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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 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

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

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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 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

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

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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 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

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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, (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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, (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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, (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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, (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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, (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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, (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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, (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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 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

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

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

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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 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

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

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

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

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

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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, 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

Tuesday, November 03, 2015Tuesday, November 03, 2015Tuesday, November 03, Presentation By: S.D. ISRANI Advocate & Senior Partner, SD ISRANI LAW CHAMBERS, 911, Tulsiani Chambers, Nariman Point, Mumbai – Ph: / / THE COMPANIES ACT, 2013