GUESS? India Private Limited

1. INTRODUCTION AND OBJECTIVE OF THE CSR POLICY:

Since inception, Guess? India Private Limited (hereinafter referred to as “Guess” or “Company”) has always put the purpose and mission of the Company and its projects at the heart of its activities. The objective of Corporate Social Responsibility Policy (“CSR Policy”) is to promote a unified approach to Corporate Social Responsibility (“CSR”) across the Company by identifying select causes to work with under the aegis of permissible activities which will enhance the quality of life and economic well-being of the society at large.

Keeping in mind the aforesaid objective, the CSR Policy has been framed by the Company in accordance with Section 135 and Schedule VII of the Companies Act, 2013 (“Act”) and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (“CSR Rules”) issued by the Ministry of Corporate Affairs, as amended from time to time and read with relevant clarifications, guidelines and circulars (“Applicable Laws”).

2. EFFECTIVE DATE :

The CSR Policy shall be effective from September 26, 2024.

3. COMPANY PHILOSOPHY FOR CSR POLICY :

The Company recognizes its role in ensuring sustainable, social, environmental and economic development. The Company has the intention to promote a sustainable management model and a responsible vision of an economy that serves society and respects the limits of our planet. The Company wants to promote an economic model that is at the same time centered on the global progress of humanity and sustainability as well as profitability.

The management of the Company has expressed its willingness and support to the CSR concept and its legal framework and has agreed to be bound by it.

4. APPLICABILITY:

This CSR Policy shall apply to all CSR projects/ programs/ activities undertaken by the Company in accordance with the clauses contained in this CSR Policy and Applicable Laws.

5. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :

Currently, the Company is not required to constitute a Corporate Social Responsibility Committee (“Committee”) as its proposed CSR contribution requirement does not exceed INR 50 (fifty) lakhs. Therefore, all functions that would have been vested upon the Committee will be undertaken by the Board of Directors of the Company (“Board”) until a Committee is constituted.

As and when required in future, the Board shall constitute the Committee, by following the Applicable Laws and the required functions mandated under Applicable Laws to be performed by the Committee, will be undertaken accordingly by such Committee.

The Board’s report pertaining to any financial year shall include an annual report of CSR containing particulars specified under Applicable Laws. 

6. POWERS AND RESPONSIBILITIES OF THE BOARD / COMMITTEE (AS THE CASE MAY BE) IN DISCHARGING CSR OBLIGATIONS :

Following are the powers and responsibilities of the Board or Committee, as may be applicable:

1. Formulate the CSR Policy;
2. Recommend CSR activities as stated under Schedule VII of the Act;
3. Recommend the CSR budget;
4. Formulate and recommend (as may be required) an annual action plan in pursuance of CSR Policy covering the following aspects:

1. The list of approved CSR projects or programs to be undertaken in areas or subjects specified in Schedule VII of the Act;
2. The manner of execution of such projects or programs as specified in Rule 4(1) of CSR Rules;
3. The modalities of utilisation of funds and implementation schedules for the projects or programs;
4. Monitoring and reporting mechanism for the projects or programs; and
5. Details of need and impact assessment, if any, for the projects undertaken by the Company.

5. Recommend changes to the Board, if any, needed in the annual action plan with reasonable justification to that effect;
6. Spend the allocated CSR amount on the CSR activities once it is approved by the Board in accordance with the Applicable Laws;
7. Submit periodical reports to the Board in respect of the CSR activities undertaken by the Company and publish the same on the website of the Company.  
8. Monitor the Company’s CSR Policy from time to time; and
9. Carry any such other functions relating to CSR activities of the Company as may be delegated to it by the Board.

7. FINANCIAL COMMITMENT FOR CSR ACTIVITIES :

For achieving its CSR objectives through implementation of meaningful and sustainable CSR programs, the Company shall endeavor to allocate the following as its annual CSR corpus:

1. 2% of average net profits made during the 3 (three) immediately preceding financial years, as prescribed under the Applicable Laws;
2. Any income arising therefrom; and
3. Surplus arising out of CSR activities.

It is clarified that surplus arising out of CSR projects/ programs shall not form part of business profits of the Company.

The Board shall approve the total fund to be utilized for CSR activities for the respective financial year. The Board shall ensure that the administrative overheads shall not exceed 5% of total CSR expenditure of the Company for the financial year.

CSR expenditure shall include all expenditures including contribution to corpus for projects or programs relating to CSR activities approved by the Board but does not include any expenditure on an item which is not in conformity or not in line with the activities which fall within the approved CSR activities.

If the Company spends an amount in excess of requirement provided under section 135(5) of the Act, then such excess amount can be set off against the requirement to spend under section 135(5) up to immediately succeeding 3 (three) financial years, in the manner as provided under the Applicable Laws.

8. ACTIVITIES/ FOCUS AREAS :

Pursuant to Schedule VII of the Act, the Company will focus on the following areas for its CSR activities:

1. Eradicating Hunger, Poverty and Malnutrition: Eradicating hunger, poverty and malnutrition, promoting health care (including preventive health care) and sanitation, including without limitation, contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water;
2. Promoting Education: To promote education including special education and employment enhancing vocational skills especially among children, women, elderly and the differently abled and livelihood enhancement projects by way of making contributions to institutions for libraries, laboratories, etc., for motivating the students;
3. Gender Equality and Woman Empowerment: 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;
4. Environmental Sustainability: 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 without limitation, contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;
5. Natural Heritage, Art and Culture: 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;
6. Sports: To promote rural sports, nationally recognized sports, paralympic sports and Olympic sports;
7. Rural and slum area development projects;
8. Measures for the benefit of armed forces veterans, war widows and their dependents;
9. 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 Scheduled Castes, Scheduled Tribes, other backward classes, minorities and women;
10. Disaster management, including relief, rehabilitation and reconstruction activities;
11. 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;
12. 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);
13. Such other activities as the Board may consider in accordance with the activities mentioned in the Applicable Laws;

The CSR activities will be carried out in a manner where the preference is to undertake the CSR activities in and around the local areas where the Company operates. In case any of the CSR activities to be undertaken are anticipated to be long term i.e., an ongoing project being of a term up to 3 (three) years (excluding the financial year in which it was commenced), then a detailed estimate on implementation schedule or milestones should be available with the Board.

The Company will review the sectors from time to time and make additions/ deletions/ clarifications to the aforementioned sectors.

9. DISQUALIFYING ACTIVITIES FOR CSR :

The following activities shall be excluded from the CSR expenditure of the Company:

1. Activities undertaken in pursuance of normal course of business of the Company;
2. Any activity undertaken by the Company outside India except for training of Indian sports personnel representing any State or Union territory at national level or India at international level;
3. Contribution of any amount directly or indirectly to any political party under section 182 of the Act;
4. Activities benefitting employees of the Company as defined in clause (k) of section 2 of the Code on Wages, 2019 (29 of 2019);
5. Activities supported by the Company on sponsorship basis for deriving marketing benefits for its products or services; and
6. Activities carried out for the fulfilment of any other statutory obligations under any law in force in India.

10. IDENTIFICATION OF ACTIVITIES/ PROJECTS :

Out of approved CSR activities, the Board or Committee, as the case may be, shall decide which activity/project should be given priority to for the respective financial year. While arriving at the decision of the activity to be undertaken for the respective year, the Board or Committee, as the case may be, shall analyze the basic need of the community/ area in which the Company operates or at the place where its registered office is situated. The Board or Committee, as the case may be, shall record its findings and the prioritized CSR activities.

11. IMPLEMENTATION PROCESS :

After prioritizing the activities, the Board or Committee, as the case may be, shall finalize the detailed implementation project/ program planning, including planning for expenses against the total budget allocated for CSR activities.

The Company shall undertake its CSR activities, either by itself or through:

1. a company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80 G of the Income Tax Act, 1961 (43 of 1961), established by the Company, either singly or along with any other company;
2. 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; or
3. any entity established under an Act of Parliament or a State legislature; or
4. 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 3 (three) years in undertaking similar activities

The Company may also collaborate or pool resources with other companies for undertaking aforesaid projects, programs or CSR activities.

12. MONITORING BY THE BOARD :

The Company’s CSR will have a multi-tiered monitoring mechanism. The Board or Committee, as the case may be, will monitor and review the CSR of the Company from time to time regarding the financial and programmatic progress of CSR projects. On-site monitoring would also be undertaken at least once a year to ensure on-track implementation in case required.

An annual business plan for CSR shall also be formed which will include resource requirements and allocation across interventions and locations. Quarterly review of the CSR activities and monitoring of achievements against targets set at the beginning of the financial year, will also be undertaken by the Board.

13. CSR REPORTS :

The Board or Committee, as the case may be, shall prepare the annual report on CSR as per the format prescribed under Annexure II of the CSR Rules. Such report shall also form part of the Board’s report of the Company.

14. FAILURE TO SPEND THE CSR MONEY :

In case the Company fails to spend the required CSR amount in a particular financial year, the Board shall specify the reasons for the same in their Board’s report for that particular financial year. The Board shall further, subject to Applicable Laws for the time being in force:

1. In case of an on-going project: Transfer the unspent amount, within a period of 30 (thirty) days from the end of the financial year, to a special account to be opened by the Company in that behalf for that financial year in any scheduled bank to be called the Unspent Corporate Social Responsibility Account, and such amount shall be spent by the Company in pursuance of its obligation towards the CSR within a period of 3 (three) financial years from the date of such transfer, failing which, the Company shall transfer the same to a fund specified in Schedule VII, within a period of 30 (thirty) days from the date of completion of the third financial year.

For the purpose of aforesaid, ‘on-going project’ shall mean a multi-year project undertaken by the Company in fulfilment of its CSR obligation having timelines not exceeding 3 (three) years excluding the financial year in which it was commenced, and shall include such project that was initially not approved as a multi-year project but whose duration has been extended beyond 1 (one) year by the Board based on reasonable justification.

2. In case of a non on-going project: Transfer such unspent amount to the fund specified in Schedule VII of the Act, within a period of 6 (six) months of the expiry of that financial year.

15. NEED AND IMPACT ASSESSMENT:

CSR activities undertaken should be in the interest of the society and the local population where the Company operates. Before undertaking any project or activities, the Company shall conduct a need assessment for the project and its utility in the demography where the project is proposed.

After 1 (one) year of completion of CSR project, the Company may consider conducting an impact assessment of the project so completed and place a report for consideration before the Board.

If the Company’s average CSR obligation is of INR 10 crores or more in the 3 (three) immediately preceding financial years, then it shall compulsorily undertake impact assessment through an independent agency, of their CSR projects having outlays of INR 1 (one) crore or more, and which have been completed not less than 1 (one) year before undertaking the impact study.

A summary of the impact assessment outcome shall be disclosed in the Board’s report.

16. DISPLAY OF CSR ACTIVITIES ON COMPANY’S WEBSITE:

The composition of the Committee, if constituted, CSR Policy and the projects approved by the Board shall be displayed on the Company’s website.

17. AMENDMENTS :

The Board may, either on its own or on the recommendation of the Committee (if applicable), subject to compliance with the Applicable Laws, at any time alter, amend or modify the CSR Policy as it deems fit, to comply with the statutory obligation of the Company to undertake the CSR activities.