Companies (CSR Policy) Amendment Rules, 2022

Summary of Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022

-A company having any amount in its Unspent Corporate Social Responsibility (CSR) Account as per sub-section (6) of section 135 of the Companies Act, 2013 shall constitute a CSR Committee and shall comply with the provisions contained in sub-sections (2) to (6) of the said Act.

-If Section 135 (1) of the Companies Act, 2013 is once applicable, a company shall comply with the entire CSR provisions unless it ceases to meet the criteria during the “next three years” has been omitted.

-Board shall ensure that the CSR activities are undertaken by the company itself or through implementing agency-New class of implementing agencies added by inserting “section 8 company, or a registered public trust or a registered society, exempted under sub-clauses (iv), (v), (vi) or (via) of clause (23C) of section 10 of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar activities”.

-Further, such type of IAs do not need to get registration under sections 12A and 80G of the Income Tax, 1961.

-Form CSR-1 has also been amended/revised to add an option for registration of newly added clause of IAs.

-A company undertaking impact assessment may book the expenditure towards CSR for that financial year, which shall not exceed 2% of total CSR expenditure or Rs. 50 lakhs, whichever is higher. Earlier, it was 5% of total CSR expenditure or Rs. 50 lakhs, whichever is less.

-New format of CSR reporting has been introduced.

MINISTRY OF CORPORATE AFFAIRS

NOTIFICATION

New Delhi, the 20th September, 2022

G.S.R. 715(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 further to amend the Companies (Corporate Social Responsibility Policy) Rules, 2014, namely:-

1. Short title and commencement. – (1) These rules may be called the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022.

(2) They shall come into force on the date of their publication in the Official Gazette.

2. 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.

3. 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.’.

4. In the said rules, in rule 8, in sub-rule (3), in clause (c),-

(i) for the words “five percent”, the words “two per cent.” shall be substituted;

(ii) for the words “whichever is less”, the words “whichever is higher” shall be substituted.

5. 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

1. Brief outline on CSR
Policy of the Company:

2. Composition of CSR Committee:

3. 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.

4. 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.

5. (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 financial 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)].

6. (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:

(f) Excess amount for set-off, if any:

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

8. 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:

(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)

9. 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.

6. 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:-

[E-F. No. 05/03/2022-CSR]

INDERDEEP SINGH DHARIWAL, Jt. Secy.

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 27^th February, 2014 and subsequently amended by notification numbers G.S.R. 644(E), dated the 12^th September, 2014, G.S.R. 43(E), dated the 19^th January, 2015, G.S.R. 540(E), dated the 23^rd May, 2016, G.S.R. 895(E), dated the 19^th September, 2018, G.S.R. 526(E), dated the 24^th August, 2020 and G.S.R. 40(E), dated the 22^nd January, 2021.