© ScCOntne Web Eaton, © 2029 BC Publishing Prt Lis SCC erence thera rh 2 2023 Pred For Md Zats Hast, Jai ia sania TOSIMITF S00 One eo tor npn accotra.com net worth- 5,000 cr+ tumover- 1,000 cr + net profit- Sor+ (© 2023 EBC Publishing Pvt Lid, Lucknow. policies, the safeguarding of its assets, the prevention and Getection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information; (A) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively {6) The Board's report and ahy annexures thereto under sub-section (3) shall be signed by its chairperson of the company if he is authorised by the Board and where he is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director (7) A signed copy of every financial statement, including consolidated financial statement, if any, shall be issued, circulated or published along with a copy each of — (8) any notes annexed to or forming part of such financial statement; (b) the auditor's report; and (©) the Board's report referred to in sub-section (3) 221[(8) If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three. lakh rupees and every officer of the company who is in default shall be liable to.a penalty of ity thousand rupees. ] Corresponding Law : $s. 215, 216, 217 of Act 1 of 1956. “Section 134 enforced wae.f. 1-4-2014, vide Noti. No. 5.0. 902 (E), dt. 26-3-2014." 135. Corporate Social Responsibility.—(1) Every company having net thousand crore or more or a net profit of rupees five crore or more during +24[the immediately preceding financial year] shall constitute!a) Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director: “i[Provided that where @ company is not required to appoint an independent director under sub-section (4) of Section 149, it shall have in its Corporate Social Responsibility Committee two or more directors. ] (2) The Board's report under sub-section (3) of Section 134 shall disclose “the composition of the Corporate Social Responsibility Committee, (3) The Corporate Social Responsibility Committee shall,— (@) formulate and recommend to the Board, a Corporate Social, Responsibility Policy which shall indicate the activities to be undertaken by the company 1[in/areas oF subject, specified In‘SCC Online Web Eaton, € 2023 EBC Publishing Put. Lis Page 151 Thurscay, March 23, 2023 Printed For. Md Zaid Hashmat, Jamia Mila Islamia ‘SCC Online Web Eetion: htp:hwww-scconlire.com (© 2023 EBC Publishing Pvt Lid, Lucknow. Schedule VIN; (®) recommend the amount of expenditure to be Incurred on the activities referred to in clause (a); and (©) monitor the Corporate Social Responsibility Policy of the company from time to time. (4) The Board of every company referred to in sub-section (1) shall, (@) after taking into account the recommendations made by the Corporate Social Responsibility Committee, approve the! Corporate Social Responsibility Policy for the company and disclose contents of such Policy in its report and also place it on the company's website, if any, in such manner as may be prescribed; and (b) BMSUFE that the activities as are included in Corporate Social Responsibility Policy of the company arelundertaken’ by the) company. (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, “(or where the company has not completed the period of three financial years. since. Its incorporation, during such immediately preceding financial years,] in pursuance of its Corporate Social Responsibility Policy: Provided that the company shall give preference to the local area and areas around it where it operates, for spending the amount earmarked for Corporate Social Responsibility activities: Provided further that ifithe company failsto'spend such 'amountjithe! Boardishalll, in its report made under clause (0) of sub-section (3) of Section 134, specify the reasons for not spending the amount 1#{and, Unless the unspent amount relates to any ongoing project referred to in sub-section (6), transfer such unspent amount to a Fund specified in. Schedule VII, within a period of six months of the expiry of the financial year). [Provided also that jfile company'spends iain/amount in/excess!of| the requirements provided under this sub-section, such company may. set off such excess amount against the requirement to spend under this. sub-section for such number of succeeding financial years and in such manner, as may be prescribed] 24[(6) Any amount remaining unspent under sub-section (5), Pursuant to any ongoing project, fulfilling such conditions as may be prescribed, undertaken by a company In persuance of its Corporate Social Responsibility Policy, shalllbe transferred bythe! company within) a period of thirty days from the end of the financial year to a specialSCC Online Web Edtion, © 2023 EBC Publishing Put. Lis Page 152 Thurscay, March 23, 2023 Printed For. Md Zaid Hashmat, Jamia Mila Islamia ‘SCC Online Web Eettion:htAwww-sccontine.com (© 2023 EBC Publishing Pvt Lid, Lucknow. Responsibility Account, and such amount shall be spent by the company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer, failing which, the company shall transfer the same to a Fund specified in Schedule VIT, within a period of thirty days from the date of completion of the third financial year. 20[(7) If a company is in default in complying with the provisions of sub-section (5) or sub-section (6), the company shall be liable to a penalty of twice the amount required to be transferred by the company to the Fund specified in Schedule VII or the Unspent Corporate Social Responsibility Account, as the case may be, or one crore rupees, whichever is less, and every officer of the company who is in default shall be liable to a penalty of one-tenth of the amount required to be transferred by the company to such Fund specified in Schedule VII, or the Unspent Corporate Social Responsibility Account, as the case may be, or two lakh rupees, whichever is less.] (8) The Central Government may give such general or special directions to a company or class of companies as it considers necessary to ensure compliance of provisions of this section and such company or class of companies shall comply with such directions.] 22[Explanation.—For the purposes of this section “net profit” shall not include such sums as may be prescribed, and shall be calculated in accordance with the provisions of Section 198.] “Section 135 enforced w-e.f. 1-4-2014, vide Noti. No. S.0. 582 (E), dt. 28-2-2014.” 136. Right of member to copies of audited financial statement.—(1) 20[* = *] A copy of the financial statements, including consolidated financial statements, if any, auditor's report and every other document required by law to be annexed or attached to the financial statements, which are to be laid before a company in its general meeting, shall be sent to every member of the company, to every trustee for the debenture-holder of any debentures issued by the company, and to all persons other than such member or trustee, being the person so entitled, not less than twenty-one days before the date of the meeting: 23[Provided that if the copies of the documents are sent less than twenty-one days before the date of the meeting, they shall,SCC Online Web Edtion, © 2023 EBC Publishing Put. Lis Page 205 Thursday, March 23, 2023 Printed For. Md Zaid Hashmat, Jamia Mila Islamia ‘SCC Online Web Eetion:htpAwww-sccontine.com (© 2023 EBC Publishing Pvt Lid, Lucknow. (2) basic oF callular, including radio paging (©) domestic satelite service (i., setelte owned and operated by an Indian company for providing telecommunication service); (©) network of trunking, broadband network and internet services (5) industrial, commercial and social development and maintenance, including the following, namely— (a) teal estate development, Induding an industrial park or spacial asanomle zara} (©) tourism, including hotels, convention centres and entertainment centres; ©) public markets and bulldings, trade fair, convention, exhibition, cultural centres, sports and recreation infrastructure, pubhe gardens an parks; (a) construction of educational institutions and hospitals; (@) other urban development, including solld waste management systems, sanitation and sewerage eysters (6) Power, including the fllowing— (@) gereration ef power through thermal, hydro, nuclear, fossil fuel, wind and other renewable () transmission, distribution or trading of power by laying a network of mew transmission or distribution ines (7) petroleum and natural gas, including the following — (exploration and production; (@) import terminals; (6) liquefaction and regasitstion; (a) storage terminals; (e) transmission networks and distribution networks including city gas infrastructure (8) Housing, including the following — (@) urban and rural housing including public/mass housing, slum rehabilitation, et; (©) other allied activities such as drainage, lighting, laying of roads, sanitation and facilites (9) other miscellaneous facities/services, including the following (a) mining and related activities; (©) technology related infrastructure; (©) manufacturing of components and materials or any other utities or feclities required by the infrestracture sector ike eneray saving devices and metering devices; (a) environment related infrastructure; (c) disaster management services; (f preservation of monuments and icons (o) emergency services (including mecisl, police, fre and rescue) (10) such other focity service as may be prescribed “schedule VI enforced wie. 1-4-2014, vide Noti. No. 5.0. 902(6), dt. 26-3-2014 SCHEDULE Vir (See Sections 135) [Activities which may be included by companies in their Corporate Social Responsibility Policies Activites relating to #2{() eradleatingy hunger? poverty andimslnutrtion, [promoting healthcare Inclucing preventive health-care] ond sentation [including contribution to the Swach Bharat Kesh set-up by the Central Government forthe promotion of sanitation] and making available safe drinking water; (i) promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelinood enhancement projects; (i) promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups: (iv) ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soll, air and waterSCC Online Web Edtion, © 2023 EBC Publishing Put. Lis Page 208 Thursday, March 23, 2023 Printed For. Md Zaid Hashmat, Jamia Mila Islamia ‘SCC Ontine Web Eetion: htpiwww-sccontine.com (© 2023 EBC Publishing Pvt Lid, Lucknow. s2[including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Gage]; (W) 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 anc development of traditional arts and handicrafts; (vl) measures for the benefit of armed forces veterans, war widows and their dependents #2{Central Armed Police Forces (CAPF) ané Central Para Miltary Forces (CPMF) veterans, and thelr dependents including widows]; (ui) training to promote rural sports, nationally recognised sports, paralympic sports and Olympic sports; (vi) contribution to the Prime Minister's National Relief Fund [or Prime Minister's Citizen Assistance ‘and Relief in Emergency Situations Fund (PM CARES Fund)] or any other fund set up by the Central Government for socio-economic development and rellef and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women; "{()9)(2) Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government; and (b) Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine almed at promoting Sustainable Development Goals (SDGs).] (40 rural development projects.] 28{() slum area development Explanation.—For the purposes of this item, the term ‘slur area’ shall mean any area declared as such by the Central Government or any State Government or any other competent authority under any law for the time being in force.] 22{ (i) disaster management, including relief, rehabilitation and reconstruction activities. “Schedule VIT enforced w.e.f. 1-4-2014, vide Noti. No. 5.0. 582(E), dt. 27-2-2014.” Far Section 1 to 229 click here ‘ins. by Ret 31 0f 2016, 8. 258 and Seh. XI et 51-2016). Ins. by Ret 31 0F 2016, 6. 255 and Sch. XI wet 514-2016) 6. Subs. by Ret 29 0f 2020, 8.49 (ot, 25242-2020). Prlo CIF 8 wanateror com rancterr company” by Act 1 ot 2018, 5. 73 (wet 9-2-2018) vo suse. for “ranctarer company” by Act 1 of 2028, 5.75 (we 9-2-2018), voctng by Bet 29 9f 2018, 5. 33) (wet 156-2019).