1. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 1 By DR. S.D. ISRANI, Advocate & Sr. Partner SD Israni Law Chambers ICAI Seminar at Kandivali, Mumbai on Sunday, 27 th April 2013

2. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 2 Today’s business leader cannot justify his existence by profit statements alone. He must also render service to his local, national and world community. DOROTHY SHAVER THE COMPANIES ACT, 2013

3. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 3 COPORATE SOCIAL RESPONSIBILITY (CSR) THE COMPANIES ACT, 2013

4. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 4 CSR VOLUNTARY GUIDELINES, 2009 THE COMPANIES ACT, 2013

5. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 5 Core Elements Care for all Stakeholders Ethical functioning Respect for Workers' Rights and Welfare Respect for Human Rights Respect for Environment Activities for Social and Inclusive Development THE COMPANIES ACT, 2013

6. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 6 COMPANIES ACT, 2013 & CSR THE COMPANIES ACT, 2013

7. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 7 S. 135 Every company having net worth of Rs. 500 crores or more, or Turnover of Rs. 1000 crores or more or A net profit of Rs. 5 crores or more During any financial year THE COMPANIES ACT, 2013

8. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 8 To constitute a Corporate Social Responsibility (CSR) Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director. Holding Co., Subsidiary Co., Foreign Co. having branch in India. THE COMPANIES ACT, 2013

9. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 9 The Board's report under sub- section (3) of section 134 shall disclose the composition of the Corporate Social Responsibility Committee. THE COMPANIES ACT, 2013

10. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 10 The CSR Committee shall,— (a) formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII; (b) recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and (c) monitor the CSR Policy of the company from time to time. THE COMPANIES ACT, 2013

11. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 11 The Board shall,— after taking into account the recommendations made by the CSR Committee, approve the CSR Policy for the company and disclose contents of such Policy in its report and also place it on the company's website, in such manner as may be prescribed; THE COMPANIES ACT, 2013

12. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 12 The Board shall ensure that,— the activities as are included in CSR Policy of the company are undertaken by the company. 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 CSR Policy. THE COMPANIES ACT, 2013

13. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 13 Schedule VII CSR Activities THE COMPANIES ACT, 2013

14. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 14 (i) eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water; (ii) promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects. THE COMPANIES ACT, 2013

15. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 15 (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; THE COMPANIES ACT, 2013

16. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 16 (iv) ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintain quality of soil, air and water; THE COMPANIES ACT, 2013

17. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 17 (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; THE COMPANIES ACT, 2013

18. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 18 (vi) measures for the benefit of armed forces veterans, war widows and their dependents; (vii) training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports; THE COMPANIES ACT, 2013

19. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 19 (viii) contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio- economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women; THE COMPANIES ACT, 2013

20. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 20 (ix) contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government; (x) rural development projects THE COMPANIES ACT, 2013

21. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 21 Preference to the local area and areas around it where it operates, for spending the amount earmarked for CSR activities. If the company fails to spend such amount, the Board to mention the dame in its report made under clause (o) of sub-section (3) of section 134, specify the reasons for not spending the amount. THE COMPANIES ACT, 2013

22. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 22 IMPLEMENTATION OF CSR ACTIVITIES THE COMPANIES ACT, 2013

23. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 23 TRANSPARENT MONITORING MECHANISM CSR REPORTING ANNUAL REPORT IN THE BOARD’S REPORT THE COMPANIES ACT, 2013

24. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 24 WHEN CAN A COMPANY BE EXEMPTED FROM THE APPLICABILITY OF THE PROVISIONS OF S.135 THE COMPANIES ACT, 2013

25. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 25 The making of money, the accumulation of material power, is not all there is to living. Life is something more than these, and the man who misses this truth misses the greatest joy and satisfaction that can come into his life – service for others. EDWARD W. BOK THE COMPANIES ACT, 2013

26. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 26 Offences And Penalties THE COMPANIES ACT, 2013

27. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 27 Many fold Increase in Fine More sections have minimum Fine provision Fines range from Rs. 5000 to Rs. 25 crore and more THE COMPANIES ACT, 2013

28. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 28 Cognisance of Offences THE COMPANIES ACT, 2013

29. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 29 THE COMPANIES ACT, 2013 Section 439 Section 621 (Old)

30. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 30 Registrar Shareholder Person authorised by the Central Government SEBI THE COMPANIES ACT, 2013

31. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 31 Composition of offences THE COMPANIES ACT, 2013

32. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 32 Section 621A (Old) Section 441 (New- NE) Compounding of Offences THE COMPANIES ACT, 2013

33. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 33 THE COMPANIES ACT, 2013 Compoundable Offences

34. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 34 Three kinds of offences are permitted to be compounded under the Act THE COMPANIES ACT, 2013

35. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 35 Offences which are punishable with fine only THE COMPANIES ACT, 2013

36. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 36 Offences which are punishable with imprisonment or fine. THE COMPANIES ACT, 2013

37. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 37 Offences which are punishable with imprisonment or fine or both THE COMPANIES ACT, 2013

38. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 38 Non – Compoundable An offence punishable with imprisonment only or with imprisonment and fine is not compoundable THE COMPANIES ACT, 2013

39. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 39 CLB to compound offences without any limit THE COMPANIES ACT, 2013

40. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 40 Fine Below Rs. 50000 may be compound by Regional Director THE COMPANIES ACT, 2013

41. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 41 Similar offence committed within a period of three years not compoundable. THE COMPANIES ACT, 2013

42. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 42 Offences punishable with imprisonment or fine or both prosecution before the Magistrate THE COMPANIES ACT, 2013

43. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 43 THE COMPANIES ACT, 2013 Effect of compounding of an offence

44. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 44 THE COMPANIES ACT, 2013 no prosecution can be launched in relation to such an offence.

45. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 45 THE COMPANIES ACT, 2013 prosecution is pending shall be discharged by the court.

46. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 46 THE COMPANIES ACT, 2013 Where the offences which can be compounded only with the permission of the court, the composition thereof shall have the effect of acquittal of the accused

47. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 47 THE COMPANIES ACT, 2013 Period of Limitation

48. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 48 THE COMPANIES ACT, 2013 S.468 Code of Criminal Procedure Period of limitation

49. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 49 Six months if the offence is punishable with fine only THE COMPANIES ACT, 2013

50. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 50 THE COMPANIES ACT, 2013 One year if the offence is punishable with imprisonment for a term not exceeding one year

51. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 51 Three years if the offence is punishable with imprisonment for a term exceeding one year but not exceeding three years. THE COMPANIES ACT, 2013

52. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 52 S. 8 Fine not less than ten lakh rupees may extend to one crore rupees and Directors and every officer of the company who is in default punishable with imprisonment for a term which may extend to three years or with fine not less than twenty-five thousand rupees which may extend to twenty-five lakh rupees, or with both: THE COMPANIES ACT, 2013

53. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 53 S.74 - Deposits Fine not less than one crore rupees which may extend to ten crore rupees. Every officer of the company who is in default punishable with imprisonment which may extend to seven years or with fine which shall not be less than twenty-five lakh rupees but which may extend to two crore rupees, or with both. THE COMPANIES ACT, 2013

54. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 54 S. 41 Private Placement Contravention of this section: Company, its promoters and directors liable for a penalty which may extend to the amount involved in the offer or invitation or two crore rupees, whichever is higher, and the company shall also refund all monies to subscribers within a period of thirty days of the order imposing the penalty THE COMPANIES ACT, 2013

55. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 55 S. 46 Issue of Duplicate Shares Intent to defraud: punishable with fine which shall not be less than five times the face value of the shares involved in the issue of the duplicate certificate, which may extend to ten times the face value of such shares or rupees ten crores whichever is higher THE COMPANIES ACT, 2013

56. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 56 S. 195 Insider Trading Any contravention punishable with imprisonment for a term upto five years or with fine which shall not be less than five lakh rupees but which may extend to twenty-five crore rupees or three times the amount of profits made out of insider trading, whichever is higher, or with both. THE COMPANIES ACT, 2013

57. Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 2015 57 Presentation By: S.D. ISRANI Advocate & Senior Partner, SD ISRANI LAW CHAMBERS, 911, Tulsiani Chambers, Nariman Point, Mumbai – 400021. Ph: 22040117 /22810249 Email : sdi@isranilaw.com / sdisrani@gmail.comsdi@isranilaw.comsdisrani@gmail.com THE COMPANIES ACT, 2013