Rule 2: Definitions

Rule 2: Definitions · Complied AI

(1)

In these rules, unless the context otherwise requires, –

(a)

“Act” means the Companies Act, 2013;

(b)

“Annexure” means the Annexure appended to these rules;

(c)

“Corporate Social Responsibility (CSR)” means and includes but is not limited to :-

(i)

Projects or programs relating to activities areas or subjects specified in Schedule VII to the Act; or

(ii)

Projects or programs relating to activities undertaken by the board of directors of a company (Board) in pursuance of recommendations of the CSR Committee of the Board as per declared CSR Policy of the company subject to the condition that such policy willinclude activities, areas or subjects specified cover subjects enumerated in Schedule VII of the Act.

(d)

“CSR Committee” means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Act.

(e)

“CSR Policy” relates to the activities to be undertaken by the company as specified in Schedule VII to the Act and the expenditure thereon,excluding activities undertaken in pursuance of normal course of business of a company;

Proviso

Provided that any company engaged in research and development activity of new vaccine, drugs and medical devices in their normal course of business may undertake research and development activity of new vaccine, drugs and medical devices related to COVID-19 for financial years 2020-21, 2021-22 and 2022-23 subject to the conditions that-

(i)

such research and development activities shall be carried out in collaboration with any of the institutes or organisations mentioned in item (ix) of Schedule VII to the Act.

(ii)

details of such activity shall be disclosed separately in the Annual Report on CSR included in the Board’s Report.

(f)

“Net profit” means the net profit of a company as per its financial statement prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely :-

(i)

any profit arising from any overseas branch or branches of the company, whether operated as a separate company or otherwise; and

(ii)

any dividend received from other companies in India, which are covered under and complying with the provisions of section 135 of the Act:

Proviso

Provided that net profit in respect of a financial year for which the relevant financial statements were prepared in accordance with the provisions of the Companies Act, 1956, (1 of 1956) shall not be required to be re-calculated in accordance with the provisions of the Act:

Proviso

Provided further that in case of a foreign company covered under these rules, net profit means the net profit of such company as per profit and loss account prepared in terms of clause (a) of subsection (1) of section 381 read with section 198 of the Act.