Corporate Social Responsibility (CSR), Components, Importance, Stakeholders

Corporate Social Responsibility (CSR) refers to the ethical obligation of companies to contribute positively to society beyond their financial interests. It is a business model in which companies integrate social, environmental, and ethical concerns into their operations, decision-making processes, and interactions with stakeholders, such as employees, customers, investors, and communities. CSR is based on the idea that businesses should not only focus on generating profits but also consider their impact on society and the environment.

The concept of CSR has evolved from a simple philanthropic activity to a comprehensive approach where businesses strive to be responsible corporate citizens. Today, CSR encompasses a wide range of activities aimed at enhancing the well-being of communities, reducing environmental harm, promoting fair labor practices, and ensuring ethical business practices.

Components of CSR

  • Environmental Responsibility:

A significant component of CSR is the responsibility of companies to reduce their environmental footprint. This includes efforts to reduce pollution, conserve natural resources, manage waste, promote sustainable practices, and minimize the ecological impact of their operations. Many companies implement practices such as reducing carbon emissions, using renewable energy, recycling materials, and adopting sustainable sourcing practices to contribute positively to environmental protection.

  • Social Responsibility:

CSR also involves a company’s commitment to society and its people. Social responsibility focuses on improving the quality of life of employees, customers, and communities. This could include providing fair wages, promoting diversity and inclusion, supporting local community projects, and ensuring access to education and healthcare. Social responsibility is about companies engaging in ethical practices that benefit society at large.

  • Economic Responsibility:

CSR extends to ethical business practices, such as ensuring fair trade, avoiding corruption, and providing fair wages to employees. Economic responsibility also involves transparency in financial reporting, paying taxes, and fostering economic development through innovation and job creation. Companies are expected to generate profit in a manner that is ethical, fair, and sustainable for all stakeholders.

  • Ethical Responsibility:

Ethical responsibility in CSR involves conducting business in an honest, transparent, and fair manner. This includes ensuring that products and services are safe, treating employees and customers with respect, and adhering to legal and moral standards. It is also about ensuring that the company’s practices do not harm individuals or communities and that they operate with integrity.

  • Philanthropy:

Many companies engage in philanthropic activities such as charitable donations, volunteering, and sponsoring community development initiatives. While this is just one aspect of CSR, it plays a key role in improving the social and economic well-being of the communities where businesses operate.

  • Stakeholder Engagement:

A key element of CSR is maintaining good relationships with all stakeholders, including employees, customers, suppliers, investors, and local communities. By engaging stakeholders and addressing their concerns, companies can better understand societal expectations and improve their CSR strategies.

Importance of CSR:

  • Building Brand Reputation and Trust:

Companies that actively engage in CSR build a strong reputation as responsible corporate citizens. This enhances their brand image and fosters trust among consumers, investors, and other stakeholders. A positive reputation can lead to increased customer loyalty, improved employee morale, and better relationships with government and regulatory bodies.

  • Attracting and Retaining Talent:

Today’s workforce is increasingly attracted to companies that align with their values. Companies with strong CSR practices are more likely to attract top talent who want to work for organizations that are committed to making a positive impact. Employees who feel that their employer is socially responsible are also more likely to stay with the company long-term, leading to lower turnover rates.

  • Customer Loyalty:

Consumers are becoming more socially conscious and prefer to purchase from companies that share their values and demonstrate a commitment to social and environmental responsibility. CSR initiatives such as ethical sourcing, fair trade, and environmental sustainability can lead to greater customer loyalty and support for a company’s products and services.

  • Financial Performance:

Contrary to the belief that CSR is a financial burden, many studies have shown that companies that invest in CSR programs can achieve better financial performance over time. Engaging in ethical and socially responsible practices can lead to cost savings (e.g., through energy efficiency and waste reduction), enhanced brand value, and increased consumer demand.

  • Risk Management:

CSR can help companies mitigate risks related to their operations. By addressing social and environmental concerns, companies can avoid negative publicity, fines, and legal challenges. Proactively managing CSR helps businesses avoid potential controversies that could damage their reputation and harm their financial stability.

  • Sustainable Development:

CSR plays a crucial role in promoting sustainable development. By taking a long-term view of their impact on society and the environment, companies can contribute to sustainable economic development. CSR initiatives such as promoting renewable energy, reducing waste, and improving labor standards all support the global goal of sustainability.

CSR and Its Stakeholders:

  • Employees:

A company’s commitment to CSR enhances employee morale and job satisfaction. Employees tend to feel proud to work for an organization that is socially responsible and committed to ethical practices. CSR programs can also offer employees opportunities for personal involvement, such as volunteer work or engagement in community initiatives.

  • Customers:

Customers are increasingly seeking products and services that are produced ethically and sustainably. Companies that prioritize CSR are likely to attract socially conscious consumers who care about the origins and environmental impact of the products they purchase. CSR initiatives enhance customer loyalty and retention.

  • Shareholders and Investors:

Investors are placing greater emphasis on companies that adopt CSR practices. Many institutional investors look for businesses that not only promise financial returns but also adhere to environmental, social, and governance (ESG) principles. A strong CSR program can make a company more attractive to investors, leading to increased funding and support.

  • Communities:

CSR helps to improve the social and economic conditions of the communities where a company operates. Whether through donations, community development programs, or local environmental initiatives, businesses can directly contribute to improving the standard of living and well-being in the regions they serve.

  • Government and Regulatory Bodies:

Governments are increasingly requiring businesses to adhere to CSR-related regulations, especially in areas like environmental protection, labor rights, and corporate governance. Companies that proactively adopt CSR policies can reduce their exposure to regulatory risks and improve their relationship with government bodies.

Applicability of CSR as per Section 135 of Companies Act 2013:

Section 135 of the Companies Act, 2013 mandates Corporate Social Responsibility (CSR) for companies meeting specific financial thresholds. The provision applies to every company, including its holding or subsidiary and foreign companies having a branch office or project office in India, that satisfies any one of the following criteria in the immediately preceding financial year:

Applicability Criteria (Any one of the following):

  1. Net worth of ₹500 crore or more,

  2. Turnover of ₹1,000 crore or more, or

  3. Net profit of ₹5 crore or more.

Requirements for Applicable Companies

  1. CSR Committee:
    Companies to whom CSR is applicable must constitute a CSR Committee of the Board with:

    • At least 3 directors (including 1 independent director),

    • (Private companies need only 2 directors; unlisted/public companies with no independent director are exempt from appointing one).

  2. CSR Policy:
    The CSR Committee shall:

    • Formulate and recommend a CSR Policy to the Board,

    • Recommend the amount of expenditure,

    • Monitor the CSR policy implementation.

  3. Minimum CSR Expenditure:
    The Board must ensure that the company spends at least 2% of the average net profits (before tax) made during the three immediately preceding financial years on CSR activities.

  4. Disclosure:

CSR policy and initiatives must be disclosed in the Board’s report and on the company website, if any.

CSR Activities (Schedule VII)

CSR initiatives must fall under activities specified in Schedule VII, such as:

  • Eradicating hunger and poverty,

  • Promoting education and gender equality,

  • Environmental sustainability,

  • Protection of national heritage,

  • Support to armed forces veterans,

  • PM’s National Relief Fund, etc.

Penalty for Non-Compliance (Post Amendment):

As per the Companies (Amendment) Act, 2019:

  • If the required amount is not spent, the company must transfer the unspent amount to a specified fund (like PM CARES) within a stipulated time.

  • Non-compliance attracts penalty:

    • Company: Twice the unspent amount or ₹1 crore (whichever is less),

    • Officers in default: 1/10th of the unspent amount or ₹2 lakh (whichever is less).

Red herring prospectus, Components, Process, Importance

Red Herring Prospectus (RHP) is a preliminary document issued by a company that is planning to offer its securities (such as shares or bonds) to the public in an initial public offering (IPO) or other securities offering. The document provides important information about the company, including financial details, business operations, and risks, but it does not include the offer price or the number of securities being issued, which are typically finalized later.

The term “red herring” refers to the red ink used on the cover page of the document to highlight that the document is not the final prospectus and that certain details are yet to be finalized.

Purpose of Red Herring Prospectus:

The primary purpose of a Red Herring Prospectus is to inform potential investors about a company’s offerings, business, and financial situation while the company seeks to finalize the terms of its public offering. The document serves as a tool for initial evaluation by investors and is often used to generate interest in the offering.

Components of a Red Herring Prospectus

A Red Herring Prospectus typically includes several key sections, which help investors assess the offering, even though the final terms are still pending.

  • Company Overview:

RHP provides a comprehensive overview of the company’s history, management, structure, and business model. It outlines the products or services the company offers, its competitive landscape, and its strategic plans for growth.

  • Financial Information:

It includes key financial statements, such as the balance sheet, income statement, and cash flow statement, as well as financial ratios and performance metrics. This section helps investors gauge the company’s financial health, profitability, and potential risks.

  • Risk Factors:

One of the most important sections, the risk factors section, outlines potential risks that investors should be aware of before purchasing securities. These risks could include industry-specific risks, regulatory risks, market competition, and financial uncertainties.

  • Use of Proceeds:

This section explains how the company plans to utilize the funds raised from the offering. The funds might be used for purposes such as expansion, debt repayment, research and development, or working capital.

  • Management and Governance:

RHP contains details about the company’s directors, senior executives, and their experience and qualifications. Information about corporate governance practices, including board composition and committees, is also provided.

  • Offer Details (Preliminary):

RHP includes preliminary details of the offering, such as the size of the issue and the type of securities being offered, but does not specify the final offer price or the exact number of securities. These details will be determined closer to the offering date.

  • Legal and Regulatory Disclosures:

Information about the company’s legal standing, compliance with regulations, and any pending lawsuits or regulatory investigations will be disclosed in the RHP. This is crucial for investors to understand any potential legal or regulatory risks.

  • Underwriting Arrangements:

The underwriting section describes the institutions or banks that will manage the offering process and whether they are acting as lead underwriters. It provides details on underwriting fees, their responsibilities, and the process of distributing the shares to the public.

Red Herring Prospectus vs. Final Prospectus

Red Herring Prospectus is not the final document that investors receive. It is part of the IPO process and is used to generate interest in the offering before all details are finalized. The final prospectus, often referred to as the Prospectus, includes all the necessary details about the offering, including the offer price and the number of securities being issued. The final prospectus is issued once the company has completed its regulatory filing and the offer details are confirmed.

Process of Issuing a Red Herring Prospectus:

  • Preparation and Filing:

The company prepares a Red Herring Prospectus and files it with the regulatory authority (such as the Securities and Exchange Board of India (SEBI) in India or the U.S. Securities and Exchange Commission (SEC) in the United States). This document is made available to the public and investors before the offering.

  • Review by Regulatory Authorities:

The regulatory authorities review the RHP to ensure that all required disclosures are made and that it complies with securities laws. The company may need to make revisions based on feedback from the regulators.

  • Roadshow and Marketing:

After the regulatory approval, the company may conduct a “roadshow,” where the company’s management meets with potential institutional investors to generate interest in the offering. The RHP is typically used during these meetings to provide detailed information about the company.

  • Pricing and Final Prospectus:

After the roadshow, the company finalizes the offer price, the number of securities being issued, and other final terms. A final Prospectus is issued, which includes these finalized details, and the securities are offered to the public.

Importance of Red Herring Prospectus:

  • Transparency:

RHP helps ensure transparency in the process of raising funds through public offerings. By providing crucial financial data, business details, and risk factors, it allows potential investors to make informed decisions.

  • Regulatory Compliance:

The Red Herring Prospectus ensures that the company is in compliance with legal and regulatory requirements. It helps authorities assess whether the offering meets the necessary standards.

  • Investor Confidence:

By making the company’s plans, risks, and financial health publicly available, the RHP fosters investor confidence. Potential investors can assess the viability of the investment and decide whether they wish to participate in the offering.

  • Market Reception:

RHP allows the company to gauge the market’s interest in its securities offering, which can help in determining the final price range and quantity of the securities to be issued.

Organization Theory

The Organizational Theory refers to the set of interrelated concepts, definitions that explain the behavior of individuals or groups or subgroups, who interacts with each other to perform the activities intended towards the accomplishment of a common goal.

In other words, the organizational theory studies the effect of social relationships between the individuals within the organization along with their actions on the organization as a whole. Also, it studies the effects of internal and external business environment such as political, legal, cultural, etc. on the organization.

The term organization refers to the group of individuals who come together to perform a set of tasks with the intent to accomplish the common objectives. The organization is based on the concept of synergy, which means, a group can do more work than an individual working alone.

Thus, in order to study the relationships between the individuals working together and their overall effect on the performance of the organization is well explained through the organizational theories. Some important organizational theories are:

  1. Classical Theory
  2. Scientific Management Theory
  3. Administrative Theory
  4. Bureaucratic Theory
  5. Neo-Classical Theory
  6. Modern Theory

An organizational structure plays a vital role in the success of any enterprise. Thus, the organizational theories help in identifying the suitable structure for an organization, efficient enough to deal with the specific problems.

Classical Theory

The Classical Theory is the traditional theory, wherein more emphasis is on the organization rather than the employees working therein. According to the classical theory, the organization is considered as a machine and the human beings as different components/parts of that machine.

The classical theory has the following characteristics:

  1. It is built on an accounting model.
  2. It lays emphasis on detecting errors and correcting them once they have been committed.
  3. It is more concerned with the amount of output than the human beings.
  4. The human beings are considered to be relatively homogeneous and unmodifiable. Thus, labor is not divided on the basis of different kinds of jobs to be performed in an organization.
  5. It is assumed that employees are relatively stable in terms of the change, in an organization.
  6. It is assumed that the authority and control should be vested with the central authority only, in order to have a centralized and integrated system.

Some writers of the classical theory emphasized on the technological aspects of the organization and how the individuals can be made more efficient, while others emphasized on the structural aspects of an organization so that individuals collectively can be made more efficient. Thus, this purview of different writers resulted in the formation of two distinct streams:

  • Scientific Management Stream
  • Administrative Management Stream

Thus, according to this theory the human beings are just considered as a means of production.

Scientific Management Theory

Scientific Management Theory is well known for its application of engineering science at the production floor or the operating levels. The major contributor of this theory is Fredrick Winslow Taylor, and that’s why the scientific management is often called as “Taylorism”.

The scientific management theory focused on improving the efficiency of each individual in the organization. The major emphasis is on increasing the production through the use of intensive technology, and the human beings are just considered as adjuncts to machines in the performance of routine tasks.

The scientific management theory basically encompasses the work performed on the production floor as these tasks are quite different from the other tasks performed within the organization. Such as, these are repetitive in nature, and the individual workers performing their daily activities are divided into a large number of cyclical repetition of same or closely related activities. Also, these activities do not require the individual worker to exercise complex-problem solving activity. Therefore, more attention is required to be imposed on the standardization of working methods and hence the scientific management theory laid emphasis on this aspect.

The major principles of scientific management, given by Taylor, can be summarized as follows:

  • Separate planning from doing.
  • The Functional foremanship of supervision,i.e. Eight supervisors required to give directions and instructions in their respective fields.
  • Time, motion and fatigue studies shall be used to determine the fair amount of work done by each individual worker.
  • Improving the working conditions and standardizing the tools, period of work and cost of production.
  • Proper scientific selection and training of workmen should be done.
  • The financial incentives should be given to the workers to boost their productivity and motivate them to perform well.

Thus, the scientific management theory focused more on mechanization and automation, i.e., technical aspects of efficiency rather than the broader aspects of human behavior in the organization.

Administrative Theory

Administrative Theory is based on the concept of departmentalization, which means the different activities to be performed for achieving the common purpose of the organization should be identified and be classified into different groups or departments, such that the task can be accomplished effectively.

The administrative theory is given by Henri Fayol, who believed that more emphasis should be laid on organizational management and the human and behavioral factors in the management. Thus, unlike the scientific management theory of Taylor where more emphasis was on improving the worker’s efficiency and minimizing the task time, here the main focus is on how the management of the organization is structured and how well the individuals therein are organized to accomplish the tasks given to them.

The other difference between these two is, the administrative theory focuses on improving the efficiency of management first so that the processes can be standardized and then moves to the operational level where the individual workers are made to learn the changes and implement those in their routine jobs. While in the case of the scientific management theory, it emphasizes on improving the efficiency of the workers at the operating level first which in turn improves the efficiency of the management. Thus, the administrative theory follows the top-down approach while the scientific management theory follows the bottom-up approach.

Bureaucratic Theory

Bureaucratic Theory is related to the structure and administrative process of the organization and is given by Max Weber, who is regarded as the father of bureaucracy. What is Bureaucracy? The term bureaucracy means the rules and regulations, processes, procedures, patterns, etc. that are formulated to reduce the complexity of organization’s functioning.

According to Max Weber, the bureaucratic organization is the most rational means to exercise a vital control over the individual workers. A bureaucratic organization is one that has a hierarchy of authority, specialized work force, standardized principles, rules and regulations, trained administrative personnel, etc.

The Weber’s bureaucratic theory differs from the traditional managerial organization in the sense; it is impersonal, and the performance of an individual is judged through rule-based activity and the promotions are decided on the basis of one’s merits and performance.

Also, there is a hierarchy in the organization, which represents the clear lines of authority that enable an individual to know his immediate supervisor to whom he is directly accountable. This shows that bureaucracy has many implications in varied fields of organization theory.

Thus, Weber’s bureaucratic theory contributes significantly to the classical organizational theory which explains that precise organization structure along with the definite lines of authority is required in an organization to have an effective workplace.

Modern Theory

Modern Theory is the integration of valuable concepts of the classical models with the social and behavioral sciences. This theory posits that an organization is a system that changes with the change in its environment, both internal and external.

There are several features of the modern theory that make it distinct from other sets of organizational theories, these are:

  1. The modern theory considers the organization as an open system. This means an organization consistently interacts with its environment, so as to sustain and grow in the market. Since, the organization adopts the open system several elements such as input, transformation, process, output, feedback and environment exists. Thus, this theory differs from the classical theory where the organization is considered as a closed system.
  2. Since the organization is treated as an open system, whose survival and growth is determined by the changes in the environment, the organization is said to be adaptive in nature, which adjusts itself to the changing environment.
  3. The modern theory considers the organization as a system which is dynamic.
  4. The modern theory is probabilistic and not deterministic in nature. A deterministic model is one whose results are predetermined and whereas the results of the probabilistic models are uncertain and depends on the chance of occurrence.
  5. This theory encompasses multilevel and multidimensional aspects of the organization. This means it covers both the micro and macro environment of the organization. The macro environment is external to the organization, while the micro environment is internal to the organization.
  6. The modern theory is multi-variable, which means it considers multiple variables simultaneously. This shows that cause and effect are not simple phenomena. Instead, the event can be caused as a result of several variables which could either be interrelated or interdependent.

The scientists from different fields have made major contributions to the modern theory. They emphasized on the importance of communication and integration of individual and organizational interest as prerequisites for the smooth functioning of the organization.

Neo-Classical theory

The Neo-Classical Theory is the extended version of the classical theory wherein the behavioral sciences gets included into the management. According to this theory, the organization is the social system, and its performance does get affected by the human actions.

The classical theory laid emphasis on the physiological and mechanical variables and considered these as the prime factors in determining the efficiency of the organization. But, when the efficiency of the organization was actually checked, it was found out that, despite the positive aspect of these variables the positive response in work behavior was not evoked.

Thus, the researchers tried to identify the reasons for human behavior at work. This led to the formation of a NeoClassical theory which primarily focused on the human beings in the organization. This approach is often referred to as “behavioral theory of organization” or “human relations” approach in organizations.

The NeoClassical theory posits that an organization is the combination of both the formal and informal forms of organization, which is ignored by the classical organizational theory. The informal structure of the organization formed due to the social interactions between the workers affects and gets affected by the formal structure of the organization. Usually, the conflicts between the organizational and individual interest exist, thus the need to integrate these arises.

The NeoClassical theory asserts that an individual is diversely motivated and wants to fulfill certain needs. The communication is an important yardstick to measure the efficiency of the information being transmitted from and to different levels of the organization. The teamwork is the prerequisite for the sound functioning of the organization, and this can be achieved only through a behavioral approach, i.e. how individual interact and respond to each other.

Forfeiture of equity Share

Forfeiture of equity shares refers to the process by which a company cancels or terminates the ownership rights of a shareholder who has failed to pay the full amount of the share capital or has breached other terms and conditions of the share agreement. This means that the shareholder loses both the shares and any money that was paid toward the share value. Forfeiture is typically implemented when a shareholder fails to pay the calls for unpaid amounts on shares, and it serves as a means for the company to reclaim the shares.

Reasons for Forfeiture of Shares:

Forfeiture typically occurs due to the following reasons:

  • Non-payment of Calls:

The most common reason for the forfeiture of shares is when a shareholder fails to pay the calls (amounts due) on the shares within the specified period. A company may issue calls for unpaid amounts on the shares, and if the shareholder does not pay within the stipulated time frame, the company can decide to forfeit the shares.

  • Failure to Pay Share Application or Allotment Money:

Shareholder may be unable or unwilling to pay the application money or allotment money when it is due, leading to the forfeiture of the shares.

  • Breach of Terms and Conditions:

If the shareholder violates the terms of the share agreement, the company may decide to forfeit their shares.

  • Non-compliance with Company Rules:

If a shareholder fails to adhere to certain rules laid down by the company (such as violating shareholder agreements), the company may initiate forfeiture.

Procedure for Forfeiture of Shares:

  • Issuance of Call for Payment:

Before forfeiture occurs, the company usually issues a call notice to the shareholders to pay the amount due on the shares. The call notice specifies the amount payable and the deadline by which the payment must be made.

  • Failure to Pay:

If the shareholder fails to make the payment by the specified due date, the company sends a second notice requesting the payment. This notice usually informs the shareholder that, if the payment is not made, the shares may be forfeited.

  • Board Resolution:

If the shareholder does not make the payment even after the second notice, the company’s board of directors may pass a resolution to forfeit the shares. This decision is made during a board meeting and is documented in the minutes of the meeting.

  • Announcement of Forfeiture:

After passing the resolution, the company announces the forfeiture of the shares. This is typically recorded in the company’s records, and the shareholder is informed of the decision. The shareholder loses their rights and ownership in the shares, and the amount paid toward the shares up until that point is forfeited.

  • Return of Shares to the Company:

Once the shares are forfeited, they are returned to the company, and the shareholder no longer has any claim over the shares.

Effect of Forfeiture

  • Cancellation of Shares:

Once shares are forfeited, they are canceled by the company, and the shareholder loses all rights associated with them. The forfeited shares cannot be sold or transferred to another person, as they are no longer valid.

  • No Refund of Paid Amount:

The amount already paid by the shareholder is forfeited, and the shareholder is not entitled to a refund, even though they have lost their ownership in the shares.

  • Company Gains the Right to Reissue:

After forfeiture, the company has the right to reissue the forfeited shares. These shares can be sold to other investors to raise capital for the company. The company may reissue the shares at a discount or at the nominal value, depending on the circumstances.

  • Loss of Voting Rights:

Once the shares are forfeited, the shareholder loses the right to vote at general meetings, as well as any other rights tied to share ownership, such as receiving dividends or participating in company decisions.

Accounting Treatment of Forfeited Shares:

  • Amount Received from the Shareholder:

When a shareholder’s shares are forfeited, the amount received for those shares is transferred to a separate Forfeited Shares Account. The balance in this account represents the amounts paid by the shareholder up until the forfeiture.

  • Adjusting Share Capital:

The amount received from the forfeited shares is transferred from the Share Capital Account to the Forfeited Shares Account. This reduces the total share capital of the company.

  • Reissue of Forfeited Shares:

If the company reissues the forfeited shares, the amount received from the reissue is credited to the Forfeited Shares Account, and the difference between the original amount paid and the amount received on reissue is adjusted accordingly.

  • Profit or Loss on Forfeiture:

If the amount paid on the reissued shares is more than the original amount paid by the shareholder, the company records a gain. If the amount is less, a loss is recognized.

Legal and Regulatory Framework:

Under the Companies Act of 2013 in India, the forfeiture of shares is governed by Section 50. It specifies that a company must follow a proper process, including giving notice to the shareholder before forfeiting the shares. Forfeiture can only occur after a resolution is passed by the company’s board of directors.

Similarly, in other jurisdictions like the UK and the US, there are provisions in place that guide how and when shares can be forfeited. While the process is similar across countries, it is important to refer to the specific regulations in the relevant jurisdiction for compliance.

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