5{-2. Definitions. - (1) in these rules, unless the context otherwise requires,~ (a) “Act” means the Companies Act. 2013 (18 of 2013); (0) ‘Administrative overheads” means the expenses incurted by the company for general manag lement and administration’ of Corporate Social Responsibility functions in the company but shall no ‘include the expenses directly incurred for the designing, implementation, menitoring, and evaluati on of a particular Corporate Social Responsibility project or programme; (c) “Annexure” means the Annexure appended to these rules; (a) “Corporate Social Responsibility (CSR) means the activities undertaken by a Company in purs. Lanes ofits statutory obligation laid down in. saction 135 of the Act in accordance with the provisio 1s contained in these rules, but shall not include the following, namely (i) activities undertaken in pursuance of normal course of business of the company: Provided that ‘ony company engaged in research and development activity of new vaccine, drugs and medical d vices 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, 2022-2 2 subject to the conditions that- (a) such research and development activities shall be carried out in collaboration with any of the i stitutes or organisations mentioned in item (ix) of Schedule Vilto the Acts (b) details of such acti Board's Report; ity shall be disclosed separately in the Annual report on CSR included in the (i) any activity undertaken by the company outside India except for training of Indian sports perso innel representing any State or Union territory at national level or India at international level; (il) contribution of any amount directly or indirectly to any political party under section 182 of the Act (iv) activities benefiting employees of the company as defined in clause (k) of section 2 of the Co de on Wages, 2019 (29 of 2018); (v) cctivities supported by the companies on sponsorship basis for deriving marketing benefits for i ts products or services; (vi) activities carried out for fuliment of any other statutory obligations under any law in force in in dia:(e) “CSR Committee” means the Corporate Social Responsibility Committee of the Board referred t © in section 136 of the Act: (1) "C8R Policy” means a statement containing the approach and direction given by the board of a company, taking into account the recommendations of ts CSR Committee, and includes guiding p Finciples for selection, implementation and monitoring of activities as well as formulation of the ann ual action plan; (g) “international Organisation” means an organisation notified by the Central Government as a nternational organisation under section 3 of the United Nations (Privileges and immunities) Act, 194 7 (46 of 1947), to which the provisions of the Schedule to the said Act apply; (h) “not profit” means the net profit of a company as per its financial statement prepared in accor dance with the applicable provisions of the Act, but shall net 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 125 of the Act: Provided that in case of «foreign company covered u Inder these rules, net profit means the net proit of such company as per profit and loss account pr pared in terms of clause (a) of sub-section (1) of section 381 read with section 198 of the Act (0) “ongoing Project” means a multi-year project undertaken by @ Company in fulfiment ofits CSR ebligation having timelines not exceeding three years excluding the financial year in which it was co _mmenced, and shail include such project that was intially not approved as @ multi-year project but whose duration has been extended beyond one year by the board based on reasonable justifieatio n () “Public authority means ‘Public Authority's defined in clause (h) of section 2 of the Right to int ‘ormation Act, 2005 (22 of 2005); {k) "section" means a section of the Act (2) words and expressions used and not defined in these rules but defined in the Act shall have th same meanings respectively assigned to them in the Act. “] AmendmentSubstituted by The Companies (Corporate Social Responsibil ed 12.09.2018 Amendment Rules, 201 in sub-rule (1), in sub-clause (ii) of clause (c),for the words: cover subjects enumerated the following words shall be subtituted namely:- include activities, areas or subjects specified” 5 substituted by The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018 Da ted 19.09.2018, in sub-rule (1), in clause (e), for the words: company as the following words shall be subtituted namely:~ “company in areas or subjects 4, inserted by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2020. Dat ed 24.08.2020 Substituted by The Companies (Corporate Social Responsibility 20122012021 ‘Amendment effective from 22nd January 2021 Amendment Rules, 2021 Dat Original Content :- Original omitted Content:-2. Definitions (1) in these rules, uniess the context otherwise requires, - (c) “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 activites ! [areas or subjects] specified in Schedule Vilto the Ac tor (i) Projects or programs relating to activities undertaken by the board of directors of a company (8card) in pursuance of recommendations of the CSR Committee of the Board as per declared CSR F dlicy of the company subject to the condition that such policy will? [include activities, areas or subj ects] specified in Schedule Vil of the Act. (4) "CSR Committee" means the Corporate Social Responsibility Committee of the Board referred to in section 136 of the Act (€) “CSR Policy” relates to the activities to be undertaken by the 2 [company in areas or subjects] sp ecified in Schedule Vil to the Act and the expenditure thereon, excluding activities undertaken in pur suance of normal course of business of a company; 4 [Provided that any company engaged in research and development activity of new vaccine, drug 's and medical devices in their normal course of business may undertake research and developmen 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 in stitutes or organisations mentioned in item (ix) of Schedule Vito the Act (i) details of such activity shall be disclosed separately in the Annual Report on CSR included in the Board's Report} (1) “Net profit” means the net profit of a company as per its financial statement prepared in accord cance with the applicable provisions of the Act, but shail 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 (i) any dividend received from other companies in India, which are covered under and complying with the provisions of section 135 of the Act: Provided that net profit in respect of a financial year for which the relevant financial -statements we re prepared in accordance with the provisions of the Companies Act, 1956 (1 to 1956) shall not be re quired to be re-calculated in accordance with the provisions of the Act: Provided further that in case of «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 sub-se ction (1) of section 36! read with section 198 ofthe Act. (2) Words and expressions used and not defined in these rules but defined in the Act shall have the ‘same meanings respectively assigned to them in the Act. Amendment1 Inserted by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018 Dated 19092018 2. Substituted by The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018 D ated 19.09.2018 in sub-rule (1), in sub-clause (ii) of clause (c),for the words: cover subjects enumerated the following words shall be subtituted namely:- “include activities, areas or subjects specified’ 2, Substituted by The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018 D ted 9.092018 in sub-rule (1), in clause (e), for the words: company as the following words shall be subtituted namely:~ “company in areas or subjects" 4, inserted by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2020. Dat ed 2408.2020