valid as on 17/12/2024

Section 135. Corporate Social Responsibility
Effective from 01-04-2014

(1) Every  having  of rupees five hundred crore or more, or  of rupees one thousand crore or more or a net profit of rupees five crore or more during any   shall constitute a of the Board consisting of three or more  , out of which at least one director shall be an .

where a company is not required to appoint an independent director under sub-section (4) of section 149, it shall have in its Corporate Social Responsibility Committee two or more directors.

(2) The Board’s report under sub-section (3) of section 134 shall disclose the composition of the Corporate Social Responsibility Committee.

(3) The Corporate Social Responsibility Committee shall,—

(a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in ;

(b) recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

(c) monitor the Corporate Social Responsibility Policy of the company from time to time.

(4) The Board of every company referred to in sub-section (1) shall,—

(a) after taking into account the recommendations made by the Corporate Social Responsibility Committee, approve the Corporate Social Responsibility Policy for the company and disclose contents of such Policy in its report and also place it on the company’s website, if any, in such manner ; and

(b) ensure that the activities as are included in Corporate Social Responsibility Policy of the company are undertaken by the company.

(5) The Board of every company referred to in sub-section (1), shall ensure that the company spends, in every financial year, at least two per cent. of the average net profits of the company made during the three immediately preceding ,  in pursuance of its Corporate Social Responsibility Policy:

Provided that the company shall give preference to the around it where it operates, for spending the amount earmarked for Corporate Social Responsibility activities:

Provided further that if the company fails to spend such amount, the Board shall, in its report made under clause (o) of sub-section (3) of section 134, specify the reasons for not spending the amount .

 

that if the company spends an amount in excess of the requirements provided under this sub-section, such company may set off such excess amount against the requirement to spend under this sub-section for such number of succeeding financial years and in such manner,

 

Explanation.—For the purposes of this section “average net profit” shall be calculated in accordance with the provisions of section 198.

.—For the purposes of this section “net profit” shall not include such sums , and shall be calculated in accordance with the provisions of section 198.

Any amount remaining unspent under sub-section (5), pursuant to any ongoing project, fulfilling such conditions , undertaken by a company in persuance of its Corporate Social Responsibility Policy, shall be transferred by the company within a period of thirty days from the end of the financial year to a special account to be opened by the company in that behalf for that financial year in any scheduled bank to be called the Unspent Corporate Social Responsibility Account, and such amount shall be spent by the company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer, failing which, the company shall transfer the same to a Fund specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year.

 

  If a company is in default in complying with the provisions of sub-section ( 5 ) or sub section ( 6), the company shall be liable to a penalty of twice the amount required to be transferred by the company to the Fund specified in Schedule VII or the Unspent Corporate Social Responsibility Account, as the case may be, or one crore rupees, whichever is less, and every officer of the company who is in default shall be liable to a penalty of one-tenth of the amount required to be transferred by the company to such Fund specified in Schedule VII, or the Unspent Corporate Social Responsibility Account, as the case may be, or two lakh rupees, whichever is less.”

If a company contravenes the provisions of sub-section (5) or sub-section (6), the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to twenty-five lakh rupees and every officer of such company who is in default shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both.

 

The Central Government may give such general or special directions to a company or class of companies as it considers necessary to ensure compliance of provisions of this section and such company or class of companies shall comply with such directions.

 

Where the amount to be spent by a company under sub-section (5) does not exceed fifty lakh rupees, the requirement under sub-section (1) for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company.

Refer General Circular 14/2021-FAQs on Corporate Social Responsibility (CSR) dated 25.08.2021. To view the circular, Click Here

Circular on COVID-19 related Frequently Asked Questions (FAQs) on Corporate Social Responsibility (CSR) dated 10.04.2020. To view the circular, Click Here.

MCA has extended the due date for submission of report by three months w.e.f., 04.03.2019 vide its Circular dated 08.03.2019. To view the Circular, Click Here.

MCA has re constituted High Level Committee on CSR vide Office Order dated 22.11.2018. To view the Office Order, Click Here .

MCA has constituted High Level Committee on CSR vide Office Order dated 28.09.2018. The Committee got re-constituted vide  Office Order dated 11.10.2018 To view the Office Order, Click Here.

This section shall not apply for a period of five years from the commencement of business of a Specified IFSC public company and IFSC Private Company vide GSR 8(E)and GSR 9(E) dated 04.01.2017.To view the notification Click Here

2(20) Company means a company incorporated under this Act or under any previous company law
2(57) Net Worth, means the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation
2(91) Turnover means the gross amount of revenue recognized in the profit and loss account from the sale, supply, or distribution of goods or on account of services rendered, or both, by a company during a financial year;
2(42) Financial year, in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up:

Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Tribunal may, if it is satisfied, allow any period as its financial year, whether or not that period is a year:

Provided further that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of this clause

Provided also that in case of a Specified IFSC public company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.

Provided also that in case of a Specified IFSC private company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.

Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 19.09.2018. To view the notification,Click Here
Refer Corporate Social Responsibility Policy Rules,2014.To view the rule,Click Here
2(34) Director means a director appointed to the Board of a company
2(47) Independent director means an independent director referred to in sub-section (6) of section 149
Inserted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 19.09.2018. To view the notification,Click Here
To view the Schedule,Click Here
Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 19.09.2018. To view the notification,Click Here
Refer rule 9 of the Companies (Accounts) Rules,2014.To view the rule,Click Here
2(41) Financial Year, in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up:

Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary or associate company of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Tribunal may, if it is satisfied, allow any period as its financial year, whether or not that period is a year:

Provided further that any application pending before the Tribunal as on the date of commencement of the Companies (Amendment) Act, 2019, shall be disposed of by the Tribunal in accordance with the provisions applicable to it before such commencement.

Provided also that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of this clause

Provided also that in case of a Specified IFSC public company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.

Provided also that in case of a Specified IFSC private company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.

  1. Inserted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 notified with effect from 22.01.2021. To view the Amendment Act, Click Here. To view the Commencement notification, Click Here
MCA has clarified that this provision should be followed in letter and spirit vide General Circular No. 06/2018 dated 28.05.2018. To view the Circular, Click Here
  1. Inserted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 notified with effect from 22.01.2021. To view the Amendment Act, Click Here. To view the Commencement notification, Click Here.
  1. Inserted vide Companies (Amendment) Act, 2020 dated 28.09.2020 with effect from 22.01.2021. To view the Act, Click Here and to view the commencement notification, Click Here.
    2. Refer Clarification on offsetting the excess CSR spent for FY 2019-20 dated 20.05.2021. To view the clarification, Click Here
Refer rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.To view the rule,Click Here
Inserted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 19.09.2018. To view the notification,Click Here
Refer rule 2 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.To view the rule,Click Here
  1. Inserted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 notified with effect from 22.01.2021. To view the Amendment Act, Click Here. To view the Commencement notification, Click Here.
Refer rule 2 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.To view the rule,Click Here
Substituted vide Companies (Amendment) Act, 2020 dated 28.09.2020 with effect from 22.01.2021. To view the Act, Click Here and to view the commencement notification, Click Here.
  1. Inserted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 notified with effect from 22.01.2021. To view the Amendment Act, Click Here. To view the Commencement notification, Click Here.
  1. Inserted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 notified with effect from 22.01.2021. To view the Amendment Act, Click Here. To view the Commencement notification, Click Here.
Inserted vide Companies (Amendment) Act, 2020 dated 28.09.2020 with effect from 22.01.2021. To view the Act, Click Here and to view the commencement notification, Click Here.

9.1.12-Companies (Accounts) Rules, 2014

Filing of financial statements and fees to be paid thereon.-

(1) Every company shall file the with Registrar together with    .

Every Non-Banking Financial Company (NBFC) that is required to comply with Indian Accounting Standards (Ind AS) shall file the financial statements with Registrar together with and the consolidated financial statement, if any, with .

Every company covered under the provisions of sub-section (1) to section 135 shall furnish a report on Corporate Social Responsibility in to the Registrar for the preceding financial year (2020-2021) and onwards as an addendum to Form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be:

Provided that for the preceding financial year (2020-2021), shall be filed separately on or before   31st March 2022, after filing Form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be.

 

for the financial year 2023-2024, Form CSR-2 shall be filed separately on or before 31st December, 2024 after filing Form No. AOC-4 or Form No. AOC-4-NBFC (Ind AS), as specified in these rules or Form No. AOC-4 XBRL as specified in the Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2015 as the case may be.

(2) The class of companies as may be notified by the Central Government from time to time, shall mandatorily file their financial statement in Extensible Business Reporting Language (XBRL) format and the Central Government may specify the manner of such filing under such notification for such class of companies.

Explanation.- For the purposes of this sub-rule, the term “Extensible Business Reporting Language” means a standardised language for communication in electronic form to express, report or file financial information by companies under this rule.

(3) The fees or additional fees referred to in sub-section (1) of section 137 and in the second proviso to the said subsection and in sub-section (2) of the said section shall be as specified in the Companies (Registration Offices and Fees) Rules, 2014.

 The period of filing AOC-4 XBRL (using IndAS) for FY 2016-17 without additional fee is extended to May 31,2018, vide General Circular No. 04/2018 dated 27.04.2018. To view the Circular, Click Here

The period of filing AOC-4 XBRL (using IndAS) for FY 2016-17 without additional fee is extended to April 30,2018, vide General Circular No. 01/2018 dated 28.03.2018. To view the Circular, Click Here

The period of filing AOC-4 XBRL (using IndAS) for FY 2016-17 without additional fee is extended to March 31,2018, vide General Circular No. 13/2017. To view the Circular, Click Here

The period of filing AOC-4, AOC-4 XBRL and AOC-4-CFS (Non-IndAS) for FY 2016-17 without additional fee is extended to November 28,2017, vide General Circular No. 14/2017. To view the Circular, Click Here

MCA has extended last date to file forms MGT-7 and AOC-4 to Companies having their registered office in State of Kerala upto 31.12.2018 vide General Circular No. 09/2018 dated 05.10.2018. To view the Circular,Click Here. The Form is substituted vide, the Companies (Accounts) Amendment Rules, 2017 dated 7.11.2017.

To view the notification,Click Here

To view the return,Click Here

Inserted vide Companies (Accounts) Second Amendment Rules,2015 To view the notification,Click Here
To view the return,Click Here
Inserted vide notification on Companies (Accounts) Amendment Rules, 2020 dated 30.01.2020. To view the notification, Click Here.
To view the return, Click Here.
To view the return, Click Here.
Inserted vide notification on Companies (Accounts) Amendment Rules, 2022 dated 11.02.2022. To view the notification, Click Here.
To view the return, Click Here.
To view the return, Click Here.
Substituted vide Companies (Accounts) Third Amendment Rules, 2022 notification dated 31.05.2022. To view the notification, Click Here
Substituted vide Companies (Accounts) Second Amendment Rules, 2022 notification dated 31.03.2022. To view the notification, Click Here
Inserted vide notification on Companies (Accounts) Third  Amendment Rules, 2022 dated 31.05.2022. To view the notification, Click Here.
Inserted vide MCA Notification dated 31.05.2023 regarding Companies (Accounts) Second Amendment Rules, 2023. To view the notification, Click Here.
Inserted vide MCA Notification dated 24.09.2024 regarding Companies (Accounts) Amendment Rules, 2024. To view the notification, Click Here.

9.1.9 Companies (Accounts) Rules,2014

9. Disclosures about CSR Policy.-

The disclosure of contents of Corporate Social Responsibility Policy in the Board’s report and on the company’s website, if any, shall be as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014.


9.4.1- Companies (Corporate Social Responsibility Policy) Rules, 2014

1. Short title and commencement. –

(1) These rules may be called the Companies (Corporate Social Responsibility Policy) Rules, 2014.

(2) They shall come into force on the 1st day of April, 2014.


9.4.10- Companies (Corporate Social Responsibility Policy) Rules, 2014

Until a fund is specified in Schedule VII for the purposes of subsection (5) and(6) of section 135 of the Act, the unspent CSR amount, if any, shall be transferred by the company to any fund included in schedule VII of the Act.

Inserted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22.01.2021 To view the notification, Click Here

9.4.2- Companies (Corporate Social Responsibility Policy) Rules, 2014

– (1) In these rules, unless the context otherwise requires,-

(a) “Act” means the Companies Act, 2013 (18 of 2013);

(b) “Administrative overheads” means the expenses incurred by the company for ‘general management and administration’ of Corporate Social Responsibility functions in the company but shall not include the expenses directly incurred for the designing, implementation, monitoring, and evaluation of a particular Corporate Social Responsibility project or programme;

(c) “Annexure” means the Annexure appended to these rules;

(d) “Corporate Social Responsibility (CSR)” means the activities undertaken by a Company in pursuance of its statutory obligation laid down in section 135 of the Act in accordance with the provisions 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 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, 2022-23 subject to the conditions that

(a) 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;

(b) details of such activity shall be disclosed separately in the Annual report on CSR included in the Board’s Report;

(ii) any activity undertaken by the company outside India except for training of Indian sports personnel representing any State or Union territory at national level or India at international level;

(iii) contribution of any amount directly or indirectly to any political party under section 182 of the Act;

(iv) activities benefitting employees of the company as defined in clause (k) of section 2 of the Code on Wages, 2019 (29 of 2019);

(v) activities supported by the companies on sponsorship basis for deriving marketing benefits for its products or services;

(vi) activities carried out for fulfilment of any other statutory obligations under any law in force in India;

(e) “CSR Committee” means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Act;

(f) “CSR Policy” means a statement containing the approach and direction given by the board of a company, taking into account the recommendations of its CSR Committee, and includes guiding principles for selection, implementation and monitoring of activities as well as formulation of the annual action plan;

(g) “International Organisation” means an organisation notified by the Central Government as an international organisation under section 3 of the United Nations (Privileges and Immunities) Act, 1947 (46 of 1947), to which the provisions of the Schedule to the said Act apply;

(h) “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:

Provided 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 sub-section (1) of section 381, read with section 198 of the Act;

(i) “Ongoing Project” means a multi-year project undertaken by a Company in fulfilment of its CSR obligation having timelines not exceeding three years excluding the financial year in which it was commenced, and shall include such project that was initially not approved as a multi-year project but whose duration has been extended beyond one year by the board based on reasonable justification;

(j) “Public Authority” means ‘Public Authority’ as defined in clause (h) of section 2 of the Right to Information 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 the same meanings respectively assigned to them in the Act.

(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 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 will 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;

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:

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:

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.

(2) used and not defined in these rules but defined in the Act shall have the same meanings respectively assigned to them in the Act.

Substituted Rule 2 vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22.01.2021. To view the Notification, Click Here
Substituted Rule 2 vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22.01.2021. To view the Notification, Click Here 
Inserted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018, dated 19.09.2018. To view the notification,Click Here
Substituted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018, dated 19.09.2018. To view the notification,Click Here
Inserted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2020, dated 24.08.2020. To view the notification,Click Here
 words and expressions used and not defined in this Act but defined in the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or the Securities and Exchange Board of India Act, 1992 (15 of 1992) or the Depositories Act, 1996 (22 of 1996) shall have the meanings respectively assigned to them in those Acts

9.4.3- Companies (Corporate Social Responsibility Policy) Rules, 2014

3. Corporate Social Responsibility. –

(1) Every company including its holding or subsidiary, and a foreign company defined under clause (42) of section 2 of the Act having its branch office or project office in India, which fulfills the criteria specified in sub-section (1) of section 135 of the Act shall comply with the provisions of section 135 of the Act and these rules:

Provided that net worth, turnover or net profit of a foreign company of the Act shall be computed in accordance with balance sheet and profit and loss account of such company prepared in accordance with the provisions of clause (a) of sub-section (1) of section 381 and section 198 of the Act.

further that a company having any amount in its Unspent Corporate Social Responsibility Account as per sub-section (6) of section 135 shall constitute a CSR Committee and comply with the provisions contained in sub-sections (2) to (6) of the said section.

Every company which ceases to be a company covered under sub-section (1) of section 135 of the Act for three consecutive financial years shall not be required to –

(a) constitute a CSR Committee; and

(b) comply with the provisions contained in sub-section (2) to (5) of the said section, till such time it meets the criteria specified in sub-section (1) of section 135.“]

Inserted vide MCA Notification dated 20.09.2022 regarding Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022. To view the Notification, Click here.
Omitted vide MCA Notification dated 20.09.2022 regarding Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022. To view the Notification, Click here.
Substituted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22.01.2021. To view the Notification, Click Here

9.4.4- Companies (Corporate Social Responsibility Policy) Rules, 2014

 The Board shall ensure that the CSR activities are undertaken by the company itself or through, –

(a) a company established under section 8 of the Act, or a registered public trust or a registered society, exempted under sub-clauses (iv), (v), (vi) or (via) of clause (23C) of section 10 or registered under section 12A and approved under 80 G of the Income Tax Act, 1961 (43 of 1961), established by the company, either singly or along with any other company; or

(b) a company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government; or

(c) any entity established under an Act of Parliament or a State legislature; or

(d) a company established under section 8 of the Act, or a registered public trust or a registered society, exempted under sub-clauses (iv), (v), (vi) or (via) of clause (23C) of section 10 or registered under section 12A and approved under 80 G of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar activities.

Explanation.- For the purpose of clause (c), the term “entity” shall mean a statutory body constituted under an Act of Parliament or State legislature to undertake activities covered in Schedule VII of the Act.

The Board shall ensure that the CSR activities are undertaken by the company itself or through –

(a) a company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80 G of the Income Tax Act, 1961 (43 of 1961), established by the company, either singly or along with any other company, or

(b) a company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government; or

(c) any entity established under an Act of Parliament or a State legislature; or

(d) a company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80G of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar activities.

(2) (a) Every entity, covered under sub-rule (1), who intends to undertake any CSR activity, shall register itself with the Central Government by filing the form CSR-1 electronically with the Registrar, with effect from the 01st day of April 2021:

Provided that the provisions of this sub-rule shall not affect the CSR projects or programmes approved prior to the 01st day of April 2021.

(b) Form CSR-1 shall be signed and submitted electronically by the entity and shall be verified digitally by a Chartered Accountant in practice or a Company Secretary in practice or a Cost Accountant in practice.

(c) On the submission of the Form CSR-1 on the portal, a unique CSR Registration Number shall be generated by the system automatically.

(3) A company may engage international organisations for designing, monitoring and evaluation of the CSR projects or programmes as per its CSR policy as well as for capacity building of their own personnel for CSR.

(4) A company may also collaborate with other companies for undertaking projects or programmes or CSR activities in such a manner that the CSR committees of respective companies are in a position to report separately on such projects or programmes in accordance with these rules.

(5) The Board of a company shall satisfy itself that the funds so disbursed have been utilised for the purposes and in the manner as approved by it and the Chief Financial Officer or the person responsible for financial management shall certify to the effect.

(6) In case of ongoing project, the Board of a Company shall monitor the implementation of the project with reference to the approved timelines and year-wise allocation and shall be competent to make modifications, if any, for smooth implementation of the project within the overall permissible time period. ”.

(1) The CSR activities shall be undertaken by the company, as per its stated CSR Policy, as projects or programs or activities (either new or ongoing),

The Board of a company may decide to undertake its CSR activities approved by the CSR Committee, through

(a) a company established under section 8 of the Act or a registered trust or a registered society, established by the company, either singly or alongwith any other company, or

(b) a company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government or any entity established under an Act of Parliament or a State legislature :

Provided that- if, the Board of a company decides to undertake its CSR activities through a company established under section 8 of the Act or a registered trust or a registered society, other than those specified in this sub-rule, such company or trust or society shall have an established track record of three years in undertaking similar programs or projects; and the company has specified the projects or programs to be undertaken, the modalities of utilisation of funds of such projects and programs and the monitoring and reporting mechanism.

(2) The Board of a company may decide to undertake its CSR activities approved by the CSR Committee, through a registered trust or a registered society or a company [established by the company or its holding or subsidiary or associate company under section 8 of the Act or otherwise] 

Provided that—

(i) if such trust, society or company is [not established by the company or its holding or subsidiary or associate company ] shall have an established track record of three years in undertaking similar programs or projects;

(ii) the company has specified the project or programs to be undertaken through these entities, the modalities of utilization of funds on such projects and programs and the monitoring and reporting mechanism.

(3) A company may also collaborate with other companies for undertaking projects or programs or CSR activities in such a manner that the CSR Committees of respective companies are in a position to report separately on such projects or programs in accordance with these rules.

(4) Subject to provisions of sub-section (5) of section 135 of the Act, the CSR projects or programs or activities undertaken in India only shall amount to CSR Expenditure.

(5) The CSR projects or programs or activities that benefit only the employees of the company and their families shall not be considered as CSR activities in accordance with section 135 of the Act.

(6) Companies may build CSR capacities of their own personnel as well as those of their Implementing agencies through Institutions with established track records of at least three financial years but such expenditure  shall not exceed five percent. of total CSR expenditure of the company in one financial year.

(7) Contribution of any amount directly or indirectly to any political party under section 182 of the Act, shall not be considered as CSR activity.

Rule 4 Substituted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22.01.2021. To view the Notification, Click Here
Sub-rule (1) Substituted vide MCA Notification dated 20.09.2022 regarding Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022. To view the Notification, Click here.
Rule 4 Substituted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22.01.2021. To view the Notification, Click Here 
Omitted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2020, dated 24.08.2020. To view the notification,Click Here
Substituted vide notification No. G.S.R. 540 (E) dated 23rd May,2016. To view the notification,Click Here
 Substituted vide notification No. G.S.R. 43 (E) dated 19th January, 2015. To view the notification,Click Here
Substituted vide notification No. G.S.R. 43 (E) dated 19th January, 2015. To view the notification,Click Here
Inserted by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2014 vide notification no.G.S.R. 644(E) dated 12 September 2014. To view the notification,Click Here

9.4.5- Companies (Corporate Social Responsibility Policy) Rules, 2014

5. CSR Committees.-

(1) The companies mentioned in the rule 3 shall constitute CSR Committee as under.-

(i) an unlisted public company or a private company covered under sub-section (1) of section 135 which is not required to appoint an independent director pursuant to sub-section (4) of section 149 of the Act, shall have its CSR Committee without such director ;

(ii) a private company having only two directors on its Board shall constitute its CSR Committee with two such directors;

(iii) with respect to a foreign company covered under these rules, the CSR Committee shall comprise of at least two persons of which one person shall be as specified under clause (d) of sub-section (1) of section 380 of the Act and another person shall be nominated by the foreign company.

The CSR Committee shall formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy, which shall include the following, namely:-

(a) the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;

(b) the manner of execution of such projects or programmes as specified in sub-rule (1) of rule 4;

(c) the modalities of utilisation of funds and implementation schedules for the projects or programmes;

(d) monitoring and reporting mechanism for the projects or programmes; and

(e) details of need and impact assessment, if any, for the projects undertaken by the company:

Provided that Board may alter such plan at any time during the financial year, as per the recommendation of its CSR Committee, based on the reasonable justification to that effect.

(2) The CSR Committee shall institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the company.

Substituted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018, dated 19.09.2018. To view the notification,Click Here
Substituted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22.01.2021. To view the Notification, Click Here

9.4.6- Companies (Corporate Social Responsibility Policy) Rules, 2014

(1) The CSR Policy of the company shall, inter-alia, include the following, namely :-

(a) a list of CSR projects or programs which a company plans to undertake  falling within the purview of the Schedule VII of the Act, specifying modalities of execution of such project or programs and implementation schedules for the same; and

(b) monitoring process of such projects or programs:

Provided that the Board of Directors shall ensure that activities included by a company in its Corporate Social Responsibility Policy are related to the activities included in Schedule VII of the Act.

(2) The CSR Policy of the company shall specify that the surplus arising out of the CSR projects or programs or activities shall not form part of the business profit of a
company.

Rule 6 Omitted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22.01.2021. To view the Notification, Click Here
Substituted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018, dated 19.09.2018. To view the notification,Click Here
Omitted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2020, dated 24.08.2020. To view the notification,Click Here
Omitted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2020, dated 24.08.2020. To view the notification,Click Here
Substituted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018, dated 19.09.2018. To view the notification,Click Here

9.4.7- Companies (Corporate Social Responsibility Policy) Rules, 2014

(1) The board shall ensure that the administrative overheads shall not exceed five percent of total CSR expenditure of the company for the financial year.

(2) Any surplus arising out of the CSR activities shall not form part of the business profit of a company and shall be ploughed back into the same project or shall be transferred to the Unspent CSR Account and spent in pursuance of CSR policy and annual action plan of the company or transfer such surplus amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year.

(3) Where a company spends an amount in excess of requirement provided under sub-section (5) of section 135 , such excess amount may be set off against the requirement to spend under sub-section (5) of section 135 up to immediate succeeding three financial years subject to the conditions that –

(i) the excess amount available for set off shall not include the surplus arising out of the CSR activities, if any, in pursuance of sub-rule (2) of this rule.

(ii) the Board of the company shall pass a resolution to that effect.

(4) The CSR amount may be spent by a company for creation or acquisition of a capital asset, which shall be held by –

(a) a company established under section 8 of the Act, or a Registered Public Trust or Registered Society, having charitable objects and CSR Registration Number under sub-rule (2) of rule 4; or

(b) beneficiaries of the said CSR project, in the form of self-help groups, collectives, entities; or

(c) a public authority:

Provided that any capital asset created by a company prior to the commencement of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, shall within a period of one hundred and eighty days from such commencement comply with the requirement of this rule, which may be extended by a further period of not more than ninety days with the approval of the Board based on reasonable justification.

7. CSR Expenditure.-

CSR expenditure shall include all expenditure including contribution to corpus, for projects or programs relating to CSR activities approved by the Board on the recommendation of its CSR Committee, but does not include any expenditure on an item not in conformity or not in line with activities which fall within the purview of Schedule VII of the Act.

Substituted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22.01.2021 To view the notification, Click Here
Substituted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018, dated 19.09.2018. To view the notification,Click Here

9.4.8- Companies (Corporate Social Responsibility Policy) Rules, 2014

(1) The Board’s Report of a company covered under these rules pertaining to any financial year shall include an annual report on CSR containing particulars specified in ., as applicable.

(2) In case of a foreign company, the balance sheet filed under clause (b) of sub-section (1) of section 381 of the Act, shall contain an annual report on CSR containing particulars specified in Annexure I or Annexure II, as applicable.

(3) (a) Every company having average CSR obligation of ten crore rupees or more in pursuance of subsection (5) of section 135 of the Act, in the three immediately preceding financial years, shall undertake impact assessment, through an independent agency, of their CSR projects having outlays of one crore rupees or more, and which have been completed not less than one year before undertaking the impact study.

(b) The impact assessment reports shall be placed before the Board and shall be annexed to the annual report on CSR.

(c) A Company undertaking impact assessment may book the expenditure towards Corporate Social Responsibility for that financial year, which shall not exceed  five percent of the total CSR expenditure for that financial year or fifty lakh rupees,  whichever is less.

8. CSR Reporting.-

(1) The Board’s Report of a company covered under these rules pertaining to a financial year commencing on or after the 1st day of April, 2014 shall include an annual report on CSR containing particulars specified in .

(2) In case of a foreign company, the balance sheet filed under sub-clause (b) of subsection (1) of section 381 shall contain an Annexure regarding report on CSR.

Substituted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22.01.2021 To view the notification, Click Here
i. To view the amended Annexure, Click here.

ii. To view the Annexure,Click Here

Substituted vide MCA Notification dated 20.09.2022 regarding Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022. To view the Notification, Click here.
Substituted vide MCA Notification dated 20.09.2022 regarding Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022. To view the Notification, Click here.
. To view the Annexure,Click Here

9.4.9- Companies (Corporate Social Responsibility Policy) Rules, 2014

The Board of Directors of the Company shall mandatorily disclose the composition of the CSR Committee, and CSR Policy and Projects approved by the Board on their website, if any, for public access.

9. Display of CSR activities on its website. –

The Board of Directors of the company shall, after taking into account the recommendations of CSR Committee, approve the CSR Policy for the company and disclose contents of such policy in its report and the same shall be displayed on the company’s website, if any, as per the particulars specified in the .

Substituted vide Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22.01.2021 To view the notification, Click Here
. To view the Annexure,Click Here

Office Order – Extension of one month for Steering Committee to submit its report w.e.f., 3.06.2018


Office Order on constitution of High Level Committee on Corporate Social Responsibility date 28.09.2018


Office Order- Constitution of Steering Committee


Re-constitution and Re-naming of Advisory Group of National Foundation for Corporate Social Responsibility [NFCSR] as “Governing Council, NFCSR”


Re-constitution of Steering Committee of National Foundation for Corporate Social Responsibility [NFCSR]


Reconstitution of High Level Committee on Corporate Social Responsibility dated 22.11.2018


Reconstitution of High Level Committee on Corporate Social Responsibility-2018 dated 11.10.2018


Amendment to Schedule VII of Companies Act, 2013 dated 23.06.2020


Amendment to Schedule VII of Companies Act, 2013 vide notification dated 24.08.2020


Amendment to Schedule VII of the Companies Act, 2013 dated 26.05.2020 w.e.f. 28.03.2020


Commencement Notification dated 19.09.2018


Commencement Notification S.O. 324(E) dated 22.01.2021 under Companies (Amendment) Act, 2019


Commencement Notification S.O. 325(E) dated 22.01.2021 under Companies (Amendment) Act, 2020


Companies (Accounts) Amendment Rules, 2024 dated 24.09.2024


Companies (Amendment) Act, 2020 dated 28.09.2020


Companies (Corporate Social Responsibility Policy) Amendment Rules, 2014 [GSR 644(E)] dated 12/09/2014


Companies (Corporate Social Responsibility Policy) Amendment Rules, 2015 [GSR 43(E)] dated 19/01/2015


Companies (Corporate Social Responsibility Policy) Amendment Rules, 2016 [GSR 540 (E)] dated 23/05/2016


Companies (Corporate Social Responsibility Policy) Amendment Rules, 2020 dated 24.08.2020


Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22.01.2021


Corrigenda to Schedule VII [GSR 261 (E)] dated 31/03/2014


Corrigendum amending Notification No. G.S.R. 776(E) dated 19.11.2019


Enforcement Notification S.O. 902(E) dated 26/03/2014


Exemption to Specified IFSC Private company [GSR 09(E)] dated 04/01/2017


Exemption to Specified IFSC Public company [GSR 08(E)] dated 04/01/2017


Further Amendment to Schedule VII [GSR 568 (E)]dated 06/08/2014


Further Amendments to Schedule VII [GSR 74 (E)] dated 24/10/2014


MCA Notification dated 20.09.2022 regarding Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022.


Notification amending Schedule VII of the Companies Act, 2013 dated 30.05.2019


Notification No. G.S.R. 776(E) amending Schedule VII of the Companies Act, 2013 dated 11.10.2019


Schedule VII [GSR 130 E] dated 27/02/2014


The Companies (Amendment) Act, 2017 (Effective from 03.01.2018)


The Companies (Amendment) Act, 2019 dated 31.07.2019


Circular on COVID-19 related Frequently Asked Questions (FAQs) on Corporate Social Responsibility (CSR) dated 10.04.2020


Circular on extension of tenure of High Level Committee on CSR dated 08.03.2019


Clarification dated 28.03.2020 on contribution to PM CARES Fund as CSR eligible


Clarification on offsetting the excess CSR spent for FY 2019-20 dated 20.05.2021

[/pdfviewer]


Clarification on spending of CSR funds for COVID – 19 dated 23.03.2020


Clarification with regard to provisions under section 135(5) of the Companies Act, 2013 dated 28.05.2018


General Circular 01/2015


General Circular 01/2016 Frequently Asked Questions (FAQs) with regard to Corporate Social Responsibility under Section 135 of Companies Act,2013


General Circular 05/2016


General Circular 05/2021- Clarification on spending of CSR funds for setting up makeshift hospitals and temporary COVID care facilities


General Circular 09/2021- Clarification on spending of CSR funds dated 05.05.2021

[/pdfviewer]


General Circular 14/2021-FAQs on Corporate Social Responsibility (CSR) dated 25.08.2021


General Circular 21/2014


General Circular 36/2014


General Circular no.13/2021-Clarification on spending of CSR funds for COVID 19 vaccination dated 30.07.2021


MCA Circular dated 26.07.2022 regarding Clarification on spending of CSR funds for “Har Ghar Tiranga” campaign


MCA Clarification dated 13.01.2021 regarding spending of CSR Funds for Awareness and public outreach on COVID-19 Vaccination programme


FORM CSR – 2 Report on Corporate Social Responsibility (CSR) inserted w.e.f. 11.02.2022


Form CSR 1-Registration of Entities for undertaking CSR Activities


Companies Act – Schedule VII

Schedule VII

(See Section 135)

Activities which may be included by companies in their Corporate Social Responsibility Policies Activities relating to:—

 eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water;

(ii) including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

(iii) promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

(iv) ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund setup by the Central Government for rejuvenation of river Ganga;

(v) protection of National Heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

(vi) measure for the benefit of armed force veterans, war widows and their dependents,

(vii) training to promote rural sports, nationally recognized sports, Paralympic sports and Olympics sports;

(viii) contribution to the Prime Minister’s National Relief Fund or for socio-economic development and relief and welfare of the Scheduled Castes, the Schedule Tribes, other backward classes, minorities and women;

(a) Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government; and

(b) Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).

Contribution to incubators funded by Central Government or State Government or any agency or Public Sector Undertaking of Central Government or State Government, and contributions to public funded Universities, Indian Institute of Technology (IITs), National Laboratories and Autonomous Bodies (established under the auspices of Indian Council of Agricultural Research (ICAR), Indian Council of Medical Research (ICMR), Council of Scientific and Industrial Research (CSIR), Department of Atomic Energy (DAE),  Defence Research and Development Organisation (DRDO), Department of Science and Technology (DST), Ministry of Electronics and Information Technology) engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs);

(ix) contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

(x) rural development projects.

(xi) slum area development.

Explanation.- For the purposes of this item, the term ‘slum area’ shall mean any area declared as such by the Central Government or any State Government or any other competent authority under any law for the time being in force.

 disaster management, including relief, rehabilitation and reconstruction activities.

 

  1. MCA clarifies that spending of Funds for Awareness and public outreach on COVID-19 Vaccination programme is an eligible CSR Activity. To view the Circular dated 13.01.2021, Click Here.
  2. Funds may be spent for various activities related to COVID-19 and shall qualify as a CSR expense under this head. To read the circular dated 23.03.2020, Click Here.
  3. Refer clarification on spending of CSR funds for setting up makeshift hospitals and temporary COVID care facilities. To view the Clarification, Click Here
  4. Refer clarification on spending of CSR funds dated 05.05.2021. To view the clarification, Click Here
  5. Refer Clarification on spending of CSR funds for COVID 19 vaccination dated 30.07.2021. To view the notification, Click Here
  1. MCA clarifies that spending of Funds for Awareness and public outreach on COVID-19 Vaccination programme is an eligible CSR Activity. To view the Circular dated 13.01.2021, Click Here.
  2. MCA clarifies that spending of Funds for “Har Ghar Tiranga” campaign is an eligible CSR Activity. To view the Circular dated 26.07.2022, Click Here.
Inserted vide MCA Notification dated 23.06.2020. To view the notification, Click Here.
Inserted vide MCA Notification dated 26.05.2020 w.e.f. 28.03.2020. To view the notification, Click Here.
Any contribution made to the PM CARES Fund shall qualify as CSR expenditure under the Companies Act 2013. To view the clarification dated 28.03.2020, Click Here.
Substituted vide the Notification No. G.S.R. 525(E) dated 24.08.2020. To view the Notification. Click Here.

Refer clarification on spending of CSR funds dated 05.05.2021. To view the clarification, Click Here

Substituted vide the Notification No. G.S.R. 776(E) dated 11.10.2019. To view the Notification. Click Here.
Amended vide the Corrigendum no. G.S.R. 859(E) dated 19.11.2019. To view the Corrigendum. Click Here.
  1. MCA clarifies that spending of Funds for Awareness and public outreach on COVID-19 Vaccination programme is an eligible CSR Activity. To view the Circular dated 13.01.2021, Click Here.
  2. Circular on COVID-19 related Frequently Asked Questions (FAQs) on Corporate Social Responsibility (CSR) dated 10.04.2020. To view the circular, Click Here.
  3. Funds may be spent for various activities related to COVID-19 and shall qualify as a CSR expense under this head. To read the circular dated 23.03.2020, Click Here.
  4. Inserted vide the MCA notification dated 30.05.2019. To view the Notification, Click Here.
  5. Refer clarification on spending of CSR funds for setting up makeshift hospitals and temporary COVID care facilities. To view the Clarification, Click Here
  6. Refer clarification on spending of CSR funds dated 05.05.2021. To view the clarification, Click Here
  7.  Refer Clarification on spending of CSR funds for COVID 19 vaccination dated 30.07.2021. To view the notification, Click Here

CAIRR PLUS on Google Playsecretarial automation?Subscribe for Updates