The Companies (Corporate SocialResponsibility Policy) Amendment Rules, 2021

MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 22nd January, 2021

G.S.R. 40(E).—In exercise of the powers conferred by section 135 and sub-sections (1) and (2) of section
469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to
amend the Companies (Corporate Social Responsibility Policy) Rules, 2014, namely:-
1. Short title and commencement. – (1) These rules may be called the Companies (Corporate Social
Responsibility Policy) Amendment Rules, 2021.
(2) They shall come into force on the date of their publication in the Official Gazette unless explicitly provided
elsewhere in this notification.
2. In the Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as the said
rules), for rule 2, the following rule shall be substituted, namely:-
“2. Definitions. – (1) In these rules, unless the context otherwise 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 a Company in pursuance
of its 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) activities 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-19 for
financial years 2020-21, 2021-22, 2022-23 subject to the conditions that-
14 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]
(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 VII to the Act;
(b) details of such activity shall be disclosed separately in the Annual report on CSR
included in the Board’s Report;
(ii) any 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;
(iii) contribution of any amount directly or indirectly to any political party under section 182 of
the Act;
(iv) activities benefitting employees of the company as defined in clause (k) of section 2 of the
Code on Wages, 2019 (29 of 2019);
(v) activities supported by the companies on sponsorship basis for deriving marketing benefits
for its products or services;
(vi) activities carried out for fulfilment of any other statutory obligations under any law in force
in India;
(e) “CSR Committee” means the Corporate Social Responsibility Committee of the Board referred to in
section 135 of the Act;
(f) “CSR Policy” means a statement containing the approach and direction given by the board of a
company, taking into account the recommendations of its 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, 1947
(46 of 1947), 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) any profit arising from any overseas branch or branches of the company, whether operated
as a separate company or otherwise; and
(ii) 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 (1) of section 381, read with section 198 of the Act;
(i) “Ongoing Project” means a multi-year project undertaken by a Company in fulfilment of its 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;
(j) “Public Authority” means ‘Public Authority’ as defined in clause (h) of section 2 of the Right to
Information Act, 2005 (22 of 2005);
(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. ”.
3. In the said rules, in rule 3, in sub-rule (2), in clause (b), for the words, brackets and figure “sub-section (2) to (5)”,
the words, brackets and figure “sub-section (2) to (6)” shall be substituted.
4. In the said rules, for rule 4, the following rule shall be substituted, namely:-
[भाग II—खण् ड 3(i)] भारत का रािपत्र : असाधारण 15
“4. CSR 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,
registered under section 12A 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 80G of the Income Tax Act, 1961, and having an established track record of at
least three years in undertaking similar activities.
(2) (a) 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 01st
day of April 2021:
Provided that the provisions of this sub-rule shall not affect the CSR projects or programmes approved prior to
the 01st day of April 2021.
(b) Form CSR-1 shall be signed and submitted electronically by the entity and shall be verified 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) A company may engage international organisations for designing, monitoring and evaluation of the CSR
projects or programmes as per its 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 a 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) In case of ongoing project, the Board of a Company shall monitor the implementation of the project with
reference to the approved timelines and year-wise allocation and shall be competent to make modifications, if
any, for smooth implementation of the project within the overall permissible time period. ”.
5. In the said rules, in rule 5, for sub-rule (2), the following sub-rule shall be substituted, namely:-
“(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:-
(a) the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in
Schedule VII of 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;
(d) monitoring and reporting mechanism for the projects or programmes; and
(e) 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 of its CSR Committee, based on the reasonable justification to that effect. ”.
6. In the said rules, rule 6 shall be omitted.
7. In the said rules, for rule 7, the following rule shall be substituted, namely:-
16 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]
“7.CSR Expenditure. – (1) The board shall ensure that the administrative overheads shall not exceed five
percent of total CSR expenditure of the company for the financial year.
(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 VII, within a period of six months of the expiry of the financial year.
(3) Where 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
135 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 activities,
if any, in pursuance of sub-rule (2) of this rule.
(ii) the Board of the company shall pass a resolution to that effect.
(4) The CSR amount may be spent by a company for creation or acquisition of a capital asset, which shall be
held by –
(a) 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) a public authority:
Provided that any capital asset created by a company prior to the commencement of the Companies
(Corporate Social Responsibility Policy) Amendment Rules, 2021, 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.
”.
8. In the said rules, for rule 8, the following rule shall be substituted, namely:-
“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 I or
Annexure II, as applicable.
(2) In 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 specified in Annexure I or Annexure II,
as applicable.
(3) (a) Every company having average CSR obligation of ten crore rupees or more in pursuance of subsection (5) of section 135 of the Act, in 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 five percent of the total CSR expenditure for
that financial year or fifty lakh rupees, whichever is less. ”.
9. In the said rules, for rule 9, 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. – Until a fund is specified in Schedule VII for the purposes of subsection (5) and(6) of section 135 of the Act, the unspent CSR amount, if any, shall be transferred by the
company to any fund included in schedule VII of the Act.”.
[भाग II—खण् ड 3(i)] भारत का रािपत्र : असाधारण 17
10. In the said rules,-
(i) The Annexure shall be numbered as “Annexure –I” and in the heading of Annexure I as so numbered, after the
words “BOARD’S REPORT”, the words and figures “FOR FINANCIAL YEAR COMMENCED PRIOR TO
1ST DAY OF APRIL, 2020” shall be inserted;
(ii) after Annexure –I as so numbered, the following Annexure shall be inserted, namely:-
“ANNEXURE -II
FORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES
TO BE INCLUDED IN THE BOARD’S REPORT FOR FINANCIAL
YEAR COMMENCING ON OR AFTER 1ST DAY OF APRIL, 2020
1. Brief outline on CSR Policy of the Company.
2. Composition of CSR Committee:
Sl. No. Name of Director Designation /
Nature of
Directorship
Number of meetings of
CSR Committee held
during the year
Number of meetings of CSR
Committee attended during
the year
3. Provide the web-link where Composition of CSR
committee, CSR Policy and CSR projects approved by
the board are disclosed on the website of the company.
4.
5.
Provide the details of Impact assessment of CSR
projects carried out in pursuance of sub-rule (3) of rule 8
of the Companies (Corporate Social responsibility
Policy) Rules, 2014, if applicable (attach the report).
Details of the amount available for set off in pursuance
of sub-rule (3) of rule 7 of the Companies (Corporate
Social responsibility Policy) Rules, 2014 and amount
required for set off for the financial year, if any
Sl. No. Financial Year Amount available for set-off
from preceding financial
years (in Rs)
Amount required to be setoff for the financial year, if
any (in Rs)
1
2
3
TOTAL
6. Average net profit of the company as per section 135(5).
7. (a) Two percent of average net profit of the company as
per section 135(5)
(b) Surplus arising out of the CSR projects or
programmes or activities of the previous financial years.
(c) Amount required to be set off for the financial year,
18 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]
if any
(d) Total CSR obligation for the financial year (7a+7b7c).

8. (a) CSR amount spent or unspent for the financial year:
Total Amount
Spent for the
Financial Year.
(in Rs.)
Amount Unspent (in Rs.)
Total Amount transferred to
Unspent CSR Account as per
section 135(6).
Amount transferred to any fund specified under
Schedule VII as per second proviso to section 135(5).
Amount. Date of transfer.
Name of the
Fund Amount. Date of transfer.
(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl.
No.
Name
of the
Project.
Item from the
list of activities
in Schedule VII
to the Act.
Local
area
(Yes/No).
Location of the
project.
Project
duration.
Amount
allocated
for the
project
(in Rs.).
Amount spent in
the current
financial Year (in
Rs.).
Amount
transferred to
Unspent CSR
Account for the
project as per
Section 135(6) (in
Rs.).
Mode of
Implementa
tion –
Direct
(Yes/No).
Mode of Implementation –
Through Implementing
Agency
State. District. Name
CSR
Registration
number.
1.
2.
3.
TOTAL
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)
Sl.
No.
Name of
the
Project
Item from
the list of
activities in
schedule
VII to the
Act.
Local
area
(Yes/
No).
Location of the project. Amount
spent for
the
project
(in Rs.).
Mode of
implementati
on –
Direct
(Yes/No).
Mode of implementation –
Through implementing
agency.
State. District. Name.
CSR
registration
number.
1.
2.
3.
TOTAL
(d) Amount spent in Administrative Overheads
(e) Amount spent on Impact Assessment, if applicable
(f) Total amount spent for the Financial Year
(8b+8c+8d+8e)
[भाग II—खण् ड 3(i)] भारत का रािपत्र : असाधारण 19
(g) Excess amount for set off, if any
Sl. No. Particular Amount (in Rs.)
(i) Two percent of average net profit of the company as per
section 135(5)
(ii) Total amount spent for the Financial Year
(iii) Excess amount spent for the financial year [(ii)-(i)]
(iv) Surplus arising out of the CSR projects or programmes or
activities of the previous financial years, if any
(v) Amount available for set off in succeeding financial years
[(iii)-(iv)]

9. (a) Details of Unspent CSR amount for the preceding three financial years:
Sl.
No.
Preceding
Financial
Year.
Amount
transferred to
Unspent CSR
Account under
section 135 (6)
(in Rs.)
Amount spent
in the
reporting
Financial Year
(in Rs.).
Amount transferred to any fund specified
under Schedule VII as per section 135(6), if
any.
Amount
remaining to
be spent in
succeeding
financial
years. (in Rs.)
Name
of the
Fund Amount (in Rs). Date of transfer.
1.
2.
3.
TOTAL
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sl.
No.
Project
ID.
Name of
the
Project.
Financial
Year in
which the
project was
commenced.
Project
duration.
Total
amount
allocated
for the
project
(in Rs.).
Amount
spent on the
project in
the
reporting
Financial
Year (in
Rs).
Cumulative
amount spent
at the end of
reporting
Financial
Year. (in Rs.)
Status of the
project –
Completed
/Ongoing.
1.
2.
3.
TOTAL
10. In case of creation or acquisition of capital asset, furnish the details relating to the
asset so created or acquired through CSR spent in the financial year
(asset-wise details).
(a) Date of creation or acquisition of the capital asset(s).
(b) Amount of CSR spent for creation or acquisition of capital
asset.
20 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]
(c) Details of the entity or public authority or beneficiary under
whose name such capital asset is registered, their address etc.
(d) Provide details of the capital asset(s) created or acquired
(including complete address and location of the capital
asset).
11. Specify the reason(s), if the company has failed to spend
two per cent of the average net profit as per section 135(5).
Sd/-
(Chief Executive Officer or
Managing Director or Director).
Sd/-
(Chairman CSR Committee).
Sd/-
[Person specified under clause (d)
of sub-section (1) of section 380 of
the Act]
(Wherever applicable).
”
11. In the said rules, after annexure-II, following e-form shall be inserted, namely:
“
Form language o English o Hindi
Refer the instruction kit for filing the form.
1. *Nature of the Entity: Company established under section 8 of the
Companies Act, 2013 with section 12A and
section 80G registrations under the Income
Tax Act, 1961.
Registered Public Trust with section 12A and
section 80G registrations under the Income
Tax Act, 1961.

Registered Society with section 12A and section
80G registrations under the Income Tax Act, 1961.
Company established under section 8 of the
Companies Act, 2013 or Registered Trust or
Registered Society established by the Central
Government or State Government.
Entity established under an Act of Parliament or
State Legislature.
2. (a)Whether the Entity is established by any company or group of companies:
Yes No
Registration of Entities for undertaking
CSR Activities

CSR-1
(Pursuant to section 135 of the
Companies Act, 2013 and rule 4(1) and
(2) of the Companies (CSR Policy) Rules,
2014 )

[भाग II—खण् ड 3(i)] भारत का रािपत्र : असाधारण 21
(b)(i) If yes, then provide the details of such company (s):
N

(ii) If no, whether the entity has an established track record of three years in undertaking
similar activities : Yes No

3. (a)* Type of existing entity:
*CIN/ Registration Number:
(In case of a section 8 company, enter CIN. Else, enter registration number)
(b) *Name of the entity
(c) *Date of incorporation of the entity (DD/MM/YYYY)
(d) *Address of the entity:
Line I

Line II
City
State/ Union territory
District Pin Code
(e)* E-Mail ID of the entity

(f)*Enter OTP for email ID

(g) *PAN of the entity
4.*Details of Directors/ Board of Trustees/ Chairman/ CEO/ Secretary/ Authorised Representatives of the entity:
Sl. No. Name Designation DIN/PAN Email ID

Pre-fill
Verify OTP
Send OTP
CIN of Company
Name of Company
Pre-fill Add
22 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]

Attachments: List of Attachments
1.* Copy of Certificate of Registration;
2.*Copy of PAN of entity ;

*Declaration
I am authorized by the Entity vide *resolution number *dated to sign this form
and declare that the particulars given in the form herein above are true and also are in agreement with the
documents maintained by the Entity.
To be digitally signed by one director in case of Section 8 company
To be digitally signed by one of the Trustee/ CEO in case of Registered Public Trust
To be digitally signed by Chairperson/ CEO/ Secretary in case of Registered Society
To be digitally signed by Authorised Representative in case of Entity established under an Act of Parliament or State
Legislature
*To be digitally signed by
*Designation
*DIN of the director; or DIN or PAN of the Trustee or
CEO or Chairperson or Chief functionary or
authorised representative of the Entity;
*Certificate by Practicing Professional
I declare that I have been duly engaged for the purpose of certification of this form. It is hereby certified that I have
gone through the provisions of the Companies Act, 2013 and Rules thereunder for the subject matter of this form and
matters incidental thereto and I have verified the above particulars (including attachment(s)) from the original/certified
records maintained by the Company/ applicant which is subject matter of this form and found them to be true, correct
and complete and no information material to this form has been suppressed. I further certify that:
1. The said records have been properly prepared, signed by the required officers/ authorised representatives of the
entity and were found to be in order;
2. All the required attachments have been completely and legibly attached to this form;
3. It is understood that I shall be liable for action under Section 448 of the Companies Act, 2013 for wrong
certification, if any found at any stage.
*To be digitally signed by
Chartered accountant (in whole-time practice) Company secretary (in whole-time practice)
Attach
Attach
Remove Attachment
DSC Box
DSC Box
[भाग II—खण् ड 3(i)] भारत का रािपत्र : असाधारण 23
Cost accountant (in whole-time practice)
*Whether associate or fellow Associate Fellow
*Membership number
Certificate of practice number
Note: Attention is drawn to provisions of Section 448 and 449 of the Companies Act, 2013 which provide for
punishment for false statement/ certificate and punishment for false evidence respectively.
Modify Check form Pre Scrutiny Submit
This e-form has been taken on file maintained by the registrar of companies through electronic mode on the
basis of statement of correctness given by the authorised person and professional.”

[E-F. No. CSR-05/3/2020-CSR-MCA]
GYANESHWAR KUMAR SINGH, Jt. Secy.