Winding up:

https://www.legalbites.in/current-indian-law-winding-company/

https://lawrato.com/indian-kanoon/corporate-law/winding-up-of-company-under-companies-act-
2013-634

http://www.legalservicesindia.com/article/1319/Winding-Up-of-a-Company.html

http://lawtimesjournal.in/winding-up-of-company-under-company-law/

csr

https://corporatefinanceinstitute.com/resources/knowledge/other/corporate-social-responsibility-
csr/

https://www.slideshare.net/Sakomm/corporate-social-responsibility-lecture-notes

CORPORATE SOCIAL RESPONSIBILITY Corporate Social Responsibility is nothing but old

wine in new bottle. One should think beyond legislation. CSR refers to way that businesses
are managed to bring about an overall positive impact on the communities, cultures, societies
and environment in which they operate. It also fight against climate change, the sustainable
management of natural resources, consumer protection, philanthropic initiatives and volunteer
projects. CSR is often considered as a means of charity or donations. In practice, it is a
successful approach for companies to engage themselves in activities that help society at
large. Historical perspective of CSR: The concept of CSR dates back to Mauryan history,
where philosophers like Kautilya emphasized on ethical practices and principles while
conducting business. Phases of CRS in India: The first phase:- Charity and philanthropy, 19th
century such as Tata, Birla, Godrej, etc. The second phase:- During the independence
movement, Mahatma Gandhi introduced th nation of “trusteeship” socio-economic
development. The third phase: - Elements of “mixed economy “emergence of public sector
undertakings (PSUs) Labour and Environment standards. The fourth phase: - In the 1990’s
the first initiation towards globalization and economic liberalization were undertaken.
Emerging concept of CSR goes beyond charity and requires the company to act beyond its
legal obligations and to integrated social, environmental and ethical concerns in to company’s
business process. The Modern CSR is a shift from ‘Profit maximization to profit optimization
and from shareholders perspective to stakeholders perspective. The concept of CSR rests on
the ideology of give and take. The companies take resources in the form of Raw material and
Human resources from the society, by performing the task of CSR activities, the companies
are giving something back to the society.

CSR Responsibilities fall into four groups: (i) Economic Responsibility (ii) Legal Responsibility (iii)
Ethical Responsibility (iv) Philanthropic Responsibility CSR under Company law provisions: The
Indian Companies Act 2013 mandated the all companies having net worth of rupees five hundred
crore or more or turnover of rupees one thousand crore or more or a net profit of rupees five crore
or more in financial year to spend at least 2% of the average net profit of last 3 years. (Ref.
Sec.135 and Schedule VII of the Companies Act 2013). The Ministry of Corporate Affairs notified
sec.135 and Schedule VII of the Act as well as the provisions of Companies (CSR Policy) Rules,
2014 which came in to effect from 1st April, 2014. The provisions of CSR are not only applicable to
Indian Companies but also applicable to branch and project offices of a foreign company in India.
Definition of the term CSR has been defined under the CSR Rules which included but not limited
to:- (i) Projects or programs relating to activities specified in the schedule or (ii) Projects or
programs relating to activities undertaken by the board in pursuance of recommendations of the
 CSR committee as per the declared CSR Policy subjects enumerated in the Schedule. (iii)
Flexibility is also permitted to the companies by allowing than to choose their preferred CSR
engagements that are in conformity with the CSR Policy. The CSR preference should be given to
local areas and the areas where the company operates. Company may also choose to associate
with two or more companies for fulfilling CSR activities provided that they are able to report
individually. The company can also make the annual report of CSR activities in which they mention
the average net profit for the three financial years and also prescribe CSR expenditure but if the
company is unable to spend the minimum reuired expenditure the company has to give the
reasons in the board report for non compliance. So that there are no penal provisions are attracted
by it. The rule of Comply or Explain: It is a regulatory approach used in U.K in the field of
Corporate Governance and Financial Supervision. The Indian Companies Act requires companies
to have CSR Committee which will be held accountable to implement the program and sign off an
impact report. The committee has an obligation to show the reasons why it could not spend and it
is to be added to the Company’s annual report. (Refer Rule 8 of 2014)

Applicability of csr:

Any Company having:

(i)             A net worth of rupees 500 Cr or more or

(ii)            Turnover of rupees 1000 Cr or more or

(iii)          A Net Profit of rupees 5 Cr or more.

Has to spend at least 2% of last 3 years average net profit on CSR activities as
specified in Schedule VII of the Companies Act 2013 as amended from time to
time.
This is in furtherance of yesterday's lecture kindly refer the following point: CSR Committee and its
role and responsibilities: - (Refer Section 135 (3) of the Companies Act 2013) CSR Committee
covered by CSR Rules, 2014 are required to constitute a CSR Committee of the Board consisting
of three or more directors, out of which at least one director shall be an independent director. A
Private Company must have two directors and no independent director is required in case of
Private Company. (3) The Corporate Social Responsibility Committee shall,— (a) Formulate and
recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the
activities to be undertaken by the 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 the
Corporate Social Responsibility Policy of the company from time to time.

http://gtw3.grantthornton.in/assets/Companies_Act-CSR.pdf

It is in furtherance of earlier material kindly refer the following: CSR Committee and its role and
responsibilities: - (Refer Section 135 (3) of the Companies Act 2013) CSR Committee covered by
CSR Rules, 2014 are required to constitute a CSR Committee of the Board consisting of three or
more directors, out of which at least one director shall be an independent director. A Private
Company must have two directors and no independent director is required in case of Private
Company. (3) The Corporate Social Responsibility Committee shall,— (a) Formulate and
recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the
activities to be undertaken by the 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 the
Corporate Social Responsibility Policy of the company from time to time. CSR activities covered
under Schedule VII of Companies Act 2013. MCA notification dated 27th February, 2014 has come
up with the Schedule VII for CSR activities to be included in CSR Policy.  Eradicating hunger,
poverty etc.  Promoting education  Promoting gender equality  Ensuring environment
sustainability  Protection of National heritage, art and culture  Measures for the benefit of
armed forces  Training to promote rural, nation and international sports  Contribution to the
Prime Minister National Relief Fund  Contributions or funds provided to technology incubators
located within academic institutions which are approved by the Central Government  Rural
Development Projects  Slum area development  Contributions/Donations from Companies
towards “Swachh Bharat Abhiyan” and  Clean Ganga Mission. Apart from above activities, the
Government of India can include any activity, the companies can take the above activities as
guidelines, but they can modify the activities for the benefit of the society at large. The following
are some of the Companies which initiated the CSR programs as per the mandate provisions of
Company Law.  Tata  Ambuja Cements  Infoysys  Mahindra & Mahndra  ITC  Hindustan
Zic Ltd  Bharat Petroleum Corporation Ltd.  Ultra Tech Cement Ltd. Corporate Social
Responsibility is about ensuring the company’s growth on sustainable basis, while ensuring
fairness to stakeholders. In the current social situation in India, it is difficult for one single company
to bring about change, as the sale is enormous. Companies have the expertise strategic thinking,
manpower and money to facilitate extensive social change. Effective partnerships between
Companies, NGOs and the government are the need of the hour.

https://www.jstor.org/stable/23827359?seq=1

ibc 2016

https://www.drishtiias.com/to-the-points/paper3/insolvency-and-bankruptcy-code-3

https://www.mondaq.com/india/insolvencybankruptcy/492318/the-insolvency-and-
bankruptcy-code-2016--key-highlights

https://rna-cs.com/resources/insolvency-and-bankruptcy-code-2016-ibc/

https://www.caclubindia.com/articles/the-insolvency-and-bankruptcy-code-2016-key-
highlights-30545.asp

http://www.legalserviceindia.com/legal/article-1406-insolvency-and-bankruptcy-code-2016-
a-critical-analysis.html

https://www.financialexpress.com/opinion/heres-how-ibc-2016-has-taken-corporate-
governance-to-new-heights/1866199/

class action suit

https://www.lakshmisri.com/insights/articles/Class-actions-under-the-Companies-Act-2013#

https://www.lawyersclubindia.com/articles/Class-Action-Suits--5384.asp

https://taxguru.in/company-law/class-action-suits-companies-act-2013.html