This CSR policy (“Policy”) enlists objectives and procedures to fulfill social responsibility
obligations to be followed in Financial Years by Wingify Software Private Limited, pursuant to
Companies Act 2013.
1. BRIEF DESCRIPTION
2. VISION AND MISSION
Corporate Social Responsibility (CSR), a term
widely use for defining the
responsibilities of Corporate world towards the society & environment.
Although the term is not new in this Corporate world but its scope &
meaning has undergone major changes from treating it as a mere charity in
comparison with the responsibilities/duties of the Corporate towards the
The journey begins
2010 from being
friendly Company to a
Responsible Corporate Citizen for the
society as to
transform its actions of
to legally binding Corporate Social Responsible activist .To
be a global benchmark in value creation and corporate citizenship
. The company has always endeavoured to conduct its business responsibly,
mindful of its social accountability, respecting applicable laws and with
regard for human dignity.
The promoters of
Wingify Software Private Limited
, always aimed for an ethical corporate and therefore
adopted Corporate Social Responsibility
The company’s long - term CSR objective is “to improve the quality of life of
the communities we serve globally through long term value creation for all
stakeholders”, which is in alignment with the Wingify Core Purpose.
document describes the Corporate Social Responsibility Policy (“CSR
Wingify Software Private
Wingify Software Private
or “the company”).
The CSR policy shall be guided by
corporate philosophy of
respect for the individual and the society at large
The CSR policy has been formulated in accordance with Section 135 of th
e Companies Act 2013 and the CSR Rules 2014 and the relevant amendments / notifications / circulars.
The CSR policy shall apply to all CSR programs of Wingify Software Private Limited.
In terms of applicable provisions of the Companies Act, the company s hall allocate at least 2% of its average net profits (which shall be calculated as per Section 198 of Companies Act 2013) before taxes of the preceding three years, towards CSR activities to sustain and improve a healthy and prosperous environment and to i mprove the quality of life of the communities it serves. The company may also utilize its products and services as suitable for its CSR activities. Any surpluses arising out of CSR projects or programmes or activities shall be re - deployed back into CSR activities and will not form a part of the business profits of the company. The company shall positively impact and influence its employees and partners in fostering a sense of social commitment for their stakeholder.
Wingify Software Private Limited is committed to build a sustainable business with strong social relevance and a commitment to inclusive growth and contribute to the society by supporting causes on various concerns including road safety, healthcare, environmental sustainability, promoting education, promoting sports , Agriculture, Training Program, Information Technology etc. and other rural development activities. In p ursuance of our vision that Wingify Software Private Limited desires to be a ‘Company which every society desi res for ’, we are dedicated towards fulfilling the social objectives through various CSR activities. The Company shall make its endeavour to positively impact and influence the Society for its sustainable development.
The Companies Act, 2013 has br ought greater emphasis on CSR with rules that provide guidance on minimum CSR spend, focus areas , implementation mechanism and reporting to the shareholders of the company. Wingify CSR Policy has been designed keeping in view the company’s business vision followed by the Company since its existence and its CSR vision and long - term social objective s that the company wants to achieve . Wingify Software Private Limited CSR Policy has been created with the purpose to outline its CSR focus areas, review mechanism, execution process and reporting mechanism .
4. RESPONSIBILITY OF THE BOARD OF DIRECTORS
The responsibility of the Board of Directors shall be as under:
Approve and amend , if required the CSR policy and the Expenditure specifically recommended by the CSR Com mittee for the CSR activities which should be in confirmation with the applicable Schedule VII of the Companies Act 2013 for the relevant financial years.
Disclose in its Board Report for the relevant financial years, The Constitution of the CSR Committee, the Contents of the CSR policy and Fact of the Compliance of the Secretarial Standard in respect of the Committee meetings and relevant provisions thereof and also place it on the Company’s website;
Ensure that the activities proposed in the CSR Policy are undertaken;
Ensure that the company spends, in every financial year, at least 2% of average net profits (calculate as per Section 198 of Companies Act 2013) of the c ompany made during the 3 immediately preceding financial years, as required under Section 135 of the Companies Act, 2013 & Rules made thereunder;
If company fails to spend the sum as mentioned above, then the Board shall, in its Report specify the reasons for not spending the amount.
5. CSR COMMITTEE
5. 1. Constitution of CSR Committee
A Corporat e Social Responsibility Committee (“the CSR Committee”) has been constituted by the Board of Directors to oversee the following:
I. To Draft the CSR policy and make its recommendations to the board .
II. To recommend the CSR expenditure to the Board.
III. To monitor the process of CSR projects.
The Committee has been constituted as per Section 135 of Companies Act 2013 which says where a Company is not required to appoint an independent director under sub - section (4) of section 149; it shall have its Corporate Social Responsibility Committee with two or more directors.
Board of Directors shall be empowered to take decision for making or effecting changes in the constitution of the CSR Committee.
The composition of CSR Committee shall be disclosed in the Board of Director s’ Report.
5.2. RESPONSIBILITIES OF THE CSR COMMITTEE
a) To formulate & recommend to the Board of Directors, a CSR Policy indicating the activities to be undertaken as specified in Schedule VII of the Companies Act, 2013 and modify / amend the same as require d;
b) To review and approve annual budgets with respect to CSR programs;
c) To develop and institutionalize a CSR reporting mech anism in light with Section 135 read with Rule 8 of the Companies Act 2013;
d) To ensure that the Company website displays the approved CSR policy of the company .
e) To monitor the CSR Policy, Projects and Programs from time to time.
5.3 . Meetings of CSR Committee
The CSR Committee shall meet at least once in Year . The meeti ng shall be held either at the registered office of the company or any other place, as may be decided by the members. Physical presence of a minimum of two members of the committee shall constitute the quorum.
5.4. Notice of Meeting
At least three days advance notice of every meet ing, specifying the day, place and timing of Meeting and the general nature of the business to be transacted there at shall be given to the members. In urgency, a meeting may be convened by shorter notice.
The Company through a registered trust or a Registered Society can undertake CSR Activiti es as per the provisions of Companies Act 2013. Accordingly Wingify may form any Trust, Foundation or any other charitable organisation for compliance of CSR provisions and implementation.
7.DEPLOYMENT OF CSR BUDGET
Wingify Trust or Foundation or any other charitable organisation, shall work closely with support of the Board and CSR Committee in implementing the CSR activities of the Company. It will assist the CSR Committee in identifying the areas of the CSR activities, programs and execution of initiatives as per defined guideline s . That Charitable Organisation will also assist the board and CSR Committee in reporting the progress of deployed initiatives and in making appropriate disclosures , amendments (internal/external) on a periodic basis.
The Company is hereby devoted to direct its CSR resources, to a reasonable
extent, for improving the quality of life of the people by focusing on the social causes, including but not limited to the following areas:
Eradicating hunger, poverty and malnutrition, promot ing health care including preventive health care and sanitation, including contribution to the Swacch Bharat Kosh set - up by the Central Government for the promotion of sanitation and making available safe drinking water;
Promoting education, including spec ial 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 socially and economically backward 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, including contribution to the Clean Ganga Fundset - up by the Central Government for rejuvenation of river Ganga;
Protection of na tional 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;
Measures for the benefit of armed forces ve terans, war widows and their dependents;
Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;
Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio - economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, and other backward classes, minorities and women;
Contributions or funds provided to technology incubators located within academic institutions which are appro ved by the Central Government;
Rural Development Projects; and
Slum area development
Activities related to promotion of r oad safety as suggested vide General Circular No. 21/2014 dated 18.06.2014 issued by Ministry of Corporate Affairs
Following activities shall be excluded from the CSR expenditure of WINGIFY SOFTWARE PRIVATE LIMITED :
Activities which are exclusively for the benefit of employees of the company or their family members;
Activities undertaken in pursuance of normal course of busine ss of the Company;
Direct or indirect contribution to political parties;
Expenditure on item/s not in conformity with Schedule VII of the Companies Act 2013;
Surplus arising out of CSR projects shall not form part of the business profits of Company instead the same will be further used for CSR purposes only.
8. GEOGRAPHIES AND BENEFICIARIES
WINGIFY SOFTWARE PRIVATE LIMITED will give preference to the local areas around it s operations for spending the amount earmarked for CSR acti vities. WINGIFY may undertake CSR activities in any other area in India as may be decided , from time to time
The beneficiaries of WINGIFY SOFTWARE PRIVATE LIMITED ’s CSR p rograms may be the following categories of people:
9. IMPLEMENTATION MECHANISM
Weaker sections of the society
Others – society at large
The company may conduct / implement CSR pro grams by itself and/or through registered trusts, societies and / or section 8 (previously section 25) companies with an established track record of at least three years in carrying on activities in the related area/s or as suggested by Ministry of Corporate Affairs vide circulars/notifications. The company may collaborate or pool resources with other companies to undertake CSR activities and any expenditure incurred on such collaborative efforts would qualify for computing the CSR spending. The progress will be reported to the CSR Committee during the committee meetings. The progress on CSR programs undertaken by the Company will be reported in the Annual Report in the format prescribed by the CSR Rules 2014.
10. MONITORING OF CSR PROGRAMS
WINGIFY CSR Committee shall be responsible for day to day management of CSR related activities of the company. The team shall periodically report to the CSR committee regarding the financial and programmatic progress of CSR projects . Monitored on a regular basis On - site monitoring would also be undertaken at least once a year to ensure on - track implementation. The CSR team shall be empowered to appoint an external third party to monitor / review / audit the progress (financial and programmatic) of the CSR projects.
The CSR Policy shall be effective from the date of its approval by the Board of Director.
12.AMENDMENTS TO THE CSR POLICY
CSR Policy may be updated to align it with the changing requirement or changes in the legal and regulatory framework. Any revision in the Policy shall
be approved by the Board of Directors.