Ministry of Corporate Attoirs Notification New Delhi, the 27th February, 2014 GSR. 129(8)- In exercise of the powers conferred under section 195 and sub-sections (I) and (2) of section 489 of the Companies Act, 2013 (18 of 2018), the Central Government hereby makes the following rules, namely: ~ 1. Short Title and Commencement () These rules may be called the Companies (Corporate Social Responsibility Policy) Rules, 2014 (2) They shall come into force on the Ist day of Apri, 2014.*{-2, Definitions, - (1) in these rules, unless the context othenwise requires ~ (a) “Act” means the Companies Act, 2013 (18 of 2013); (b) “Administrative overheads" means the expenses incurred by the company for ‘general management and administration’ of Corporate Social Responsibility functions in the company but shall not include the expenses directly incurred for the designing, implementation, monitoring, and evaluation of a particular Corporate Social Responsibility project or programme; (c) “Annexure* means the Annexure appended to these rules; (d) “Corporate Social Responsibility (CSR)* means the activities undertaken by @ Company in pursuance ofits statutory obligation laid down in section 135 of the Act in accordance with the provisions contained in these rules, but shall not include the following, namely:~ (i) cctvities undertaken in pursuance of normal course of business of the company: Provided that any ‘company engaged in research and development activity of new vaccine, drugs and medical devices in their normal course of business may undertake research and development activity of new vaccine, drugs and medical devices related to COVID-18 for financial years 2020-21, 2021-22, 2022-23 subject to the conditions that- (a) such research and development activities shall be carried out in collaboration with any of the institutes or organisations mentioned in item (ix) of Schedule Vil to the Act; (b) detais of such activity shall be disclosed separately in the Annual report on CSR included in the Board's Report; (i) ony activity undertaken by the company outside India except for training of indian sports personnel representing any State or Union territory at national level or India at international level; (ii) contribution of any amount directly or indirectly to any political party under section 182 of the Act; (iv) activities benefiting employees of the company as defined in clause (k) of section 2of the Code ‘on Wages, 2019 (29 of 2019); (\ cctivities supported by the companies on sponsorship basis for deriving marketing benefits for its products or services; (vi) activities carried out for fulfiment of any other statutory obligations under any law in force in indi, (c) "CSR Committee” means the Corporate Social Responsibilty Committee of the Board referred to in section 135 of the Act:(1) -C5R Policy’ means a statement containing the approach and direction given by the board of a ‘company, taking into account the recommendations ofits CSR Committee, and includes guiding principles for selection, implementation and monitoring of activities as well as formulation of the annual ‘action plan; (g) “international organisation’ means an organisation notified by the Central Government as an international organisation under section 3 of the United Nations (Privileges and immunities) Act, 1847 (46 of 1847), to which the provisions of the Schedule to the said. Act apply; (h) ‘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) ony profit arising from any overseas branch or branches of the company, whether operated as a separate company or otherwise; and (i) any dividend received from other companies in india, which are covered under and complying with the provisions of section 135 of the Act Provided that in case of a foreign company covered under 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 (I) of section 361, read with section 188 of the Act; (i) ongoing Project” means a multi-year project undertaken by a Company in fulfilment ofits CSR obligation having timelines not exceeding three years excluding the financial year in which it was ‘commenced, and shall include such project that was initially not approved as a multi-year project but whose duration has been extended beyond one year by the board based on reasonable justification; (“Public Authority" means ‘Public Authority’ as defined in clause (h) of section 2 of the Right to Information Act, 2005 (22 of 200); (k) “section” means a section 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. *] Amendment 1 Inserted by The Companies (Corporate Social Responsibiity Policy) Amendment Rules, 2018 Dated 1909.2018 ‘Substituted by The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018 Dated 19.09.2018 in sub-rule (1), in sub-clause (ii) of clause (c) for the words:cover subjects enumerated the following words shall be subtituted namely:~ “include activities, areas or subjects specified" * substituted by The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018 Dated 19092018 in sub-rule (1), in clause (e), for the words: ‘company as the following words shall be subtituted namely:- “company in areas or subjects” 4, Inserted by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2020, Dated 24.08.2020 8 Substituted by The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 Dated 2.012021 Amendment effective from 22nd January 2021 Original Content Original omitted Content-2, Definitions () 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 activites [areas or subjects] specified in Schedule Vito the Act; or (i) Projects or programs relating to activities undertaken by the board of directors of a company (Board) in pursuance of recommendations of the CSR Committee of the Board as per declared CSR Policy of the company subject to the condition that such policy will? [include activities, areas or subjects] specified in Schedule VIlof the Act. (d) *c5R 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; + [Provided that any company engaged in research and development activity of new vaccine, drugs ‘and medical devices in their normal course of business may undertake research and development activity of new vaccine, drugs and medical devices related to COVID-19 for financial years 2020-21, 2021-22 and 2022-23 subject to the conditions that- (i) such research and development activities shall be carried out in collaboration with any of the institutes or organisations mentioned in item (ix) of Schedule Vito the Act. (ii) details of such activity shall be disclosed separately in the Annual Report on CSR included in the Board's Report} (0/-Net profit” means the net profit of @ company as per its financial statement prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely =~ (). any profit arising from any overseas branch or branches of the company, whether operated as. separate company or otherwise; and (i) any dividend received from other companies in India, which are covered under and complying with the provisions of section 136 of the Act: Provided that net profit in respect of a financial year for which the relevant financial -statements were prepared in accordance with the provisions of the Companies Act, 1956 (1 to 1956) shall not be required to be re-calculated in accordance with the provisions of the Act: Provided further that in case of a foreign company covered under these rules, net profit means the net profit of such company as per profit and loss account prepared in terms of clause (4) of sub-section (1) 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. Amendment |. Inserted by The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018 Dated 18.09.2018 2. Substituted by The Companies (Corporate Social Responsibilty Policy) Amendment Rules, 2018 Dated 19092018 in sub-rule (1), in sub-clause (ii) of clause (c),for the words:cover subjects enumerated the following words shall be subtituted namely:~ include activities, areas or subjects specified” 43, Substituted by The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018 Dated 19092018 in sub-rule (1), in clause (@), for the words: ‘company as the following words shall be subtituted namely:~ “company in areas or subjects" 4, Inserted by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2020, Dated 24.08.20203. Corporate Social Responsibility. (1) Every company including its holding or subsidiary, and a foreign company defined under clause (42) of section 2of the Act having its branch office or project office in india, which fulfills the criteria specified in subsection (i) of section 135 of the Act shall comply with the provisions of section 135 ofthe Act and these rules: Provided that net worth, turnover 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 ‘accottiarprovisitins of clause (a) of sub-section (1) of section 381 and section 188 of the Act 2 provided further that a company having any amount in its Unspent Corporate Social Responsibility ‘Account as per sub-section (6) of section 136 shall constitute @ CSR Committee and comply with the provisions contained in sub-sections (2) to (6) of the said section Sfomitted] ‘Amendment |. Substituted by The Companies ( Corporate Social Responsi Dated 22.01,202] Amendment effective from 22nd January 2021 ty Policy) Amendment Rules, 2021 tn sub-rule (2) in clause (b), for the words, brackets and figure sub-section (2) to (5) the following shall be substituted namely “sub-section (2) to (8)" 2 inserted by Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022 Somitted by Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022 original content: (2) Every company which ceases to be a company covered under subsection (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 (6)] of the said section,til such time it meets the criteria specified in sub-section (1) of section 135,© [4.¢8R implementation, - “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) oF (via) of clause (23C) of section 10 or registered under section 124 and approved under 80 G of the Income Tox Act, 1961 (43 of 1961), established by the ‘company, either singly or along with any other company; oF (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 (a) accompany established under section 8 of the Act, or a registered public trust of a registered society, exempted uncler sub-clauses (iv), (v), (vi) or (via) of clause (28C) of section 10 or registered Linder section 124 and approved under 80 G of the Income Tax Act, 1861, 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 Vi of the act (2) (@) Every entity, covered under sub-rule (1), who intends to undertake any CSR activity, shall register itself with the Central Government by filing the form CSR-1 electronically with the Registrar, with effect from the Olst day of April 2021: Provided that the provisions of this sub-rule shall not affect the CSR projects or programmes approved prior to the Olst day of April 2021. (0) Form CsR-1 shall be signed and submitted electronically by the entity and shall be vertied digitally by a Chartered Accountant in practice or a Company Secretary in practice or a Cost Accountant in practice. (c) On the submission of the Form CSR-1 on the portal, a unique CSR Registration Number shall be generated by the system automatically (3) Accompany may engage international organisations for designing, monitoring and evaluation of the CSR projects or programmes as per'ts CSR policy as well as for capacity building of their own personnel for CSR(4) A company may also collaborate with other companies for undertaking projects or programmes or ‘CSR activities in such @ manner that the CSR committees of respective companies are in a position to report separately on such projects or programmes in accordance with these rules. (5) The Board of a company shall satisfy itself that the funds so disbursed have been utilised for the purposes and in the manner as approved by it and the Chief Financial Officer or the person responsible for financial management shall certify to the effect. (6) Incase of ongoing project, the Board of a Company shall monitor the implementation of the project with reference to the approved timelines and yearwise allocation and shall be competent to make modifications, it any, for smooth implementation of the project within the overall permissible time period} Amendment 1 Inserted by the Companies (Corporate Social Responsibility Policy) Amendment Rules.2014 Dated 12th September 2014 2 Subsitituted by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2015 Dated 10th Jonuary 2015, For the words “established by the company or its holding or subsidiary or associate company under section 8 of the Act or otherwise", the words “established under section 8 of the Act by the company, either singly or alongwith its holding or subsidiary or associate company, or alongwith any other ‘company or holding or subsidiary or associate company of such other company, or otherwise” shall be substituted; Subsitituted by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2015 Dated 1th January 2018, For the words “not established by the company or its holding or subsidiary or associate company, it, the words “not established by the company, either singly or alongwith its holding or subsidiary or ‘associate company, or alongwith any other company or holding or subsidiary or associate company of such other company" shall be substituted 4 Substituted by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2016 Dated 231d May 2016. In rule 4, for sub-rule (2), the following sub-rule shail be substituted, =~(2) The Board of a company may decide to undertake its CSR activities approved by the CSR Committee, through (c) a company established under section 8 of the Act or a registered trust or a registered society, established by the company, either singly or alongwith 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 an Act of Parliament or a State legislature Provided that- if, the Board of a 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 utlisation of funds of such projects and programs and the monitoring and reporting mechanism", 5 omitted by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2020. Dated 24.08.2020 . Substituted by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 Dated 22nd Jan 2021 Amendment effective from 22nd January 2021 Original Content =~ Original omitted Content:-4 CSR Activities (1) The cs activities shall be undertaken by the company, as perits stated CSR Policy, as projects or programs or activities (either new or ongoing), ° fexcluding activities undertaken in purswance-otits pommatcoursect business} “%(2) The Board of a company may decide to undertake its CSR activities approved by the CSR ‘Committee, through (c) a company established under section 8 ofthe Act or a registered trust or a registered society, established by the company, either singly or alongwith 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 an Act of Parliament or a State legislature:Provided that- if, the Board of a 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 utilisation of funds of such projects and programs and the monitoring and reporting mechanism". (3) A company may also collaborate with other companies for undertaking projects or programs or CSR ‘activites 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. (4) subject to provisions of sub-section (5) of soction 135 of the Act, the CSR projects or programs or ‘activities undertaken in india only shall amount to CSR Expenditure, (8) the CSR projects or programs or activities that benefit only the employees of the company and their families shail not be considered as CSR activities in accordance with section 135 of the Act (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 not exceed five percent of total CSR expenditure of the company in one financial year. (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.” Amendment 1. Inserted by the Compar September 2014 s (Corporate Social Responsibility Policy) Amendment Rules 2014 Dated 12th 2. Subsitituted by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2015 Dated 19th January 2015, For the words “established by the company or its holding or subsidiary or associate company under section 8 of the Act or otherwise”, the words “established under section € of the Act by the company, ether singly or alongwith its holding or subsidiary or associate company, or alongwith any other ‘company or holding or subsidiary or associate company of such other company, or otherwise” shall be substituted; 3. Substituted by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2015 Dated I9th January 2018. For the words “not established by the company or its holding or subsidiary or associate company, it’,the words “not established by the company, either singly or alongwith its holding or subsidiary or ‘associate company, or alongwith any other company or holding or subsidiary or associate company of such other company" shalll be substituted 4. Substituted by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2016 Dated 23rd May 2016. In rule 4,for sub-rule (2), te following sub-rule shall be substituted, (2) The Board of a company may decide to undertake its CSR activities approved by the CSR ‘Committee, through (a) acompany established under section 8 of the Act or a registered trust or a registered society, established by the company, either singly or alongwith 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 an Act of Parliament or a State legislature Provided that- if, the Board of a 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 utilisation of funds of such projects and programs and the monitoring and reporting mechanism". 5, Omitted by the Compar 24.08.2020 (Corporate social Responsibility Policy) Amendment Rules, 2020, Dated 7 substituted by Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022 Original Content: (0) The Board shail ensure that the CSR activities are undertaken by the company itself or through ~ (c) a company established under section 8 of the Act, or a registered public trust or @ registered society, registered under section 124 and 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, registered under section 12A and 806 of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar activities.5.CSR Committees. (1) The companies mentioned in the rule 3 shall constitute CSR Committee as under.~ ()' [a company] covered under subsection (I) of section 185 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; (i) aprivate 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 (4) of sub-section (1) of section 380 of the Act ond another person shall be nominated by the foreign company. ? [(2) The CsR Committee shall formulate and recommend to the Board, an annual action plan in pursuance of its CSR Policy, which shall include the following, namely:~ (o) thelist of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule Vil of the. Act; (b) the manner of execution of such projects or programmes as specified in sub-rule () of rule 4; (c) the modalities of utilisation of funds and implementation schedules for the projects or programmes; (4) monitoring and reporting mechanism for the projects or programmes; ond (©) details of need and impact assessment, if any, for the projects undertaken by the company: Provided that Board may alter such plan at any time during the financial year, as per the recommendation ofits CSR Committee, based on the reasonable justification to that etfect ‘Amendment Substituted by The Companies (Corporate Social Responsibily Policy) Amendment Rules, 2018 Dated 19082018 In clause (i) of sub rule (1), for the words:‘an unlisted public company or a private company the following words shall be substituted namely “acompany* 2 substituted by The Companies (Corporate Social Respon’ 2201202] Amendment effective date 22nd January 2021 lity Policy) Amendment Rules, 2021 Dated In rule §, for sub-rule (2): *(2) The CSR Committee shail institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the company." ‘The following sub-rule shall be substituted, namely: *(2) The CSR Committee shall formulate and recommend to the Board, an annual aetion plan in pursuance of its CSR Policy, which shall Include the following, namely:~ (0) the list of CR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule Vilof the Act; (b) the manner of execution of such projects or programmes as specified in sub-rule (1) of rule 4; (c) the modalities of utilisation of funds and implementation schedules for the projects or programmes; (a) monitoring and reporting mechanism for the projects or programmes; and (2) deteits of need and impact assessment, if any, for the projects undertaken by the company: Provided that Board may alter such plan at any time during the financial year, as per the recommendation of its CSR Committee, based on the reasonable justification to that effect”“[omitted] ‘Amendment Substituted by The Companies (Corporate Social Responsibilty Policy) Amendment Rules, 2018 Dated 19092018 in sub-rule (1), in clause (a), for the words falling within the purview of the following words shall be subtituted namely:~ “areas or subjects specified in’ 2 Substituted by The Companies (Corporate Social Responsibilty Policy) Amendment Rules, 2018 Dated 1909.2018 in sub-rule (1),in second proviso to clause (b),for the words a jes included in Schedule Vil the following words shall be subtituted namely:- “areas or subjects specified in Schedule Vil" 8 omitted by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2020, Dated 24.08.2020 + omitted by the Companies (Corporate Social Responsi 22.012020 Amendment effective date 22nd January 2021 y Policy) Amendment Rules, 2021. Dated ‘riginal Content- Original Omitted Content-6. CSR Policy (1) The CR Policy of the company shall, inter-alia, include the following namely =(a) alist of CSR projacts or programs which a company plans to undertake areas or subjects specitiod in] ofthe Schedule Vio the Act, specitying modalities of execution of such project or programs and implementation schedules for the same; and (b) monitoring process of such projects or programs: [Provided that the CSR activities does not include the activities undertaken in pursuance of normal course of business of a company.) Provided ‘[further] thet the Board of Directors shall ensure that activities included by a company inits Corporate Social Responsibility Policy ae related to the ? [areas or subjects specified in Schedule Vil] of the Act. (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 « company] Amendment | Substituted by The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018 Dated 18.08.2018 in sub-rule (1), in clause (a), for the words falling within the purview of the following words shall be subtituted namely:~ “areas or subjects specified int 2 ‘substituted by The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018 Dated 19092018 in sub-rule (1) in second proviso to clause (b)for the words ‘actvitias included in Schedule VI the following words shall be subtituted namely:~ “areas or subjects specified in Schedule vir + omitted by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2020. Dated 24.08.20202 [7.c8R Expenditure, - (1) the board shall ensure that the administ five percent of total CSR expenditure of the company forthe financial year. overheads shall not exceed (2) Any surplus arising out of the CSR activities shall not form part of the business profit of a company ‘and shall be ploughed back into the same project or shall be transferred to the Unspent CSR Account ‘and spent in pursuance of CSR policy and annual action plan of the company or transfer such surplus ‘amount to a Fund specified in Schedule Vi within a period of six months of the expiry of the financial year. (3) Whore a company spends an amount in excess of requirement provided under sub-section (5) of section 135 , such excess amount may be set off against the requirement to spend under sub-section (5) of section 136 up to immediate succeeding three financial years subject to the conditions that ~ (i) the excess amount available for set off shall not include the surplus arising out of the CSR activites, if any, in pursuance of sub-rule (2) ofthis rule. (i) the Board of the company shall pass a resolution to that effect. (2) The CSR amount may be spent by a company for creation or acquisition of a capital asset, which shall be held by - (2) a.company established under section 8 of the Act, or a Registered Public Trust or Registered Society, having charitable objects and CSR Registration Number under sub-rule (2) of rule 4; or (b) beneficiaries of the said CSR project, in the form of self-help groups, collectives, entities; or (c).@ public authority Provided that any capital asset created by a company prior to the commencement of the Companies ( Corporate Social Responsibility Policy) Amendment Rules, 202, shall within a period of one hundred ‘and eighty days from such commencement comply with the requirement of this rule, which may be extended by a further period of not more than ninety days with the approval of the Board based on reasonable justification] Amendment Substituted by The Companies (Corporate Social Responsibilty Policy) Amendment Rules, 2018 Dated 19092018 in rule 7,for the wordspurview of the following words shall be substituted namely: “areas or subjects, specified in” 2 Substituted by The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 Dated 2.012021 Amendment effective from 22nd January 2021 ‘Original Content ~7, CSR Expenditure CSR expenaiture shall include ail expenditure including contribution to corpus or on projects or programs relating to CSR activities approved by the Board on the recommendation ofits CSR Committee, but does not include any expenditure on an item not in conformity or notin tne with activities which fal within the 1 [areas or subjects, specified in] Schedule Vilof the Act Amendment |. Substituted by The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018 Dated 19092018 in rule 7, for the words purview of the following words shall be substituted namely: “areas or subjects, specified in’| [8. esR Reporting (I)the Soorcts Report of @ company covered under these rules pertaining to any financial year shall include an annual report on CSR containing particulars specified in Annexure | or Annexure il, as applicable. (2) n case of a foreign company, the balance sheet filed under clause (b) of sub-section (1) of section 381 of the Act, shall contain an annual report on CSR containing particulars specifiedin Annexure lor Annexure i, as applicable. (3) (a) Every company having average CSR obligation of ten crore rupees or more in pursuance of subsection (5) of section 195 of the Actin the three immediately preceding financial years, shall undertake impact assessment, through an independent agency, of their CSR projects having outlays of ‘one crore rupees or more, and which have been completed not less than one year before undertaking the impact study. (b) The impact assessment reports shall be placed before the Board and shall be annexed to the ‘annual report on CSR. (c) A Company undertaking impact assessment may book the expenditure towards Corporate Social Responsibility for that financial year, which shall not exceed “[two percent] of the total CSR expenditure for that financial year or fifty lakh rupees, “whichever is higher.) Notes 1. Circular relating to Extension of Tenure of High Level Committee or Corporate Social Responsi 2018 dated 8th March 2018 Amendment Substituted by The Companies ( Corporate Social Responsibility Policy) Amendment Rules, 2021, Dated 22.01.2021 Amendment effective from 22nd January 2021, for rule 8:- “8, CSR Reporting () The Board's Report of a company covered under these rules pertaining to a financial year ‘commencing on or after the Ist day of Apri, 2014 shall include an annual report on CSR containing particulars specified in Annexure. (2) In cose of a foreign company, the balance sheet filed under sub-clause (b) of sub-section (1) of ‘section 38) shall contain an Annexure regarding report on CSR”The following rule shall be substituted, namoly:&#X@013; “8. CSR Reporting. (1) The Board's Report of a company covered under these rules pertaining to any financial year shall include an annual report on CSR containing particulars specified in. Annexure lor Annexure I, as applicable. (2) incase of « foreign company, the balance sheet filed under clause (b) of sub-section (1) of section 381 of the Act, shall contain an annual report on CSR containing particulars specified in Annexure |or Annexure I, as applicable, (3) (0) Every company having average CSR obligation of ten crore rupees or more in pursuance of subsection (5) of section 135 of the Actin the three immediately preceding financial years, shall Undertake impact assessment, through an independent agency, oftheir CSR projects having outlays of ‘one crore rupees or more, and which have been completed not less than one year before undertaking the impact study. (b) The impact assessment reports shall be placed before the Board and shall be annexed to the ‘annual report on CSR (c) A Company undertaking impact assessment may book the expenditure towards Corporate Social Responsibility for that financial year, which shall not exceed five percent of the total CR expenditure for that financial year or fifty lakh rupees, whichever is less.” 2 substituted by Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022 Original Content: five percent + substituted by Companies (Corporate Social Responsibiity Policy) Amendment Rules, 2022 tiginal Content: whichever is less‘Disclosures About CSR Policy. ‘The disclosure of contents of Corporate Social Responsibility Policy in the Board's report and on the company’s website, it any, shall be as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014.| [2. Display of csR activities on its website.~ the Board of Directors of the Company shall mandatorily disclose the composition of the CSR Committee, and CSR Policy and Projects approved by the Board ‘on their website if any, for public access. 10. Transfer of unspent CSR amount.~ Unt a fund is specified in Schedule Vi for the purposes of subsection (5) and(6) of section 136 of the Act, the unspent CSR amount if any, shal be transferred by the company to any fund included in schedule vilof the Act Amendment \. substituted by The Companies ( Corporate Social Responsibi Dated 22.012021 Amendment effective from 22nd January 2021 ity Policy) Amendment Rules, 2021 For rule 9- '9. Display of CSR Activities on its Website ‘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, as per the particulars specified in the Annexure.” The following rules shall be substituted, namely: “9, Display of CSR activities on its website.— The Board of Directors of the Company shall mandatorily disclose the composition of the CSR Committee, and CSR Policy and Projects approved by the Board ‘on their website, if any, for public access. 10. Transfer of unspent CSR amount.~ Unt a fund is specified in Schedule VI for the purposes of subsection (5) and(6) of section 136 of the Act, the unspent CSR amount if any, shall be transferred by the company to any fund included in schedule Vil of the Act.”Schedule Vil (See section 135) {Activities which may be included by companies in their Corporate Social Responsibility Policies Activities relating to-— |{() eradicating hunger, poverty and malnutrition, ["promoting health care including preventinve health care"] and sanitation é[including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation] and making available sate drinking water. (i) promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects (ii) promoting gender equality, empowering women, setting up homes and hostels for women and ‘orphans; setting up old age homes, day care centres 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, agroforestry, conservation of natural resources and maintaining quality of sol, air and water * [including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga}, () protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of ar; setting up public libraries; promotion and development of traditional art and handicratts; (vi) measures for the benefit of armed forces veterans, war widows and their dependents, °[ Central ‘Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows]; (vi) training to promote rural sports, nationally recognised sports, paralympic sports and olympic sports (vil) contribution to the prime minister's national relief fund ® [or Prime Minister's Citizen Assistance ‘and Rel in Emergency Situations Fund (PM CARES Fund)] or any other fund set up by the central govt. for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women; 1®/(ix) (a) Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government; and(b) Contributions to public funded Universities; indian institute of Technology (17s); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (0ST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unarni, Siddha and Homoeopathy (AvUSH); Ministry of Electronics and information Technology and other bodies, namely Defense Research and Development Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research ((CMR) and Council of Scientific and industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (S0¢s)] (1) rural development projects] 5{(x1) slum area development. sm, the term"slum area’ shall mean any area declared as such Explanation.- For the purposes of thi by the Central Government or any State Government or any other competent authority under any law forthe time being in force 9 elie, rehabilitation and reconstruction activities *[(s) disaster management, inclu Not 1. Clarification on spending of CSR funds for COVID-18 2. COVID-19 rolatod FAQS on CSR ‘Amendment ' Substituted by Notification Dated 27th February, 2014. - Original Content 2. substituted by Notification Dated 3st March, 2014, For the wordis “promoting preventive health care" read. “promoting health care including preventinve health care’. 5 Inserted by Notification Dated 7th August, 2014. 4 Inserted by Notification Dated 24th October, 2014. 5. Inserted by Notification dated 30th may 2019. © Substituted by Notification Dated ith October 2018. in Schedule Vil for the item no. ix; ix. contributions or funds provided to technology incubators located within academic institutions which ‘are approved by the central govt, the following item and entries shall be substituted namely,(ix) Contribution to incubators funded by Central Government or State Government or any agency or Public Sector Undertaking of Central Government or State Government, and contributions to public funded Universities, Indian Institute of Technology (ITs), National Laboratories and Autonomous Bodies (established under the auspices of indian Council of Agricultural Research (ICAR), Indian Council of Medical Research (ICMR), Council of Scientific and Industrial Research (CSIR), Department of Atomic: Energy (DAE), Defence Research and Development Organisation (0800), Department of Science and Technology (DST), Ministry of Electronics and Information Technology) engaged in conducting research in science, technology, engineering and medicine oimed at promoting Sustainable Development Goals (soes). 7. Inserted by Notification Dated 18th November 2019, ® Inserted by Notification Dated 26th May 2020 Effective from 28.03.2020 5. Inserted by Notification Dated 23rd June 2020. 18 Substituted by Notification Dated 24th August 2020 in Schedule Vil for the item no. ix: ®[(ix) Contribution to incubators funded by Central Government or State Government or any agency or Public Sector Undertaking of Central Government or State Government, and contributions to public funded Universities, ndian institute of Technology (IITs), National Laboratories and Autonomous Bodies (established under the auspices of indian Council of Agricultural Research (ICAR), Indian Council of Medical Research (ICMR), Council of Scientific and Industrial Research (CSIR), Department of Atomic Energy (DAE), Defence Research and Development Organisation (0R00),’ [Department of Biotechnology (081)], Department of Science and Technology (DST), Ministry of Electronics and information Technology) engaged in conducting research in science, technology, engineering and medicine cimed at promoting Sustainable Development Goals (SDGs)] the following item and entries shall be substituted namely, (x) (a) Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government; and(©) Contributions to public funded Universities; Indian institute of Technology (1s); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (0ST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development Organisation (ORDO); indian Council of Agricultural Research (ICAR); Indian Council of Medical Research ((CMR) and Counc! of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDs). Original omitted Content (') eradicating extreme hunger and poverty; (i) promotion of education; (ii) promoting gender equality and empowering women; (iv) reducing child mortity and improving maternal health; (v) combating human immunodeficiency virus, acquired immune deficiency syndrome, malaria and other diseases; (va) ensuring environmental sustainability; (vi) employment enhancing vocational skits; (vill) social business projects; (ix) contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government or the State Governments for socio-economic development and relief and funds for the ‘welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women; ‘and (x) such other matters as may be prescribed.