Shareholders Rights Vigil Mechanism & Corporate Social Responsibility …

1. Shareholders Rights Vigil Mechanism & Corporate Social Responsibility… Companies Act, 2013 – Everthing you need to know.

2. Shareholders Right Shareholders Right

3. Class Action Suit Minority Shareholders Right

4. Application to Tribunal Minority Shareholders Right

5. Oppression & Mis - Management Minority Shareholders Right

6. Who can apply Minority Shareholders Right

7. Whichever is lower Small Shareholder Director • The Company can also appoint a Small Shareholder Director on Suomotu. • Small shareholder for this purpose mean shareholder holding nominal value of Shares of Rs. 20,000/- or less. Minority Shareholders Right

8. Shareholder’s Right • Right to receive Notices of General Meetings, Financial Statements etc., • Right to Inspect Statutory Registers and Returns • Right to attend and Vote at Meetings • Right to receive Share Certificates • Right to Transfer his Shares • Right to receive Dividend when Declared • Right to have Right Shares • Right to Appoint Directors • Right to dissent and safegaurd his interest on increase in liability. • Right to share surplus of the assets Shareholders Right

9. Reporting to Members Reporting to Members

10. Signing of.. • Board’s Report • By Chairperson (if authorised by the Board) [or] • By 2 Directors (if there is MD, he shall sign). • Financial Statements • By Chief Executive Officer (If he is a Director) [and] • BY Chief Financial Officer [and] • By Company Secretary [and] • By Chairperson (if authorised by the Board) [or] • By 2 Directors (if there is MD, he shall sign). Reporting to Members

11. Vigil Mechanism Whistle Blower Mechanism Vigil Mechanism

12. Introduction A Vigil Mechanism is a policy developed by the Board of Directors to detect and avoid, fraud or misconduct by the company.  Vigil Mechanism

13. Who shall frame Every Company, falls under any of the Category mentioned beside shall establish a Vigil Mechanism for its Directors & Employees to report Genuine Concerns. Vigil Mechanism

14. Motive of Vigil Mechanism • To Detect and Prevent Fraud or Misconduct in the Organisation. • To protect the Interests of Whistle Blower against Victimisation. • To establish Standard Operating Procedures for reporting of unethical events through established mechanism. • To give Direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. Vigil Mechanism

15. Disclosure of Vigil Mechanism Vigil Mechanism

16. Responsibilities Vigil Mechanism

17. Corporate Social Responsibility Corporate Social Responsibility.

18. Need for Mandatory Provision. The contribution to CSR made by top 25 listed companies (in terms of sales) is Rs. 1,310 Crore out of the average preceding 3 years profits of Rs. 1,53,490 Crore which is amounting to 0.85% of the total profits. Corporate Social Responsibility.

19. Benefits • Strengthened Brand Positioning • Enhanced Corporate Image • Increased Sales and Market Share • Increased Appeal to Investors • Ability to attract, motivate and retain employees. Corporate Social Responsibility.

20. Triggering Point Every Company, during any Financial Year, falls under any of the Category mentioned beside shall constitute a Corporate Social Responsibility Committee. Corporate Social Responsibility.

21. Constitution of Committee • For Companies where appointment of Independent Director is mandatory. • For Companies where appointment of Independent Director is not mandatory. • In a Private Company with 2 Directors. Corporate Social Responsibility.

22. CSR Budget The Board of the Company shall ensure that the Company spends, in every Financial Year at atleast 2% of the average Net Profitsof the Company during immediately preceding 3 Financial Years. Net Profits for this purposes of this Section shall be calculated as per the Provisions of Section 381 for Foreign Companies and Section 198 for other Companies. Corporate Social Responsibility.

23. Duties of Committee • formulate and recommend a CSR policy to the board recommend the amount of expenditure to be incurred monitor CSR policy from time to time 1 2 3 Corporate Social Responsibility.

24. Duties of Board • consider & approve CSR policy recommended by committee. Ensure that activities included in CSR policy are undertaken Ensure that company spends, in every financial year, at least 2% of the average net profits 1 2 3 Corporate Social Responsibility.

25. Disclosures Corporate Social Responsibility.

26. CSR Activities • Eradicating hunger, poverty and malnutrition • Promoting Education • Promoting Gender Equality. • Ensuring Environmental Sustainability • Protection of National Heritage, Art and Culture • Measures for the benefit of Armed Forces veterans • Training to Promote Sports • Contribution to the Funds set up by Central Government. • Contributions or Funds provided to Technology Incubators • Rural Development Projects Corporate Social Responsibility.

27. Undertaking CSR Activities Corporate Social Responsibility.

28. Restrictions Corporate Social Responsibility.

29. Ceasing Effect • If the Company ceases to fall under the Triggering Criteria, in three continuous Financial Years, then the Company need not: • Constitute CSR Committee • Comply with the Provision of Section 135 • Till such time it does not fall under triggering Criteria. Corporate Social Responsibility.

30. Thank You. MeherKiranCholkar Asst. Manager meher@rna-cs.com R & A Associates, Company Secretaries. Companies Act, 2013 – Everthing you need to know.