Corporate Social Responsibility Policy
Our commitment to conducting business in a socially, environmentally, and ethically responsible manner.
Introduction and Applicability
Corporate Social Responsibility (CSR) reflects an organization’s commitment to conducting business in an economical, social and environmentally sustainable manner. As the businesses evolve, corporate responsibility toward stakeholders and general public is becoming a key priority.
CSR aims to build a strong connect between businesses and society, with the overarching goal of contributing responsibly to a better community and a cleaner environment. Integrating social, environmental, and ethical considerations into corporate governance is recognized as essential for ensuring long-term success, competitiveness, and sustainability.
Finagle Financial Services Private Limited ("Finagle" or "Company") has prepared this CSR Policy ("Policy") in alignment with its objective, principles, and values, delineating its responsibility as a socially and environmentally responsible corporate citizen. This Policy lays down the principles and mechanisms for undertaking various programs in accordance with the requirements provided under Section 135 of The Companies Act 2013, read with Schedule VII to the Companies Act 2013 and The Companies (Corporate Social Responsibility Policy) Rules, 2014 along with subsequent amendments and Gazette notifications (collectively referred as ‘Legal Provisions’). The Policy shall apply to all the CSR projects, programs and activities undertaken by the Company at various locations in India for the benefit of diverse sections of the society.
Objective
The objective of this CSR Policy is to articulate Company’s commitment to conducting its business in a socially, environmentally, and ethically responsible manner. The Policy aims to:
Integrate social, environmental, and community development concerns into the Company’s business operations and governance.
Establish a structured approach for planning, implementing, monitoring, and reporting CSR initiatives in compliance with Section 135 of the Companies Act, 2013 and related rules.
Promote inclusive and sustainable development through strategic CSR projects that contribute meaningfully to society, particularly in areas outlined in Schedule VII of the Companies Act, 2013.
Ensure effective allocation and utilization of CSR funds to create measurable social impact, especially in the local areas where the Company operates.
Encourage transparency, accountability, and stakeholder engagement in all CSR undertakings.
Foster strategic partnerships with government bodies, non-governmental organizations (NGOs), and other stakeholders to leverage expertise, enhance reach, and strengthen the effective implementation and impact of CSR initiatives.
Regulatory Context
The Policy takes into account regulatory documents published or issued by the regulatory authority, in particular:
Section 135 of the Companies Act 2013 read with Schedule VII of the Companies Act, 2013 read with circulars and amendments issued by the Ministry of Corporate Affairs from time to time.
The Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time.
Secretarial Standards on Meeting of the Board of Directors (SS-1).
Definitions
"Act" means the Companies Act, 2013.
"Administrative overheads" means the expenses incurred by the company for ‘general management and administration’ of Corporate Social Responsibility functions in the company but shall not include the expenses directly incurred for the designing, implementation, monitoring, and evaluation of a particular Corporate Social Responsibility project or programme.
"Board of Directors" or "Board" in relation to a company, means the collective body of the directors of the company.
"CSR Activities or CSR Project" means such programs or projects or activities as may be approved by the Board in terms of this CSR Policy, Act and Rules.
"CSR Committee" means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Act.
"Director" means a member of the Board of the Company.
"Entity" shall mean a statutory body constituted under an Act of Parliament or State legislature to undertake activities covered in Schedule VII of the Act.
"International Organisation" means an organisation notified by the Central Government as an international organisation under section 3 of the United Nations (Privileges and Immunities) Act, 1947, to which the provisions of the Schedule to the said Act apply.
"Net Profit" means the net profit of a company as per its financial statement calculated in accordance with Section 198 of the Companies Act, 2013, but shall not include: (i) any profit arising from any overseas branch or branches of the company whether operated as a separate company or otherwise; and (ii) any dividend received from other companies in India, which are covered under and complying with the provisions of section 135 of the Act.
"Ongoing Project" means a multi-year project undertaken by the Company in fulfilment of its CSR obligation having timelines not exceeding three years excluding the financial year in which it was commenced, and shall include such project that was initially not approved as a multi-year project but whose duration has been extended beyond one year by the Board based on reasonable justification.
"Public Authority" means ‘Public Authority’ as defined in clause (h) of section 2 of the Right to Information Act, 2005.
"Rules" means the Companies (Corporate Social Responsibility Policy) Rules, 2014 framed under the Companies Act, 2013 and as amended from time to time.
Constitution, Composition and Governance of CSR Committee
5.1 Constitution and Composition of CSR Committee
In accordance with Section 135 of the Companies Act, 2013, every company with a net worth of ₹500 crore or more, or a turnover of ₹1,000 crore or more, or a net profit of ₹5 crore or more during the previous financial year, and whose required CSR expenditure exceeds ₹50 lakh, is required to constitute a CSR Committee of the Board.
The Board of the Company shall constitute the CSR Committee of the Board consisting of two or more Directors, out of which at least one director shall be an independent director, the Chief Executive Officer and the Head of Finance function. Provided that where a company is not required to appoint independent director under sub-section (4) of section 149, it shall have in its CSR Committee two or more Directors. The Board may decide the composition of the CSR Committee taking into consideration the respective roles and responsibilities of respective function heads of the Company.
5.2 Meetings of CSR Committee
Chairperson of meetings – The Chairperson of the Committee shall be appointed by the Board. If the Chairperson appointed by the Board is absent, the members present in the meeting shall choose another member to chair that meeting. If the Board does not make such an appointment, the Committee members shall elect a Chairperson from among themselves at the start of each meeting.
Frequency of meetings – The Committee shall hold meetings as and when required, to discuss various matters relating to CSR Activity. The meetings of the Committee can be convened either in person or through audio-video conferencing mode.
Quorum of meeting – The quorum shall be either two members or one third of the total members of the committee whichever is higher. The quorum shall be present not only at the time of commencement of the meeting but also while transacting business. CSR Committee may invite executives/employees of the company or any other officer/person to attend meetings or request clarifications on relevant matters. However, such invitees shall not be counted for the purpose of Quorum.
Secretary of meeting – The Company Secretary of the Company or any other person as may be authorized shall act as the secretary/organizer of the Committee.
Procedure for convening the meeting: Check the availability of Committee members; obtain all necessary documents and materials; issue notices at least seven days prior to the meeting; record proceedings; take attendance roll call; appoint the chairman; discuss agenda items; conclude with a Vote of Thanks; and prepare and circulate draft minutes to all Committee members within 15 days of the meeting date.
Minutes of the meeting – The minutes of the meeting shall be signed by the Chairperson of each meeting. The agenda, minutes, and relevant documents shall be kept under the custody of the Compliance Function of the Company. The signed minutes shall be placed before the Board in subsequent meetings for review. The CSR Committee shall conduct its meetings in accordance with the provisions of the Companies Act, 2013 and adhere to the applicable Secretarial Standards (SS-1).
Roles and Responsibilities
6.1 Roles and Responsibilities of CSR Committee
The CSR Committee provides oversight and guidance on CSR performance and monitors compliance with the CSR Policy, commitments and the applicable CSR provisions, and if required makes necessary recommendations to the Board from time to time. The CSR Committee shall be responsible for the following activities:
Formulate and recommend to the Board, a CSR Policy indicating the activities to be undertaken by the company in areas specified in Schedule VII of the Companies Act 2013.
Periodic review of the Corporate Social Responsibility Policy and recommend any modifications or changes to the same for the approval of the Board.
Identify and recommend CSR projects or programmes or activities to the Board in alignment with the company’s CSR policy and Schedule VII of the Companies Act, 2013.
Determine the budget for CSR projects or programmes.
Recommend the amount of expenditure to be incurred on the CSR activities to the Board.
Spend the allocated CSR amount on the CSR projects or programmes once approved by the Board in accordance with the Act and applicable rules.
Monitor implementation of the CSR Policy, including projects undertaken by the Company and/or through the implementing agencies.
Submit the CSR report containing the disclosures as mandated under the CSR Rules to the Board.
Recommend to the Board to transfer any Unspent CSR amount to a designated Unspent CSR account in the manner prescribed under Section 135 of the Companies Act, 2013.
Provide necessary recommendation/advisory to the Board in accordance with CSR policy.
Delegate the authority to the Chief Executive Officer or any other employee/officer of the Company to identify, implement and execute CSR activities.
6.2 Roles and Responsibilities of Board of Directors
The Board holds the ultimate responsibility for overseeing and ensuring the effective implementation of Corporate Social Responsibility (CSR) in accordance with the Companies Act, 2013. The key responsibilities of the Board include:
Approve the constitution of the CSR Committee and any subsequent reconstitution thereof.
Determine the roles, responsibilities, and powers of the CSR Committee from time to time.
Appoint the Chairperson of the CSR Committee.
Regularly monitor the functioning of the CSR Committee.
Review the minutes of the CSR Committee as presented to the Board.
Approve the Corporate Social Responsibility Policy of the company after considering the recommendations made by the Corporate Social Responsibility Committee.
Ensure that the company undertakes the activities as specified in the approved CSR Policy and Companies Act, 2013.
Approve the CSR Projects or programmes and CSR expenditure as recommended by the CSR Committee.
Ensure that CSR expenditure shall be in accordance with the CSR expenditure provisions of this policy.
Delegate the authorities to the Chief Executive Officer or any other employee/officer of the company to implement the CSR policy.
CSR Activities
The Company may plan to undertake any of the CSR projects or programs or activities falling within the purview of Schedule VII of the Act or as inserted in Schedule VII from time to time.
In order to count towards CSR Expenditure, CSR Activities must be undertaken in compliance with the applicable laws and shall not include the following:
Activities undertaken in pursuance of the Company’s normal course of business.
CSR activities which are exclusively for the benefit of employees of the Company or their family members.
Contribution to any political party of any amount directly or indirectly.
Activities supported by the company on a sponsorship basis for deriving marketing benefits for its products and services.
Projects/activities not falling within Schedule VII.
The CSR Activities will be carried out in a manner that the preference is to undertake the CSR Activities in and around the local areas where the Company operates. The CSR Committee shall provide recommendations to the Board with respect to specific CSR Activities. Based on the recommendations of the CSR Committee, the Board shall approve the CSR activities of the Company for a given financial year.
CSR Expenditure
The Company shall spend at least 2% of the average net profits of the Company made during the three (03) immediately preceding financial years in accordance with the Act, Rules and CSR Policy.
If the Company fails to spend the required CSR amount, the Board shall, in its report, specify the reasons for not spending the amount. Unless the unspent amount pertains to any ongoing project, the Company shall transfer such unspent amount to one of the funds specified in Schedule VII within six months from the end of the financial year. These funds include: Prime Minister’s National Relief Fund (PMNRF), PM CARES Fund, Swachh Bharat Kosh, Clean Ganga Fund, and any other fund established or notified by the Central Government for CSR purposes.
Any amount remaining unspent pursuant to any ongoing project shall be transferred by the company within thirty days from the end of the financial year to a special Unspent Corporate Social Responsibility Account in any scheduled bank, and such amount shall be spent within a period of three financial years from the date of such transfer, failing which, the company shall transfer the same to the designated funds within thirty days from completion of the third financial year.
If the Company spends more than the required CSR amount in a financial year, the Committee may recommend to the Board that the excess amount be adjusted against CSR obligations in future years. The Company shall ensure that administrative overheads shall not exceed five percent of total CSR expenditure for the financial year. Any surplus arising out of CSR activities shall not form part of the business profit and shall be ploughed back into the same project or transferred to the Unspent CSR Account.
CSR Implementation
The Board shall ensure that the CSR Activities are undertaken by the Company either itself or through any of the following implementing agencies:
Section 8 companies, registered public trusts, or societies established by the Company or jointly with others.
Entities established by the Central or State Government (statutory bodies created under an Act of Parliament or State Legislature).
Other eligible entities with a minimum 3-year track record in similar activities.
Every implementing agency intending to undertake any CSR activity shall register itself with the Central Government by filing Form CSR-1 electronically with the Registrar and must have a CSR Registration Number.
A company may also collaborate with other companies for undertaking CSR projects or programmes in such a manner that the CSR committees of respective companies are in a position to report separately on such projects or programmes in accordance with rules.
The Board shall satisfy itself that the funds so disbursed have been utilized for the purposes and in the manner as approved by it and the Chief Financial Officer/Finance Head or the person responsible for financial management shall certify to the effect.
CSR Monitoring
The implementation of the CSR Policy shall be regularly monitored by the CSR Committee to ensure compliance with the Policy, applicable laws, and the achievement of intended social impact. The Committee will review progress reports, evaluate ongoing projects, and recommend any necessary adjustments to the Board for approval.
Disclosure and Reporting
The Board report of the Company shall include an annual report on CSR containing the particulars regarding content of CSR Policy, reason for unspent CSR amount, the details of CSR initiatives, Composition of the Committee and activities in prescribed format as set out under Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.
Further, the Company will also place the composition of its CSR Committee (if any) along with CSR Policy and CSR Projects approved and undertaken by the Company on the website of the Company.
The Company shall submit the CSR report in Form CSR-2 to the Registrar of Companies annually. This report must be filed by March 31 of the year following the financial year to which the report relates, as specified in the applicable rules.
Documentation Requirements for CSR Committee and Board Approval
To maintain transparency, ensure regulatory compliance, and enable effective decision-making, the following documents and information are required to be maintained and presented/submitted to the CSR Committee, Board and Registrar of Companies (ROC):
| Stage | Documents / Information Required | Details | Person Responsible |
|---|---|---|---|
| CSR Committee Review & Recommendation to Board | CSR Project Proposal Summary | Project title, objective, CSR activity, geographical area, implementation plans | CEO / Authorized Person |
| Implementing Agency Details | CSR-1 certificate, registration docs, PAN/GST, audited financials (3 years), profile and experience | Implementing Agency, CEO or Authorized Person | |
| CSR Budgets and Expenditure Statements | Budgeted vs. actual CSR expenditure | Head of Finance & Accounts | |
| Board Approval | CSR Committee’s Recommendation Note | Summary note from CSR Committee | Corporate Secretarial Department |
| Minutes of CSR Committee Meeting | Approved minutes of meeting | Corporate Secretarial Department | |
| Fund Availability and Budget Summary | CSR fund availability and approved budgets | Head of Finance & Accounts | |
| CFO/Finance Head Certification | Certification of allocation/utilization | CFO / Head of Finance | |
| Justification for Ongoing Projects | Rationale and updated timelines | CEO or Authorized Person | |
| Details of Surplus/Unspent Amount | Unspent amount and next steps | Head of Finance & Accounts | |
| Filing Form CSR-2 with ROC | Financial Information | Net worth, turnover, net profit for last 3 years | Head of Finance & Accounts |
| CSR Committee Details | Members, meetings held, attendance | Corporate Secretarial Department | |
| Project Details | Funds allocated/spent, locations, implementation mode | CEO or Authorised Person | |
| Unspent CSR Amounts | Transfers to specified funds | Head of Finance & Accounts | |
| Shortfall Reasons | Reasons for shortfall and corrective steps | CEO or Authorised Person |
Approval & Review of CSR Policy
The Board of the Directors of the Company has approved this Policy on the recommendation of the CSR Committee. The Board may amend the Policy as may be required from time to time. This policy shall be reviewed at least once every year if required by applicable laws or regulations, to ensure its continued relevance and effectiveness.