ABC Limited is one of the largest engineering, procurement and construction (EPC) company. It is a New Delhi headquartered company with over ten thousand employees and has site offices in all major cities in North India.

CS Professional · CSR and Social Governance · PYQS · June 2024
ABC Limited is one of the largest engineering, procurement and construction (EPC) company. It is a New Delhi headquartered company with over ten thousand employees and has site offices in all major cities in North India. Company has a highly motivated management team and professionally qualified board. Philosophy and vision of the company is : To promote and expand new functional areas in infrastructure sector; To adopt sustainable manufacturing practices in all its operations; To engage with all stakeholders including society at large; and To operate in an economically, socially and environmentally sustainable manner, while recognizing the interest all of its stakeholders. ABC Limited imbibes on the philosophy of 'Sarva loka hitam'-meaning working for the well-being of all its stakeholders. The company also follows the principle of Utilitarianism: i.e., 'greatest good for the greatest number of people'. Through its operations, it is also striving for adoption of the green sustainability principles, so as to protect the environment. According to Section 135 of the Companies Act, 2013, it is mandatory for prescribed class of companies to contribute at least two percent of the average net profits of the company during the three immediately preceding financial years. To pursue its Corporate Social Responsibility Policy, Corporate Social Responsibility Committee has been constituted by the Board of Directors of the Company. The Company has decided to carry out the following CSR activities, namely: Construction of old age homes for senior citizens; Setting up homes and hostels for women employees; Running Guashala in its factory premises/project sites; Running full day kitchens (Bhandara) for food to poor people residing near the factory premises; Organizing free sugar and eye check-up camps; Contribution to the Swach Bharat Kosh setup by the Central Government for the promotion of sanitation and making available safe drinking water; Sponsoring the investor education programmes for the employees of its clients; Sponsoring the training programmes to promote rural sports; Contribution to the Prime Minister's National Relief Fund; Contributing for construction of roads particularly in rural area; Construction of toilets in schools; and Construction of Yoga centres for local community. Company is incurring more than ₹10 crore since last few years on such social welfare and philanthropic programmes. However, company's statutory auditors have raised issues of non-compliance pertaining to CSR policy, CSR Committee composition and CSR expenditure. You, as a practicing Company Secretary, have been invited as an Advisor and have been asked to answer the following questions : What is the minimum amount of CSR expenditure required to constitute a CSR committee mandatorily? What are the CSR committee constitution provisions enunciated in the Company Act, 2013?

Answer & Explanation:

Section 135(9) of the Companies Act states that where the amount to be spent by a company under section 135(5) does not exceed fifty lakh rupees, the requirement under section 135 (1) for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. The minimum amount of CSR expenditure required by the Company should exceed fifty lakh rupees to constitute a CSR committee mandatorily. According to Rule 5(1) of the Companies (Corporate Social Responsibility Policy) Rules 2014, a company shall constitute CSR Committee as under: a company covered under subsection (1) of section 135 which is not required to appoint an independent director pursuant to subsection (4) of section 149 of the Act, shall have its CSR Committee without such director; a private company having only two directors on its board shall constitute its CSR Committee with two directors; 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 subsection (1) of section 380 of the Act and another person shall be nominated by the foreign company.

Topics: Corporate Social Responsibility (CSR)

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