Corporate Social Responsibility Policy

1. Preface

a) Outline

It is through recognising Corporate Social Responsibility (CSR) that companies integrate social and environmental concerns in their business operations and interactions with their stakeholders. Reserve Bank Information Technology Private Limited (ReBIT)’s CSR Policy outlines the Company’s philosophy and the mechanism for undertaking socially useful programmes for welfare purposes and sustainable development of the community at large as part of its duties as a responsible corporate citizen.

b) Vision

For ReBIT, CSR means the integration of social, environmental, and equitability concerns in its business operations. CSR involves operating the Company’s business in a manner that meets or exceeds the ethical, legal, commercial, and public expectations that society has of businesses. In alignment with vision of the Company, ReBIT, through its CSR initiatives, will continue to contribute to value creation in the society through its services, conduct and initiatives, so as to promote sustained growth for the society.

2. Objective

The key objectives of this Policy are to:

  • Outline the development areas in which ReBIT shall get involved in

  • Define governance structure for CSR management within ReBIT

  • Serve as a guiding document aiding in identification, execution and monitoring of CSR projects

  • Describe the treatment of surpluses from CSR activities

3. Scope

This Policy applies to all CSR projects that will be undertaken by ReBIT and shall fulfil all the requirements of Section 135 of the Companies Act, 2013. ReBIT shall ensure all these activities are over and above the normal course of business and are in line with Schedule VII of the Companies Act, 2013. This Policy will be reviewed annually and updated in line with the relevant codes of legislation and best practices that can be adopted by ReBIT.

4. Areas to Emphasize

ReBIT has broadly selected three areas of focus under its CSR activities, as under:

a) Education

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

b) Environment Sustainability

Ensuring environmental sustainability ecological balance, protection of flora and fauna, animal welfare, conservation of natural resources and maintaining quality of soil, air and water.

c) Gender equality and Woman Empowerment

Empowering woman through education and awareness, improving literacy among women and ensuring they are made aware of formal governmental programs.

5. Undertaking CSR activities

ReBIT will undertake CSR activities either in partnership with not-for-profit, registered trusts/ societies/other body corporates which are engaged in activities or programs which fall within the purview of ReBIT’s CSR Policy and areas of focus, or directly through a trust it may set up in future for the purpose or both.

6. Governance Structure

The Board of Directors of ReBIT and the CSR Committee will monitor and ensure that the CSR projects undertaken by ReBIT are in accordance with the policy and statutory requirements.

7. CSR Committee

a) Constitution

ReBIT has constituted Corporate Social Responsibility Committee (the “CSR Committee”) in line with Section 135 of the Companies Act, 2013 (the “Act”). The CSR Committee consists of following members of the Board:

  • Independent Director – Chairman

  • Independent Director – Committee member

  • CEO and Director – Permanent Invitee

b) Functions and Powers

To effectively implement the objectives of the ReBIT with respect to CSR, the Committee is vested with the following functions and powers:

  • Formulate CSR Policy and recommend the same to the Board of Directors of the ReBIT for approval;

  • Recommend CSR activities as stated under Schedule VII of the Act;

  • Approve to undertake CSR activities, if necessary, in collaboration with other Companies/firms/NGOs etc., and to separately report the same in line with the CSR Rules;

  • Recommend the CSR Budget;

  • Spend the allocated CSR amount on the CSR activities once it is approved by the Board of Directors of ReBIT in accordance with the Act and the CSR Rules;

  • Create transparent monitoring mechanism for implementation of ReBIT’s CSR initiatives in India;

  • Submit the Reports to the Board in respect of the CSR activities undertaken by ReBIT;

  • Monitor CSR Policy from time to time;

  • Monitor activities/charter of ReBIT’s Internal Working Group (WG) who are authorized to ensure that the CSR activities of ReBIT are implemented effectively;

  • Authorize executives of ReBIT to attend the CSR Committee Meetings, if necessary.

c) Meetings of the Committee

For smooth functioning of the Committee and to ensure that ReBIT’s CSR initiatives are moving in the desired direction, the CSR committee members shall meet as follows to discuss such matters and to take such decisions as may be necessary:

  • The CSR Committee shall hold at least two meetings in a year.

  • The members of the Committee may mutually agree between them regarding time and place for the said meetings.

  • The quorum for the CSR Committee meeting shall be two members or such other number of members as may be decided by the Committee from time to time.

  • The Members of the Committee may participate in the meeting either in person or through video conferencing or other audio-visual means as may be convenient in accordance with the applicable statutory provisions.

d) CSR Working Group (CWG)

An internal CSR Working Group (CWG) shall be constituted from among the employees at ReBIT, for implementing the CSR Policy. This Working Group shall work under the guidance of the ReBIT management and will assist it in:

  • Execution of CSR Policy

  • Identification of projects and key initiatives pursuant to CSR Policy

  • Facilitating allocation of funds to the projects as identified for CSR activities

  • Monitoring CSR Projects to establish effectiveness of CSR efforts and appraising the same to CSR Committee

  • Compilation of information and preparation of Annual Reports on CSR activities and presenting the same to CSR Committee

  • Any other activity necessary to ensure achievement of CSR objectives

For ensuring the smooth execution of the above functions, the Working Group may have internal smaller special purpose teams with focused responsibilities covering the wider areas listed above.

e) Annual Action plan

The CSR Committee shall formulate and recommend to the Board, an annual action plan in pursuance of its this policy, which shall include the following, namely:

  • The list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;

  • The manner of execution of such projects or programmes

  • The modalities of utilisation of funds and implementation schedules for the projects or programmes;

  • Monitoring and reporting mechanism for the projects or programmes; and

  • Details of need and impact assessment, if any, for the projects undertaken by the company:

The Board may alter such plan at any time during the financial year, as per the recommendation of its CSR Committee, based on the reasonable justification to that effect.

8. CSR Budget

The total budget for the CSR projects in each financial year will be decided by the CSR Committee in accordance with applicable provisions of the Companies Act and the CSR Rules. The CSR Committee shall propose to distribute the budget among the focus areas mentioned above, or such of them as the CSR Committee may deem fit in each financial year, in such proportion and in a manner that meets the objectives of the CSR Policy.

If for any reason if the CSR management is not able to spend the allocation approved on in any of the focus areas described above, the same shall be utilized in such other areas to as the CSR management team may recommend with the reasons thereof, and the CSR Committee may approve.

9. Implementation Process

a) CSR Contributions

ReBIT through its CSR program will endeavour to contribute and spend at least 2% of the average net profits of ReBIT, made during the three immediately preceding financial years or any such amount as may be recommended by the CSR Committee from time to time in pursuance of this Policy.

b) Compliance, Monitoring and Reporting

Compliance

ReBIT management, assisted by CWG, will plan, implement, monitor and manage all CSR projects and activities for ReBIT and will work closely with the CSR Committee of the Board.

The ReBIT management will formulate implementation plans for the projects specifying the following:

  • Activities to be undertaken

  • Budgets proposed

  • Time frame for implementation

  • Responsibilities and authorities for implementation

  • Results expected to be achieved post implementation

Monitoring

The ReBIT management, assisted by CWG will monitor the implementation and progress of the approved projects through appropriate mechanisms such as site visits, review meetings and progress reports. Mechanisms to track data and monitor projects will be established to ensure the transparency and efficiency of the implementation process and the working group members will be responsible to ensure traceability and appropriate documentation with respect to any decisions taken or executed. The projects will be evaluated against the milestones defined in the implementation plan of the project.

Reporting

The CSR Committee of the Board, based on reports presented by the CWG, will annually publish report on the CSR projects as a part of the Director’s report. The report will disclose information in the format as prescribed by the Section 135 of the Companies Act 2013 or such other statutory provision as may be applicable from time to time. The CSR Committee shall also submit a responsibility statement to the Board that the implementation and monitoring of the CSR Policy is in compliance with the approved CSR Policy of ReBIT.

The CSR Policy, on being approved by the Board, shall be displayed on the website of ReBIT and any modifications carried out from time to time shall also be updated on the website of ReBIT.

10. CSR Initiatives

Pursuant to Schedule VII of the Companies’ Act and the CSR Rules, ReBIT 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.

11. Treatment of Surplus

Any surplus generated from CSR projects undertaken by ReBIT will be tracked and channelized into ReBIT’s CSR corpus. These funds will be further used in development of the CSR projects and will not be added to the normal business profits.

The Board of Directors may revise/ amend this CSR Policy based on the recommendations of the CSR committee or to bring the same in line with the guidelines or amendments issued from time to time by Government on the subject.