Part I – Law(s) Governing the eForm CFI – Reply To Call for Information on CSR
Rule Number(s)
Section 206 of the Companies Act, 2013 regarding compliance of provisions of Corporate Social Responsibility (CSR) u/s 135 r/w section 1 34(3)(o) of the Act.
Section 206:
(1) Where on a scrutiny of any document filed by a company or on any information received by him, the Registrar is of the opinion that any further information or explanation or any further documents relating to the company is necessary, he may by a written notice require the company
(a) to furnish in writing such information or explanation; or
(b) to produce such documents, within such reasonable time, as may be specified in the notice.
(2) On the receipt of a notice under sub-section (1), it shall be the duty of the company and of its officers concerned to furnish such information or explanation to the best of their knowledge and power and to produce the documents to the Registrar within the time specified or extended by the Registrar:
Provided that where such information or explanation relates to any past period, the officers who had been in the employment of the company for such period, if so called upon by the Registrar through a notice served on them in writing, shall also furnish such information or explanation to the best of their knowledge.
(3) If no information or explanation is furnished to the Registrar within the time specified under sub-section (1) or if the Registrar on an examination of the documents furnished is of the opinion that the information or explanation furnished is inadequate or if the Registrar is satisfied on a scrutiny of the documents furnished that an unsatisfactory state of affairs exists in the company and does not disclose a full and fair statement of the information required, he may, by another written notice, call on the company to produce for his inspection such further books of account, books, papers and explanations as he may require at such place and at such time as he may specify in the notice:
Provided that before any notice is served under this sub-section, the Registrar shall record his reasons in writing for issuing such notice.
(4) If the Registrar is satisfied on the basis of information available with or furnished to him or on a representation made to him by any person that the business of a company is being carried on for a fraudulent or unlawful purpose or not in compliance with the provisions of this Act or if the grievances of investors are not being addressed, the Registrar may, after informing the company of the allegations made against it by a written order, call on the company to furnish in writing any information or explanation on matters specified in the order within such time as he may specify therein and carry out such inquiry as he deems fit after providing the company a reasonable opportunity of being heard:
Provided that the Central Government may, if it is satisfied that the circumstances so warrant, direct the Registrar or an inspector appointed by it for the purpose to carry out the inquiry under this sub-section:
Provided further that where business of a company has been or is being carried on for a fraudulent or unlawful purpose, every officer of the company who is in default shall be punishable for fraud in the manner as provided in section 447.
(5) Without prejudice to the foregoing provisions of this section, the Central Government may, if it is satisfied that the circumstances so warrant, direct inspection of books and papers of a company by an inspector appointed by it for the purpose.
(6) The Central Government may, having regard to the circumstances by general or special order, authorise any statutory authority to carry out the inspection of books of account of a company or class of companies.
(7) If a company fails to furnish any information or explanation or produce any document required under this section, the company and every officer of the company, who is in default shall be punishable with a fine which may extend to one lakh rupees and in the case of a continuing failure, with an additional fine which may extend to five hundred rupees for every day after the first during which the failure continues.
Corporate Social Responsibility, 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 the 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.
Provided that where a company is not required to appoint an independent director under subsection (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 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.
(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 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.
(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:
Provided that 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:
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.
Section 134(3):
(3) There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include
(a) the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed
(b) number of meetings of the Board;
(c) Directors’ Responsibility Statement;
(ca) details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government;
(d) a statement on declaration given by independent directors under sub-section (6) of section 149;
(e) in case of a company covered under sub-section (1) of section 178, company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178;
(f) explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made
(i) by the auditor in his report; and
(ii) by the company secretary in practice in his secretarial audit report;
(g) particulars of loans, guarantees or investments under section 186;
(h) particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form;
(i) the state of the company’s affairs;
(j) the amounts, if any, which it proposes to carry to any reserves;
(k) the amount, if any, which it recommends should be paid by way of dividend;
(l) material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report;
(m) the conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed;
(n) a statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company;
(o) the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year;
(p) in case of a listed company and every other public company having such paid-up share capital as may be prescribed, a statement indicating the manner in which formal 8[annual evaluation of the performance of the Board, its Committees and of individual directors has been made;
(q) such other matters as may be prescribed.
Provided that where disclosures referred to in this sub-section have been included in the financial statements, such disclosures shall be referred to instead of being repeated in the Board’s report.
Provided further that where the policy referred to in clause (e) or clause (o) is made available on company’s website, if any, it shall be sufficient compliance of the requirements under such clauses if the salient features of the policy and any change therein are specified in brief in the Board’s report and the web-address is indicated therein at which the complete policy is available
Purpose of the eForm CFI – Reply To Call for Information on CSR
Notice for Call for Information on CSR is sent to the companies who are non-compliant with respect to filing of CSR (Corporate Social Responsibility). Such companies have to file their response through ‘Reply to Call for information on CSR’Form.
Part II – Instructions to fill the eForm CFI – Reply To Call for Information on CSR
Specific Instructions to fill the Reply to Call for Information on CSR form at Field Level
Instructions to fill the eForm are tabulated below at field level. Only important fields that require detailed instructions to be filled in eForm are explained. Self-explanatory fields are not discussed.
| S. No/ Section Name | Field Name | Instructions | |
| 1 | Call For Information ID | Enter the Valid Call For Information ID as mentioned in the Call for Information letter received by the Company. | |
| Pre-fill button | Click the Pre-fill button. On clicking the button, system shall automatically display the CIN, name, registered office address of the company, email address and Eligibility for Financial Year. | ||
| 2 | a | Corporate identity number (CIN) of company / Bank Corporate Identification number (BCIN) | This will be auto-filled after Pre-fill button is pressed |
| B | Name of the company | This will be auto-filled after Pre-fill button is pressed | |
| c | Address of the registered office of the company | This will be auto-filled after Pre-fill button is pressed | |
| d | email id of the company | This will be auto-filled after Pre-fill button is pressed In case there is any change in the email ID, you can enter the new valid email ID. | |
| 3 | a | Eligibility for Financial Year | This will be auto-filled after Pre-fill button is pressed. |
| Net Profit u/S 198 of the Act (Rs.) | Enter the net Profit | ||
| Net Worth (Rs.) | Enter the Net Worth | ||
| Turnover (Rs.) | Enter the Turnover | ||
| 3 | b | CSR Compliance for Financial Year | |
| Prescribed CSR Amount (Rs.) | Enter the prescribed CSR Amount | ||
| CSR Amount Spent (Rs.) | Enter the CSR Amount Spent | ||
| CSR Amount Unspent (Rs.) | Enter the CSR Amount Unspent | ||
| 3 | c | Reasons for not spending entire prescribed CSR Amount for Financial Year | Enter the reason in max 1000 characters. |
| To be digitally signed by | DSC | Ensure the eForm is digitally signed by the Director, Managing Director, Manager, CEO, CFO or Company Secretary.The person should have registered his DSC with MCA by using the following link (www.mca.gov.in). If not already register, then please register before signing this form.Disqualified director should not be able to sign the form. | |
| DIN or Income-tax PAN or Membership number |
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Common Instructions to fill eForm
| Buttons | Particulars |
| Pre-Fill | The Pre-fill button can appear more than once in an eForm. The button appears next to a field that can be automatically filled using the MCA database.Click this button to populate the field.
Note: You are required to be connected to the Internet to use the Pre-fill functionality. |
| Check Form | 1. Click the Check Form button after, filling the eForm. System performs form level validation like checking if all mandatory fields are filled. System displays the errors and provides you an opportunity to correct errors.2. Correct the highlighted errors.3. Click the Check Form button again and. system will perform form
level validation once again. On successful validations, a message is displayed “Form level pre scrutiny is successful”. Note: The Check Form functionality does not require Internet connectivity. |
| Modify | The Modify button is enabled, after you have checked the eForm using the Check Form button.To make changes to the filled and checked form:1. Click the Modify button.2. Make the changes to the filled eForm.3. Click the Check Form button to check the eForm again. |
| Pre scrutiny | 1. After checking the eForm, click the Prescrutiny button. System performs some checks and displays errors, if any.2. Correct the errors.3. Click the Prescrutiny button again. If there are no errors, a message is displayed “No errors found.The Prescrutiny functionality requires Internet Connectivity. Please attach signatures before clicking on Prescrutiny. |
| Submit | This button is disabled at present. |
Part III – Important Points for Successful Submission of eForm CFI – Reply To Call for Information on CSR
Fee Rules
N/A
Processing Type
The form will be processed in STP Mode.
When an eForm is approved/rejected by the authority concerned, an acknowledgement of the same is sent to the user in the form of an email.
Annexure B
N/A
