Xistyl – CSR Policy – Adopted by the Board

1. PREAMBLE 

Xistyl is committed towards integrating economic, environmental, and social concerns of our country with  the Company’s operation and growth. Company in alignment with the endeavor of the government to uplift the  society is committed to contribute to the society at large by way of social and cultural developments, imparting  education, social awareness, environmental protection and maintaining ecological balance. 

2. OBJECTIVE 

The main objectives of the CSR Policy are to lay down the guidelines for the Company to make CSR a key  business process for sustainable development of the Society. It aims at enhancing welfare measures of the  Society on an immediate and long-term basis and to demonstrate commitment to common good through  responsible business practices.  

3. DEFINITION 

“Applicable Laws” means the applicable provisions of the Companies Act, 2013 (“the Act”) as amended from  time to time along with the rules and schedules framed thereunder. 

“Board of Director" or "Board" means the Board of Directors of the Company, as constituted from time to time. 

"Company" means a company incorporated under the Companies Act, 2013 or under any previous company  law. 

“Committee” means the CSR Committee as constituted by the Board of Directors of the Company under the  provision of section 135 of the Companies Act, 2013. 

"Corporate Social Responsibility Committee or Committee" means CSR Committee constituted by the Board  of Directors of the Company, from time to time. 

"CSR Policy" means Corporate Social Responsibility Policy formulated by the Company. 

“Net Profit” means the net profit of a Company as per its financial statements prepared in accordance with the  applicable provisions of the Act, but shall not include the following namely: 

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.

Any other term not defined herein shall have the same meaning as defined in the Companies Act, 2013 or any  other applicable regulation. 

4. CSR ACTIVITIES 

The company’s commitment to CSR will be manifested by investing resources in any one or more of the  following areas: 

i. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care  and sanitation (including contribution to the Swach Bharat Kosh set-up by the Central Government for  the promotion of sanitation) and making available safe drinking water.  

ii. Promoting education, including special education and employment enhancing vocation skills specially  among children, women, elderly, and the differently abled and livelihood enhancement projects. iii. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans,  setting up old age homes, day care centers and such other facilities for senior citizens and measures for  reducing inequalities faced by socially and economically backward groups. 

iv. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare,  agro-forestry, 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). 

v. 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 arts  and handicrafts. 

vi. 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. 

vii. Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports. viii. 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  Government for socio-economic development and relief and welfare of the Schedule Castes, the  scheduled tribes, other backward classes, minorities, and women. 

ix. Contributions or funds provided to technology incubators located within academic institutions which  are approved by the Central Government. 

x. Rural development projects. 

xi. Slum area development. 

xii. Disaster management, including relief, rehabilitation and reconstruction activities. xiii. Any other activities as listed in Schedule VII of the Act, as amended from time to time.

5. IMPLEMENTATION APPROACH 

CSR activities may be undertaken by the Company in any one or more of the following ways:  

i. Directly by the Company or through a company established under section 8 of the Act, or a registered  public trust or a registered society, exempted under sub-clauses (iv), (v), (vi) or (via) of clause (23C) of  section 10 or registered under section 12A and approved under 80 G of the Income Tax Act, 1961 (43 of  1961), established by the company, either singly or along with any other company. 

ii. 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. 

iii. Through any entity established under an Act of Parliament or a State legislature. 

iv. Through a company established under section 8 of the Act, or a registered public trust or a registered  society exempted under sub-clauses (iv), (v), (vi) or (via) of clause (23C) of section 10 or registered under  section 12A and approved under 80 G of the Income Tax Act, 1961, and having an established track record  of at least three years in undertaking similar activities. 

v. By collaborating with other companies/organizations to undertake projects or programs or CSR activities. 6. MONITORING MECHANISM 

i. The CSR Committee shall monitor the CSR policy of the Company from time to time and recommend to the  Board a plan for the implementation of the CSR projects or activities to be undertaken by the Company  and the amount of expenditure to be incurred on CSR activities. 

ii. The Board of Directors of the Company will ensure that the CSR activities undertaken by the Company are  in accordance with the CSR Policy, Act and CSR Rules. 

7. CSR EXPENDITURE 

i. The Board shall ensure that the Company shall spend on the CSR Activities in pursuance of this policy,  such amount as may be prescribed under the provision of section 135 of the Act as amended from time to  time. 

ii. Any surplus arising out of CSR activities carried out by the Company shall not form part of the business profits of the Company and shall be ploughed back into same project or shall be transferred to unspent  CSR account in accordance with the Act and CSR Rules. 

8. REPORTING 

i. The CSR Committee will prepare an annual CSR report in the format as specified under the Act and  recommend the same to the Board for their approval. The said report will be disclosed as a part of the Board of Director’s Report of the Company. 

ii. The CSR Policy will be hosted on the Company’s website to make it available for the public domain.

9. GOVERNANCE 

The CSR Policy will be governed by the applicable provisions of Companies Act, 2013, Rules and Schedule made  thereunder, and any other modification or enactment as notified by the Central Government from time to time. 

10. AMENDMENTS 

Any changes and modifications in the policy to be at the discretion of the CSR Committee and subject to the  approval of the Board. Any or all provisions of the CSR Policy would be subject to revision/amendment in  accordance with the provisions of the Act thereunder on the subject, from time to time.

Corporate Social Responsibility (“CSR”) Committee Composition