Draft Board Resolution for Constitution of CSR Committee

Board-Resolution-Constitution-CSR-Committee






As per the provisions of Section 135 of the Companies Act, 2013 every company having net worth of Rs. 500 crore or more, or turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board.


Draft Board Resolution for Constitution of CSR Committee
RESOLVED THAT pursuant to the provision of Section 135 of the Companies Act 2013 (as amended or re-enacted from time to time) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and clause … of the Articles of Association, consent of the Board of Directors be and is hereby accorded for the constitution of CSR Committee effective from …………….  consisting of following Directors and Officers of the Company

1.      ____________
2.      ____________
3.      ____________


RESOLVED FURTHER THAT the CSR Committee role and responsibilities shall be as provided under section 135 of the Companies Act, 2013 and Rules therein, inter alia:
1.     To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;
2.  To review and recommend the amount of expenditure to be incurred on the CSR related  activities to be undertaken by the company; 
3.    To institute a transparent monitoring mechanism  for the implementation of the CSR projects , programs and activities undertaken the Company from time to time;
4.    Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time

RESOLVED FURTHER THAT Mr._____________ shall act as Chairman of the CSR Committee and Company Secretary to the Company shall act as Secretary to the CSR Committee.

RESOLVED FURTHER THAT the quorum for the CSR Committee Meeting shall be one-third of its total strength (any fraction contained in that one-third be rounded off as one) or two members, whichever is higher

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Shri ………………….. of the Company be and is hereby authorised, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable.
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