This document provides a summary of a seminar on the Companies Act of 2013 and changing landscape of corporate social responsibility (CSR) in India. The event was inaugurated in Gandhinagar, Gujarat by the state's Minister for Energy and featured two panel discussions on leveraging the CSR amendments and new models for sustainable CSR initiatives in Gujarat. Senior bureaucrats, industrialists, legal and finance advisors, and NGOs from Gujarat participated. The Additional Chief Secretary of Industries for Gujarat welcomed participants and stressed the importance of ethical values and inclusive growth through CSR. The Minister of Energy emphasized the significant role companies in Gujarat must play in promoting CSR activities to support

1. Companies Act 2013:
Changing Landscape in
Corporate Social Responsibility
Date:20thJanuary, 2014
2, Mahatma Mandir-Gandhinagar
Organized By:
Partner:
Report on
Venue: Seminar Hall
Knowledge Partner:
National

2. 2
INDEX
Table of Contents
The event ....................................................................................................................................................... 3
Inaugural Session ........................................................................................................................................... 4
List of Dignitaries ....................................................................................................................................... 4
Sh. Saurabhbhai Patel: Hon’ble Minister for Energy and Petrochemicals, Mines and Minerals, Cottage
Industries, Salt Industries, Printing, Stationery, Planning, Tourism, Civil aviation, Labour and
Employment-Government of Gujarat ....................................................................................................... 5
Sh. Maheshwar Sahu, IAS: Additional Chief Secretary, Industries and Mines Department- Government
of Gujarat .................................................................................................................................................. 5
Shri Raajeev Batra: Head of the Department, Governance Risk & Compliance Services (GRCS), KPMG . 6
Shri Atul Garg: Past Chairman, CII Gujarat State Council and Chairman, Chief Operating Officer InteQ IT
Services (India) Pvt Ltd.. ............................................................................................................................ 6
Panel Discussion 1: Leveraging the CSR amendments in Companies Act-2013 ............................................ 7
List of Panel Members: .............................................................................................................................. 7
Sh. P.K. Taneja, IAS: ............................................................................................................................... 8
Sh. Nikhil Pant: ...................................................................................................................................... 8
Sh. Nitin Parekh: .................................................................................................................................... 8
Sh. Shardul Shroff: ................................................................................................................................. 9
Sh. Bimal Patel: ...................................................................................................................................... 9
Concluding Remarks to Session 1: ............................................................................................................. 9
Panel Discussion 2: New Models for Driving Sustainable & Inclusive CSR Initiatives in Gujarat ................ 10
List of Panel Members: ............................................................................................................................ 10
Sh. Ibrahim H Rehman: ........................................................................................................................ 11
Smt. Sushama Oza: .............................................................................................................................. 11
Sh. Rajiv Gandhi: .................................................................................................................................. 11
Smt. Prerana Langa: ............................................................................................................................ 12
Concluding Remarks to Session 2: ........................................................................................................... 12
Shri P.K. Parmar, IAS:Principal Secretary, Panchayats, Rural Housing & Rural Development
Department, Government of Gujarat ..................................................................................................... 12
Outcome/Suggestions by Panelists: ............................................................................................................ 13

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Background
Companies Act 2013 has introduced sections 134 and 135 mandating companies to comply with
requirements on Corporate Social Responsibility (CSR). The new obligation of two percent spend on CSR
has substantially changed the dynamics of this subject. Traditional CSR spend was voluntary, and being
philanthropic / charitable in nature, limited to token contributions. The new regulation prescribes a
substantially higher contribution and that too carved out of distributable profits. This will force
companies to think carefully, both from the governance and the business standpoint.
While Companies Act 2013 has prescribed CSR activities that companies should consider spending on,
the Draft Companies Rules seem to provide the required flexibility to consider other legitimate projects
too. Corporate India’s increased obligation is speculated to range between INR 100 – 250 billion. CSR
spends going forward may cover wider societal objectives instead of limiting themselves to smaller
community initiatives, and the sustainability factor could influence a healthy alignment between social
and commercial business goals.
Aligned with the prime objective of raising the bar on governance, the Companies Act 2013 mandates
the Board of Directors in companies to appoint a separate CSR committee; formulate, regulate, monitor
spends; and appropriately report CSR activity in the annual report and on the website. The Ministry of
Corporate Affairs seems keen for the company’s CSR policy to be scrutinized by the wider society rather
than by the regulators.
The state of Gujarat has a large number of profit-making companies with a notable share in Corporate
India’s CSR obligation. It will help Gujarat based companies to identify some pressing and relevant social
challenges and develop innovative business solutions to address them. It is important to develop CSR
ideas for the benefit of society on a long-term and sustainable basis. Industry in Gujarat transcends
sectors such as power, oil & gas, pharmaceuticals, infrastructure, automotive, industrial goods,
consumer goods etc. Companies from these sectors may appropriately develop a CSR strategy that
optimally aligns social benefits with commercial goals.
The event
The Industrial Extension Bureau (iNDEXTb, Gandhinagar) along withKPMG as the Knowledge Partner and
CII as the National Partner had organized a Half Day Session on ‘Companies Act-2013-Changing
Landscape in Corporate Social Responsibility’.Senior bureaucrats from the Government of Gujarat,
eminent Industrialists, legal advisors, finance advisors and NGOs graced the event.
The event comprised of two panel discussions preceded by an inauguration ceremony.

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Inaugural Session
The event was inaugurated by Sh.
Saurabhbhai Patel, Hon’ble Minister for
Energy and Petrochemicals, Mines and
Minerals, Cottage Industries, Salt
Industries, Printing, Stationery, Planning,
Tourism, Civil aviation, Labor and
Employment - Government of Gujarat.
Various other eminent government
officials, industrialists and NGOs of
Gujarat were also present.
List of Dignitaries
Name Organization
Shri Saurabhbhai Patel Hon’ble Minister for Energy and
Petrochemicals, Mines and Minerals, Cottage
Industries, Salt Industries, Printing,
Stationery, Planning, Tourism, Civil aviation,
Labour and Employment
Government of Gujarat
Shri Maheshwar Sahu, IAS Additional Chief Secretary
Industries & Mines Department
Government of Gujarat
Sh. P.K.Parmar, IAS Principal Secretary, Panchayats, Rural
Housing & Rural Development Department,
Government of Gujarat
Sh. P.K. Taneja, IAS Principal Secretary(PH) and
Commissioner, Commissionerate of Health,
Family Welfare, Medical Services & Medical
Education
Government of Gujarat
Shri Raajeev Batra Head of the Department, Governance Risk &
Compliance Services (GRCS), KPMG
Shri Atul Garg Past Chairman, CII Gujarat State Council and
Chairman, Chief Operating Officer InteQ IT
Services (India) Pvt Ltd.

5. 5
Sh. Maheshwar Sahu, IAS: Additional Chief Secretary, Industries and
Mines Department- Government of
Gujarat
Welcome Address
Sh. Sahu welcomed all the dignitaries and audience present at
the session. In his welcome speech, he stressed on ethical
values related to CSR for an inclusive growth. He said, “I trust
the corporate sphere of Gujarat will take this new act as an
opportunity to broaden their CSR landscape.”He mentioned
that Gujarat will become a role model for the entire nation
and will lead India’s CSR initiatives.
Sh. Saurabhbhai Patel: Hon’ble Minister for Energy and
Petrochemicals, Mines and Minerals, Cottage Industries, Salt Industries,
Printing, Stationery, Planning, Tourism, Civil aviation, Labour and
Employment-Government of Gujarat
Chief Guest
Sh. Saurabhbhai Patel inaugurated the
sessionwith the lighting of a lamp along with
other dignitaries. He congratulated iNDEXTb,
KPMG and CII for putting up such a grand event.
In his speech he said “Gujarat being one of the
believers of Inclusive Growth, has been involved
in many social welfare activities. With the
implementation of Companies Act 2013, he
emphasized on necessity of the significant
contribution from companies in Gujarat to
promote CSR activities in the state. He
highlighted that manufacturing sector being one
of the major contributor to states GSDP, has a
pivotal role to play. ”
He also wished good luck to all the participants, hopingthat they can come up with constructive
conclusions for the benefit of society by the end of the session.

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Shri Raajeev Batra: Head of the Department, Governance Risk &
Compliance Services (GRCS), KPMG
Address on CSR: An inclusive approach
Sh. Raajeev Batra started his presentation by defining CSR and explained how the definition had evolved
over time from ‘Sustainable Development’ to a ‘Shared Value’ concept. He explained that CSR involves
increased efforts to align corporate goals with those of the society. He also emphasized on the fact that
the major CSR spending in India has been from the PSUswith focus sectors being Education and Health.
Covering different aspects of the latest amendments in companies act, he also talked about what
businesses expect from the government. Laying stress on public-private and B2B partnerships, he ended
his presentation saying that “CSR can be seen as a useful framework within which new ways of
collaboration between corporations, governments and civil societies can be found creating innovative
mechanisms of governance.”
Shri Atul Garg:Past Chairman, CII Gujarat State Council and Chairman,
Chief Operating Officer InteQ IT Services (India) Pvt Ltd..
Concluding Remarks
Sh. Atul Garg thanked everyone for taking time out of their busy schedules and coming together to
discuss on the much needed issue for an inclusive growth. He said that“Indian concept of CSR translates
largely to philanthropic activities and upliftment of the poor. However, CSR covers a much larger
manifesto. It has more to do with shared value.” He also referred to the triple bottom approach of CSR
i.e. Sustainability in Environment, Social Community and Business.

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Panel Discussion 1:Leveraging the CSR amendments in Companies Act-
2013
List of Panel Members:
Leveraging the CSR amendments in Companies Act-2013
Name Organization
Shri Vishal
Gada(Moderator)
Partner, KPMG
Shri P. K. Taneja, IAS P rincipal Secretary(PH) and
Commissioner, Commissonerate of Health,
Family Welfare, Medical Services & Medical
Education
Government of Gujarat
Shri Nikhil Pant
Chief Program Executive – National
Foundation for CSR (NFCSR)
Indian Institute of Corporate Affairs
Shri Nitin Parekh Chief Financial Officer
Zydus Cadila
Shri Shardul Shroff Senior Partner,Amarchand & Mangaldas &
Suresh A Shroff &Co.

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The first discussion was on “Leveraging the CSR Amendments in Companies Act 2013” which was
moderated by Mr. Vishal Gada (Senior Partner, KPMG). In this discussion, Sh. P. K. Taneja, IAS, Health
and Family Welfare, Government of Gujarat, came out with a message “Reach the Unreached, Serve the
Unserved”. Sh. Nikil Pant, Chief Program Executive – National Foundation for CSR (NFCSR), Indian
Institute of Corporate Affairs said that around 16000 companies currently qualify for CSR. The discussion
also touched upon various legal aspects of the act with the help of Sh. Shardul Shroff and Sh. Bimal
Patel.
Sh. P.K. Taneja, IAS:
o 15% of Gujarat’s population is tribal and 7% lives in rural areas
o Proposed to have a Special Purpose Vehicles (SPVs) for different departments of the government
of Gujarat that can serve as an implementing arm for companies spending on CSR
o Lay focus on neglected areas
o Gujarat Socio Economic Development Society can play a pivotal role for facilitating an effective
and efficient platform for deployment and monitoring of CSR contributions to ensure lesser
wastage
Sh.Nikhil Pant:
o Act provides a structured way by which the money from well off companies can be aligned to
the evolving national agenda
o 16000 companies qualify under the companies act
o CSR has to be ‘Rupee Measurable’, decided by the board as a budget
o Need of ‘Gap analysis’for all districts at the taluka level. This will help identify areas that require
focus.
o Companies contributing to CSR should also conduct an ‘Impact Assessment’ so that at a national
level, their effort creates a difference, even if it satisfies the legal aspects
Sh.Nitin Parekh:
o A larger, extended role is expected from corporates
o Monitoring of the money spent in CSR is an important duty of the corporates as per the new
Act, which differentiates CSR from philanthropy or donations
o Governments and NGOs can help in channelizing the efforts of different companies having small
contributions to CSR to create a synergetic effect
o Courses on ‘CSR management’ and ‘CSR laws’ can be started in existing educational institutes
that would help in creating awareness

9. 9
Sh. Shardul Shroff:
o CSR is a ‘Non-Delegable Corporate Activity’
o CSR expenditure is not mandatory but reporting of the CSR policy and expenditure of the
company is mandatory
o Draft rules contemplate that if contribution is made to non-promoter created NGO or SPV, it
must have a three year track record
o SPVs or NGOs can only be the implementing arm for the corporates
Sh. Bimal Patel:
o Education institutes should be ready to tap the funds that are about to release next year
o Academic institutions can help prepare CSR guidelines for the companies
o CSR index is bound to give a brand value to the companies
Concluding Remarks to Session 1:
Corporates need to understand the importance of CSR, which is that to flourish in business, one cannot
ignore the society. Also, CSR has to be different from the ongoing process of philanthropy. Companies
need to monitor and report their expenditure on CSR activities making it a non-delegable activity.
Governments, NGOs and educational institutions can play a pivotal role in drafting CSR guidelines,
conducting ‘gap analysis’ and aggregating small contributions for a synergetic effect.

10. 10
Panel Discussion 2:New Models for Driving Sustainable & Inclusive CSR
Initiatives in Gujarat
List of Panel Members:
New Models for Driving Sustainable & Inclusive CSR Initiatives in Gujarat
Name Organization
Shri Santosh
Jayaram
(Moderator)
Technical Director-
Sustainability & Climate Change-
KPMG
Shri Rajiv Gandhi Company Secretary &
Compliance Officer,
Ambuja Cements Ltd.
Smt. Prerana Langa Chief Executive Officer,
YES Foundation
Smt. Sushama Oza Chief Executive Officer,
Adani Foundation
Shri Ibrahim H Rehman Director, Social Transformation Division
TERI (The Energy and Resources Institute)
Second panel discussed on the topic “New Models for Driving Sustainable & Inclusive CSR Initiatives in
Gujarat.”In this session, Ms. Sushma Oza from Adani Foundation emphasized on networking and sharing
knowledge and experiences through CSR. She said, “Corporates can not only bring finances but also
professionalism, Knowledge, expertise into the whole system.” Ms.Prerana Langa from Yes Foundation
gave impetus to the idea of working to improve the existing infrastructure for the society as a part of
CSR activities.

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Sh.Ibrahim H Rehman:
o Government should help only in identifying focus areas, conducting gap analysis, up scaling new
models and thus act as a facilitator instead of acting as an implementing arm
o Other than money, we need to bring into perspective the corporates’ spirit of financial and
marketing expertise, scalability aspects and professionalism into the system. It is in this purview
that the monitoring of expenditure has been made mandatory
o Corporates should design ‘Cross-Sectoral Programs’ and thus have a holistic approach rather
than a sectoral approach. It is for the government to bring different corporates working in
different sectors in the same geographical area to work collectively.This would help in an overall
development of the area by leveraging sectoral expertise of the government.
o Have a more enterprise based approach rather than earlier philanthropic approach
Smt. Sushama Oza:
o Corporates can not only bring the finances. They can also bring technical knowledge, R&D,
professionalism and thus help in bridging the gaps and seal the loop holes
o Smaller NGOs or Govt may not be able to do the piloting. Under CSR, we can develop new
models which other CSRs can implement like the ‘Health Card for Senior Citizens’ initiative of
Adani Foundation at Mundra
o Different CSR initiatives can be mapped geographically, and thus conduct a ‘Gap Analysis’ so as
to identify areas that need focus in different sectors. This would also help corporates to adopt
best practices and thereby learn from each other
Sh. Rajiv Gandhi:
o Shared Value Concept is the most important aspect for an effective CSR initiative. Local
community needs to be engaged from inception
o Traditional wisdom of the community when combined with entrepreneurial, engineering,
managerial skills of the corporates can bring can help seal the loopholes in areas where
government initiatives have been lagging or the services not reaching the community
o ‘Krishi Vigyan Kendra’ at Ambuja’s Kodinar Plant is a unique example where corporates (here
Ambuja) acts just as an implementing arm leveraging its technical and entrepreneurial expertise
while the funding comes from other institutions (here Junagadh University and the Government
of Gujarat)

12. 12
Smt. Prerana Langa:
o Public Private Partnership programs can have a synergetic effect
o Instead of creating new institutions (like schools etc.), It’s better to create a sustainable impact
by working with the government and thus corporates can look into betterment of these
institutions and thereby align with the national agenda
Concluding Remarks to Session 2:
Community involvement is necessary for successful CSR initiatives wherein communities can share their
needs with the corporates and get direct benefits. Such networking and PPP models can effectively help
in creating an impact with the help of gap analysis and prioritizing initiatives required for community
development. In this way, companies can leverage their technical, managerial and entrepreneurial
expertise besides financial contributions.
Shri P.K. Parmar, IAS:Principal Secretary, Panchayats, Rural Housing &
Rural Development Department, Government of Gujarat
Wrap-up Speech and Thank
You Note
Sh. P.K. Parmar summarizing all the speakers
and panel discussions talked on how
networking can help aggregate the efforts,
leading to a bigger impact. He also threw
some light on the upcoming ‘Brown
Revolution’ in Gujarat where the government
plans to generate ‘Gobar-Gas’ through
individual and community Gobar Gas plants at
a large scale. He congratulated all the
organizers, speakers and participantsfor their
respective contributions to make the event a success.

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Outcome/Suggestions by Panelists:
• IICA has suggested the signing of an MoU with the State Government of Gujarat/ Relevant
Department regarding the promotion & implementation of CSR initiatives as per the new Act
• Within Schedule 7 of the Companies Act, the last point says, “as may be prescribed” should be
changed to “ as the board of the companies may decide”
• Create a model CSR guideline for the State
• Conduct various trainings and awareness programs to disseminate information regarding CSR
• Government needs to give a clearer picture on Income tax rules for companies involved in CSR
• Educational institutions should start dedicated courses on ‘CSR laws’ and ‘CSR management’ to
create skilled professionals in the domain of CSR
• Conduct a ‘Gap-Analysis’ of all districts atthe taluka level. This will help identify areas that require
focus.
• Besides financial, corporates can contribute to CSR initiatives in forms of technological,
entrepreneurial and managerial expertise
• ‘Cross-Sectorial Programs’ need to be taken up by the corporates instead of sector specific programs
as a holistic approach
• Public-Private partnership (PPP) models should be adopted to enhance the impact of initiatives
• Smt. Avantika Singh,IAS, District Collector of Bharuch shared her experience about formation
of‘District CSR Coordination Committee’ at Bharuch. The committee under chairmanship of the
collector, consists of government functionaries of focus areas and key industry personnel. Sub –
Committeesdecided several focus areas by conducting a gap analysis at the district level and framed
projects for implementation and presented them to different companies in the region to choose and
thus avoid duplication. Several industrialists in the region have shown positive interest in the project
and are actively helping the government in community building
• Sh. P.K. Taneja, IAS, proposed that the government can launch different Special Purpose Vehicles
(SPVs) like ‘Gujarat Socio Economic Development Society’ for various sectors. These SPVs would help
aggregate small CSR contributions of different industries and implement it for larger public welfare
projects. This method would facilitate equitable distribution of CSR spends across geographies and
thus complement and supplement the government effort
***