1. CS Deepak P Singh1 Corporate Social Responsibility A Step of Government in right director, which make first time in world mandatory for companies to set aside a part of their profit for social benefit.

2. CS Deepak P Singh2 Historical and Social Economic Context Religious Background Charity and Philanthropy Principal of Trusteeship Social Responsibility Environmental Concerns CSR and Beyond Business Responsibility a holistic approach

3. CS Deepak P Singh3 Government & Business Responsibility PM’s 10 point social charter 2007 MCA and CSR Voluntary Guidelines on CSR 2009 National Voluntary Guidelines on Social, Environmental and Economic Responsibility of Business, 2011 Planning Commission and Task Force on Business Regulations

4. CS Deepak P Singh4 Corporate India: Drivers of Economic Growth The Indian Economy has gained much from corporate world in all fields, in recent years they have become; Key Drivers of economic growth; Delivery mechanism for change Agent of innovation The Indian corporate world has reached in each corner of the world and all geographies adopted all languages, customs.

5. CS Deepak P Singh5 Purpose of Inclusion of CSR in the Companies bill, 2013 The CSR provision of the bill seek to create an enabling environment; They will allow corporate to harness and canalize their core competencies as well as develop effective business model. The CSR will allow business eternity to actively participate in nation development. They will through this policy better connect with business and communities;

6. CS Deepak P Singh6 Purpose continue------------ ------ They will facilitate deeper thought and longer term strategies for addressing some of our most persistent social, economic and environmental problems; They will assist in synergizing partnerships between Corporate, Governments, Civil Society, Organizations, Academic Institutions and Social Entrepreneurs.

7. CS Deepak P Singh7 Catalytic Role of the Bill The Bill also provides great flexibility to business and industry for strengthening and conducting their CSR initiatives; Intention of the Government and purpose of the bill is not to make a rigid structure which will constrain the creativity and imagination of the corporate; It will actually enhance their efforts, provide an even broader platform and re- energize their efforts.

8. CS Deepak P Singh8 Development-Centric Agenda for Indian CSR Our CSR agenda should be ours. What we in CSR should have a strong Indian orientation and we must use CSR initiatives to address our particular Social, Environmental and Economic Challenges; The business should also participate to handle challenges with government of India; The business sources should be utilized in various social, environmental and economic programmers to bring sustainable future for all in the country.

9. CS Deepak P Singh9 Provisions of Companies Bill relating to CSR Section 135(1) Every registered company with: Net worth Rs 500cr or more or Turnover Rs 1,000cr or more or Net profits 5cr or more or; during any financial year shall constitute a CSR committee of the Board consisting of three or more directors out of which at least one should be an independent director. Note: a private limited company having two directors and need not to appoint an independent director can form CSR committee with two directors only.

10. CS Deepak P Singh10 Provisions of Companies Bill relating to CSR 135(2) The Board’ Report us. 134(o)(3) of the Companies Act, 2013 shall disclose composition of CSR committee. 135(3) The CSR Committee shall, (a) Formulate and recommend the board a CSR Policy which shall indicate activities to be undertaken by 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 CSR policy of the company from time to time.

11. CS Deepak P Singh11 Provisions of Companies Bill relating to CSR The CSR committee shall, Formulate and recommend to the Board, a CSR Policy which shall indicate activities to be undertaken by the company as specified in Schedule VII; Recommend the amount of expenditure to be incurred on activities specified in (a); Monitor CSR policy of the company for time to time.

12. CS Deepak P Singh12 Section 135 contd.--- 135(4) The Board of every company referred to in 135(1) shall, After taking into account the recommendations made by CSR committee, approve the CSR Policy for the company and disclose the contents of such Policy for the company in its report and also place it on the company’s website if any in such manner as may be prescribed ; and Ensure that the activities as are included in the CSR policy of the company are undertaken by the company.

13. CS Deepak P Singh13 Section 135 contd.--- Section 135(5) The Board of every company referred in Section 135(1), shall ensure that the company spends, in every financial year, at least 2% of the average net profits of the company made during the three immediately preceding financial years, in pursuance of its CSR Policy; Provided that if company fails to spend such amount, the Board shall, in its report made under 134(3)(o), specify the reasons for not spending the amount.

14. CS Deepak P Singh14 As per Schedule VII, activities, as a Project Mode: Eradication of hunger and poverty Promotion of education Promotion of gender equality and women empowerment Reducing child mortality and improving maternal health; Combating human immunodeficiency virus, acquired immune deficiency syndrome, malaria and other dieses; Ensuring environment sustainability; Employment enhancing vocational skills; Social business projects; Contribution to Prime minister’s national Relief Fund or any other fund set up by Central Government and State Government for welfare of Schedule castes, the Schedule tribes, other backward classes, minorities and women; and Such other matters as may be prescribed.

15. CS Deepak P Singh15 Disclosure in Board Report Section 134(3)(o) There shall attached a statement laid before a company in General meeting, a report by its Board of Directors, which shall include; (o) The details about policy developed and implemented by the company on CSR and initiatives taken during the year.

16. CS Deepak P Singh16 Section 134(8)------ If a company contravenes and provisions of this section 134(3)(o) of the Companies Act, 2013 the company shall be punishable with fine which shall not be less than Rs. 50000 but which may extend to Rs 2500000 and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to three years or fine which shall not be less than Rs. 50000 but which may extend to Rs. 500000, or with both.

17. CS Deepak P Singh17 Thought Process under Companies Bills, 2013 Companies should not engaged itself only in using resources of the country for making its profit. They should be a Corporate Responsible citizen and contribute in social good. They have to take care of Social, Environmental and Economic development of communities. After implementation of CSR in their policies they can actively contribute in development of society.

18. CS Deepak P Singh18 Companies (Corporate Social Responsibility Policy) Rules, 2014. They shall come into force on the 1st day of April, 2014. 2. Definitions.- (1) In these rules, unless the context otherwise requires, - (a) “Act” means the Companies Act, 2013; (b) “Annexure” means the Annexure appended to these rules; (c) “Corporate Social Responsibility (CSR)” means and includes but is not limited to :- (i) Projects or programs relating to activities specified in Schedule VII to the Act; or (ii) Projects or programs relating to activities undertaken by the board of directors of a company (Board) in pursuance of recommendations of the CSR Committee of the Board as per declared CSR Policy of the company subject to the condition that such policy will cover subjects enumerated in Schedule VII of the Act. (d) “CSR Committee” means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Act. (e) “CSR Policy” relates to the activities to be undertaken by the company as specified in Schedule VII to the Act and the expenditure thereon, excluding activities undertaken in pursuance of normal course of business of a company;

19. CS Deepak P Singh19 Companies (Corporate Social Responsibility Policy) Rules, 2014. (f) “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 :- (i). any profit arising from any overseas branch or branches of the company, whether operated as.a separate company or otherwise; and (ii) any dividend received from other companies in India, which. Are covered under and complying with the provisions of section135 of the Act: Provided that net profit in respect of a financial year for which the relevant financial -statements were prepared in accordance with the provisions of the Companies Act, 1956 (1 to 1956) shall not be required to bere-calculated in accordance with the provisions of the Act: Provided further that in case of a foreign company covered under these rules, net profit means the net profit of such company as per profit and loss account prepared in terms of clause (a) of sub-section (1) of section 381 read with section 198 of the Act. (2) Words and expressions used and not defined in these rules but defined in the Act shall have the same meanings respectively assigned to them in the Act.

20. CS Deepak P Singh20 Companies (Corporate Social Responsibility Policy) Rules, 2014. Corporate Social Responsibility. - (1) Every company including its holding or subsidiary, and a foreign company defined under clause (42) of section 2 of the Act having its branch office or project office in India, which fulfills the criteria specified in sub-section (I) of section 135 of the Act shall comply with the provisions of section 135 of the Act and these rules: Provided that net worth, turnover or net profit. of a foreign company of the Act shell be computed in accordance with balance sheet and. Profit and loss account of such company prepared in accordance.with the provisions of clause (a) of sub-section (1) of section 381 and section 198 of the Act (2) Every company which ceases to be a company covered under subsection (1) of section 135 of the Act for three consecutive financial years shall not be required to - (a) constitute a CSR Committee; and (b) comply with the provisions contained in sub-section (2) to (5) of the said section, till such time it meets the criteria specified in sub-section (1) of section 135.

21. CS Deepak P Singh21 Companies (Corporate Social Responsibility Policy) Rules, 2014. CSR Activities.- (1) 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 in pursuance of its normal course of business. (2) The Board of a company may decide to undertake its CSR activities approved by the CSR Committee, through a registered trust or a registered society or a company established by the company or its holding or subsidiary or associate company under section 8 of the Act or otherwise: Provided that- (i) if such trust, society or company is not established by the company or its holding or subsidiary or associate company, it shall have an established track record of three years in undertaking similar programs or projects; (ii) the company has specified the project or programs to be undertaken through these entities, the modalities of utilization of funds on such projects and programs and the monitoring and reporting mechanism. (3) A company may also collaborate with other companies for undertaking projects or programs 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 programs in accordance with these rules. (4) Subject to provisions of sub-section (5) of section 135 of the Act, the CSR projects or programs or activities undertaken in India only shall amount to CSR Expenditure. (5) The CSR projects or programs or activities that benefit only the employees of the company and their families shall not be considered as CSR activities in accordance with section 135 of the Act. (6) Companies may build CSR capacities of their own personnel as well as those of their Implementing agencies through Institutions with established track records of at least three financial years but such expenditure shall not exceed five percent of total CSR expenditure of the company in one financial year. (7) Contribution of any amount directly or indirectly to any political party under section 182 of the Act, shall not be considered as CSR activity.

22. CS Deepak P Singh22 Companies (Corporate Social Responsibility Policy) Rules, 2014. CSR Committees.- (1) The companies mentioned in the rule 3 shall constitute CSR Committee as under.- (i) an unlisted public company or a private company covered under subsection (1) of section 135 which is not required to appoint an independent director pursuant to sub-section (4) of section 149 of the Act, shall have its CSR Committee without such director ; (ii) a private company having only two directors on its Board shall constitute its CSR Committee with two such directors; (iii) with respect to a foreign company covered under these rules, the CSR Committee shall comprise of at least two persons of which one person shall be as specified under clause (d) of sub-section (1) of section 380 of the Act and another person shall be nominated by the foreign company. (2) The CSR Committee shall institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the company.

23. CS Deepak P Singh23 Companies (Corporate Social Responsibility Policy) Rules, 2014. CSR Policy.- (1) The CSR Policy of the company shall, inter-alia, include the following namely :- (a) a list of CSR projects or programs which a company plans to undertake falling within the purview of the Schedule VII of the Act, specifying modalities of execution of such project or programs and implementation schedules for the same; and (b) monitoring process of such projects or programs: Provided that the CSR activities does not include the activities undertaken in pursuance of normal course of business of a company. Provided further that the Board of Directors shall ensure that activities included by a company in its Corporate Social Responsibility Policy are related to the activities included in Schedule VII of the Act. (2) The CSR Policy of the company shall specify that the surplus arising out of the CSR projects or programs or activities shall not form part of the business profit of a company.

24. CS Deepak P Singh24 Companies (Corporate Social Responsibility Policy) Rules, 2014. CSR Expenditure.- CSR expenditure shall include all expenditure including contribution to corpus, or on projects or programs relating to CSR activities approved by the Board on the recommendation of its CSR Committee, but does not include any expenditure on an item not in conformity or not in line with activities which fall within the purview of Schedule VII of the Act

25. CS Deepak P Singh25 Companies (Corporate Social Responsibility Policy) Rules, 2014. CSR Reporting.- (1) The Board’s Report of a company covered under these rules pertaining to a financial year commencing on or after the 1st day of April, 2014 shall include an annual report on CSR containing particulars specified in Annexure. (2) In case of a foreign company, the balance sheet filed under sub-clause (b) of sub-section (1) of section 381 shall contain an Annexure regarding report on CSR.

26. CS Deepak P Singh26 Companies (Corporate Social Responsibility Policy) Rules, 2014. Display of CSR activities on its website. - The Board of Directors of the company shall, after taking into account the recommendations of CSR Committee, approve the CSR Policy for the company and disclose contents of such policy in its report and the same shall be displayed on the company’s website, if any, as per the particulars specified in the Annexure.

27. CS Deepak P Singh27 Companies (Corporate Social Responsibility Policy) Rules, 2014. FORMAT FOR THE ANNUAL REPORT ON CSR ACTVITIES TO BE INCLUDED IN THE BOARD’S REPORT 1. A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects Or programs. 2. The Composition of the CSR Committee. 3. Average net profit of the company for last three financial years 4. Prescribed CSR Expenditure (two per cent. Of the amount as in item 3 above) 5. Details of CSR spent during the financial year. (a) Total amount to be spent for the financial year; (b) Amount unspent, if any; (c) Manner in which the amount spent during the financial year is as prescribed.

28. CS Deepak P Singh28 Companies (Corporate Social Responsibility Policy) Rules, 2014. In case the company has failed to spend the two per cent, of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

29. CS Deepak P Singh29 The Government has taken social beneficial steps in the Companies Act, 2013 by introducing Section 135 related to Corporate Social Responsibility, the Corporate or business world in India will also actively participate in nation building. Through Corporate Social Responsibility business should develop Social, Environmental and Economic aspects of the society. The CSR policy developed by the Corporate will develop the area or community in which it works. Through CSR the corporate world use its resources for sustainable development of society and make a better world for living. THANK YOU