Module 03
Module 03
iv. Section 135 (4): The Board of every company referred to in sub-section (1) shall,—
a) After taking into account the recommendations made by the Corporate Social Responsibility
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v. Section 135 (5): The Board of every company referred to in sub-section (1), shall ensure
that the company spends, in every financial year, at least two per cent of the average net
profits of the company made during the three immediately preceding financial years, in
pursuance of its Corporate Social Responsibility Policy.
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C. The Companies (Corporate Social Responsibility Policy) Rules, 2014 notified on 27-
02-2014 (inclusive of all amendments).
In exercise of the powers conferred under section 135 and sub-sections (1) and (2) of
section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby
makes the following rules, namely:
ii. Definitions
In these rules, unless the context otherwise requires, -
(a)"Act" means the Companies Act, 2013;
(b)"Corporate Social Responsibility (CSR)" means and includes but is not limited to :-
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 a
company (Board) in pursuance of recommendations of the Committee of the Board as
per declared CSR Policy of the company subject to the condition that such policy will
include activities, areas or subjects specified in Schedule VII of the Act.
(c)"CSR Committee" means the Corporate Social Responsibility Committee of the Board
referred to in section 135 of the Act.
(d)"CSR Policy" relates to the activities to be undertaken by the company in areas or
subjects specified in Schedule VII to the Act and the expenditure thereon, excluding
activities undertaken in pursuance of normal course of business of a company;
(e)"Net profit" means the net profit of a company as per its financial statement prepared in
accordance with the applicable provisions of the Act, but shall not include the following,
namely:-
any profit arising from any overseas branch or branches of the company, whether
operated as a separate company or otherwise; and
any dividend received from other companies in India, which are covered under and
complying with the provisions of section 135 of the Act.
D. CSR Activities.
The CSR activities shall be undertaken by the company, as per its stated CSR Policy, as
projects or programs or activities (either new or ongoing), excluding activities undertaken
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i. Rule 4 (2)
The Board of a company may decide to undertake its CSR activities approved by the CSR
Committee, through –
a company established under Section 8 of the Act or a registered trust or a registered
society, established by the company, either singly or along with any other company, or
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 any entity
established under on Act of Parliament or State legislature.
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Dr. Ambedkar Institute of Management Studies and Research, Deekshabhoomi, Nagpur (For internal circulation only)
A listed company has to submit disclosure of appointment to the stock exchange where
shares are listed within 24 hours from the date of board meeting.
The same has to be posted on the company website within 2 days.
A listed company has to obtain disclosure in Form B within 7 days of appointment, from
the director.
Necessary entries have to be made in the register of the directors and KMP and register of
contracts or arrangements in which directors are interested in Form MBP-4.
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A listed company has to submit disclosures of the proceedings of general meeting to stock
exchange where shares are listed within 24 hours from conclusion of general meeting.
The same has to be posted on the website of the company within 2 working days.
Further, listed company has to submit to the stock exchange within 48 hours of conclusion
of general meeting stating the details of the voting result in the format SEBI has provided.
Then, file return for change of designation of independent director with Registrar of
Office (ROC) within 30 days from date of AGM (Annual General Meeting) in Form DIR-
12 along with requisite documents and fees.
Conclusion
This whole process can take between 4 days to 91-95 days. Independent Directors are an
essential part of the board. They recommend CSR (Corporate Social Responsibility) policy to
the board. Give unbiased judgments and safeguard the interest of minority shareholders. They
keep a check on the activities of the company and ensure that no unethical or fraudulent
activities are happening in the company. Independent Director has to hold at least 1 meeting
in a year. They hold a crucial role in meetings and also as a member of the Audit Committee,
Nomination and Remuneration Committee. His presence ensures implementation of best
corporate governance practices.
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As per the research conducted by Ganga S Dhanesh, following are major drivers of
Corporate Social Responsibility with special focus to India:
2. Conclusion:
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The company should comply with the political and legal environment of the country.
The company should consider protecting the environment.
(3) Ethical Responsibility
This type of responsibility expects a certain type of behaviour or conduct from the
company.
This behaviour may not be documented by law.
(4) Discretionary Responsibility
These are voluntary actions taken by the entities in case of natural calamities, helping
poor people etc.
They help them by providing a charitable contribution, education activities etc.
It prevents investments of charitable funds into speculative activities.
Three approaches
1. the approach has been to support philanthropy or community engagement, donating a
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Stakeholders, in this context, can be understood as any person, group, or organization that
can place claim on a company’s attention, resources or output. Therefore, business viability
in the construction industry will require that organizations place environmental, social and
governance (ESG) concerns at the center of their business model.
Example, The extensive impact of the construction industry means that business practices
across the supply chain garner significant attention and scrutiny from government, media,
civil society organizations, and the general public. As indicated by CE’s definition, it is
increasingly apparent that the expectations of these stakeholders go beyond the delivery of
projects.
Understanding the relationship between CSR and risk management across the value chain
will leave organizations well positioned to tap into higher levels of social impact and
financial success.
In a paper for The Corporate Social Responsibility Initiative, Beth Kytle and John Gerard
Ruggie argue that “CSR programs are a necessary element of risk management for global
companies because they provide the framework and principles for stakeholder engagement,
can supply a wealth of intelligence on emerging and current social issues/groups to support
the corporate risk agenda, and ultimately serve as a countermeasure for social risk.” [3]
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If we look at the pressure being placed on the oil and gas industry for its environmentally
detrimental activities, and the subsequent impact of this on earning drivers, addressing this
issue should be top priority for construction.
For the sake of business continuity and to future-proof the industry, organizations must
adapt to the changing policy and social landscape, and evolve its decision-making processes
to include CSR.
1. Identify and understand your organization’s CSR image and what shapes it
On a regular basis, gather and assess information about the impact of your organization’s
actions or lack of action from news reports, CEO statements, employee perceptions, customer
experiences, social media, activists and other organizations in your industry.
Employees are rarely motivated by the call to “be compliant,” however, they will respond
more positively if they can see that their actions are advancing a broader, societal
benefit. Most compliance efforts can be repositioned within the broader context of “values”
and social good work – which are often more meaningful and motivational frameworks than
strict compliance.
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