, planned expenditure and implementation schedule etc.

The CSR activities will be carried out directly or indirectly at the corporate office, in and around the areas of the projects of the Company, Subsidiaries and Associates.

However, this shall not bar the Company from pursuing its CSR activities in any other areas. The CSR activities will be carried out / implemented, directly or indirectly, through Manipal Foundation or any other Trust / Society / Section 8 Companies / Agencies established / registered to carry on the CSR activities as defined under the Rules.

The following activity shall not form part of the CSR activities of the Company:-

The activities undertaken in pursuance of normal course of business of a company.

CSR projects/programs or activities that benefit only the employees of the Company, its subsidiaries and Associates and their families.

Any contribution directly/indirectly to political party or any funds directed towards political parties or political causes.

Any CSR projects/programs or activities undertaken outside India.

Expenses incurred by the Company for one off events such as marathons / awards / charitable contribution / advertisement / sponsorships of TV programs etc.

Other contributions / expenses not recognized under the Act / Rules as amended or modified, from time to time.

CSR SPEND/SOURCES OF FUNDING:

The committee shall endeavour to spend atleast 2% of the average net profit during the preceding 3 financial years on CSR activities as enumerated above. The allocation of the fund shall be made as follows:-

Manipal Foundation- Such amount as may be sanctioned by the Board of Directors based on their annual budget. The amount sanctioned by the Board of MHEPL will have to be utilized for the projects/programs as specified by the CSR committees of the Company. The unspent amount, if any, at the close of the Financial year shall be retained by Manipal Foundation and shall be spent only on specified projects/programs.

Others – as decided by the CSR Committee based on the evaluation of specific project/activities. Any surplus arising out of the contribution made for CSR Activities shall not form part of the business profit of the Company and redeployed for such activities.

The CSR Committee will be responsible for the monitoring CSR activities and report to the Board from time to time. The CSR Committee shall meet at least once in a year to monitor the implementation of CSR Plan and its activities. The Committee shall ensure that the CSR Policy, as amended from time to time, is displayed on the company’s website.

The CSR Committee has the powers to:

Seek monitoring and implementation report from the Organisations receiving funds.

Delegate a designated company official to co-ordinate with the Organisation receiving funds to inspect the activities undertaken and ensure information in a timely manner.

The CSR Committee shall place before the Board, a draft annual report on CSR activities as per the specified format, in the First Board Meeting of the following year for Board’s review and finalization. The Board shall include in its report to the shareholders, the annual report on CSR activities as per the format specified under the Rules.

The Company Secretary of the Company shall assist the CSR Committee and the Board for performing their respective duties under the CSR Policy, any changes by the Government in the regulations governing the CSR activities.

Periodic reporting on the CSR activities, execution modalities, implementation schedules etc., by the CSR Committee shall be in the following format which may be amended by the CSR Committee from time to time.