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Extension of time for furnishing comments for consideration of High Level Committee on Corporate Social Responsibility-2018
March, 04th 2019
Extension of time for furnishing comments for consideration of High Level
Committee on Corporate Social Responsibility-2018

The Ministry of Corporate Affairs (MCA) has constituted a High Level Committee on
Corporate Social Responsibility-2018 (HLC-2018) to review the existing framework and
guide and formulate a coherent policy on Corporate Social Responsibility (CSR).

2. Comments/suggestions are invited on the provisions of CSR in the Companies Act
2013 Companies (CSR Policy) Rules, 2014 and Circulars issued concerning CSR.

3. All stakeholders are requested to furnish comments/suggestions through mails only
on the following e-mail id:

      Email: hlc.csr-2018@gov.in

4. The time period for receiving comments has been extended.


   Sections of                            Text                      Public Comment
 Companies Act,
       2013
 Section 135 (1)        Every company having net worth of
                        rupees five hundred crore or more,
                        or turnover of rupees one thousand
                        crore or more or a net profit of rupees
                        five    crore    or      more    during
                        immediately      preceding      financial
                        year shall constitute a Corporate
                        Social Responsibility Committee of
                        the Board consisting of three or more
                        directors, out of which at least one
                        director shall be an independent
                        director.
 Proviso           to          Provided       that   where     a
 Section 135 (1)        company is not required to appoint
                        an independent director under sub-
                        section (4) of section 149, it shall have




                                                 1
                  in its Corporate Social Responsibility
                  Committee two or more directors.
Section 135 (2)   The Board's report under sub-section
                  (3) of section 134 shall disclose the
                  composition of the Corporate Social
                  Responsibility Committee.
Section 135 (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 in areas or
                           subject,       specified      in
                           Schedule VII;
                        (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.
Section 135 (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


                                          2
                             company         and     disclose
                             contents of such Policy in its
                             report and also place it on the
                             company's website, if any, in
                             such manner as may be
                             prescribed; and
                         b) ensure that the activities as are
                             included in Corporate Social
                             Responsibility Policy of the
                             company are undertaken by
                             the company.
Section 135 (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      financial
                     years, in pursuance of its Corporate
                     Social Responsibility Policy:
1 st   Proviso    to Provided that the company shall give
Section 135 (5)      preference to the local area and areas
                     around it where it operates, for
                     spending the amount earmarked for
                     Corporate      Social    Responsibility
                     activities:
2 nd Proviso      to Provided further that, if the company
Section 135 (5)      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.


                                             3
Explanation   For the purposes of this section "net
              profit" shall not include such sums as
              may be prescribed, and shall be
              calculated in accordance with the
              provisions of section 198.




                                    4
Activities covered in Schedule VII of the Act and Amendments made thereunder

No. of Activity    Activities                                      Public Comments
(i)                eradicating hunger, poverty and
                   malnutrition;     promoting           health
                   care including preventive health
                   care and     sanitation            including
                   contribution to the `Swachh Bharat
                   Kosh'    set-up     by       the    Central
                   Government for the promotion of
                   sanitation and making available
                   safe drinking water;
(ii)                Promoting education, including
                   special education and employment
                   enhancing         vocational           skills
                   especially      among              children,
                   women,       elderly,         and        the
                   differently abled and livelihood
                   enhancement projects;
(iii)               promoting gender equality and
                   empowering women, setting up
                   homes and hostels for women and
                   orphans; setting up old age homes,
                   day care centers 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,          agro forestry,
                   conservation of natural resources

                                            5
         and maintaining quality of soil, air
         and water including contribution
         to the `Clean Ganga Fund' set -up
         by the Central Government for
         rejuvenation of river Ganga;
(v)       Protection of national heritage, art
         and culture including restoration
         of building and sites of historical
         importance and works of art;
         setting      up     public         libraries;
         promotion and development of
         traditional arts and handicrafts;
(vi)      measures for the benefit of armed
         forces veterans, war widows and
         their dependents;
(vii)    training to promote rural sports,
         nationally        recognized         sports,
         Paralympic sports and Olympic
         sports;
(viii)   contribution to the Prime Minister's
         National Relief Fund or any other
         fund   set     up   by       the    Central
         Government        for    socio-economic
         development and relief and welfare
         of   the     Scheduled       Castes,     the
         Scheduled Tribes, other backward
         classes, minorities and women;
(ix)     Contributions or funds provided
         to technology incubators located
         within academic institutions which
         are approved by              the Central
         Government;


                                  6
(x)    Rural development projects.
(xi)   Slum area development.
       Explanation- For the purpose 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.



                        **********




                            7
The Companies (Corporate Social Responsibility Policy) Rules, 2014 notified on 27 -
02-2014 (inclusive of all amendments).

G.S.R. 129(E). - In exercise of the powers conferred under section 135 and sub-sections
(1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central
Government hereby makes the following rules, namely

 Rule No.           Rules                                              Public Comments
 1. Short title and These rules may be called the
 commencement       Companies            (Corporate         Social
                    Responsibility Policy) Rules, 2014
                    (2) They shall come into force on
                    the 1 st day of April, 2014.
 2. Definitions     (l) 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     areas or      subjects
                          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
                          Committee of the Board as per
                          declared CSR Policy of the
                          company         subject      to        the

                                               8
       condition that such policy will
       include       activities,   areas or
       subjects specified 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 in             areas or     subjects
specified in Schedule VII to the Act
and         the     expenditure     thereon,
excluding activities undertaken in
pursuance of normal course of
business of a company;
(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:







                               9
1 st   proviso    to Provided that net profit in respect
definition of Net of a financial year for which the
profit               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:
2 nd proviso to Provided further that in case of a
definition of Net foreign company covered under
profit               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
                     (l) of section 381 read with section
                     198 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.
3. (1) Corporate Every          company      including   its
Social               holding     or    subsidiary,   and a
Responsibility.      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 (l)
                     of section 135 of the Act shall
                     comply with the provisions of




                                               10
                   section 135 of the Act and these
                   rules:
Proviso to Rule Provided that net worth, turnover
3 (1)              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.
Rule 3 (2)         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.
4.      (1)    CSR The      CSR    activities    shall   be
Activities.-       undertaken by the company, as per
                   its stated CSR Policy, as projects or
                   programs or activities (either new
                   or ongoing), excluding activities
                   undertaken in pursuance of its
                   normal course of business.




                                            11
Rule 4 (2)       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         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 any entity established under on
                 Act     of        Parliament      or      State
                 legislature :
Proviso to rule 4 Provided that if, the Board of a
(2)              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 utilization of funds of


                                              12
             such projects and programs and the
             monitoring          and        reporting
             mechanism.
Rule 4 (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.
Rule 4 (4)   Subject to provisions of sub-section
             (5) of section l35 of the Act, the CSR
             projects or programs or activities
             undertaken in India only shall
             amount to CSR Expenditure.
Rule 4 (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.
Rule 4 (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 including expenditure
             on administrative overheads, shall


                                       13
             not exceed five percent of total CSR
             expenditure of the company in one
             financial year.
Rule 4 (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.
5. (1) CSR   The companies mentioned in the
Committees   rule     3   shall        constitute      CSR
             Committee as under.-
             (i) a 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


                                          14
                            nominated by the foreign
                            company.
Rule 5 (2)          The CSR Committee shall institute
                    a         transparent             monitoring
                    mechanism for implementation of
                    the CSR projects or programs or
                    activities       undertaken         by      the
                    company.
6. (1) CSR          The CSR Policy of the company
Policy              shall,      inter-alia,      include        the
                    following, namely :-
                    (a) a     list   of    CSR       projects    or
                        programs which a company
                        plans to undertake areas or
                        subjects specified in 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:
1 st   Proviso   to Provided that the CSR activities
Rule 6 (1)          does not include the activities
                    undertaken in pursuance of normal
                    course of business of a company.
2 nd Proviso to Provided further that the Board of
Rule 6 (1)          Directors shall ensure that activities
                    included by a company in its
                    Corporate        Social      Responsibility
                    Policy are related to the areas or




                                                 15
                  subjects specified in Schedule VII of
                  the Act.
Rule 6 (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.
7.     CSR        CSR expenditure shall include all
Expenditure       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
                  areas or subjects, specified             in
                  Schedule VII of the Act.
8.   (1)     CSR The Board's Report of company
Reporting         covered         under      these      rules
                  pertaining to a financial year
                  commencing on or after the 1 st day
                  of April, 2014 shall include an
                  annual report on CSR containing
                  particulars specified in Annexure.
Rule 8 (2)        In case of a foreign company, the
                  balance sheet filed under sub-
                  clause (b) of sub-section (l) of
                  section     381    shall     contain    an
                  Annexure regarding report on CSR.


                                             16
9.   Display     of The Board of Directors of the
CSR     activities company shall, after taking into
on its website      account the recommendations of
                    CSR Committee, approve the CSR
                    Policy     for    the     company         and
                    disclose contents of such policy its
                    report and the same shall be
                    displayed         on    the        company's
                    website,     if    any,    as       per   the
                    particulars        specified        in    the
                    Annexure.




                                                  17
                          General Circular No. 21/2014
                              Dated: 18 th June, 2014
Subject: - Clarifications with regard to provisions of Corporate Social
Responsibility under section 135 of the Companies Act, 2013.

 No.            Clarifications                                      Public Comments


 (i)            The      statutory          provision         and
                provisions of CSR Rules, 2014, is to
                ensure       that          while      activities
                undertaken in pursuance of the CSR
                policy must be relatable to Schedule
                VII of the Companies Act 2013, the
                entries in the said Schedule VII must
                be interpreted liberally so as to
                capture the essence of the subjects
                enumerated in the said Schedule. The
                items    enlisted      in     the     amended
                Schedule VII of the Act, are broad-
                based and are intended to cover a
                wide     range        of      activities       as
                illustratively      mentioned          in     the
                Annexure.

 (ii)           It is    further clarified that CSR
                activities should be undertaken by the
                companies in project/ programme
                mode [as referred in Rule 4 (1) of
                Companies CSR Rules, 2014]. One-off
                events such as marathons/ awards/
                charitable                        contribution/
                advertisement/ sponsorships of TV
                Programmes          etc.    would       not    be
                qualified as part of CSR expenditure.




                                             18
(iii)   Expenses incurred by companies for
        the fulfillment of any Act/ Statute of
        regulations (such as Labor Laws,
        Land Acquisition Act etc.) would not
        count as CSR expenditure under the
        Companies Act.

(iv)    Salaries paid by the companies to
        regular CSR staff as well as to
        volunteers of the companies (in
        proportion to company's time/hours
        spent specifically on CSR) can be
        factored into CSR project cost as part
        of the CSR expenditure.

(v)     "Any financial year" referred under
        Sub-Section (1) of Section 135 of the
        Act read with Rule 3(2) of Companies
        CSR Rule, 2014, implies `any of the
        three preceding financial years'.

(vi)    Expenditure incurred by Foreign
        Holding Company for CSR activities
        in India will qualify as CSR spend of
        the Indian subsidiary if, the CSR
        expenditures are routed through
        Indian subsidiaries and if the Indian
        subsidiary is required to do so as per
        section 135 of the Act.

(vii)   `Registered Trust' (as referred in Rule
        4(2) of the Companies CSR Rules,
        2014) would include Trusts registered
        under Income Tax Act 1956, for those




                              19
         States where registration of Trust is
         not mandatory.

(viii)   Contribution to Corpus of a Trust/
         society/ section 8 companies etc. will
         qualify as CSR expenditure as long as
         (a) the Trust/ society/ section 8
         companies           etc.        is   created
         exclusively   for     undertaking      CSR
         activities or (b) where the corpus is
         created exclusively for a purpose
         directly relatable to a subject covered
         in Schedule VII of the Act.




                                    20
                      General Circular No. 01/2016
                            Dated: 12.01.2016
        Subject: FAQ with regard to Corporate Social responsibility

Q.    FAQ                                                   Public Comments
No.
1.    Whether CSR provision of the Companies Act,
      2013 is applicable to all companies?

      CSR provisions of the Companies Act 2013 is
      applicable to every company registered under
      the Companies Act 2013 and any other previous
      companies law having
          i.    Net worth of rupees five hundred
                crore or more, or
          ii.   ii. Turnover of rupees one thousand
                crore or more or
          iii.  iii. A net profit of rupees five crore or
                more during any financial year
2.    What is meaning of `any financial year'
      mentioned above?

      "Any Financial Year" referred under Sub-
      section (1) of Section 135 of the Act read with
      Rule 3(2) of Companies CSR Rule, 2014 implies
      any of the three preceding financial years (refer
      General Circular No. 21/2014, dated:
      18.06.2014)
3     Whether CSR expenditure of a company can be
      claimed as a business expenditure?

      The amount spent by a company towards CSR
      cannot be claimed as business expenditure. The
      Finance Act, 2014 provides that any
      expenditure incurred by an assessee on the
      activities relating to Corporate Social
      Responsibility referred to in section 135 of the
      Companies Act, 2013 shall not be deemed to be
      an expenditure incurred by the assessee for the
      purposes of the business or profession.




                                        21
4.   Whether the `average net profit' criteria for
     section 135(5) is net profit before tax or net
     profit after tax?

     Computation of net profit for section 135 is as
     per section 198 of the Companies Act, 2013
     which is primarily PROFIT BEFORE TAX
     (PBT).
5    Can the CSR expenditure be spent on the
     activities beyond schedule vii?






     General Circular No. 21/2014 dated June 18,
     2014 of MCA has clarified that the statutory
     provision and provisions of CSR Rules, 2014, is
     to ensure that activities undertaken in
     pursuance of the CSR policy must be relatable
     to Schedule VII of the Companies Act, 2013. The
     entries in the said Schedule VII must be
     interpreted liberally so as to capture the essence
     of the subjects enumerated in the said Schedule.
     The items enlisted in the Schedule VII of the
     Act, are broad-based and are intended to cover
     a wide range of activities. The General Circular
     also provides an illustrative list of activities that
     can be covered under CSR. In a similar way
     many more can be covered. It is for the Board of
     the company to take a call on this.
6.   What tax benefits can be availed under CSR?

     No specific tax exemptions have been extended
     to CSR expenditure per se. The finance Act,
     2014 also clarifies that expenditure on CSR does
     not form part of business expenditure. While no
     specific tax exemption has been extended to
     expenditure incurred on CSR, spending on
     several activities like contributions to Prime
     Minister's Relief Fund, Scientific Research,
     Rural development projects, skill development
     projects, agricultural extension projects, etc.
     which find place in Schedule VII, already enjoy
     exemptions under different sections of the
     Income Tax Act, 1961.
7.   Which activities would not qualify as CSR?

     i. The CSR projects or programs or activities
     that benefit only the employees of the company
     and their families.



                                        22
     ii. One- off events such as marathons/ awards/
     charitable     contribution/      advertisement/
     sponsorships of TV programs etc.
     iii. Expenses incurred by companies for the
     fulfilment of any other Act/ Statue of
     regulations (such as Labor Laws, Land
     Acquisition Act, 2013, Apprentice Act, 2013,
     Apprentice Act, 1961 etc.)
     iv. Contribution of any amount directly or
     indirectly to any political party.
     v. Activities undertaken by the company in
     pursuance of its normal course of business.
     vi. The project or programs or activities
     undertaken outside India.
8.   Whether a holding or subsidiary of a company
     which fulfils the criteria under section 135(1)
     has to comply with section 135, even if the
     holding and subsidiary itself does not fulfill the
     criteria.

     Holding or subsidiary of a company does not
     have to comply with section 135(1) unless the
     holding or subsidiary itself fulfills the criteria.
9.   Whether provisions of CSR are applicable on
     Section 8 Company, if it fulfills the criteria of
     section 135(1) of the Act.

     Section 135 of the Act reads "Every
     company......", i.e. no specific exemption is
     given to section 8 companies with regard to
     applicability of section 135, hence section 8
     companies are required to follow CSR
     provisions.




                                       23
10.   Can contribution of money to a trust/ society/
      section 8 companies by a company be treated as
      CSR expenditure of the company?

      General Circular No 21/2014 of MCA dated
      June 18, 2014 clarifies that contribution to
      Corpus of a Trust/ Society/ Section 8
      companies etc. will qualify as CSR expenditure
      as long as:
          1. The trust/ Society/ Section 8 company
             etc.   is   created    exclusively  for
             undertaking CSR activities or
          2. Where the corpus is created exclusively
             for a purpose directly relatable to a
             subject covered in Schedule VII of the
             Act.
11.   Whether display of CSR policy of a company on
      website of the company is mandatory or not?

      As per section 135(4) 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 (refer Rule 8 & 9 of CSR policy,
      Rules 2014).
12.   Whether reporting of CSR is mandatory in
      board's report?

      The Board's Report of a c ompany qualifying
      under section 135(1) 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
      Annexure. (refer Rule 9 of CSR policy, Rules
      2014).
13.   Whether it is mandatory for foreign company to
      give report on CSR activity?

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




                                      24
14.   Whether contribution towards disaster relief
      qualifies as CSR or not?

      (May please refer point no. 7 to the annexure to
      General Circular dated 18.06.2014 issued by
      Ministry of Corporate Affairs).
15.   Whether contribution in kind can be monetized
      to be shown as CSR Expenditure?

      Section 135 prescribes "..... shall ensure that
      company spends.....". The company has to
      spend the amount.
16.   if a company spends in excess of 2% of its
      average net profits of three preceding years on
      CSR in a particular year, can the excess amount
      spent be carried forward to the next year and be
      offset against the required 2% CSR expenditure
      of the next year?

      Any excess amount spent (i.e., more than 2% as
      specified in Section 135) cannot be carried
      forward to the subsequent years and adjusted
      against that year's CSR expenditure.
17.   Can the unspent amount from out of the
      minimum required CSR expenditure be carried
      forward to the next year?

      The Board is free to decide whether any
      unspent amount from out of the minimum
      required CSR expenditure is to be carried
      forward to the next year. However, the carried
      forward amount should be over and above the
      next year's CSR allocation equivalent to at least
      2% of the average net profit of the company of
      the immediately preceding three years.




                                       25
18.   What is the role of government in monitoring
      implementation of CSR by companies under the
      provision of the companies act, 2013?

      The main thrust and spirit of law is not to
      monitor     but    to    generate     conductive
      environment for enabling the corporates to
      conduct themselves in a socially responsible
      manner, while contributing towards human
      development goals of the country.
      The existing legal provisions like mandatory
      disclosures, accountability of the CSR
      committee and the Board, provisions for audit
      of the accounts of the company etc., provide
      sufficient   safeguards     in    this   regard.
      Government has no role to play in monitoring
      implementation of CSR by companies.
19.   Whether government is proposing to establish
      any mechanism for third parties to monitor the
      quality and efficacy of CSR expenditure as well
      as to have an impact assessment of CSR by
      companies?

      Government has no role to play in engaging
      external experts for monitoring the quality and
      efficacy of CSR expenditure of companies.
      Boards / CSR Committees are fully competent
      to engage third parties to have an impact
      assessment of its CSR programme to validate
      compliance of the CSR provisions of the law.




                                      26
20.   Can CSR funds be utilized to fund government
      scheme?

      The objective of this provision is indeed to
      involve the corporates in discharging their
      social responsibility with their innovative ideas
      and management skills and with greater
      efficiency and better outcomes. Therefore, CSR
      should not be interpreted as a source of
      financing the resource gaps in Government
      Scheme. Use of Corporate innovations and
      management skills in the delivery of `public
      goods' is at the core of CSR implementation by
      the companies. In- principle, CSR fund of
      companies should not be used as a source of
      funding Government Schemes. CSR projects
      should have a larger multiplier effect than that
      under the Government Schemes.

      However, under CSR provision of the Act and
      rules made thereunder, the Board of the eligible
      company is competent to take decision on
      supplementing any Government Scheme
      provided the Scheme permits corporates
      participation and all provisions of Section 135
      of the Act and rules thereunder are compiled by
      the company.
21.   Who is the appropriate authority for approving
      and     implementation       of     the     CSR
      programmes/projects of a company? What is
      government's role in this regard?

      Government has no role to play in this regard.
      Section 135 of the Act, Schedule VII and
      Companies CSR Policy Rules, 2014 read with
      General Circular dated 18.06.2014 issued by the
      Ministry of Corporate Affairs, provide the
      broad contour within which eligible companies
      are required to formulate their CSR policies
      including activities to be undertaken and
      implement the same in the right earnest.
      Therefore, all CSR programmes/ projects
      should be approved by the Boards on the
      recommendations of their CSR Committees.
      Changes, if any, in the programme / project
      should also be undertaken only with the
      approval of the Committee / Board.



                                       27
22.   How can companies with small CSR funds take
      up CSR activities in a project/ programme
      mode?

      A well designed CSR project or programme can
      be managed with even small fund. Further,
      there is a provision in the CSR policy Rules,
      2014 that such companies can combine their
      CSR programs with other similar companies by
      way of pooling their CSR resources. (refer rule
      4 in Companies (CSR Policy) Rules, 2014.
23.   Whether involvement of employees of the
      company in CSR project/ programme of a
      company can be monetized and accounted for
      under the head of `CSR expenditure'?

      Contribution and involvement of employees in
      CSR activities of the company will no doubt
      generate interest/ pride in CSR work and
      promote transformation from Corporate Social
      Responsibility (CSR) as an obligation to Socially
      Responsible Corporate (SRC) in all aspects of
      their functioning. Companies therefore, should
      be encouraged to involve their employees in
      CSR activities. However monetization of pro
      bono services of employees would not be
      counted towards CSR expenditure.




                                       28
                          General Circular No. 06/2018
                               Dated: 28.05.2018.
Subject: Clarification with regard to provisions under section 135(5) of the
Companies Act, 2013.

                     Clarification                            Public Comments
                     The company shall give
                     preference to the local area and
                     areas around it where it
                     operates, for spending the
                     amount           earmarked         for
                     Corporate Social Responsibility
                     activities - It is reiterated that the
                     above provision has to be
                     followed in letter and spirit




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