Corporate Responsibility Policy

1.1   In the present business and social scenario, the terms like corporate responsibility, corporate social responsibility, sustainable development, corporate philanthropy,         corporate citizenship, corporate consciousness, responsible business etc are used interchangeably.

1.2   Any Business inevitably draws on resources both natural and social from the society and planet and provides products and services to the society. The concept of Corporate         Social Responsibility (“CSR”) acknowledges the debt that a company owes to the community within which it operates as a stakeholder and it urges a company to embrace the         “triple bottom-line” approach whereby its financial performance can be harmonized with the expectations of society, the environment and the many stakeholders it interfaces         with and not just its own shareholders and employees.

1.3   In India, the Companies Act, 2013 mandates Corporate Social Responsibility (CSR) activities to be undertaken by companies meeting the criteria specified in the Act. In the         past, Esri India has been making annual grants to NIIT University, a self-financing university and non-profit making institution located in Neemrana, Rajasthan (“NU”). NU has         been established with the objective to provide seamless, industry linked, technology based, research driven doctoral programs as well as under graduate and post graduate         education. NU is promoted by NIIT Institute of Information Technology (“TNI”), a society registered under the Societies Act, 1860 (Central Act No. 21 of 1860). Through these         initiatives Esri India aims at promoting education, including special education and employment enhancing vocational skills.

1.4   Esri India intends to extend its endeavour in the given framework beyond NU and aims to continue its CSR activities in a compliant manner with Section 135 of the         Companies Act, 2013 (“Act”) and the rules framed thereunder.

2.1 This CSR policy (“Policy”) spells out Esri India’s philosophy towards its social responsibilities and lays down the guidelines, framework and mechanism relating to the        implementation, monitoring, reporting, disclosure, evaluation and assessment of projects, programmes and activities forming part of Esri India’s CSR.

2.2 This Policy shall be displayed on the company’s website. 

3.1 Esri India recognizes that CSR involves ongoing commitment by businesses to contribute to the economic and social development of the society while improving the quality        of life, building and scaling up the capabilities of the local community and society at large as well as contributing efforts towards 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.

4.1 Through its CSR activities Esri India seeks the following:

        i) To significantly improve the quality of education, including special education and help in developing employment enhancing vocational skills and livelihood enhancement             projects.

        ii) To provide infrastructure support to educational and research institutions and undertake other infrastructure improvement programs

        iii) To contribute in efforts towards 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 Fund set-up by the Central Government for rejuvenation of river               Ganga.

        iv) To contribute to incubators funded by Central Government or State Government or any agency or Public Sector Undertaking of Central Government or State Government,               and contributions to public funded Universities, Indian Institute of Technology (IITs), National Laboratories and Autonomous Bodies (established under the auspices of                       Indian Council of Agricultural Research (ICAR), Indian Council of Medical Research (ICMR), Council of Scientific and Industrial Research (CSIR), Department of Atomic                          Energy (DAE), Defence Research and Development Organisation (DRDO), Department of Science and Technology (DST), Ministry of Electronics and Information                          Technology) engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).

        v) To contribute towards setting up public libraries and restoration of buildings and sites of historical importance and works of art.

        vi) To contribute efforts towards disaster management, including relief, rehabilitation and reconstruction activities.

        vii) To contribute towards 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 schedule caste, tribes, other backward classes, minorities and women.

4.2 Inculcate a sense of empathy and equity among employees of Esri India by motivating them to give back to the society by involving them directly in the initiatives undertaken        as part of CSR.

5.1 This CSR Policy shall be implemented in accordance with the provisions of Section 135 of the Act and the rules thereunder. It shall apply to all projects / activities undertaken        by Esri India in India as per Schedule VII of the Act.

5.2 The CSR activities shall not include activities undertaken by Esri India in pursuance of the normal course of its business.

5.3 Projects, programs or activities that solely benefit the employees of Esri India and their families shall not be considered as CSR activities under this Policy.

5.4 The CSR Activities shall not include contribution to any political party.

6.1 The CSR Committee has been constituted in accordance with the provisions of the Act and the Board may re-constitute the same in accordance with the provisions of the Act,        as applicable from time to time. The CSR Committee may invite other invitees/specialists, as and when required. 

7.1 The CSR Committee shall be responsible for:

        i)  Formulating this CSR Policy in accordance with the provisions of the Act and rules thereunder and recommending modifications to the same in a periodical manner;

        ii) Identification of the initiatives and specification of the projects and programs for CSR and recommending the same to the Board;

        iii) Recommending the CSR budget and amount of expenditure to be incurred by Esri India on CSR activities;

        iv) Putting in place a transparent monitoring mechanism for implementation of the programmes, projects and activities undertaken under this Policy and proper utilization of              funds;

        v) Periodically updating the Board on the progress being made in the planned activities; and

        vi) Providing a responsibility statement in the Board’s Report as to whether the implementation of the projects and programmes is in compliance with and fulfils the objectives              of this Policy. 

8.1 The CSR Committee shall identify and evaluate programmes, projects and activities in line with this Policy and place it for the approval of the Board. The identification of the programmes, projects and activities shall be based on internal assessment, receipt of proposals, ground-level discussions and studies by professional bodies.

8.2 Esri India shall develop a strategy with respect to new CSR projects or programmes after identifying the target group and focus areas it wishes to harness; operationalize the institutional mechanism i.e., choosing the implementing agency whether in-house or out-sourced and identifying the implementation model which could range from giving grants to direct project execution; develop the project with defined activities, targets, timelines, budgets etc., finalize the arrangement with the implementing agency so selected; and continue monitoring of progress and reporting. 

9.1 Esri India may continue to undertake its CSR activities NGOs or agencies that meet the criteria prescribed under law.

9.2 The projects, programs or activities identified by the CSR Committee and approved by the Board shall be implemented in a project mode which will entail charting the stages        of execution through planned processes, measurable targets, mobilization and allocation of budgets and prescribed timelines. It also involves assigning of responsibility and        accountability.

9.3 Suitable documents / agreements shall be entered with NGOs and the other agencies for the purposes of implementation of the projects. The conditions of grant of amounts        for all CSR activities, projects and programs and the break-up of the allocations shall be set out and evaluated from time to time.

10.1 The CSR Committee shall recommend the annual budget for each project, programme or activity in accordance with this CSR Policy and applicable law, for the consideration          and approval of the Board. The CSR Committee will also determine and recommend to the Board for its approval, the allocation and distribution of CSR spends within the          different projects, programs and activities undertaken. The Board shall ensure that the Company spends, in every financial year, at least two percent of the average net profits          of the Company made during the three immediately preceding financial years, in pursuance of the Policy.

10.2 The overall CSR expenditure shall be approved by the Board in its meeting based on the recommendations of the CSR Committee. CSR expenditure shall include all          expenditure including contribution to corpus, or on projects or programs relating to CSR activities approved by the Board on the recommendation of the CSR Committee.

10.3 The Management may, in consultation with the CSR Committee, decide to build CSR capacities of its own personnel as well as those of NGOs and the other agencies.          However, the expenditure towards the same shall not exceed 5% of the total CSR expenditure of Esri India in one financial year.

10.4 If the Company fails to spend such amount the Board shall, in its report specify the reasons for not spending the amount and such unspent amount will be dealt in          accordance with the Act;

10.5 The surplus arising out of the CSR projects or programs or activities shall not form part of the business profit of a company and shall be carried forward for spending in the          next financial year.

10.6 The contribution in CSR Activities shall only be made in India; (Explanation: if any contribution in CSR Activities is made outside India, the same shall not be considered in          calculation of two percent limit as specified in clause (12.1) above;)

11.1 The CSR Committee will monitor the programs and projects to ensure that they are being carried out in compliance with this Policy and the Act and in accordance with the          approved budget. Money expended towards CSR shall be released only against verification of utilization of funds as per approved work-plans and timelines. Verification may          be done through review of documents, field visits and through an active feedback mechanism.

11.2 To ensure effective implementation of the CSR projects, programmes and activities undertaken in terms of the Policy, the progress of each such project, programme and                   activity will be reviewed by the CSR Committee on a periodic basis, with all requisite documentation. Such reviews shall be carried out with the objective of identifying                     slippages, if any, and taking appropriate corrective action to resolve such slippages.

11.3 All CSR activities and expenses made thereon will be audited in a transparent manner.

11.4 In the event it is observed that any CSR activity taken up is not being implemented in the desired manner, the CSR Committee may, with the approval of the Board,          discontinue funding of such project at any time during the course of implementation and deploy such funds for any other project/ activity or programme.

12.1 Regular and interactive feedback sessions shall be conducted at all levels i.e., with NGOs and other agencies through which CSR activities are being undertaken as well as          the respective beneficiaries of all CSR activities undertaken by Esri India.

12.2 Field visits shall be conducted at regular intervals to ensure effective implementation.

12.3 Proper documentation shall be done in an MIS format to record key observations of such feedback sessions and field-visits.

12.4 If deemed necessary by the CSR Committee, the effectiveness of the various programmes/ activities undertaken under CSR may be evaluated through external agencies and          reports shall be prepared pursuant to such evaluation. 

13.1 An annual report on implementation shall be submitted to the Board by the CSR Committee.

13.2 The CSR Committee shall prepare an annual report on CSR, in the format prescribed under the Act and such report shall be included in the Board’s report annexed to the          financial statements. The report shall be signed by the Chairman of the CSR Committee and the Managing Director/CEO/Director of Esri India. 

14.1 The CSR Committee shall have the power to clarify any doubts or rectify any anomalies that may exist in connection with the effective execution of this Policy. The CSR          Committee is empowered to recommend amendments or modifications to this Policy and such changes shall be placed before the Board of Directors of Esri India (“Board”)          for approval.