CSR POLICY


Appario Retail Private Limited (hereinafter referred to as 'Appario' or the 'Company') is a Company incorporated under the Companies Act, 1956.

Appario has always believed in returning to the communities in which it operates, endeavoring to make a difference in the lives of people around it. With this objective, the Company is committed to undertake corporate social responsibility ('CSR') activities in accordance with the provisions of Section 135 of the Companies Act, 2013 ('the Act') and The Companies (Corporate Social Responsibility Policy) Rules, 2014 framed thereunder, as amended from time to time.

The Board of Directors of Appario has formulated this CSR Policy ("Policy") in alignment with its objective, principles, and corporate values, delineating its responsibility as a "Responsible Corporate Citizen" to make a positive difference in the communities it serves. Appario will continue to enhance value creation in the community, through its CSR initiatives, services & conduct to promote sustained growth for community.

The Policy lays down the guiding principles for selection and mechanisms for undertaking various projects/ activities & monitoring of projects/activities in accordance with the provisions of Section 135 of the Companies Act, 2013 ('the Act') and Schedule VII of the Act read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 and The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 ("Rules") (including any statutory modifications, amendments, or re-enactments of any of them for the time being in force) ('Applicable Laws')


OBJECTIVE


The key purpose & objective of the policy is to continuously & consistently:


POLICY STATEMENT


The Company has embodied the true spirit of corporate social responsibility and is committed to the highest standards of corporate citizenship. The Company's CSR mission is to continue grow as a socially and environmentally responsible citizen that believes in "enriching lives of those around us." The Company plans to do this through delivering superior and sustainable value to all our customers, business partners, shareholders, employees, host communities and the society.


SCOPE & APPLICABILITY


This CSR Policy applies to all CSR projects/activities to be undertaken by the Company in accordance with the Applicable Law. The following activities are excluded from the scope of Appario's CSR expenditure:


CSR COMMITTEE


The Board has constituted the CSR Committee in terms of the provisions of Section 135 of the Act, which will create a robust & transparent governance structure and monitoring mechanism to approve and oversee the implementation of CSR projects/activities. Pursuant to the Applicable Laws, the CSR Committee shall consist of such members as may be decided by Board from time to time. The CSR Committee shall meet on such intervals as may be deemed necessary by the CSR Committee or as may be directed by the Board.


KEY FOCUS AREA


The Company is vigilant in its enforcement of corporate principles and therefore it constantly strives to create a culture, which emphasizes on integrating CSR values with business objectives. In line with Section 135 read with Schedule VII of the Companies Act, 2013 and other applicable rules made thereunder, the Company's CSR activities (hereinafter "CSR Activities") will be undertaken within the following areas:


ANNUAL CSR BUDGET


The Company will allocate for its Annual CSR Budget, at least 2% of the average net profits of the made during the three immediately preceding financial years in pursuance of the provisions of the CSR Policy and the Companies Act, 2013 read with rules made thereunder, as amended from time to time.

The Company may however spend up to 5% of the total CSR Budget in one financial year on building CSR capabilities and other general and administrative overheads. *

*administrative overheads mean 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.

Any surplus arising out of the CSR projects/ activities shall not form part of the business profits of the Company and shall be:

Any excess expenditure i.e., beyond the prescribed CSR budget will be disclosed in the Board's Annual CSR Report and shall be made available for set off against the CSR requirement to spend in any of the three succeeding financial years subject to such conditions as specified under the Applicable Law.


ANNUAL ACTION PLAN


The CSR projects/activities will be undertaken in terms of the Annual Action Plan formulated and recommended by the CSR Committee and approved by the Board. The Board may alter the Annual Action Plan at any time during the financial year, on the recommendation of the CSR Committee based on reasonable justification to that effect. The Annual Action Plan shall consist of the following:


Project Approval


Pursuance to the CSR Policy, the CSR Committee shall prepare an Annual Action Plan of the CSR projects/activities proposed to be undertaken by the Company. The Annual Action Plan shall be submitted to the Board along with the Annual CSR budget for its approval. The Annual Action Plan approved by the Board under this Clause shall be read and construed as forming a part of this CSR Policy. The CSR Projects/Activities will be undertaken based on the Annual Action Plan approved by the Board.


Modalities of Implementation, Monitoring & Impact Assessment

Implementation

The CSR projects/activities will be implemented either directly by the Company or through:

*Implementing Agencies here means:

a) company established under section 8 of the Act, or through a registered public trust or a registered society, registered under section 12A and 80G of the Income Tax Act, 1961, established by the company, either singly or along with any other company.

b) through a company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government.

c) through any entity established under an Act of Parliament or a State legislature or a company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80G of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar activities.


Monitoring


The members of the CSR Committee together with the Implementing Agency, if any, will collaborate with stakeholders to monitor the status of each project/activity undertaken by the Company. The CSR Committee will keep the Board updated on the progress of CSR projects/activities and the expenditure incurred thereon.

The fund utilization made in projects/activities as approved by the Board, will be certified by the Chief Financial Officer of the Company.


Impact Assessment

Where the average CSR obligation of the Company amounts to ten crore rupees or more during the three immediately preceding financial years, the Company shall ensure undertaking of impact assessment, through an independent agency, of the CSR projects/activities having outlays of one crore rupees or more, and which have been completed not less than one year before undertaking the impact study.

The impact assessment report, if any, shall be placed before the Board and be annexed to the Annual Report on CSR and disclosed on the website of the Company.


GOVERNANCE STRUCTURE


The Company has a well-defined and robust governance structure to oversee the implementation of the CSR Policy, in compliance with the requirements of Section 135 of the Act and The Companies (Corporate Social Responsibility Policy) Rules, 2014 read with The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 ("Rules").

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Role & Responsibilities of the Board of Directors

The role &responsibilities of the Board of Directors towards CSR shall inter alia include:

Role & Responsibilities of the CSR Committee

The CSR Committee shall act in accordance with the Act and rules made thereunder. The key functions & responsibility of the CSR Committee shall, inter-alia, include the following:


REPORTING & DISCLOSURE


In compliance with the Applicable Laws, the Company's CSR Policy, Annual CSR Report, projects/activities approved by the Board, as well as the composition of the CSR Committee and such other details, as required under the Act from time to time will be published on the website of the Company, if any.

The Board shall further ensure that an amount equivalent to that mandated under Applicable Laws is spent from the CSR Budget in every financial year, failing which the Board shall disclose the reasons for not spending the said amount in the manner prescribed under the Applicable Laws and:

* Ongoing Projects here means a project undertaken by a Company in fulfillment of its CSR obligation which must be a multi-year project having a maximum duration of 3 years excluding the financial year in which it was commenced.


AMENDMENT & MODIFICATION TO THE CSR POLICY


The Board may revise/ amend/ modify 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.


EFFECTIVE DATE


This Corporate Social Responsibility Policy is effective from May 26, 2021.


COMPOSITION OF CSR COMMITTEE


Sl. No.

Name of the Member

Designation of the Member

1

Mr. Srikanth Krishnarao Narsimhamurthy

Chairman, Managing Director & CEO

2

Mr. Sunil Sadashiv Chitale

Member, Director

3

Mr. Essaji Goolam Vahanvati

Member, Director


CSR PROJECTS APPROVED BY THE BOARD OF DIRECTORS (FY 2020-2021)


Sl. No

Name of the Project

Item from the list of activities in Schedule VII to the Companies Act, 2013

Total Budget (in Rs.)
(FY 2020-2021)

Amount Spent for the Project (in Rs.)
(FY 2020-2021)

1.

Contribution to Prime Minister's National Relief Fund (PMNRF)

Central Govt. Set up Fund under Schedule VII of the Companies Act, 2013 and Rules made thereunder

66,53,000/-

66,53,000/-

Total

66,53,000/-

66,53,000/-


ANNUAL REPORT ON CSR ACTIVITIES (FY 2020-2021)


1. Brief outline on CSR Policy of the Company:

"Appario Retail Pvt. Ltd." ("Appario") has always believed in returning to the communities in which it operates, endeavoring to make a difference in the lives of people around it. The Corporate Social Responsibility (CSR) Policy outlines Appario's mission, as a "Responsible Corporate Citizen" to make a positive difference in the communities it serves. Appario will continue to enhance value creation in the community, through its CSR initiatives, services & conduct so as to promote sustained growth for community.

The CSR Policy of the Company may be accessed on the Company's website at https://www.appario.in/appario-csr-policy


2. Composition of CSR Committee:

Sl. No.

Name of Director

Designation / Nature of Directorship

Number of meetings of CSR Committee held during the year

Number of meetings of CSR Committee attended during the year

1

Mr. Srikanth Krishnarao Narsimhamurthy

Chairman, Managing Director

Nil

Nil

2

Mr. Sunil Sadashiv Chitale

Member, Director

Nil

Nil

3

Mr. Essaji Goolam Vahanvati

Member, Director

Nil

Nil


3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company: https://www.appario.in/appario-csr-policy

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

Sl. No.

Financial Year

Amount available for set-off from preceding financial years (in Rs)

Amount required to be set-off for the financial year, if any (in Rs)

NA


6. Average net profit of the company as per section 135(5): INR 33,26,50,000/- (Rupees Thirty-Three Crores Twenty-Six Lakhs and Fifty Thousand Only)

7. (a) Two percent of average net profit of the company as per section 135(5): INR 66,53,000/- (Rupees Sixty-Six Lakhs and Fifty-Three Thousand Only)

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

(c) Amount required to be set off for the financial year, if any: Nil

(d) Total CSR obligation for the financial year (7a+7b-7c): INR 66,53,000/- (Rupees Sixty-Six Lakhs and Fifty-Three Thousand Only)

8. (a) CSR amount spent or unspent for the financial year:

Total  Amount
Spent for the
Financial Year.
(in Rs.)

Amount Unspent (in Rs.)

Total Amount transferred to Unspent CSR Account as per section 135(6).

Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).

Amount.

Date of transfer

Name of the Fund

Amount

Date of transfer

INR 66,53,000/-

NIL

NA

NA

NIL

NA


(b) Details of CSR amount spent against ongoing projects for the financial year: NA

1

2

3

4

5

6

7

8

9

10

11

Sl. No.

Name of the Project

Item from the list of activities in Schedule VII to the Act

Local area (Yes/No)

Location of the Project

Project Duration

Amount allocate for the Project (in Rs.)

Amount spent in the current financial year (in Rs.)

Amount transferred to Unspent CSR Account for the project as per Section 135(6) (in Rs.)

Mode of Implementation - Direct (Yes/No)

Mode of Implementation -Through Implementing Agency

 

 

 

 

State

District

 

 

 

 

 

Name

CSR Registration Number

NA


(c) Details of CSR amount spent against other than ongoing projects for the financial year:

1

2

3

4

5

6

7

8

Sl. No.

Name of the Project

Item from the list of activities in Schedule VII to the Act

Local area (Yes/No)

Location of the Project

Amount spent for the project (in Rs.)

Mode of implementation - Direct (Yes/No)

Mode of implementation - Through Implementing Agency

 

 

 

 

State

District

 

 

Name

CSR Registration No.

1

Contribution to Prime Minister’s National Relief Fund (PMNRF)

Central Govt. Set up Fund under Schedule VII of the Companies Act, 2013 and Rules made thereunder

NA

NA

NA

66,53,000/-

Yes

NA

NA

 

Total

 

 

 

 

66,53,000/-

 

 

 


(d) Amount spent in Administrative Overheads: Nil

(e) Amount spent on Impact Assessment, if applicable: NA

(f) Total amount spent for the Financial Year (8b+8c+8d+8e): INR 66,53,000/- (Rupees Sixty-Six Lakhs and Fifty-Three Thousand Only)

(g) Excess amount for set off, if any

Sl. No.

Particular

Amount (in Rs.)

(i)

Two percent of average net profit of the company as per section 135(5)

INR 66,53,000/-

(ii)

Total amount spent for the Financial Year

INR 66,53,000/-

(iii)

Excess amount spent for the financial year [(ii)-(i)]

Nil

(iv)

Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any

Nil

(v)

Amount available for set off in succeeding financial years [(iii)-(iv)]

Nil


9. (a) Details of Unspent CSR amount for the preceding three financial years:

Sl. No.

Preceding
Financial
Year

Amount transferred to Unspent CSR Account under section 135 (6)
(in Rs.)

Amount spent in the reporting Financial Year (in Rs.)

Amount transferred to any fund specified under Schedule VII as per section 135(6), if any.

Amount remaining to be spent in succeeding
financial years (in Rs.)

 

 

 

 

Name of the Fund

Amount (in Rs)

Date of transfer

 

NA


(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

Sl. No.

Project ID

Name of
the Project

Financial Year in which the
project was
commenced

Project duration

Total amount
allocated for the project
(in Rs.)

Amount spent on the
project in the reporting Financial Year (in Rs)

Cumulative amount spent at the end of reporting Financial Year (in Rs.)

Status of the
project -
Completed
/Ongoing

NA


10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: NA

(asset-wise details).

(a) Date of creation or acquisition of the capital asset(s)

(b) Amount of CSR spent for creation or acquisition of capital asset.

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): NA