CSR Policy

CORPORATE SOCIAL RESPONSIBILITY POLICY OF DISCOVERY COMMUNICATIONS INDIA

(Pvt Company with Unlimited Liability)

PURPOSE

Discovery Communications India (Pvt Company with Unlimited Liability) (“Company”) is an integral part of Warner Bros. Discovery group of companies, one of the world’s largest infotainment broadcasting companies. The Company’s corporate social responsibility (“CSR”) policy truly reflects the vision of the Company to help in conserving the wildlife, climate, socio-economic development, ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare and related issues (“CSR Policy”). The Company strives to become a significant contributor to CSR initiatives in India by implementing animal welfare projects, care for the environment while improving the quality of life including the local community and society at large.

The main objective of the CSR Policy is to lay down the guidelines for CSR activities of the Company. The Company aims to create economic value and to actively contribute towards the development of a sustainable society by taking up projects for the common good and the activities which have been defined under Schedule VII of the Companies Act 2013.

The Policy is formulated in compliance of the requirements of the Companies Act, 2013, and the Rules and Schedules made there under.

CONSTITUTION OF COPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to the provisions of Section 135 of the Companies Act, 2013 (“Act”), the Board of Directors has constituted the Corporate Social Responsibility (CSR) Committee. The Members of CSR Committee are appointed by the Board of Directors of the Company which always consists of at least two or more Directors.

FUNCTIONS

The CSR Committee carries out the following functions:

formulate and recommend to the Board a CSR policy indicating activities to be undertaken as specified in Schedule VII of the Act;
recommend the amount of expenditure to be incurred on the activities referred to in sub-paragraph (i) above; and
monitor implementation of the CSR policy from time to time.

FOCUS AREAS

The Company may undertake any of the following activities or such other activities as may be notified by the government from time to time, which may include: -

eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swachh Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water;
promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;
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;
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;
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 art and handicrafts;
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);
training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;
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 govt. for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women;
(a) Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government;
(b) Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs);
rural development projects;
slum area development; and
Explanation: For the purposes of this item, the term ‘slum area’ shall mean any area declared as such by the Central Government or any State Government or any other competent authority under any law for the time being in force.
disaster management, including relief, rehabilitation and reconstruction activities.

The Board may deliberate and decide to undertake additional CSR initiatives falling within the purview of Schedule VII of the Act, as may be amended from time to time, based on the recommendations of the CSR Committee.

MONITORING PROCESS OF CSR INITIATIVES

The CSR Committee shall identify a project monitoring team to carry out the following functions:

To ensure that the CSR policy is implemented as per the provisions of the Act and the Rules and that all programs are duly implemented;
Monitor the CSR expenditure in an accountable and transparent manner; and
Review periodically the CSR project reports and present the same to the Board on an annual basis.

COMPOSITION OF CSR COMMITTEE

The Board has constituted the CSR committee of the Company. The Committee consists of at least two members. The Board has the power to appoint members and additional sub-members of the CSR Committee which may or may not be the Directors of the Company. The Board also has the power of removing the member of the CSR Committee. The Board alone has the power to fill any vacancy in the CSR Committee.

The CSR Committee presently comprises the following people:

Mr. Arjun Nohwar – Member
Ms. Nupur Jain – Member
Mr. Rohit Gupta – Member
Mr. Sumit Dasgupta – Member
Ms. Deepa Sridhar – Member
Mr. Shivam Adlakha – Secretary to the Committee

RESPONSIBILITY OF THE BOARD

The Board is responsible for the following:

Approving the CSR policy as may be recommended by the CSR Committee, subject to necessary changes/ modifications as the Board may deem fit;
Ensuring that in each financial year the Company spends such amounts for CSR activities as may be stipulated in the Act, as amended from time to time (presently 2% of the average net profits of the Company made during the three (3) immediately preceding financial years); and
Monitoring implementation of the CSR initiatives as set out in the CSR policy as amended from time to time in accordance with the Act.

EXPENDITURE OF CSR FUNDS

The Company intends to spend at least 2% of the average net profits of the Company calculated as per Section 135 of the Act and its corresponding Rules, as amended from time to time, during the three immediately preceding financial years for annual CSR initiatives. Any unutilised CSR allocation of a particular financial year may be carried forward to the following year as per the decision of the CSR Committee. Further, any surplus arising out of the CSR initiatives or programs or activities will not form part of business profits of the Company.

The said policy shall stand modified/amended and be applicable to the extent of the amended laws in place.