Tag: Internal Reconstruction

Corporate Social Responsibility (CSR) is a legal and ethical responsibility of companies to contribute to the social, economic, and environmental development of the society in which they operate. As per Section 135 of the Companies Act, 2013, companies meeting specific criteria are required to spend at least 2% of their average net profits of the preceding three years on CSR activities. Effective measurement and transparent presentation of CSR spendings are essential for regulatory compliance and stakeholder trust.

Measurement of CSR Spendings

a. Determining Eligible Expenditure

CSR spending includes all expenditures incurred on CSR activities listed in Schedule VII of the Companies Act, 2013. These include areas like education, health, environmental sustainability, gender equality, poverty eradication, and support to national heritage.

Only those expenses directly related to CSR activities qualify as CSR spendings. Administrative overheads should not exceed 5% of the total CSR expenditure.

b. Net Profit Calculation

The basis for CSR obligations is the average net profit of the company during the three immediately preceding financial years. Net profit is calculated as per Section 198 of the Companies Act, which includes operational profits but excludes capital profits, dividend income from subsidiaries, and revaluation gains.

c. Mode of Spending

CSR spending can be:

• Direct: Where the company itself undertakes the project.

• Indirect: Through registered trusts, societies, or Section 8 companies.

In both cases, the company must ensure accountability, monitoring, and impact evaluation of the project.

d. Surplus Treatment

Any surplus arising from CSR activities must be re-invested into CSR activities in the same financial year or within three years. It cannot be added to business profits.

e. Set-Off and Carry Forward

If a company spends more than the required amount in a financial year, it can set off the excess amount against future CSR obligations for up to three subsequent financial years, subject to Board approval and proper disclosure in the annual report.

Presentation of CSR Spendings:

a. Financial Statement Disclosure

Companies are required to present their CSR spending in the financial statements as per the Schedule III of the Companies Act. This includes:

• Total amount required to be spent.

• Amount actually spent.

• Reasons for shortfall, if any.

• Manner of spending (direct/through implementation agencies).

• Details of capital assets created or acquired.

These disclosures are presented as Notes to Accounts in the financial statements.

b. CSR Reporting in Annual Report

A comprehensive report on CSR is to be included in the Board’s Report forming part of the Annual Report. This report must contain:

• CSR policy of the company.

• Composition of CSR Committee.

• Average net profits and CSR obligation.

• Amount spent during the year.

• Project-wise spending details.

• Details of impact assessment, if applicable.

In case of a shortfall, the Board must explain the reasons and propose remedial measures.

c. Reporting for Ongoing Projects

For ongoing CSR projects, companies must disclose:

• Project name and duration.

• Total budget and expenditure incurred.

• Unspent amount and reason for delay.

• Transfer of unspent amount to Unspent CSR Account within 30 days of the end of financial year.

• Utilization of such amount within three financial years.

Failure to comply may lead to penalties under Section 135(7).

d. Audit and Assurance

Although CSR spending is not subject to a separate statutory audit, it is reviewed during statutory audit of financial statements. Companies must maintain proper books of accounts and supporting documents for CSR transactions.

For large projects or companies with significant CSR budgets, it is advisable to conduct third-party impact assessments to evaluate the effectiveness of CSR initiatives and provide transparency to stakeholders.

Challenges in Measurement and Presentation

• Attribution of costs in indirect projects.

• Determining project outcomes vs. expenditure.

• Managing multi-year projects with consistent budgeting.

• Aligning CSR reporting with sustainability or ESG reports.

• Tracking surplus generation and proper reinvestment.

To overcome these challenges, companies must adopt robust internal control systems, involve CSR professionals, and align their reporting with global best practices like GRI (Global Reporting Initiative).

Capital Asset for CSR refers to any tangible or intangible asset created or acquired by a company as part of its Corporate Social Responsibility (CSR) activities under Schedule VII of the Companies Act, 2013. These may include buildings, equipment, or technology developed for educational, healthcare, or community benefit projects. However, such assets cannot be owned by the company. Ownership must rest with a public authority, registered trust, society, or a Section 8 company. The asset should be used solely for CSR purposes, ensuring community benefit and aligning with CSR policy mandates and legal provisions.

Features of Capital Asset for CSR:

• Non-Profit Ownership

Capital asset created under CSR must not be owned by the company itself. As per the Companies (CSR Policy) Amendment Rules, 2021, ownership of the asset should be transferred to a Section 8 company, registered public trust, registered society, or a government authority. This ensures that the asset is used for public welfare and not for commercial gain. The transfer of ownership must be documented and aligned with CSR rules to avoid legal or tax-related issues and to ensure CSR compliance.

• Intended for Community Benefit

The primary purpose of a CSR capital asset is to benefit the community. Assets like hospitals, schools, or vocational centers must directly address social issues such as health, education, or livelihood. They must serve underprivileged or marginalized sections of society. The company must ensure that the asset is operational, maintained, and accessible to the intended beneficiaries. This focus on public welfare reinforces the essence of CSR, which is to give back to society and promote inclusive growth and sustainable development.

• Utilized for Permissible CSR Activities

Capital assets should only be created for CSR activities defined under Schedule VII of the Companies Act, 2013. These include projects related to education, healthcare, rural development, sanitation, and environmental sustainability. Companies cannot include capital assets built for business promotion or employee welfare under CSR. Proper planning and documentation are required to ensure that the asset aligns with CSR objectives and not with business interests, which is a key condition for claiming the expense as CSR-compliant.

• Proper Disclosure and Documentation

Companies must maintain transparent records and disclosures for CSR-related capital assets in their financial statements and annual CSR reports. This includes details such as cost, ownership, location, and purpose. The records ensure accountability and demonstrate that the asset has been created in accordance with the rules. Annual CSR filings submitted to the Ministry of Corporate Affairs (MCA) must clearly identify capital assets and their transfer details to the specified entities. Failure to comply may result in penalties or disqualification of CSR expenditure.

• Prohibition of Personal or Business Use

CSR capital assets cannot be used for business, personal benefit, or employee welfare purposes. The Companies Act strictly prohibits any direct or indirect benefit to the company or its employees (beyond CSR volunteers). For example, a building constructed for educational purposes cannot be used as a training center for the company’s staff. If violated, the company may face disqualification of such expenditure from CSR obligations, leading to regulatory scrutiny and possible penalties under the Companies Act or tax laws.

• Mandatory Transfer in Certain Cases

If a company ceases operations or dissolves the trust/society used for CSR implementation, it is mandatory to transfer the capital asset to another eligible entity within 90 days. This ensures that the asset continues to serve public interests and is not misused or lost. The transfer must be documented and reported to the MCA. This rule preserves the social value of the asset and ensures continuity in public benefit, even if the originating company changes its operations or exits the CSR initiative.

Surplus from CSR activities refers to any income or gains generated during the implementation of Corporate Social Responsibility initiatives, such as interest earned on unutilized CSR funds, income from CSR-related projects, or sale of assets created through CSR. As per the Companies (CSR Policy) Amendment Rules, 2021, this surplus must not form part of the company’s business profits. Instead, it must be reinvested in the same CSR project, used for other CSR activities, or transferred to a fund specified in Schedule VII of the Companies Act, 2013. The rules ensure that CSR-generated surplus is utilized strictly for social and developmental purposes and not for commercial benefits. Companies are required to disclose such surplus and its utilization in their Annual CSR Report to maintain transparency and compliance with the law.

Reasons of Surplus from CSR Activities:

• Interest Earned on Unutilized CSR Funds:

When a company allocates funds for CSR activities but doesn’t utilize them immediately, the money may be temporarily parked in bank accounts or financial instruments. This generates interest income, which is considered surplus. Although not intentionally earned, this interest is directly related to CSR funds and is thus treated as surplus under CSR rules. As per CSR policy guidelines, this interest must be re-invested in CSR projects or transferred to specified funds, ensuring it is not used for any non-CSR business or operational purposes.

• Sale of Assets Created Under CSR:

Occasionally, CSR projects involve the creation of assets like equipment, infrastructure, or goods (e.g., machinery donated to an NGO). If these assets are later sold—either by the company or by the implementing agency—any proceeds received are considered surplus. This surplus cannot be credited to business profits. Instead, it must be used for further CSR activities or transferred to a Schedule VII fund. This rule ensures that the economic value created through CSR efforts stays within the domain of social development and is not diverted for commercial use.

• Income Generated from CSR Projects:

Sometimes CSR initiatives like skill development programs or women empowerment projects may generate income. For example, training programs in tailoring or handicrafts may lead to the production and sale of goods. The proceeds from these sales are considered surplus from CSR activities. Even if the income is earned indirectly, its source being CSR qualifies it as surplus. As per CSR regulations, such income must be reinvested into similar CSR initiatives or related programs, ensuring that the cycle of benefit continues and the funds are not reabsorbed into the business.

• Savings Due to Cost Efficiency:

At times, CSR projects may be executed under budget due to effective planning, discounts from vendors, or donations received during implementation. This results in unused funds or savings, which are categorized as surplus. These excess funds, even though resulting from cost efficiency, must still be used only for CSR purposes. The company must either utilize this surplus in the same project or allocate it to other CSR activities as allowed under Schedule VII. These savings cannot be carried over as business profit or used for regular corporate operations.

• Contributions or Donations Received:

CSR projects often involve collaborations with NGOs, government bodies, or community organizations. In such cases, if external donations or co-funding is received and leads to an excess of funds, the amount is classified as surplus from CSR. This applies especially when the company is the executing agency. While the intention behind such donations may be noble, CSR regulations require that the entire surplus be applied to CSR projects. It emphasizes transparency and ensures that contributions meant for social development are not misused or redirected to business gains.

• Short Fall in CSR Spent:

A shortfall in CSR spent occurs when a company fails to meet the minimum mandatory expenditure requirement on Corporate Social Responsibility under Section 135 of the Companies Act, 2013. Companies with a net worth of ₹500 crore or more, turnover of ₹1,000 crore or more, or net profit of ₹5 crore or more must spend at least 2% of their average net profits (of the past three financial years) on CSR activities. If there is any unspent amount, especially related to ongoing projects, it must be transferred to a special “Unspent CSR Account” within 30 days from the end of the financial year. Failure to comply results in financial penalties and legal action as per the Companies (CSR Policy) Amendment Rules.

• Excess in CSR Spent:

Excess in CSR spent occurs when a company spends more than the prescribed 2% of its average net profits on Corporate Social Responsibility activities in a given financial year, as mandated by Section 135 of the Companies Act, 2013. According to the Companies (CSR Policy) Amendment Rules, 2021, such excess CSR expenditure can be carried forward and set off against the required CSR spending for up to three subsequent financial years, provided the excess amount is not related to surplus arising out of CSR activities. To utilize the excess in future years, the Board must pass a resolution approving the set-off. Proper disclosure of the excess amount and its future adjustment must be made in the Board’s Report and Annual CSR Report. This provision offers flexibility to companies in managing CSR obligations efficiently over multiple financial years.

Corporate Social Responsibility (CSR) is governed under Section 135 of the Companies Act, 2013, which mandates certain companies to spend a portion of their profits on social and environmental activities. Proper accounting for CSR activities is crucial for transparency, ensuring that funds are allocated effectively and used for the intended purposes. The accounting for CSR expenses involves both recording and reporting the expenditures, as well as adhering to the statutory requirements as laid out by the Companies Act, 2013.

CSR Policy Framework:

Every company falling under the CSR applicability criteria must formulate a CSR policy, which outlines the objectives and activities to be pursued. This policy must be approved by the Board of Directors and must include areas such as education, health, gender equality, environmental sustainability, etc. The CSR policy also defines the amount to be spent and how the company will track its CSR contributions.

CSR Spend Recognition:

Under Section 135(5) of the Companies Act, 2013, the company is required to spend a minimum of 2% of its average net profit over the last three financial years on CSR activities. If the company fails to meet this requirement, it must explain the reasons in the Director’s Report.

CSR Expenditure Classification:

The expenditure on CSR activities should be recognized as “CSR expense” in the profit and loss statement. The company should create separate accounts for CSR expenditure, ensuring that it is not confused with other operational expenses. These expenses should be classified under the appropriate heads as per Schedule VII of the Companies Act, 2013.

Accounting Entries:

• CSR Expense Debit
  When CSR expenditure is incurred, the following accounting entry is recorded:

Debit: CSR Expense (P&L Account)
Credit: Cash/Bank (Liability)

• CSR Liability Recognition

If the CSR funds are not utilized immediately but committed to be used in the future, the following entry is passed:

Debit: CSR Expense (P&L Account)
Credit: CSR Payable (Liability Account)

Capital vs Revenue CSR Expenditure

The CSR expenditure may be classified into either capital or revenue expenditure, depending on the nature of the activity. For example:

• Revenue CSR Expenditure: This includes donations, contributions, and expenses related to social activities like health, education, and welfare.

• Capital CSR Expenditure: This includes expenses related to long-term assets such as setting up a school, hospital, or infrastructure for a community. Such costs are capitalized and depreciated over time.

CSR Reporting and Disclosures:

The company is required to disclose CSR expenditure in its financial statements, along with details on the projects undertaken. The report must mention:

• The total CSR expenditure for the year

• The areas where the CSR activities were carried out

• The amount spent directly on CSR activities and any indirect expenses

The CSR policy and related details must be included in the annual report, and the company must specify whether it has complied with the mandatory 2% expenditure or provide reasons for non-compliance.

Unspent CSR Funds:

If the company is unable to spend the required CSR amount in a given year, the unspent funds must be transferred to a special account for CSR expenditure within six months of the end of the financial year. These funds should be spent within the next three years. If the company fails to spend the CSR amount within this period, it must explain the reasons in the Director’s Report.

Accounting for Unspent CSR Funds:

• Unspent CSR Funds Transfer:

Debit: CSR Expense (P&L Account)
Credit: Unspent CSR Fund (Liability Account)

CSR Audit:

Companies are required to ensure that CSR expenditures are properly audited, especially for companies with a CSR obligation of ₹10 crores or more. This ensures that the CSR activities are carried out as per the policy and guidelines established under the Companies Act, 2013. The audit helps verify the accuracy of the funds spent and the compliance with the CSR policy.

Permissible activities under CSR Policies, as outlined in Schedule VII of the Companies Act, 2013, focus on social, environmental, and economic development. These include eradicating hunger, promoting education, ensuring gender equality, supporting environmental sustainability, preserving national heritage, and improving health and sanitation. Companies can also contribute to rural development, disaster management, and support national relief funds. These activities aim to foster inclusive growth, enhance the quality of life, and contribute to societal well-being, aligning business objectives with broader social goals.

Permissible Activities under CSR Policies Schedule VII:

• Eradicating Hunger, Poverty, and Malnutrition

One of the key areas under Schedule VII of the Companies Act, 2013 is the elimination of hunger, poverty, and malnutrition. Companies are encouraged to contribute to feeding programs, food banks, or initiatives aimed at improving access to nutritious food for underprivileged communities. Such projects can include providing meals to disadvantaged children, setting up nutrition programs for malnourished populations, and supporting efforts to reduce food insecurity. The focus is on promoting better nutrition and sustainable living conditions, particularly in rural and economically backward areas, to uplift communities out of poverty.

• Promoting Education, Including Special Education

Education is a critical area under CSR activities as listed in Schedule VII. Companies can allocate funds to support both primary and higher education, including scholarships for deserving students. Special education initiatives, particularly for differently-abled individuals, also fall under this category. Supporting the infrastructure of schools, providing digital learning resources, building libraries, and setting up educational programs are essential components of CSR in education. The objective is to create equal access to education, reduce dropout rates, and foster a knowledge-based economy that enhances social development and inclusivity.

• Promoting Gender Equality and Women’s Empowerment

Gender equality is a significant focus of CSR activities. Companies are encouraged to support initiatives that promote women’s empowerment, including vocational training programs, entrepreneurship initiatives, and support for women in leadership roles. CSR funding can also go toward fighting gender-based violence, providing safe spaces for women, and facilitating legal aid for female victims of abuse. This goal aligns with both national and global movements for gender equity, with the aim of creating opportunities for women in areas such as education, employment, health, and entrepreneurship.

• Ensuring Environmental Sustainability

Sustainability is one of the fundamental pillars of CSR, and activities focused on environmental conservation are essential. Under Schedule VII, companies are expected to contribute to activities that ensure the protection of the environment. This could involve waste management, energy conservation, biodiversity conservation, and water management programs. CSR can support initiatives such as planting trees, reducing carbon footprints, and implementing renewable energy projects. The objective is to create a balance between industrial development and environmental protection to ensure the well-being of future generations.

• Protection of National Heritage, Art, and Culture

Under CSR policies, companies are encouraged to contribute to the preservation of cultural heritage and promotion of arts. Activities can include supporting museums, art galleries, heritage conservation projects, and cultural festivals. CSR funding can help preserve traditional arts, crafts, and heritage sites while also supporting local artists and performers. Through these initiatives, companies play a role in sustaining and enriching the cultural identity of a nation. It also includes initiatives aimed at promoting indigenous languages and practices to maintain cultural diversity in the face of globalization.

• Rural Development Projects

Rural development is a key area under CSR activities, as it directly impacts the economic and social well-being of rural communities. Companies can invest in infrastructure projects, such as building roads, bridges, and sanitation facilities, or support skill development programs for rural populations. Other initiatives could include access to clean water, affordable housing, and sustainable agricultural practices. By investing in rural development, businesses contribute to reducing the rural-urban divide and provide opportunities for growth and development in underserved areas, contributing to national economic progress.

• Ensuring Health Care and Sanitation

Health care and sanitation form another major CSR focus area. Companies can contribute to healthcare facilities, particularly in rural or underserved urban areas, by supporting medical camps, providing medical equipment, or funding hospital infrastructure. They can also invest in sanitation projects, such as building toilets in rural areas or promoting clean water initiatives. This area aligns with global health initiatives, particularly Universal Health Coverage (UHC), and contributes to reducing public health risks by improving living conditions, reducing disease, and enhancing access to basic healthcare services.

• Contributions to Prime Minister’s National Relief Fund (PMNRF)

Contributions to national relief efforts, such as the Prime Minister’s National Relief Fund (PMNRF), are also permissible under CSR policies. These funds are used to provide immediate relief to victims of natural disasters, accidents, or other emergencies. Companies contribute to this fund to support the government’s disaster response efforts and help communities recover from calamities like floods, earthquakes, and pandemics. This type of contribution is seen as part of the company’s social responsibility toward national disaster management, ensuring swift relief and rehabilitation of affected populations.

• Slum Area Development

Slum area development is another priority under CSR activities. Companies can fund programs that improve the living conditions in slum areas, focusing on infrastructure development, housing, and public health services. This could include building community centers, improving drainage and sanitation systems, or providing access to clean water and electricity. Additionally, companies may engage in vocational training to empower individuals in slums with skills that increase employability. This not only enhances living conditions but also fosters social integration and provides opportunities for upward mobility for marginalized communities.

• Disaster Management, Prevention, and Relief

Lastly, CSR activities under Schedule VII also cover disaster management, prevention, and relief efforts. Companies can contribute to disaster preparedness initiatives, including setting up emergency response teams, providing training for communities to deal with natural disasters, and funding relief operations. CSR funds can support evacuation plans, rehabilitation centers, and relief materials during disasters. By contributing to disaster management, companies help reduce the impact of unforeseen events on vulnerable populations and support long-term recovery efforts, which is crucial for building resilient communities.

Corporate Social Responsibility (CSR) activities refer to the efforts made by businesses to contribute to social, environmental, and economic development while maintaining their profit motives. CSR initiatives aim to improve the quality of life for communities, employees, and society at large. These activities go beyond legal requirements and focus on voluntary actions that businesses undertake to promote sustainability, equity, and social welfare. CSR is a commitment to conduct business ethically and in a manner that benefits both the organization and society.

• Legal Framework for CSR Activities

Under Section 135 of the Companies Act, 2013, large companies are mandated to engage in CSR activities if they meet certain financial criteria. Companies must spend at least 2% of their average net profit over the last three years on eligible CSR initiatives. If they fail to do so, the Board must explain the reason for not spending the required amount. The guidelines for CSR activities are further detailed in Schedule VII of the Act, which outlines permissible areas like environmental protection, education, health care, and poverty alleviation.

• Focus Areas for CSR Activities

CSR activities cover a wide range of initiatives aimed at societal betterment. These include education, healthcare, environmental sustainability, gender equality, social empowerment, poverty alleviation, and infrastructure development. These activities often align with national development goals and global sustainability objectives, such as the United Nations Sustainable Development Goals (SDGs). Companies can contribute to society by focusing on areas that resonate with their business values and strategic goals, ensuring the long-term sustainability of both the business and the community.

• Scope of CSR Activities

The scope of CSR activities is broad and can vary depending on a company’s industry, resources, and strategic interests. Common initiatives include donations to charity, setting up scholarships for underprivileged students, building infrastructure in rural areas, promoting gender diversity and inclusive employment practices, and supporting environmental conservation efforts. Companies may also undertake specific activities like healthcare services, disaster relief, or supporting NGOs. The key is that CSR should have a lasting impact on the community or the environment and reflect the values of the organization.

• CSR Funding and Allocation

As per the Companies Act, businesses are required to allocate at least 2% of their average net profits of the last three years towards CSR activities. Companies need to set a budget that is approved by the Board, and the funds should be spent on activities mentioned in Schedule VII of the Companies Act. If any amount remains unspent, the company is required to transfer it to specific government funds, such as the PM CARES Fund or the Swachh Bharat Kosh. Accurate allocation ensures transparency and compliance.

• Implementation of CSR Initiatives

Once a CSR policy is formulated, companies can either execute CSR projects directly or partner with third-party organizations, including NGOs, social enterprises, or government bodies. Effective implementation requires clear planning, monitoring, and evaluation mechanisms to ensure that the objectives of the CSR activities are achieved. Companies often create a CSR committee to oversee activities, ensure funds are utilized appropriately, and evaluate the effectiveness of the initiatives. Periodic reviews and reports are crucial to maintaining transparency and accountability.

• CSR Reporting and Disclosure

Transparency is a key aspect of CSR. Companies must disclose their CSR activities in their annual Board report, which includes details of CSR projects, funds spent, and reasons for any shortfall in the required spending. Publicly traded companies are also required to upload their CSR policy and initiatives on their website. This disclosure ensures that stakeholders, including investors, customers, and employees, can track how the company is contributing to societal well-being. It also helps build public trust and enhances the company’s reputation as a responsible corporate entity.

• Impact Assessment of CSR Activities

To ensure that CSR initiatives are effective, companies often perform impact assessments. These assessments measure the outcomes of CSR projects, evaluating their success in achieving social, environmental, and economic goals. Impact assessments may involve surveys, interviews, and data analysis to determine the benefits of CSR activities. These assessments help companies understand the value of their investments and whether they are meeting their CSR objectives. A comprehensive report based on the findings is often shared with stakeholders for greater accountability.

• Ethical Considerations in CSR Activities

Ethical considerations are central to CSR activities. Companies should ensure that their CSR initiatives do not exploit vulnerable populations, violate human rights, or harm the environment. This means that businesses must engage in practices that are socially responsible and environmentally sustainable. Transparency, fairness, and respect for local cultures and communities should be prioritized. CSR activities should not be used as mere marketing tools but should genuinely address pressing social issues. Ethical CSR also involves stakeholder engagement and collaboration with local communities for better outcomes.

• Benefits of CSR Activities

CSR activities offer several benefits to businesses. Engaging in CSR can enhance a company’s brand image, foster customer loyalty, and attract socially conscious investors. Additionally, it can improve employee morale, increase employee retention, and build a positive corporate culture. For businesses, CSR can also lead to operational efficiencies, as environmental sustainability practices reduce costs in the long run. Moreover, CSR allows companies to differentiate themselves in competitive markets by demonstrating a commitment to societal welfare, fostering trust among stakeholders and improving overall corporate reputation.

• Challenges in CSR Activities

While CSR provides numerous benefits, companies also face challenges in its execution. One of the major challenges is allocating sufficient resources to meet CSR goals while balancing business priorities. Another challenge is ensuring long-term impact and avoiding short-term or superficial initiatives that do not produce significant social change. Measuring the effectiveness of CSR projects can also be difficult due to a lack of standardized metrics. Companies may also face difficulties in identifying the right partner organizations and aligning with genuine community needs, making it essential to choose CSR projects wisely.

• CSR and Employee Engagement

Engaging employees in CSR initiatives helps to build a strong sense of corporate culture. Many companies encourage employees to participate in volunteer activities, donate to charitable causes, or even dedicate time to community outreach projects. This active involvement helps employees feel more connected to the company’s values and gives them a sense of purpose beyond their daily work. Employee-driven CSR programs also improve job satisfaction and foster loyalty, making employees feel like integral parts of the organization’s social responsibility efforts.

• Long-Term Sustainability of CSR Activities

For CSR activities to be sustainable, they must be planned with a long-term perspective. Businesses should look for ways to integrate CSR into their core operations, rather than treating it as an isolated initiative. This could include practices like adopting green technologies, promoting sustainable sourcing, or ensuring fair trade practices throughout the supply chain. Long-term sustainability also requires consistent funding, periodic reviews of CSR initiatives, and alignment with evolving community needs. Companies that focus on sustainable CSR practices create lasting value for both the business and the communities they serve.

• CSR as a Competitive Advantage

In today’s competitive business environment, CSR activities can serve as a differentiator. Companies that demonstrate a genuine commitment to social, environmental, and economic causes often stand out among their competitors. CSR can enhance a company’s public image, making it more attractive to customers who prefer to engage with responsible businesses. It can also foster partnerships with governments, NGOs, and other businesses that value ethical and sustainable practices. By aligning CSR with corporate strategy, businesses can gain a significant competitive edge while contributing to the broader well-being of society.

• Government Support and Incentives for CSR

The government encourages companies to engage in CSR activities through various incentives and tax benefits. Under Section 135 of the Companies Act, 2013, companies can receive deductions for CSR expenses incurred on approved activities. Additionally, certain CSR projects aligned with government priorities, such as Swachh Bharat, Make in India, or Skill India, may benefit from government collaborations, grants, or recognition. By contributing to national development goals, companies can build better relationships with government bodies and benefit from positive public policies that align with their business objectives.

Corporate Social Responsibility (CSR) obligation under Section 135 of the Companies Act, 2013 is an essential legal requirement for certain companies, ensuring that they contribute to societal welfare. The section applies to companies that meet specific financial criteria, ensuring that the larger companies with substantial resources participate in CSR activities.

Applicability of CSR Criteria

As per Section 135, CSR is mandatory for companies that meet any one of the following criteria in the preceding financial year:

• Net worth of ₹500 crore or more,

• Turnover of ₹1,000 crore or more, or

• Net profit of ₹5 crore or more.

If a company fulfills any of these criteria, it must adhere to CSR regulations outlined in the Act.

Formation of CSR Committee

For companies meeting the criteria under Section 135, it is required to constitute a CSR Committee. This committee should have:

• At least three directors, including at least one independent director for public companies.

• For private companies and unlisted companies, the requirement may be adjusted, but at least two directors should be appointed to the CSR Committee.

The CSR Committee is responsible for overseeing CSR activities, ensuring funds are allocated appropriately, and reporting to the board.

Formulation of CSR Policy

The CSR Committee is tasked with formulating a CSR Policy for the company. The policy outlines the strategic direction, scope, and focus areas for CSR activities. The Board must approve the policy, and it must be:

• Aligned with Schedule VII of the Companies Act, which lists eligible CSR activities,

• Measurable and time-bound for effective implementation,

• Consistent with the company’s values and goals for sustainability.

CSR Expenditure Obligation

The Act mandates that the applicable company spends at least 2% of its average net profit from the last three financial years on CSR activities. If a company does not spend the prescribed amount, it is required to explain the reasons in the Board’s report. CSR spending should be directed towards activities listed in Schedule VII of the Companies Act.

CSR Activities Covered under Schedule VII

The companies must use their CSR funds for activities specified in Schedule VII of the Companies Act, which include:

• Environmental sustainability,

• Eradicating hunger,

• Promoting education and healthcare,

• Providing skills development,

• Supporting national heritage and culture,

• Promoting gender equality and women empowerment,

• Disaster management, and more.

Companies are encouraged to align CSR with national priorities, including projects in the areas of rural development and the welfare of marginalized communities.

Reporting of CSR Activities

CSR activities need to be disclosed in the Board’s report, which is a mandatory part of the company’s annual filing. The report should include:

• The CSR policy followed by the company,

• The details of the CSR initiatives undertaken,

• The amount spent on each activity,

• The reasons for shortfall in spending (if applicable).

Additionally, companies with a website must also publish their CSR policy and initiatives on the website for public transparency.

Impact Assessment of CSR Initiatives

While not mandatory, it is encouraged that companies engage in impact assessment for large CSR projects. This helps measure the effectiveness of CSR spending, ensuring that initiatives achieve their intended outcomes. This can be undertaken either by internal teams or through independent third-party assessments, and the results must be made available in public records.

Unspent CSR Funds

If a company is unable to spend the prescribed CSR amount in a given year, the unspent amount must be transferred to one of the following funds within 6 months from the end of the financial year:

• PM CARES Fund,

• Swachh Bharat Kosh,

• Clean Ganga Fund,

• Other government-specified funds.

This provision ensures that CSR funds are directed towards national welfare even if companies cannot directly engage in projects in that particular year.

Penalties for Non-Compliance

Non-compliance with CSR spending regulations invites penalties under the Companies (Amendment) Act, 2019:

• Company: Fine of twice the unspent amount or ₹1 crore (whichever is lower),

• Officers in default: A fine of ₹2 lakh or imprisonment for up to 1 year, or both.

These penalties ensure that companies comply with CSR regulations and contribute effectively to society.

Governance and Transparency in CSR:

To ensure accountability and transparency in CSR spending, companies are expected to:

• Regularly update the Board and the public on CSR activities and expenditures,

• Ensure compliance with CSR policy guidelines,

• Maintain records for auditing purposes to prevent misuse of funds.

By focusing on governance and transparency, the Companies Act aims to make CSR a meaningful contribution to society.

CSR and Public Perception:

Adherence to CSR regulations positively influences public perception, enhancing the company’s brand image. Businesses with strong CSR initiatives are perceived as responsible corporate citizens, which can strengthen customer loyalty, attract investors, and foster better relationships with government and society. The growing awareness of corporate responsibility has made CSR a strategic tool for modern companies.

In the event of a company’s liquidation, the Distribution of proceeds from the sale of assets is governed by a specific hierarchy called the “Waterfall mechanism”. This order ensures that various stakeholders are paid in a legally prescribed sequence. The objective is to maintain fairness, transparency, and legal compliance during the settlement process.

The Insolvency and Bankruptcy Code (IBC), 2016 – Section 53 governs the order of priority in distributing assets. The Companies Act, 2013, also has related provisions under Section 327 (preferential payments) and Section 326 (overriding provisions for workmen’s dues).

1. Insolvency Resolution Process Costs and Liquidation Costs

The first payment priority is to cover the Insolvency Resolution Process (IRP) costs and liquidation costs. These include:

• Fees of insolvency professionals.

• Costs incurred for managing company operations during the resolution.

• Legal and administrative expenses.

• Any interim finance availed during the process.

These costs are non-negotiable and must be paid in full before any distribution to creditors or stakeholders.

2. Workmen’s Dues and Secured Creditors (Unenforced Security)

This class includes:

• Workmen’s dues for the 24 months preceding the liquidation commencement date.

• Secured creditors who choose to relinquish their security interest to the liquidation estate.

They share the proceeds equally under this class. This provision protects employees’ rights and recognizes the importance of workers in business operations.

3. Wages and Unpaid Dues to Employees (Other Than Workmen)

This category consists of:

• Salaries, wages, and other dues to employees, other than workmen, for up to 12 months preceding the liquidation commencement.

This ensures that non-workmen employees such as clerks, assistants, and administrative staff are compensated fairly for their dues.

4. Financial Debts Owed to Unsecured Creditors

After paying employees, unsecured financial creditors are entitled to recover their dues. These include:

• Debentures and bonds without collateral.

• Bank loans that are unsecured.

They form a major class of creditors and bear higher risk, which is why they are positioned lower in the priority list.

5. Government Dues and Remaining Secured Creditors

This class includes:

• Government dues like income tax, GST, VAT, and other statutory dues for the two years preceding liquidation.

• Secured creditors who choose to enforce their security interest outside the liquidation process but have remaining unpaid amounts.

Government dues are placed below unsecured creditors, marking a major shift introduced by the IBC, which prioritizes market creditors over sovereign claims.

6. Any Remaining Debts and Dues

This includes:

• Creditors not fitting in any previous categories.

• Miscellaneous claims without specific legal protection.

These claimants are paid only if surplus remains after fulfilling higher-order liabilities.

7. Preference Shareholders

Preference shareholders are entitled to repayment of capital after all debts and statutory dues are settled. Their preferential right is only with respect to equity shareholders, not above any creditor.

8. Equity Shareholders or Partners

At the bottom of the waterfall are the equity shareholders or partners (in the case of LLPs). They are residual claimants and receive payment only if surplus remains after all prior obligations have been satisfied. Often, in practice, they may receive nothing.

Summary of the Waterfall Mechanism (Section 53 of IBC):

Companies Act, 2013, replaced several provisions of the Companies Act, 1956 and brought significant changes to the winding up process of companies in India. The aim was to streamline, speed up, and integrate the insolvency mechanism with evolving frameworks such as the Insolvency and Bankruptcy Code (IBC), 2016.

📌 Definition of Winding Up

Winding up refers to the legal process of closing a company, selling its assets, paying off liabilities, and distributing the surplus (if any) among shareholders. It leads to the dissolution of the company.

🧾 Modes of Winding Up under Companies Act, 2013

Initially, the Act provided for three modes:

1. Compulsory Winding Up by Tribunal (NCLT)

2. Voluntary Winding Up

3. Winding Up under Supervision of Tribunal

🔄 However, after amendments & enactment of IBC, only the first mode is retained under Companies Act, 2013.

🔁 Amendments After IBC, 2016 Integration

The Insolvency and Bankruptcy Code, 2016 shifted the responsibility for corporate insolvency and voluntary liquidation from Companies Act to IBC.

🟢 Key Changes Post-IBC:

• Section 304 to 323 (Voluntary Winding Up) of Companies Act, 2013 were omitted.

• Voluntary liquidation is now governed under IBC Section 59.

• Only winding up by Tribunal is retained under Companies Act, 2013.

⚖️ Grounds for Winding Up by Tribunal (Sec 271)

The Tribunal may wind up a company under the following grounds:

1. If the company has acted against the sovereignty or integrity of India.

2. If the company has made a default in filing financial statements or annual returns for 5 consecutive years.

3. If the Tribunal thinks it is just and equitable to wind up the company.

4. If the company is unable to pay its debts.

5. If the affairs of the company were conducted in a fraudulent manner.

6. If the company has defaulted in complying with Tribunal’s order under Companies Act.

🏛️ Who Can File the Petition for Winding Up?

• The company itself

• Any creditor (secured/unsecured)

• The Registrar of Companies (with prior approval of the Central Government)

• Central or State Government

• Any contributory (past or present members)

📑 Role of National Company Law Tribunal (NCLT)

NCLT is the primary adjudicating authority for winding up matters under the Companies Act, 2013. It:

• Admits or rejects winding up petitions.

• Appoints a Company Liquidator.

• Supervises the entire winding-up process.

• Issues the order of dissolution upon completion.

🧾 Procedure for Compulsory Winding Up

1. Filing of Petition: By eligible parties.

2. Admission by NCLT: If grounds are valid.

3. Appointment of Provisional Liquidator (if necessary).

4. Statement of Affairs by directors.

5. Winding Up Order by Tribunal.

6. Appointment of Company Liquidator.

7. Realisation of assets & settlement of liabilities.

8. Final report and application for dissolution.

9. Dissolution order by NCLT.

📌 Liquidator’s Role (As per Sec 275–277)

• Takes charge of company assets.

• Settles claims of creditors.

• Distributes surplus (if any) among members.

• Submits reports to NCLT.

• Files final accounts and gets approval for dissolution.