Corporate Social Responsibility (CSR) under the Companies Act, 2013: A Comprehensive and Practical Guide

Corporate Social Responsibility (CSR) in India represents a unique blend of legal compliance and ethical business conduct. With the introduction of Section 135 of the Companies Act, 2013, CSR has been institutionalised as a mandatory responsibility for qualifying companies, ensuring that businesses contribute meaningfully to societal development.

This article provides a well-balanced, publication-ready overview of CSR-combining narrative explanation with selective tables and practical insights, including treatment of contributions to trusts and implementing agencies.

Applicability of CSR

CSR provisions apply to companies meeting any of the following financial thresholds:

Once applicable, such companies are required to spend at least 2% of their average net profits of the preceding three financial years on CSR activities.

Governance Framework

CSR is a structured governance mechanism involving both the Board and a dedicated CSR Committee.

Every company to which CSR provisions apply is required to constitute a CSR Committee.

The CSR Committee is responsible for:

• Formulating CSR Policy
• Recommending expenditure
• Monitoring CSR projects

The Board of Directors:

• Approves CSR Policy
• Ensures implementation
• Makes disclosures in the Board’s Report

Relaxations in CSR Committee Requirement

The law provides practical relaxations based on the nature of company and level of CSR obligation.

(a) Where CSR Obligation is up to 50 Lakhs

• No CSR Committee is required
• The Board of Directors can directly perform CSR functions

(b) Private Companies

• CSR Committee can consist of only 2 directors
• No requirement of independent director

(c) Foreign Companies

• CSR Committee shall include
• One person resident in India (authorised representative)
• One nominated person

Summary Table

Scope of CSR Activities under Schedule VII

Schedule VII provides a broad and inclusive list of CSR activities, interpreted liberally to promote social welfare.

Key areas include:

• Promotion of education and vocational skills
• Healthcare and sanitation
• Environmental sustainability
• Poverty alleviation
• Protection of heritage and culture
• Setting up public libraries
• Rural development and disaster management

The emphasis is on activities that create public benefit and long-term impact.

Operational Framework: CSR Rules, 2014

The Companies (CSR Policy) Rules, 2014 provide the procedural backbone for implementation.

Companies may undertake CSR:

• Directly, or
• Through eligible implementing agencies

Eligible implementing agencies include:

• Registered trusts
• Registered societies
• Section 8 companies

Such entities must be registered with the Ministry of Corporate Affairs through Form CSR-1.

CSR Contribution to Trusts and Other Entities

One of the most practical aspects of CSR implementation is contribution to external organisations such as trusts. However, this area requires careful compliance.

When is Contribution to a Trust Allowed?

CSR funds can be contributed to a trust or similar entity only if:

• The trust is registered under applicable laws (Trust Act / Societies Act / Companies Act)
• Entity should register under 12A/10(23C) and 80G of Income tax Act
• At least 3 years of track record in undertaking similar activities
• It is registered with MCA by filing Form CSR-1
• It has a valid CSR Registration Number
• It undertakes activities covered under Schedule VII

Important Distinction: Donation vs CSR Expenditure

A key principle is that: CSR is not a mere donation—it must be linked to a activity covered under schedule VII

Key Compliance Conditions:

What is Not Permitted?

• Donations without project linkage
• Contributions without monitoring mechanism
• Donations made for non-CSR objectives

Practical Approach

Companies should:

• Obtain utilisation certificates and progress reports
• Ensure funds are used strictly for CSR purposes

This ensures that contributions remain compliant and result-oriented.

Contribution to Specified Funds (PM CARES, Ganga Fund, etc.)

CSR includes contributions to certain funds notified under Schedule VII, such as:

• PM National Relief Fund (PMNRF)
• PM CARES Fund
• Clean Ganga Fund
• Swachh Bharat Kosh
• Other notified funds

Key Features

Important Timing Distinction

A crucial practical distinction arises in timing of CSR expenditure:

• Contribution to implementing agencies (e.g., trusts, societies):
  Must be spent within the same financial year to qualify as CSR expenditure, as it is linked to execution of a specific project.
• Contribution to specified funds (e.g., PM CARES, Clean Ganga Fund):
  Can be made within the permitted statutory timelines, including up to the time allowed for transfer of unspent CSR amounts (generally within 6 months from the end of the financial year).

This distinction is important for year-end CSR compliance planning.

Other Key Points:

Ongoing Projects

• Multi-year projects allowed
• Maximum duration: 3 years (excluding year of commencement)

Unspent CSR Funds

• Ongoing projects → Transfer to Unspent CSR Account
• Other projects → Transfer to specified funds within 6 months

Impact Assessment

• One of the most significant developments in CSR regulation is the introduction of Impact Assessment, shifting the focus from spending to outcomes.
• Impact assessment is mandatory for companies having:
  • Average CSR obligation of ₹10 crore or more in the preceding three financial years
  • CSR projects with outlays of ₹1 crore or more

 Compliance and Reporting

CSR compliance requires robust systems and documentation.

Companies must:

• Prepare annual CSR reports
• Disclose details in Board’s Report
• Maintain utilisation records
• Conduct impact assessments (where applicable)

Proper documentation is critical, especially when CSR is routed through external trusts or agencies.

Additional Key Provisions

Set-off of Excess CSR Spending: 

One of the important practical provisions introduced under CSR law is the concept of set-off of excess CSR spending.

What is Set-off?

If a company spends more than the required CSR amount in a financial year, the excess amount can be carried forward and adjusted against future CSR obligations

Key Conditions for Set-off

Surplus from CSR Activities

Any income, gain, or excess amount generated out of CSR activities or projects (Ex. Interest earned on unspent CSR funds)

Emerging Trends in CSR

CSR is increasingly becoming strategic rather than purely compliance-driven.

Key trends include:

• Focus on impact-driven initiatives
• Integration with ESG frameworks
• Increased reliance on specialised implementing agencies
• Greater emphasis on transparency and accountability

Conclusion

Corporate Social Responsibility under the Companies Act, 2013 has evolved into a comprehensive legal and compliance-driven framework, moving far beyond voluntary philanthropy.

Today, CSR is not merely about spending the prescribed amount, but about ensuring that every rupee is deployed, monitored and reported in accordance with the law.

From constitution (or exemption) of the CSR Committee to identification of eligible activities under Schedule VII, from selection of implementing agencies to adherence with the CSR Rules, 2014, every stage of CSR involves structured compliance requirements. Particular attention must be given to:

• Proper documentation of CSR policies, Board approvals and project agreements
• Verification of eligibility of implementing agencies, including CSR-1 registration, 12A and 80G status and track record
• Clear linkage of expenditure to approved CSR activities
• Maintenance of utilisation records, impact assessment reports and audit trails

Equally important is the intersection of CSR with other laws, especially the Income-tax Act. While CSR expenditure may not always qualify as a business deduction, compliance with provisions such as 12A and 80G becomes relevant when dealing with implementing agencies. Thus, companies must ensure alignment not only with the Companies Act but also with applicable tax and regulatory frameworks.

Further, increased regulatory scrutiny and mandatory disclosures in the Board’s Report make CSR a high-visibility compliance area, where lapses can lead to reputational as well as legal consequences.

In this evolving landscape, companies must adopt a compliance-first approach, supported by strong internal controls, proper documentation and continuous monitoring. A well-governed CSR framework not only ensures statutory compliance but also enhances credibility, transparency and long-term value creation.

Ultimately, CSR should be viewed not just as a legal obligation, but as a strategic responsibility executed with discipline, accountability and a clear legal foundation.

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