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Introduction & Background

Neosoft Private Limited is a trusted Digital Engineering and Enterprise Modernization partner with offerings that enable its clients’ by creating a unique competitive advantage. While leaving room for continuous enhancement, NeoSOFT has leveraged the most indemand technologies, methodologies, and framework components, for solving important client challenges. Combining deep technical competencies and industry experience, Neosoft ensure robustness, extensibility, and continuity in the solutions it delivers.

Neosoft’s CSR policy aims to contribute towards sustainable development of society and environment to make planet a better place for future generations.

The CSR Policy is formulated in accordance with the provisions of section 135 of the Companies Act, 2013 and rules made thereunder and other applicable laws to the company.

CSR Vision

As a responsible corporate citizen, the Company is committed to sustainable development and inclusive growth and has been focusing on a wide range of issues in relation to water conservation, health and hygiene, skill development, education, social advancement, gender equality, empowerment of women, ensuring environmental sustainability and rural development projects.

CSR Mission

The company’s mission will be to undertake CSR activities as mentioned in Schedule VII of the Companies Act, 2013.

Definitions

  • “Act” means the Companies Act, 2013.
  • “Board of Directors” or “Board” means the collective body of the directors of the company.
  • “Company” means “Neosoft Private Limited” (Neosoft or NPL).
  • “CSR Committee” means Corporate Social Responsibility Committee constituted by the Board of Directors of the company.
  • “CSR Policy” means CSR Policy of Neosoft Private Limited.
  • “CSR Rules” means the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.

Any term used in this policy but not defined herein shall have the same meaning assigned to Page 4 of 8 them under the Act and CSR Rules as applicable to the company.

CSR Philosophy

Neosoft firmly believes that the Corporate Social Responsibility (“CSR”) must go beyond the scope of corporate philanthropy in execution to ensure that the target beneficiaries are truly better off and as such leaves a perceptible impact on their lives. Therefore, the CSR activities that Neosoft undertakes are such that the target beneficiaries are not based on any caste, creed, religion, region, language or any other criteria which negates basic tenets of humanity. It also aims to involve / engage the employees of the company / group companies in order to nurture a culture of “paying back to society” which leaves them with a sense of fulfilment of their social commitments.

Scope and Applicability

This policy is applicable to Neosoft.

Composition and Functions of CSR Committee

Neosoft has constituted a robust and transparent governance structure to oversee the implementation of its CSR Policy, in compliance with the requirements of Section 135 of the Companies Act, 2013 read with the CSR Rules. The Board of directors of Neosoft have formed a CSR Committee, which will report to the Board of Directors of Neosoft.

Neosoft’s CSR Committee shall consist of 3 (three) Board Members or more.

The CSR Committee will carry out the following functions:

  • To formulate and recommend a CSR Policy indicating the activities to be undertaken by the company in areas or subject specified in Schedule VII to the Act;
  • To recommend the amount of expenditure to be incurred on the activities referred to in clause (a);
  • To formulate and recommend an annual action plan in pursuance of CSR Policy covering the following aspects:
    • the list of approved CSR projects or programs to be undertaken in areas or subjects specified in Schedule VII to the Act
    • the manner of execution of such projects or programs as specified in rule 4(1) of CSR Rules;
    • the modalities of utilisation of funds and implementation schedules for the projects or programs;
    • monitoring and reporting mechanism for the projects or programs; and
    • details of need and impact assessment, if any, for the projects undertaken by the company;
  • Recommend changes to the Board, if any, needed in the annual action plan with reasonable justification to that effect.
  • To monitor the CSR Policy as approved by the Board from time to time.

The CSR Committee should recommend the approach and direction of CSR activities to be undertaken by the company and also provide Guiding principles for

  • Selection of CSR projects / programmes / activities
  • Implementation of CSR projects / programmes / activities
  • Monitoring of CSR projects / programmes / activities
  • Formulation of the annual action plan

Neosoft shall setup its own CSR team or associate with Neosmile Foundation for implementation of the directives of the CSR committee and the Board for CSR activities. The CSR team shall formulate a formal process of evaluation of the CSR activities under the guidance of the CSR Committee.

CSR Activities

The Scope of activities / focus areas shall be in accordance with the activities mentioned in the Schedule VII of the Companies Act, 2013.

  • A. The company shall undertake such activities which are broadly related to any of the following:
    • Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation.
    • 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 socially and economically backward groups.
    • ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and Page 6 of 8maintaining quality of soil, air and water.
    • 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;
    • 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;
    • training to promote rural sports, nationally recognised sports, paralympic sports and olympic sports.
    • Rural development projects.
    • Development of area declared as “slum area” by the Government or Competent Authority.
    • Disaster management, including relief, rehabilitation and reconstruction activities.
  • B. The company may also contribute to the following funds as part of CSR activities:
    • Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water.
    • Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;
    • 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 of the schedule caste, tribes, other backward classes, minorities and women;
    • Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government;
    • Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defence Research and Development Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR),engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).

The above areas as enshrined in Schedule VII to the Act and included in this policy aims to provide macro areas in which CSR projects should be undertaken by the company. The CSR Committee should consider details of CSR projects as elaborated in the annual action plan for each financial year.

Any CSR activity proposed to be undertaken as a CSR initiative, but not specifically covered in the aforesaid, may be undertaken only with the prior approval of the Board and CSR Committee.

The Geographic Reach

It should be endeavored to CSR spends in the vicinity and areas around it where it operates, for spending the amount earmarked for Corporate Social Responsibility. However, the Committee may identify such areas other than stated above, as it may deem fit and recommend it to the Board for undertaking CSR activities.

Annual Action Plan

The CSR Committee shall formulate and recommend to the Board, an annual action plan which shall include the following:

  • The list of CSR projects or programmes that are approved and to be undertaken by the company.
  • 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 of Directors are empowered to alter the annual action plan during the financial year, if so recommended by the CSR Committee, based on the reasonable justification for such change.

CSR Spending

  • Neosoft’s total budget for the CSR projects will be reviewed and approved by the CSR Committee and Board of Directors in accordance with applicable provisions of the Companies Act, 2013 and CSR Rules.
  • The company shall endeavour to achieve the objectives of CSR Policy and allocate every year:
    • Minimum 2% of its average net profits made during the three immediately preceding Page 8 of 8financial years.
    • Any income or surplus arising out of the CSR activities, projects or programs shall not form part of the business profit of the company and the same shall be ploughed back for use in CSR activities

All the expenditure relating to CSR shall be pre-approved by the CSR Committee. The CFO shall monitor the utilization of funds for the purposes set forth and certify to this effect.

Unspent CSR amount, if any, shall be transferred to separate account in accordance with the applicable CSR Rules from time to time.

The tax treatment of CSR spent will be in accordance with the Income Tax Act, 1961 as may be notified by the Central Board of Direct Taxes.

Mode of Implementation

CSR programs, projects or activities of the company should be implemented through following methods:

  • Directly by the company.
  • Implementing Agencies.
  • Any foundation or body incorporated by the company and eligible to undertake such CSR projects.

While the company can engage suitable Implementing Agencies to undertake approved CSR projects. The company can also partner with local governance bodies, such as Gram Panchayats, Civic Bodies, Municipality to directly undertake approved CSR projects with the help and support of these bodies.

Information dissemination

CSR Policy and activities undertaken shall be disseminated on website for public access and shall be published in the Annual Report of the company in the format prescribed under the Act and CSR Rules.

Review

The CSR Committee shall be fully responsible for the monitoring and review of the implementation of this policy in accordance with applicable laws from time to time. The CSR Committee shall provide recommendations as and when it deems necessary to the Board so as to amend/ modify/ revise the CSR Policy