Corporate Social Responsibility Policy
This Corporate Social Responsibility Policy (“the CSR Policy”) has been framed by Evolent Health International Private Limited (EHI) in accordance with the Section 135, Schedule VII of the Companies Act, 2013 and CSR Rules issued by the Ministry of Corporate Affairs as amended from time to time.
Unless the context otherwise requires, the definitions mentioned in the CSR rules and Companies Act 2013, shall apply to this CSR Policy.
II. CSR POLICY & PHILOSOPHY
Evolent is committed to operate and grow its business in a socially responsible way with a vision to be a responsible corporate citizen. Evolent has taken up various Corporate Social Responsibility (CSR) initiatives earlier and will continue to do so in future as per the provision provided under this CSR Policy.
Constitution of a Corporate Social Responsibility Committee of the Board and formulation of a Corporate Social Responsibility Policy has become mandatory and applicable to Evolent under the Companies Act, 2013. Accordingly, our Company has formulated this CSR Policy which encompasses its philosophy and guides its sustained efforts for undertaking and supporting socially useful programs.
III. CSR VISION
Evolent Health in the USA aims at changing the health of the nation by changing the way health care is delivered. In an extension of that corporate mission, EHI’s Corporate social responsibility aims at bringing a positive change in the society in which it operates and improving the environment through initiatives taken under this policy.
In this Policy, unless the context otherwise requires:
1. “Act” shall mean the Companies Act, 2013 including any modifications, amendments or re-enactment thereof.
2. “Administrative Overheads” shall mean overheads including expenses for ‘general management and administration’ for CSR and exclude expenses directly incurred for the designing, implementation, monitoring, and evaluation of a particular Corporate Social Responsibility project or programme undertaken by the Company.
3. “Rules” shall mean the Companies (Corporate Social Responsibility) Rules, 2014, including any modifications, amendments or re-enactment thereof.
4. “Financial Year” shall mean the period beginning from 1st April of every year to 31st March of the succeeding year.
5. “Net Profits” shall mean the net profits of the Company as defined under the Act and the Rules based on which a specific percentage for CSR expenditure has to be calculated.
6. “Company/Evolent/EHI” shall mean Evolent Health International Private Limited
7. “Group Companies” shall mean holding, subsidiaries and associates of the Company.
8. “Agency” or “Agencies” shall mean any entity established under an Act of Parliament or a State legislature or any section 8 company, registered public trust or a registered society, and
a. registered under section 12A and 80 G of the Income Tax Act, 1961 established by the company, either singly or along with any other company or
b. 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 or
c. established by the Central Government or State Government;
9. “Board” shall mean the Board of Directors of the Company.
10. “Approved Budget” shall mean the total budget as approved by the Board of the Company, which is to be spent or utilized for CSR activities.
11. “Annual Plan” shall mean the annual planned CSR expenditure for the year.
12. “CSR Committee” shall mean the Corporate Social Responsibility Committee as constituted by the Board of Directors of the Company in accordance with the Act and the Rules made thereunder, comprising of two or more Directors.
13. “CSR Officer” shall mean a person engaged by the Company to assist the CSR Committee to implement the CSR activities envisaged under the Policy.
14. “CSR Policy” shall mean this Corporate Social Responsibility Policy of the Company, which covers the yearly activities undertaken by the Company under the policy and the CSR Expenditure thereon.
15. “CSR Activities” shall mean and include Projects or programs relating to activities areas or subjects specified in Schedule VII to the Act; or Projects or programs relating to activities undertaken by the board of directors of the Company (Board) in pursuance of recommendations of the Committee of the Board as per the CSR Policy of the Company under subjects specified in Schedule VII of the Act.
16. “CSR Expenditure” shall mean all CSR expenditure as recommended by the CSR Committee and approved by Board of Directors including the following;
a. Contributions to CSR activities which shall be implemented and / or executed by the Company.
b. Contributions to CSR activities which shall be implemented through any Trust / Society / Section 8 Companies / Agencies established / registered to carry on the CSR activities as defined under the Rules.
c. Contribution to the Corpus of a Trust / Society / Section 8 Companies etc., as long as they are created exclusively for undertaking CSR activities or where the corpus is created exclusively for the purpose directly relatable to a subject covered in Schedule VII of the Act.
d. Any other contributions covered under Schedule VII to the Act.
e. any Administrative Overhead expenditure, not exceeding 5% of total CSR expenditure of the company in any given financial year.
f. any expenditure towards creation or acquisition of Capital assets
17. “Employee” shall mean a person who employs, whether directly or through any person, or on his behalf or on behalf of any person, one or more employees in his establishment and where the establishment is carried on by any department of the Central Government or the State Government, the authority specified, by the head of such department, in this behalf or where no authority, is so specified the head of the department and in relation to an establishment carried on by a local authority, the chief executive of that authority, and includes,— (i) in relation to an establishment which is a factory, the occupier of the factory as defined in clause (n) of section 2 of the Factories Act, 1948 and, where a person has been named as a manager of the factory under clause (f) of sub-section (1) of section 7 of the said Act, the person so named; (ii) in relation to any other establishment, the person who, or the authority which, has ultimate control over the affairs of the establishment and where the said affairs is entrusted to a manager or managing director, such manager or managing director; (iii) contractor; and (iv) legal representative of a deceased employer;
Words and expressions used and not defined in the Policy shall have the same meanings respectively assigned to them in the Act and / or Rules.
V. CONSTITUTION OF CSR COMMITTEE
In terms of section 135 of the Companies Act, 2013 and the Rules made thereunder, Board of Directors of the Company at its meeting held on March 18, 2021 has constituted a CSR Committee and the following are its members;
|1||Mr. Nitin Deshpande||Chairman||Director|
|2||Mr. Nikhil Damle||Member||Director|
The CSR Committee to, inter alia, carry out the following functions;
1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and the rules made thereunder.
2. To recommend the amount of expenditure to be incurred on the CSR activities.
3. To monitor the implementation by instituting a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the company under this CSR Policy.
4. To carry out any other function as mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable, necessary or appropriate for performance of its duties.
VI. CSR ACTIVITIES AND CSR PROGRAMS
Pursuant to Schedule VII of the Companies Act, 2013, the CSR Committee has approved the following activities as “CSR Activities” to be undertake under the CSR policy of the Company. The Board of Directors has reviewed the said activities and express its consent to the Committee to pursue the said activities under CSR policy of the Company under section 135 of the Companies Act, 2014, Schedule VII and other applicable rules, regulations, notifications etc., issued/to be issued from time to time.
Approved CSR Activities:
(a) Helping in provision of emergency medical care, preventive health care, sanitization and safe drinking water.
(b) Promoting education to underprivileged children, supporting socially backward people and helping the differently abled people.
(c)Ensuring environmental sustainability, ecological balance, protection of flora and fauna and conservation of natural resources.
(d) Rural Development Projects, promoting gender equality and empowering women.
(e) 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.
(f) Contribution to the 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 or State Government for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women
(g) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government
(h) Rural development projects
(i) Slum area development
(j) Disaster management, including relief, rehabilitation, and reconstruction activities
(k) Training to promote nationally recognized sports.
(l) Other programmes/ projects relating to the above-mentioned activities and/or activities permitted as part of CSR under the Act.
This CSR Policy shall be implemented from the Financial year 2020-2021. The CSR Committee shall based on the net profits, every year, identify the CSR activities including the focus areas, annual budget, planned expenditure and implementation schedule etc. for ensuring appropriate implementation as per the Act. The CSR activities will be carried out / implemented, directly or indirectly through NGO/ Agencies identified, established / registered to carry on the CSR activities as defined under the Rules.
VIII. EXPENDITURE NOT COVERED OR RECOGNISED
In terms of the Rules, the following contributions shall not be considered as CSR Expenditure;
(a) Contributions of any amount towards activities undertaken in pursuance of the normal course of business of the Company.
(b) Contributions of any amount, whether directly or indirectly, to any political party or any person associated with a political party.
(c) Amount spent, significantly for the benefit of Employees of the Company or, its Subsidiaries and Associates and their families.
(d) Expenses incurred by the Company for the fulfilment of any other statutory obligations under any law in force in India (such as labour laws, land acquisition act etc.)
(e) Expenses incurred by the Company for one off events such as marathons / awards / charitable contribution / advertisement / sponsorships of TV programs etc. for deriving marketing benefits for its products or services
(f) Any CSR activity undertaken by the Company outside India (except for the training of the Indian sports personnel representing any State or Union territory at the national level or India at International level);
(g) Other contributions / expenses not recognized under the Act / Rules as amended or modified, from time to time.
IX. FUNDING AND ALLOCATION
The Company is required to statutorily spend certain amount towards CSR activities, the details of the funding and allocation of the said expenditure for the CSR activities shall be as follows-
(a) The Company shall, in every financial year, contribute a statutory minimum limit of at least 2% of the average net profits made during the immediate three preceding financial years for the CSR Expenditure.
(b) In the absence of Net Profits in any financial year, the Company endeavours to spend such feasible amount as it may decide.
(c) The CSR Committee shall prepare its annual planned expenditure, for a financial year, for the CSR activities including the CSR approved activities and manner of implementation etc., and submit the same for approval of the Board
(d) The Company shall endeavour to spend the entire amount of statutory minimum contribution limit in a financial year. In the event, the Company is unable to spend such amount in any given financial year, the Board shall specify the reasons for the same in its report to the shareholders in terms of Section 134(3)(o) of the Act.
(e) In case of any surplus remaining out of the CSR activities, it shall not form part of the business profit of a company and shall be ploughed back into the same CSR project or shall be transferred to the Unspent CSR Account and spent in pursuance of CSR policy and annual action plan of the company or transfer such surplus amount to a Fund specified by the Authorities under Schedule VII, within a period of six months of the expiry of the financial year.
(f) In the event the Company spends an amount in excess of requirement provided, such excess amount may be set off against the requirement to spend up to immediate succeeding three financial years subject to the excess amount available for set off shall not include the surplus arising out of the CSR activities, if any, and the Board of the company shall pass a resolution to that effect.
X. MONITORING MECHANISM
The CSR Committee of the Company will coordinate / review the implementation of CSR activities at various areas and report to the Board. The CSR Committee shall meet at least once in a year to monitor the implementation of CSR Plan and its activities. The Committee shall ensure that the CSR Policy, as amended from time to time, is displayed on the company’s website.
The CSR Committee shall place before the Board, a draft annual report on CSR activities as per the specified format, in a board meeting to be held in first quarter of the following year for Board’s review and finalization. The Board shall include in its report to the shareholders, the annual report on CSR activities as per the format specified under the Rules.
XI. REPORTING FORMAT
Periodic reporting on the CSR activities, execution modalities, implementation schedules etc., to the CSR Committee shall be in the following format which may be amended by the CSR Committee from time to time.
XI. REPORTING FORMAT
CSR project or activity identified
Sector in which the Project is covered.
|Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken.||Amount outlay (budget) project or programs wise.||Amount spent on the projects or programs Sub-heads: (1) Direct expenditure on projects or programs. (2) Overheads.||Cumulative expenditure up to the reporting period.||Amount spent: Direct or through implementing agency|