The Ministry of Corporate Affairs on 29th September 2022 has released a notification regarding the amendment in the Companies (Corporate Social Responsibility Policy) Rules 2014. It is said to come into existence from the date of publication in the Official Gazette.
Let us discuss the amendment as presented by the ROC in the CSR policy.
- In the Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as the said rules), in rule 3, –
(i) in sub-rule (1), after the proviso, the following proviso shall be inserted, namely: –
“Provided 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.”;
(ii)sub-rule (2) shall be omitted.
- In the said rules, in rule 4, for sub-rule (1), the following sub-rule shall be substituted, namely: –
‘(1) 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.’.
- In the said rules, in rule 8, in sub-rule (3), in clause (c),-
- for the words “five percent”, the words “two per cent.” shall be substituted;
- for the words “whichever is less”, the words “whichever is higher” shall be substituted.
- In the said rules, for Annexure-II, the following Annexure shall be substituted, namely:-
“ANNEXURE -II
FORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE BOARD’S REPORT FOR FINANCIAL YEAR COMMENCING ON OR AFTER THE 1ST DAY OF APRIL, 2020
- Brief outline on CSR
Policy of the Company: - Composition of CSR Committee:
| SI.NO. | Name of Director | Designation / Nature of Directorship | Number of meetings of CSR Committee held during the year. | Number of meetings of CSR Committee attended during the year |
- Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the company.
- Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable.
- (a) Average net profit of the company as per sub-section (5) of section 135.
(b) Two percent of average net profit of the company as per sub-section (5) of section 135
(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financia
years.
(d) Amount required to be set-off for the financial year, if any.
(e) Total CSR obligation for the financial year [(b)+(c)-(d)].
- (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project).
(b) Amount spent in Administrative Overheads.
(c) Amount spent on Impact Assessment, if applicable.
(d) Total amount spent for the Financial Year [(a)+(b)+(c)].
(e) CSR amount spent or unspent for the Financial Year:
| Total Amount Spent for the Financial Year (in Rs.) | Amount Unspent (in Rs.)
|
(f) Excess amount for set-off, if any:
| SI.NO. | Particular | Amount (in Rs.) |
| (1) | (2) | (3) |
| (i) | Two percent of average net profit of the company as per sub-section (5) of section 135 | |
| (ii) | Total amount spent for the Financial Year | |
| (iii) | Excess amount spent for the Financial Year [(ii)-(i)] | |
| (iv) | Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any | |
| (v) | Amount available for set off in succeeding Financial Years [(iii)-(iv)] |
- Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 |
| SI.NO. | Preceeding Financial Year(s) | Amount transferred to Unspent CSR Account under subsection (6) of section 135 (in Rs.) | Balance Amount in Unspent CSR Account under subsection (6) of section 135 (in Rs.) | Amount Spent in the Financial Year (in Rs) | Amount transferred to a Fund as specified under Schedule VII as per second proviso to subsection (5) of section 135, if any | Amount remaining to be spent in succeeding Financial Years (in Rs) | Deficiency, if any |
| 1 | FY-1 | ||||||
| 2 | FY-2 | ||||||
| 3 | FY-3 |
- Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:
Yes No
If Yes, enter the number of Capital assets created/ acquired
Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:
| SI.NO. | Short particulars of the property or asset(s) |including complete address and location of the property| | Pincode of the property or asset(s) | Date of creation | Amount of CSR amount spent | Details of entity/Authority/beneficiary of the registered owner | ||||||
| (1) | (2) | (3) | (4) | (5) | (6) | ||||||
|
(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)
- Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of section 135.
| Sd/- (Chief Executive Officer or Managing Director or Director) | Sd/- (Chairman CSR Committee) | Sd/- [Person specified under clause (d) of sub section (1) of section 380] (Wherever applicable) |
- In the said rules, in the e-form CSR–1, for serial number 1 and the entries relating thereto, the following serial number shall be substituted, namely:-
“1. *Nature of the entity
o Company established under section 8, exempted under sub-clauses (iv), (v), (vi) or (via) of clause (23C) of section 10 and approved under section 80G of the Income Tax Act, 1961.
o Company established under section 8, registered under section 12A and approved under section 80G of the Income Tax Act, 1961.
o Registered public trust, exempted under sub-clauses (iv), (v), (vi) or (via) of clause (23C) of section 10 and approved under section 80G of the Income Tax Act, 1961.
o Registered public trust, registered under section 12A and approved under section 80G of the Income Tax Act, 1961.
o Registered society, exempted under sub-clauses (iv), (v), (vi) or (via) of clause (23C) of section 10 and approved under section 80G of the Income Tax Act, 1961.
o Registered society, registered under section 12A and approved under section 80G of the Income Tax Act, 1961.
o Company established under section 8 or registered Trust or registered Society established by the Central Government or State Government.
o Entity established under an Act of Parliament or State Legislature.”
Note: The principal rules were published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i), vide notification number G.S.R. 129(E), dated the 27th February, 2014 and subsequently amended by notification numbers G.S.R. 644(E), dated the 12th September, 2014, G.S.R. 43(E), dated the 19th January, 2015, G.S.R. 540(E), dated the 23rd May, 2016, G.S.R. 895(E), dated the 19th September, 2018, G.S.R. 526(E), dated the 24th August, 2020 and G.S.R. 40(E), dated the 22nd January, 2021.
