Penpol

TERUMO PENPOL PRIVATE LIMITED

CORPORATE SOCIAL RESPONSIBILITY POLICY

1. Introduction

Our Mission, “Contributing to Society through Health Care” underlines our societal commitment.

We, TERUMO PENPOL Pvt Limited and our affiliates, take initiative to contribute to harmonious and sustainable development of society and the earth through all  business activities that we carry out in each country and region. We comply with local, national and international laws and regulations as well as the spirit thereof and we conduct our business operations with honesty and integrity.

Wherever we do business, we actively promote and engage, both individually and with partners, in social contribution activities that help strengthen communities and contribute to the enrichment of society.

The CSR Policy: Contributing to Society through Health Care is an interpretation of the TPPL’s basic policies related to social responsibility for stakeholders inside and outside the company.

Terumo Penpol shoulders the corporate social responsibility through its activities  related to promotion of preventive healthcare, support to local government schools for better learning and identifying and nurturing hidden talent in less privileged children. Being socially responsible, we have designed this policy reaching out to to the “quality of life” challenges of the disadvantaged communities. We have therefore determined to bring together our existing operating principles into one framework policy under the heading of Corporate Social Responsibility (CSR) .

The Companies Act, 2013 makes Companies  operating  in India to consciously work towards this objective and to spend a portion of their profits for sustainability. The word "sustainability‟ includes social wellbeing, resilience and adaptation across four domains: ecology, economics, politics and culture.

2. Rationale for Policy:

We earn our profit by utilizing different resources of the society, and so a portion of the benefit derived by us should be channeled for the betterment of society. Children, women, uneducated, and unemployed would be the beneficiaries of CSR activities. While contribution to the local community is a good objective, we should also choose social, environmental and economic activities that contribute to society at large. CSR activities add to the Goodwill of the company within the society as one that cares for the community.

3. Definitions:

"The Company " means Terumo Penpol Private Limited (TPPL) and its affiliates.

"Act" means the Companies Act and its amendments from time to time.

"Board" means Board of Directors of the TPPL.

"Committee" means CSR committee of TPPL.

" Policy " means Corporate Social Responsibility Policy of TPPL.

"Net Profit" means net profit as per the financial statements of the Company excluding profits generated outside India through overseas branches or subsidiaries and any dividend received from other companies in India complying with CSR provisions of the Act and amendments there to.

 

"Preventive Healthcare" as per Medical terms includes those services to prevent people from getting sick and detecting diseases and conditions before they become serious and more expensive to treat. It also includes methods to diagnose and treat existent disease in early stages before it causes significant morbidity. And also methods to reduce negative impact of existent disease by restoring function and reducing disease-related complications.

4. Policy Statement:

The Board of Directors supports the principles set out in these codes and standards and aim to translate that support into a set of guidelines and standards that set a common approach for all associated companies and provide practical guidance for our managers and employees.

(i) Formation of CSR Committee

As per the Act, every company with net worth of Rs 500 crore or more, or turnover of Rs 1,000 crore or more or a net profit of Rs 5 crore or more during any financial year is to constitute a CSR Committee of the Board consisting of at least three or more directors.

(ii) Constitution of CSR Committee

The Board of Directors shall at its meeting, constitute a committee consisting of at least three members from among the existing Directors on the Board. The authority for appointment of Chairman of the CSR Committee shall also vest with the Board. Reconstitution of the Committee shall be made as and when required depending on the change in Directorships and based on the alterations and amendments made in the Act. The Committee shall meet at least two times a year and may hold as many meetings as required to conduct its business as per the CSR plan. The quorum of the meeting shall be two members with the Directors participation in person or through any electronic mode. The Minutes of the meeting shall be placed before the next Board Meeting for noting.

The Board shall disclose the composition of the CSR Committee in its report attached to the Company's Annual Report.

(iii) Functions of CSR Committee

The Committee shall—

( a ) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company ;

( b ) develop and approve various CSR projects, programs and activities to be undertaken from time to time either directly by Company or through other entities. ;

( c ) Determine modalities of execution of such CSR projects, programs and activities.

( d ) Authorize and approve the amount of expenditure to be incurred on the activities from time to time subject to the limits approved by the Board of Directors; and

( e ) Carry out all such acts, deeds, matters and things as may be required in connection with aforesaid matters and generally for any matter connected with CSR of the Company.

( f ) monitor the implementation of the Corporate Social Responsibility Policy and plan of the company on a half yearly basis.

( g ) To perform such functions as may be entrusted by the Board of Directors of the Company.

(iv) Identification of Projects:

All of our community projects are carried out under the aegis of the TPPL for Health

Care Initiatives and Rural Development.

TPPL will identify projects from the Schedule VII listed below and its amendments there to as & when it gets notified:

Amended in Board of Directors Meeting held on 09 th Oct 2014

  1. 1. Eradicating hunger, poverty and malnutrition, promoting healthcare including preventive health care and sanitation and making available safe drinking water.
  2. 2. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.
  3. 3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
  4. 4. 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;
  5. 5. 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 arts and handicrafts;
  6. 6. Measures for the benefit of armed forces veterans, war widows and their dependents;
  7. 7. Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports;
  8. 8. 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, other backward classes, minorities and women;
  9. 9. Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
  10. 10.Rural development projects.
  11. 11.Slum area development
  12. And also any other projects, programs and activities falling within the permissible activities prescribed under the Companies Act, 2013, rules made thereunder, any circular/notification/clarification issued thereunder.

(v) Implementation of Projects

Every year the CSR committee is to draw up a budgeted plan of action based on the Board approved audited financial statements and place before the Board of Directors for approval. All projects are assessed under the agreed strategy, and are monitored, measured against targets and budgets. Wherever necessary, midcourse corrections are affected.

(vi) Eligible Expenditures as per the Act

Expenditure for building up CSR capacity through own personnel or through implementation agencies to the limit of 5% of the total CSR expenditure in that year. Expenditure incurred on projects or activities in India. Expenditure on projects notified under Schedule VII of the Act.

(vii) Responsibilities of the Board of Directors:

Compliance, monitoring and reporting compliance with this policy will be continuously monitored and subject to review by the Board of Directors, supported by the Audit Committee and the CSR committee.

The Board of Directors shall—

( a ) after taking into account the recommendations made by the Corporate Social Responsibility Committee, approve the Corporate Social Responsibility Policy for the company and disclose contents of such Policy in its report and also place it on the company's website.

( b ) ensure that the activities included in Corporate Social Responsibility Policy of the company is successfully undertaken by the Company.

(c)  ensure that the company spends in every financial year, at least two per cent of the average net profits of the company made during the three immediately preceding financial years for CSR activities.

(d)  ensure that the company gives preference to the local area and areas around it where it operates, for spending the amount earmarked for Corporate Social Responsibility activities.

(e)   if the company fails to spend such amount, the Board shall, in its report , specify the reasons for not spending the amount.

(f)  additional Information shall be given by way of notes to the Statement of Profit and Loss about the aggregate expenditure on CSR activities.

(viii) Reporting and monitoring:

Compliance on CSR activities will be reported to stakeholders through the Annual Report or its annual Corporate Social Responsibility Report. Half yearly reports on CSR plan implementation shall be submitted by CSR Committee to the Board for their approval.

5. Partnerships

The Company may for promoting its CSR activities, if so desire, engage in collaborative partnerships with the Government, the District Authorities, the village panchayats, NGOs and other like-minded stakeholders. The Company may also join hands with well-established and recognised organisations and national platforms such as the CII (Confederation of Indian Industries), FICCI (Federation of Indian Chambers of Commerce and Industry), etc.

6. Budgets

Annually, a specific budget will be allocated and approved for CSR activities as per the applicable laws and provisions for the time being in force. This budget is project driven. The fund allocated can be adjusted within the identified projects depending on the implementation costs. The surplus arising from CSR activities is not to be

considered as business profits of the company and need to be ploughed back into CSR activities.

7. Information dissemination to Public

The Company's engagement in this domain has to be disseminated on our website, annual reports, in-house journals and through media.

8. Management Commitment

Our Company values and promotes quality healthcare. We believe and act for the allround development of the individual by promoting quality of life and opportunity to the less privileged in our society. This is the cornerstone of our CSR policy.

Our Corporate Social Responsibility policy conforms to all applicable laws and rules for the time being in force in India. We also expect all our associates to support this initiative and act in accordance with it.

9. Approval

Approved by the Board of Directors of M/s TERUMO PENPOL Pvt Limited, on 26 th June 2014. Revised on 09 th October 2014.

Revised on 14 th June 2016.

**Without prejudice to the generality of the contents of this policy, the Company may undertake CSR projects, programs and activities as permitted under the framework of Companies Act, 2013 from time to time (including any amendments, clarifications, circulars, notifications or other official communications from time to time). The Company may also carry out the purposes of this CSR policy in accordance with any amended position of law from time to time notwithstanding that such amended position is not reflected in this policy.

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