GENERAL MILLS INDIA PRIVATE LIMITED

CORPORATE SOCIAL RESPONSIBILITY

(CSR) POLICY
INDEX
I. TITLE

II. OBJECTIVE

III. SCOPE

IV. APPLICABILITY

V. DEFINITIONS & INTERPRETATION

VI. CSR ACTIVITIES

VII. POWERS OF THE BOARD

VIII. CSR COMMITTEE

IX. CSR EXPENDITURE

X. IMPLEMENTATION & REPORTING

XI. AMENDMENT
I. TITLE
This Corporate Social Responsibility Policy shall be called the General Mills India Private
Limited – Corporate Social Responsibility Policy (hereinafter referred to as the “CSR Policy”).
II. OBJECTIVE
The objective of framing this CSR Policy is to ensure that the Company operates its business in
an economically, socially & environmentally sustainable manner by enhancing the quality of life
& economic well being of the society in fulfillment of its role as a socially responsible corporate.

III. SCOPE

This document outlines the Policy of General Mills India Private Limited (hereinafter referred to
as ‘General Mills’ or ‘the Company’) towards Corporate Social Responsibility, in accordance
with section 135 of the Companies Act 2013 read with Companies (Corporate Social
Responsibility) Rules, 2014 including all statutory modifications / amendments made thereof.

IV. APPLICABILITY
The Policy shall apply to all CSR projects / programmes / activities undertaken by the Company
in accordance with the clauses contained herein and section 135 of the Companies Act 2013 read
with Companies (Corporate Social Responsibility) Rules, 2014 including all statutory
modifications / amendments made thereof.

V. DEFINITIONS & INTERPRETATION

1. Definitions
The terms defined in this CSR Policy shall have the meanings herein specified and terms not
defined shall have the meanings as defined in the Companies Act, 2013 and Companies
(Corporate Social Responsibility) Rules, 2014 including any statutory modifications or re-
enactments thereof.
“Act” means the Companies Act, 2013 including any statutory modification or re-enactment
thereof.
“Associate Company” means a Company within the meaning of section 2(6) of the Act.
“Administrative overheads” means 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.”

“Board” means the Board of Directors of the Company.

“Company” means General Mills India Private Limited (CIN – U15510MH1995PTC094741), a

Company incorporated under the Companies Act, 1956 and having its registered office at 902,
Ventura, Hiranandani Business Park, Powai, Mumbai (MH) 400 076 and includes its successors
and assigns.
“Corporate Social Responsibility (CSR)” means the activities undertaken by Company in
pursuance of its statutory obligation laid down in section 135 of the Act read with CSR rules, but
shall not include the following, namely:-
(i) activities undertaken in pursuance of normal course of business of the company:
(ii) 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;
(iii) contribution of any amount directly or indirectly to any political party under section 182 of
the Act;
(iv) activities benefitting employees of the company as defined in clause (k) of section 2 of the
Code on Wages, 2019 (29 of 2019);
(v) activities supported by the companies on sponsorship basis for deriving marketing benefits
for its products or services;
(vi) activities carried out for fulfilment of any other statutory obligations under any law in force
in India;

“CSR Committee” means the Committee of the Board constituted for the purpose of
administration & implementation of CSR activities, supervising the adherence of this CSR
Policy and the matter incidental thereto referred to in section 135 of the Act.

“CSR Policy” means the Corporate Social Responsibility Policy as set out herein and as
amended or modified from time to time.
“CSR Rules” means Companies (Corporate Social Responsibility) Rules, 2014 including any
statutory modification or amendment thereof.
“Holding Company” means a Company within the meaning of section 2(46) of the Act.

“Ongoing Project” means a multi-year project undertaken by a Company in fulfilment of its

CSR obligation having timelines not exceeding 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 one year by the board based on reasonable
justification;

“Subsidiary Company” means a Company within the meaning of section 2(87) of the Act.

2. Interpretation
In this document, unless the contrary intention appears:
a) the singular includes the plural and vice-versa;
b) the word “Person” includes an individual, a firm, a body corporate or unincorporated entity
or any authority; and
c) any word or expression importing the masculine, feminine or neuter genders only, shall be
taken to include all three genders.
d) Words and expressions used and not defined in this Policy but defined in the Act shall have
the same meanings respectively assigned to them in the Act.
3. Article Headings
Article headings are for information only and shall not affect the construction of this document.
4. References
Reference to any Act, Rules, Statute or Notification shall include any statutory modification,
substitution or re-enactment thereof.

VI. CSR ACTIVITIES / PROJECTS / PROGRAMMES:

i. The Company shall undertake CSR activities as recommended by the CSR Committee and
approved by the Board from time to time in any one or more of the areas specified in
Schedule VII (as amended from time to time) of the Act:

ii. Preference shall be given to the local area and areas around where the Company operates,
for spending the amount earmarked for CSR activities.

iii. CSR activities shall be undertaken by the Company in adherence with this CSR Policy.

iv. CSR activities shall be undertaken only in India.

VII. POWERS OF THE BOARD:

i. The Board of the Company will be responsible for:

a. The Board shall ensure that the CSR activities are undertaken by the Company itself or
through -
(a) 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, or
(b) 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
(c) any entity established under an Act of Parliament or a State legislature; or
(d) 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.
b. Forming a CSR Committee with such Directors as its members as it may deem fit and in
accordance with the section 135 of the Act read with CSR Rules.
c. Reviewing and approving the CSR policy as recommended by the CSR Committee.
d. Monitoring the implementation of the CSR policy through the CSR Committee in
accordance with this Policy.
e. Ensuring that the funds so disbursed have been utilised for the purposes and in the manner as
approved by it and the Chief Financial Officer or the person responsible for financial
management shall certify to the effect
f. In case of ongoing project, the Board shall monitor the implementation of the project with
reference to the approved timelines and year-wise allocation and shall make modifications,
if any, for smooth implementation of the project within the overall permissible time period.
g. Disclosing in Board’s report, the annual report on CSR as per the format as prescribed under
the Act read with CSR Rules.
h. Ensuring the placing of CSR Policy, composition of CSR Committee, projects approved by
the Board and other matters as may be prescribed by authorities from time to time, on the
Company’s website.

ii. The Board may decide to engage international organisations for designing, monitoring and
evaluation of the CSR projects or programmes as per its CSR policy as well as for capacity
building of its team for CSR.

iii. The Board may also decide to collaborate with other companies for undertaking projects or
programmes or CSR activities in such a manner that the CSR committees of respective
companies are in a position to report separately on such projects or programmes in
accordance with CSR rules and this Policy.

iv. The number of members of CSR Committee and their powers and functions can be specified,
varied, altered or modified from time to time by the Board, subject to Act and such rules and
regulations as may be in force. The Board may also provide that the CSR Committee shall
exercise certain powers only after consultation with the Board and in such case the said
powers shall be exercised accordingly.

v. The Board in its absolute discretion may from time to time modify, change, vary or the CSR
Policy, provided that such amendment or alteration shall be in compliance with the
applicable clauses of Act and CSR Rules.

VIII. CSR COMMITTEE:

i. Purpose:
The Corporate Social Responsibility (CSR) Committee of the Company will be formed by the
Board of Directors of the Company to assist the Board in carrying out its responsibilities as per
the CSR Policy of the Company.

ii. Composition of the CSR Committee:

The CSR Committee shall comprise of two (2) or more directors as the Board may deem fit
from time to time, to be appointed from amongst the Directors. The Board shall at its sole
discretion, have the power to appoint any Director, remove any such Director so appointed and
appoint another in his place. Any such appointment and/or removal shall be made by a resolution
of the Board.
a. The Chairperson of the Committee shall be designated by the Board from among the
Committee members.
b. The Company Secretary of the Company shall act as Secretary to the Committee.
c. The Board will have the power to reconstitute CSR Committee as and when required from
time to time.
iii. Meetings:
The CSR committee may meet as and when required. The CSR Committee shall be entitled to
invite any person to attend its meetings and participate in the discussion and deliberations if it so
thinks fit.

iv. Quorum:
The quorum necessary for the transaction of business of CSR Committee shall be 2 members or
1/3rd of the total Committee members, whichever is higher. A duly convened meeting of the
Committee at which a quorum is present shall be competent to exercise all or any of the
authorities, powers and discretions vested in or exercisable by the Committee as provided herein
and delegated by the Board from time to time.

v. Roles:
The CSR Committee shall ensure the following:
a. formulation of CSR policy in accordance with section 135 of Act read with CSR Rules, and
recommend the same to the Board for approval and adoption.
b. formulate and recommend to the Board, an annual action plan in pursuance of CSR policy,
which shall include the following, namely:-
(a) the list of CSR projects or programmes that are approved to be undertaken in areas or
subjects specified in Schedule VII of the Act;
(b) the manner of execution of such projects or programmes;
(c) the modalities of utilisation of funds and implementation schedules for the projects or
programmes;
(d) monitoring and reporting mechanism for the projects or programmes; and
(e) details of need and impact assessment, if any, for the projects undertaken by the company:

Provided that Board may alter such plan at any time during the financial year, as per the
recommendation of CSR Committee, based on the reasonable justification to that effect.

c. The CSR Committee shall identify the CSR activities along with the geographical area to be
undertaken by the Company based on the detailed study & research. The study encompasses
various parameters such as – health indicators, literacy levels, sustainable livelihood
processes, population data – below the poverty line and above the poverty line, state of
infrastructure, environment, among others.
d. The Board shall review the proposal of the CSR Committee and if deems fit may approve the
recommendation of the Committee with any modification that may be deemed necessary.
e. On determination of the modalities, every year the CSR Committee shall present a detailed
proposal before the Board containing:
i. List of CSR activities to be under taken.
ii. Geographical areas wherein such CSR activities are to be undertaken.
iii. Defined objectives (developed out of existing societal needs determined through baselines /
studies / research).
iv. Defined expected timelines, outcomes, outputs and inputs.
v. Budget.
vi. Implementation source, either directly or through some trust, society, company or otherwise.
vii. Monitoring system.

f. Recommendation to the Board for modification(s) to the CSR policy as and when required.
g. Establish a transparent monitoring mechanism for implementation of the CSR activities
undertaken by the Company.
h. Perform all functions as may be delegated by the Board from time to time.

IX. CSR EXPENDITURE:

i. For every financial year, minimum CSR spending of the Company shall be as per the
provisions of section 135 of the Act read with CSR Rules including all modifications and
amendment thereof.
ii. The Board shall ensure that the administrative overheads shall not exceed 5% of total CSR
expenditure of the Company for the financial year.
iii. Any surplus arising out of the CSR activities shall not form part of the business profit of a
Company and shall be ploughed back into the same 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 in Schedule VII of the Act,
within a period of six months of the expiry of the financial year.
iv. Where a Company spends an amount in excess of requirement, such excess amount may be
set off against the requirement to spend under sub-section (5) of section 135 up to immediate
succeeding three financial years subject to the conditions that –
(a) the excess amount available for set off shall not include the surplus arising out of the
CSR activities.
(b) the Board of the company shall pass a resolution to that effect.

v. The CSR amount may be spent by a Company for creation or acquisition of a capital asset,
which shall be held by -
(a) a Company established under section 8 of the Act, or a Registered Public Trust or
Registered Society, having charitable objects and CSR Registration Number; or
(b) beneficiaries of the said CSR project, in the form of self-help groups, collectives,
entities; or
(c) a public authority:

X. IMPLEMENTATION & REPORTING:

i. The CSR Committee, for the proper implementation of CSR activities may form CSR Action
Team and will assign the task of implementation of the CSR plan within specified budgets and
timeframes to such persons or bodies as it may deem fit. The CSR Action Team shall review
the implementation of the CSR activities and issue necessary directions from time to time to
ensure orderly and efficient execution of the CSR activities in accordance with this Policy.
The CSR Action Team will provide a periodical status update to the CSR Committee on the
progress of implementation of the approved CSR Programmes carried out. It shall be the
responsibility of the CSR Committee to review such reports and keep the Board apprised of
the status of implementation of the same.
ii. On completion of the CSR activities, the Chairman of the CSR Committee shall provide a
detailed report to the Board including but not limited to activities done, amount spent,
benefits, time consumed, type of beneficiary communities, implementation channel etc.
iii. The CSR Committee for the effective implementation of CSR Policy shall promote CSR
activities as approved by the Board by offering opportunities to employees to participate in
wide array of CSR activities.

XI. AMENDMENT:

The Board of Directors may, based on its assessment of the Company’s needs, financial
soundness, legal and regulatory developments, subject to compliance with the applicable laws
and rules, at any time modify, change, vary, alter, amend, this CSR Policy.