22 July 2014
Sample Board Resolution for Constitution of CSR Committee
“RESOLVED THAT pursuant to the provisions of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company be and is hereby constituted comprising of the following members of the Board of Directors of the Company as members of CSR Committee:
1. Mr. Raman Joshi, Chairman 2. Mr. Uday Singh, Member 3. Mr. Ravi Kumar, Member
RESOLVED FURTHER THAT the terms of reference of CSR Committee shall, inter-alia, include the following:
a. 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;
b. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company;
c. To monitor the CSR policy of the Company from time to time;
d. 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 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.
RESOLVED FURTHER THAT Company Secretary to the Company shall act as Secretary to the CSR Committee.”
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