CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility (CSR)

Applicability- Applicable for companies:

1.            having net worth of Rs. 500 Cr. or more or

2.            having turnover of Rs. 1000 Cr. or more or

3.            having net profit of Rs. 5 Cr. or more during any financial year

Composition- CSR committee shall consist of at least 3 directors, out of which at least 1 director shall be an independent director but an unlisted public company and a private company is not required to have an independent director and shall constitute the committee without having such director.

Functions-

1.            To recommend the policy for CSR to the Board indicating the activities to be undertaken by     the company as specified in Schedule VII.

2.            To recommend the amount of expenditure to be incurred on the Corporate Social Activities.

3.            To monitor the CSR policy of the Company from time to time.

4.            The company shall give preference to local areas where it operates, for spending amount   earmarked for CSR (CSR) activities.

The Board has to ensure that the company spends, in every financial year, at least 2% of average net profits of the company made during 3 immediately preceding financial years, in pursuance of its Corporate Social Responsibility policy and in case of failure to do so, necessary reason for not spending the amount, shall be disclosed in the Director’s Report.

Where the company fails to spend such amount, the Board shall in its report specify the reasons for not spending the amount. The approach is to ‘comply or explain’.

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Prospectus

The Companies Act, 2013 (Act) clearly provides the manner in which securities can be issued by both public and private company. There is a specified mode by way of which a public company can issue securities. Under the act certain addition disclosures may be made by the company in the prospectus. Under the Act, a company which has varied the terms of contract referred to in prospectus or objects shall not deal in the equity of other listed company. The dissenting shareholder of a company who have not agreed to the proposal to vary the terms of contracts objects referred to in the proposal, shall be given an exit offer by promoters or controlling shareholders. Under the new Act, certain members of a company who intend to offer whole or part of their holding to public, they can do so in the manner prescribed, in consultation with the board of directors.

A company which makes a public offer shall do it in dematerialised form in accordance with the depositories Act, 1996. The scope of the section relating to issue of application forms for securities has been widened.  As per the new Act, companies may now issue global depository receipt by passing special resolution and subject to such conditions as may be prescribed. The Act makes provision relation to private placement of all the securities and not only shares. The Act also define private placement.

The advertisement of a prospectus shall include the contents of its memorandum. The memorandum as stated in the advertisement referred to above shall include the objects, liability of members and the amount of shares capital of the company. Under the new Act, there shall be civil as well as criminal liability for misstatements in prospectus covering all types of securities. There is a separate provision under the new Act in forms of a creation of Investor Education and protection fund in which gains received from disgorgement shall be deposited. There are separate provisions with regard to private placement of all kinds of securities. Under the new Act, a private placement of securities shall become a public offer in certain cases the provisions of the securities Contracts (Regulation) Act, 1956 and the Securities and Exchange Board of India Act, 1992 have to be complied with. The amount received by way of private placement shall be kept in a separate bank account.

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Introduction and Overview of Company

The Indian Companies Act is inspired from the English Company law and it has been amended from time to time to bring about changes in the structure and framework of company law.  In India companies are governed and regulated by the Companies Act, 1956 and the Companies Act, 2013. 

The word Company is derived from the Latin word (Com meaning “with or together”; panis meaning bread), and was basically referred to as association of persons. With the passage of time the word gained more importance as it denotes joint stock enterprises where capital is contributed by a number of persons entitled to contribute as per its memorandum of association and its articles of association.     

A company is a body corporate and a legal entity having status and personality distinct and separate from that of the members consisting it.  It is called a body corporate as the persons composing it are made into one body by incorporating it as per the companies act and thus making it a legal person.  Similarly the word corporation is derived from the Latin term “corpus” meaning ‘body’.  Hence “corporation” or “body corporate” is a legal person created by special process of law.  It is for this reason sometimes called artificial legal person. As a legal person, a corporation is capable of enjoying may rights and liabilities of a natural person.  The incorporated company / body corporate owes its existence either from specific company legislation or special acts of parliament.  For example in India the new Companies Act, 2013 or the special act of parliament like the Life Insurance Corporation of India Act.

Read More : http://www.nclt.in/act.php  

Corporate social responsibility(CSR) - NCLT

New Corporate Laws Treatise ("NCLT") provides information related to legal and corporate laws and acts in India. The NCLT aims to provide complete information about Indian corporate laws like Companies Act 2013, Companies Act, 1956 and other corporate laws and forms, circulars, notification, rules, orders, guidelines, etc.

NCLT also provides complete information related to CSR related taxation , CSR Reports and CSR policy .


Strictly speaking,Corporate social responsibility(CSR)  is a business approach that contributes to sustainable development by delivering economic, social and environmental benefits for all stakeholders

Fig : New Corporate Laws Treatise

The CSR is a structure of business which sustains social needs, business opportunities. NCLT  includes  information about CSR in accordance to the provisions of the Companies Act 2013 and 1956

NCLT provides information about CSR and related policies and provisions.

NCLT Provide Legal Information

The New Corporate Laws Treatise (NCLT) provide all information related Companies Act 2013 and Companies ACT 1956. The NCLT includes complete contents on companies and corporate laws and acts. The NCLT provides analysis of legal provisions helpful to company secretaries, chartered accountants, corporate professionals, lawyers, students and academicians.  NCLT provides information on National Company Law Tribunal and National Company Law Appellate Tribunal

(NCLT) provides information regarding  provisions  related to OPC(One Person Company) and  compliance related to issuance and redemption of debenture,  and compliance related to issuance of different kind of securities. NCLT also thoroughly explains provisions of balance sheet and statement of profit loss account of a company. NCLT also  provides information about powers and orders passed by the erstwhile  CLB(Company Law Board) and all the factors which define Holding Subsidiary relationship, information  about auditors, remuneration and their powers, compliance related to issue of shares,  incorporate a private or a public Company.

Further, NCLT defines criteria related to small companies , defunct companies  and the powers of the Regional Director,Ministry of Corporate Affairs(RD). The forms required to be filed with the  RD and their orders are available on NCLT.

New Corporate Laws Treatise

New Corporate Laws Treatise  (NCLT) provide information related to company law act , Dividend , DIN(Director Identification Number) , Debenture , Securities , Company Law Board and Share Certificate etc.



New Corporate Laws Treatise (NCLT) offer knowledge and insights that if you need to pay dividends to shareholders or need to transfer the unclaimed dividends to IEPF then Know all about Dividends at www.nclt.in after log on.

Director Identification Number or DIN is mandatory for every person who wants to be appointed as a Director in any Company. Know your DIN compliance on NCLT.

New Corporate Laws Treatise use features : -
1. For understanding the provision related to OPC log on to NCLT.
2. For compliance related to issuance and redemption of debenture log on to NCLT.
3. For compliance related to issuance of different kind of securities log on to NCLT.
4. Want to know powers and orders passed by the CLB just log on to NCLT.
5. All the factors which define Holding Subsi relationship are available on NCLT.
6. For provisions related to Share Certificate number, common seal on share certificate log on to NCLT.
7. Appointment of auditors, remuneration and their powers are available on NCLT.

NCLT Services

The NCLT provides complete information related to legal sectors like companies laws and acts , corporate  , Ministry of Corporate Affairs (MCA) and more. The NCLT (New Company Law Tribunal) have include information about  Small Company , Defunct Company , Regional Director , Auditor Report , Profit & Loss Account , Women Director , Sick Company , Certificate of Incorporation , Officer in Default , Private Placement , Preferential Allotment , Forms under the Companies Act , Amalgamating Company , Loans and Investments and more information which is related to companies and corporate field.

If you know How to issue ADR/GDR than just log on to nclt.in and Secretarial Audit is applicable on listed companies for more information available at NCLT.
The NCLT provide knowledge that how to appoint KMP (Key Managerial Person) and What are the remuneration limits for directors are available on NCLT.

Most features of NCLT : -

1. Powers of RD, forms required to be filed with RD and RD orders are available on NCLT.
2 .How to prepare auditor report log on to NCLT.
3 .How to prepare P & L A/C log on to Schedule Section on NCLT.
4 .Which companies are required to appoint women director log on to NCLT.
5 .Criteria related to sick companies are available on NCLT.
6 .How to obtain Certificate of Incorporation log on to NCLT.

Director Identification Number

All the provisions of the new Companies act 2013 are available on NCLT. And The NCLT have many information related to companies laws , acts , forms , rules , circulars and notification.

The NCLT provide complete knowledge abut Director Identification Number or DIN is mandatory for every individual who wants to be appointed as the Director in any Company. Know your DIN compliance on NCLT.

If you want to know which forms are required to be filed with ROC just log on to Forms Section on NCLT. All user can download different types forms of MCA and companies related.

For compliance related to issuance of different kind of securities log on to NCLT. Want to know powers and orders passed by the CLB just log on to NCLT.

Visit for all schedules : http://www.nclt.in/schedules.php

Ministry of Corporate Affairs and Corporate Governance

The new acts had several short-comings and pitfalls and the Ministry of Corporate Affairs in consultation with the Registrar of Companies and Corporate sector as well as inputs from industry experts, from time to time issued several circulars, clarifications and orders to remove ambiguities and difficulty in implementation of the Companies Act, 2013 and sought to bring it in line with the industry requirements.  By and large the new corporate Act has brought in transparency and governance, introduced disclosures and shareholders approval in fund-raising, made stringent provisions for corporate deposits and increased social responsibility for corporate, streamlined corporate governance measures (introduction of independent directors requirement) in line with listed companies and introduced stringent penalty provisions for default and non compliance by the corporate sector. 

The Government seems keen to fast track the implementation of whole of the provisions of the Companies Act 2013 and bring-in the desired exemptions wherever needed to overhaul the growth of corporate sector and foster the right climate for Start-ups and entrepreneurship.  Overall though a bit over regulated the new Companies Act, 2013 is a step in the right direction. 

Knowledge about Companies Act 2013 and Balance Sheet

The Balance Sheet and Profit & Loss account of companies mandated several disclosure requirements under the Companies Act, 2013 and the manner of providing depreciation on assets changed from straight line and WDV basis to concept of useful life of assets and residual value for class of assets, moving towards the convergence to International Financial Reporting Standards or IFRS.  Consolidation of accounts of holding company with its subsidiary and associate companies, presentation of cash flow statement and compliance with accounting standards made robust.  Aside this there was change in rates of depreciation of various class of assets linked to its useful life. 

Provisions for setting up of the National Company Law Tribunal to look after specified corporate matters, approvals, compounding, reliefs which were hitherto dealt with by the Board for Industrial and Financial Reconstruction (BIFR), Company Law Board, Hon’ble High Courts were specified with provisions for appeal against orders passed by NCLT with the National Company Law Appellate Tribunal (NCLAT) and further appeal to Hon’ble Supreme Court.   Steps are on for making NCLT and NCLAT operational after the landmark Hon’ble Supreme Court judgment lead by Hon’ble Mr. Justice A.K. Sikri. Other authorities under the Companies Act include the Regional Directors, the Registrar of Companies, Special Courts, NFRA, Adjudicating Officer, Mediation and Conciliation Panel, SFIO etc.

There was major advancement towards protection of rights of shareholders and stakeholders, provisions related to oppression and mismanagement under company law  was revamped with enhanced rights of shareholders to initiate proceedings for oppression and mismanagement of the affairs of the Companies before the National Company Law Tribunal (currently before the Company Law Board) even by fewer members who even not qualify the requisite 100 members mark or 10% of the paid-up share capital requirement. Taking a clue from the Satyam case where large number of shareholders lost heavily, Class Action Suit provision has been introduced which allows the shareholder and deposit holders to bring in class action suits representing the entire class of shareholders or deposit holders.  Concept of fair valuation has been introduced for most matters under the Companies Act i.e. fund raising, providing exit to shareholders, 

Fraud related provision has also been introduced with hefty fines and imprisonment ranging from 6 months to 10 years.  Monetary penalties has increased several fold in most cases of non compliance or default with more offences under the Companies Act 2013 becoming non compoundable or compoundable with the permission of Court. 

Companies Act 2013 and CSR - NCLT

In India corporate sector is regulated by the Companies Act, 1956 and the Companies Act 2013.  Recently, some of the sections of the Companies Act, 1956 has been substituted by the corresponding sections of the Companies Act, 2013 which come into operation in parts since September 2013 onward.  The new Companies Act is divided into 470 section and 7 Schedules, aside this, the new company law remained a vastly delegated legislation with majority of the provisions to be ensured by way of Company Rules to be notified by way of Notifications by the Ministry of Corporate Affairs.

The Companies Act, 2013 introduced sweeping changes in the management and governance of the various types of companies sought to be regulated under the Companies Act, 2013.  The new Companies Act for the first time introduced the concept of ‘One Person Company’ to provide flexibility to individuals/ proprietary concerns to set up their business with limited liability and benefit of corporate structure. It changed the criteria for public and private limited companies, for example now under the Companies Act, 2013 private limited companies can have maximum of 200 shareholders while under the erstwhile provisions of the Companies Act, 1956 the limit was set at 50 members. Other concepts included small company and dormant company.

The Companies Act, 2013 introduced the concept of Corporate Social Responsibility (CSR).  CSR provisions were made applicable to all companies having
net profit of Rs 50 million or net worth of Rs 5,000 million or turnover of 10,000 million criteria and these companies were asked to contribute at least 2% of their average net profits of the three immediately preceding financial years (computed in specified manner) towards CSR activities. However in the initial phase the companies have been given liberty to disclose the reasons for their failure to spend on CSR activities in their Board Report.  The new Companies Act also mandated requirement of resident directors for all companies and women directors in specified companies based on turnover and paid-up capital requirement.  

Provisions related to rotation of Statutory Auditors went sweeping change, as it specified provisions for appointment of Auditors for a term of 5 years but with the provision for annual ratification of Auditors’ appointment by the shareholders at the annual general meeting.  The maximum period for which the auditors/ auditing firm can be an auditor for the Company was limited to 2 consecutive terms of 5 years each.  

Companies Act 1956 and Issues

Available complete content related to  Companies Act 2013 , Companies Act 1956 and company law and corporate laws and forms , notification , rules , circulars  and many reports related to companies at NCLT.

The NCLT offer information of Appointment of auditors, remuneration and their powers and related party transactions in which directors are interested than  log on to NCLT. 

If you know  right issue of securities and compliance related to issue of shares than log on at NCLT. The NCLT provide information of other issues likes Public Issue , Rights Issue , Bonus Issue , Issue of Shares etc.

The NCLT offers many importance information on acceptance of deposit rules and company law notes , cost accountants , cost audit and more.

The NCLT  have include all information of  latest Companies Act 2013 notifications, circulars and orders issued by MCA.

Companies Acts 2013 and Registrar of Companies

New Corporate Laws Treatise ("NCLT") provides information related to legal and corporate laws and acts in India. The NCLT aims to provide complete information about Indian corporate laws  like Companies Act 2013, Companies Act, 1956 and other corporate laws and forms, circulars, notification, rules, orders, guidelines, etc.

Get most information related to Corporate Governance and Registrar of Companies , Dividend , DIN and more after log on to NCLT.

For compliance related to issuance and redemption of debenture and securities, erstwhile Company Law Board orders, Holding Company, related party transactions, visit www.nclt.in

For provisions related to  issue of share certificate, share Certificate number, common seal on share certificate, Public Issue , Rights Issue, Bonus Issue log on to NCLT.

The NCLT(New Corporate Laws Treatise) provide information related to Small Company, Defunct Company, Regional Director, Auditor Report, Profit & Loss Account, Certificate of Incorporation and more.

Companies act 2013 - NCLT

New Corporate Laws Treatise ("NCLT") provides information related to legal and corporate laws and acts in India. The NCLT aims to provide complete information about Indian corporate laws  like Companies Act 2013, Companies Act, 1956 and other corporate laws and forms, circulars, notification, rules, orders, guidelines, etc.

 NCLT  provides  information related to  Directors Liability,Holding Company , Share Certificate , Related Party Transactions , Registrar of  Companies (ROC) , Related Party Transactions and Director Identification Number or DIN.You can even know your DIN on NCLT.

NCLT provides books and information related to corporate professionals , company secretaries , lawyers , chartered accountants, students and academicians.

Companies Act 2013

New Corporate Laws Treatise ("NCLT") provides information related to legal and corporate laws and acts in India. The NCLT.in aims to provide complete information about Indian corporate laws  like Companies Act 2013, Companies Act, 1956 and other corporate laws and forms, circulars, notification, rules, orders, guidelines, etc.

NCLT allows the user to view, bookmark and download  latest forms, notifications, rules, circulars, orders, guidelines, standards from Ministry of Corporate Affairs (MCA) and other corporate law related news and updates.

 NCLT provide important notes related to Director Identification Number (DIN), Debenture, Securities, Company Law Board, Holding Company, Share Certificate, Public Issue, Rights Issue, Bonus Issue, Issue of Shares, Public Company, Subsidiary Company, Winding Up, National Company Law Tribunal and more.

 NCLT provides vast amount of   information  related to companies including- Corporate Governance, Registrar of  Companies(ROC), Regional Director, Auditor Report, Profit & Loss Account, Women Directors, Sick Company, Certificate of Incorporation, Officer in Default, Private Placement, Preferential Allotment etc .It also provides various  Forms under the Companies Act.  

 NCLT also provides a  comprehensive title list  of different  books  relating to legal jurisprudence including commentaries and bare acts.Books on Accounts and Taxation are also available along with a vast collection of competition exam workbooks and texts.

New Corporate Laws Treatise

New Corporate Laws Treatise ("NCLT") provides information related to legal and corporate laws and acts in India. The NCLT aims to provide complete information about Indian corporate laws  like Companies Act 2013, Companies Act, 1956 and other corporate laws and forms, circulars, notification, rules, orders, guidelines, etc.

The NCLT offers data after log on to the website and provides reference knowledge materials and academic contents for professionals like chartered accountants, company secretaries, cost accountants, lawyers, students and academicians on Indian corporate laws.  It provide latest news and events coverage of regulatory updates and key news items related to corporate India. 

If you want to know which forms are required to be filed with Registrar of Companies (ROC)  just log on to Forms section on NCLT and you can download the latest form with help section.  

The website NCLT contains information related to CARO (Companies Auditor Report Order), applicability of CARO and business registration, cost audit report and other formats.

The NCLT is a corporate law and information providing website so NCLT intends to include all information related to companies and corporate acts, rules, notifications, circulars, orders and MCA information.

Note: NCLT is designed to help its subscribers and viewers with the latest knowledge about corporate laws.  Contents on NCLT is for general knowledge and information purposes only. Though every effort has been made to check the accuracy of the contents of NCLT, no representation or warranty is assumed or implied by NCLT or its owners and affiliates that the information provided is free from all errors or omissions.  We assume NO liability (actual or contingent) to any persons whatsoever for their acts or omissions for relying solely on the contents of website www.NCLT.in.