When it comes to Corporate Social Responsibility (CSR), it’s important to distinguish between core business operations and activities undertaken for social welfare. Here’s what you need to know:

1. Core Business vs. CSR Expenditure

• Core Business Operations:
  If a corporate group is primarily engaged in running hospitals or educational institutions as part of its main business, the related expenditures are treated as regular business expenses.

  • Example:
    A company that operates a chain of hospitals for profit cannot count its operating costs as CSR expenditure because these expenses are integral to its business operations.

• CSR Activities:
  CSR expenditure is meant for activities that are not part of the regular business but are undertaken for the benefit of society.

  • Example:
    If a company donates funds to support an independent hospital or educational institution, or if it initiates additional projects in these sectors that go beyond its regular operations, such expenditure can qualify as CSR spending.

2. Alignment with CSR Guidelines

For any expenditure to be considered CSR:

• Purpose: It must align with the social welfare objectives specified in Schedule VII of the Companies Act, 2013.
• Distinct Activity: The CSR activity should be separate from the company’s routine business operations.
• Documentation: Proper records and board approvals must be maintained to demonstrate that the spending is directed toward social causes rather than profit-making.

Conclusion

• Not Considered CSR:
  Operating hospitals and educational institutions as part of a company’s primary business does not count as CSR expenditure.
• Potentially Considered CSR:
  If a company supports or donates to such institutions outside of its core operations—focusing on social welfare—it may be able to claim that expenditure as CSR, provided it meets the guidelines under Schedule VII.

By clearly separating core business activities from purely philanthropic initiatives, companies can ensure they comply with CSR requirements while maximizing their positive impact on society.

Under the Companies Act, 2013, the primary responsibility for signing financial statements lies with the Board of Directors. Here’s a comprehensive overview of who is required to sign and the roles of other key officers such as the CFO and Company Secretary:

1. Mandatory Signatures by the Board of Directors

• Directors’ Signatures:

  • Section 129 requires that the Balance Sheet, Profit & Loss Account, and other financial statements be signed on behalf of the Board of Directors.
  • Section 134 mandates that the accompanying Director’s Report is signed by the directors.
  • Depending on the company’s Articles of Association, if there is more than one director, at least two directors may be required to sign; if there is only one director, that director must sign.

• Auditor’s Signature:

  • The independent auditor must sign the auditor’s report attached to the financial statements.

2. Role of the CFO

• Involvement in Preparation:
  • The Chief Financial Officer (CFO) plays a key role in preparing and reviewing the financial statements.
• Signature Requirement:
  • The Companies Act does not specifically require the CFO to sign the financial statements unless the CFO is also a director or has been specifically designated as a signatory by the Board.

3. Role of the Company Secretary (CS)

• Ensuring Compliance:
  • The Company Secretary is crucial in ensuring that all statutory filings and compliance requirements are met, including the preparation and timely filing of the Annual Return and other statutory documents.
• Signature Requirement:
  • The CS is not mandated by the Act to sign the financial statements unless they are a director or are specifically authorized by the Board.

4. Digital Signatures and Record-Keeping

• Use of Digital Signatures:
  • Companies may use digital signatures to sign financial statements, provided they meet the regulatory standards set by the Ministry of Corporate Affairs.
• Documentation:
  • All signatures (whether physical or digital) certify that the financial statements represent a true and fair view of the company’s financial position.

Key Takeaways

• Directors are Primarily Responsible:
  • The financial statements must be signed by the Board of Directors and the independent auditor.
• CFO and CS Roles:
  • While the CFO and Company Secretary are critical to the preparation and compliance process, they are not required to sign the financial statements unless they hold a director position or are designated as signatories.
• Digital Compliance:
  • The use of digital signatures is acceptable as long as they adhere to the prescribed standards.

Under the Companies Act, 2013 and the subsequent rules framed thereunder, companies are required to maintain certain documents, records, registers, and minutes in electronic form. However, the requirement varies depending on the nature of the document and the applicable provisions.

Key Points:

• Statutory Registers and Records:
  The Companies (Management and Administration) Rules, 2014 and other related guidelines mandate that companies maintain key statutory registers, such as registers of members, directors, and minutes of meetings, in an electronic format or in a manner that can be easily converted to electronic form.

• Ease of Access and Disclosure:
  Electronic maintenance of records helps ensure quick access, transparency, and timely disclosure of information as required by regulatory authorities, including the Registrar of Companies (RoC).

• Compliance Requirements:

  • Companies are expected to adopt electronic record-keeping systems that ensure the integrity and confidentiality of data.
  • While physical copies may still be maintained for some documents, they must be readily available for conversion into electronic form upon request by the authorities.

Conclusion:

Yes, it is mandatory for companies to maintain their key documents, records, registers, and meeting minutes in electronic form or in a format that can be easily converted to electronic form, in accordance with the Companies Act, 2013 and its associated rules. This requirement supports transparency, accessibility, and compliance with statutory obligations.

When a private company has only two shareholders, the quorum for a general meeting is usually defined by the company’s Articles of Association. Here’s what you should know:

• Standard Quorum Requirements:
  Typically, the Articles specify that at least two members must be present to form a quorum. In a two-shareholder company, if one shareholder is absent, the quorum is not met, and the meeting cannot proceed as a valid AGM.

• Adjourned Meetings:
  Even if a meeting is adjourned and reconvened, the quorum requirement remains the same unless the Articles explicitly provide that a lower quorum (for example, one member) is acceptable for the adjourned meeting.

• Custom Provisions in Articles:
  Some companies may have provisions allowing a single shareholder to constitute a quorum during an adjourned meeting. It’s essential to review the Articles of Association to determine if such an exception applies.

Key Takeaway:

Unless the company’s Articles specifically allow for a lower quorum (such as one member) during an adjourned meeting, the attendance of just one shareholder in a company with only two shareholders does not meet the quorum requirement