In accordance with the provisions of Section 135(1) of the Companies Act, 2013, companies having a net worth of Rs. 500 crore or more, or a turnover of Rs. 1000 crore or more, or a net profit Rs. 500 crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of 3 or more directors, out of which at least one director shall be an independent director.
A resolution has to be passed in the meeting of the Board of the Directors of the company to constitute a CSR committee. The Board can reconstitute the committee in the future if necessary.
Here are samples of board resolutions for constitution and reconstitution of the CSR committee.
FORMAT #1
(Board Resolution for Constitution of CSR Committee)
“RESOLVED THAT pursuant to the provisions of Section 135 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Corporate Social Responsibility) Rules, 2014 ("the CSR Rules") and any other applicable provisions of the Act and Rules made thereunder, including any amendments thereto for the time being in force, a Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company ("the Board") be and is hereby constituted comprising of the following members:
1. (Name of the Director), (Designation),
2. (Name of the Director), (Designation), and
3. (Name of the Director), (Designation).
RESOLVED FURTHER THAT (Name of the Director), (Designation) be and is hereby nominated as the Chairman of the CSR Committee and that (Name of the Company Secretary), (Designation) is to act as the Secretary of the CSR Committee.
RESOLVED FURTHER THAT the quorum for a meeting of the CSR Committee 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.
RESOLVED FURTHER THAT the CSR Committee shall act in accordance with the provisions of the Act read with Rules made thereunder, the Articles of Association of the company and the 'terms of reference' specified hereunder:
(a) To formulate and recommend to the Board a Corporate Social Responsibility Policy, which shall be placed before the Board for its approval;
(b) To formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy, which shall include the following, namely:-
(i) the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act,
(ii) the manner of execution of such projects or programmes as specified in sub-rule (1) of rule 4 of the CSR Rules,
(iii) the modalities of utilisation of funds and implementation schedules for the projects or programmes,
(iv) monitoring and reporting mechanism for the projects or programmes, and
(v) details of need and impact assessment, if any, for the projects undertaken by the company.
(c) To review and recommend the amount of expenditure to be incurred on the activities referred herein-above;
(d) To monitor the Corporate Social Responsibility Policy of the company from time to time; and
(e) Any other matter as the CSR Committee may deem appropriate after obtaining approval of the Board or as may be directed by the Board from time to time.
RESOLVED FURTHER THAT (Name of the Director/Officer), (Designation) of the Company be and is hereby authorised to do all such acts, deeds and things as may be necessary to give effect to this resolution.”
FORMAT #2
(Board Resolution for Reconstitution of CSR Committee)
#. Reconstitution of CSR Committee
“RESOLVED THAT pursuant to the provisions of Section 135 of the Companies Act, 2013, the Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company (the Board) be and is hereby with the following members of the Board as the members of the CSR Committee:
S.No. | Name of the Director | Position
1. | Mr. A. BCDE | Chairman
2. | Ms. F. GHIJK | Member
3. | Mrs. L. MNO | Member
RESOLVED FURTHER THAT (Name of the Company Secretary), (Designation) shall act as the Secretary of the CSR Committee.
RESOLVED FURTHER THAT the quorum of the CSR committee meeting shall be one-third of its strength or two members, whichever is higher.”
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