CSR filing and compliance.
Corporate social responsibility stopped being a comply-or-explain obligation. Money that should have been spent and was not now has to be transferred out of the company within a fixed window, and failing to do that carries a penalty measured against the unspent amount itself. Good intentions and a paragraph in the board's report are no longer the compliance.
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Unspent money now has somewhere it has to go.
The original design was comply or explain: spend two per cent, and if you did not, say why in the board's report. That is no longer the position. Amounts that remained unspent must now be transferred out of the company, and where they are not, the penalty is calculated against the unspent amount itself rather than set at a flat figure.
Where the money relates to an ongoing project, it goes into a separate Unspent CSR Account within thirty days of the end of the financial year and must be spent on that project within three financial years, failing which it goes to a fund specified in Schedule VII. Where it does not relate to an ongoing project, it goes straight to a Schedule VII fund within six months of the year end. Both windows are short and both begin the moment the year closes.
The applicability test is also more easily met than companies assume. It is not only very large companies: a net profit of ₹5 crore in the immediately preceding financial year is enough on its own, without any net worth or turnover threshold being crossed. A profitable mid-sized hospitality or construction company can walk into the obligation on the strength of one good year.
Working the other way, a company that has ceased to meet any of the criteria for three consecutive financial years is not required to comply until it meets them again. So the obligation switches on quickly and switches off slowly, which is precisely the wrong shape for a company that does not test it annually.
Three gateways, and one of them is small.
| Test | Threshold | What it triggers |
|---|---|---|
| Net worth | ₹500 crore or more during the immediately preceding financial year | Any one of the three is sufficient. All are tested against the immediately preceding year |
| Turnover | ₹1,000 crore or more during the immediately preceding financial year | — |
| Net profit | ₹5 crore or more during the immediately preceding financial year | The gateway most mid-sized companies actually cross |
| The spend | At least 2% of the average net profits of the three immediately preceding financial years, computed as the Act prescribes | Where the company has not completed three years, the average is taken over the years available |
| CSR Committee | Three or more directors including an independent director, or two directors where the company need not have one | Not required where the amount to be spent does not exceed ₹50 lakh — the board discharges the functions instead |
| Impact assessment | Companies with average CSR obligation of ₹10 crore or more over the three preceding years | For projects above the prescribed outlay, completed at least a year earlier |
"Net profit" for the applicability test and for computing the two per cent is calculated in the manner the Act prescribes, which is not the same as profit before tax in the financial statements. Working from the accounting figure rather than the computed one is a routine source of an obligation being understated.
Seven ways CSR compliance fails.
The unspent amount was never transferred
The most serious failure under the current regime. Money that was not spent must leave the company — to the Unspent CSR Account within thirty days for an ongoing project, or to a Schedule VII fund within six months otherwise. Leaving it on the balance sheet with an explanation in the board's report is no longer compliance.
Applicability was tested on the wrong number
Net profit for this purpose is computed as the Act prescribes, not taken from the profit and loss account. Companies test the accounting figure, conclude the obligation does not apply, and discover a year later that on the correct computation it did.
The implementing agency was not registered
An entity undertaking CSR activity on a company's behalf must be registered with the Ministry through the prescribed filing. Money paid to an unregistered agency does not count as CSR expenditure, however good the project — and the discovery usually comes after the money has gone.
The activity was not actually a CSR activity
Activities undertaken in the normal course of business, contributions to political parties, benefits confined to the company's own employees, sponsorship taken for marketing benefit, and expenditure that discharges a statutory obligation do not qualify. Nor, with narrow exceptions, does spending outside India.
The ongoing project label was applied loosely
An ongoing project has a defined meaning and a defined maximum duration, and the classification determines whether unspent money goes to a separate account for three years or straight to a Schedule VII fund. Calling a project ongoing to buy time is a classification that has to withstand examination.
Administrative overheads were over-claimed
Administrative overheads are capped at a prescribed percentage of total CSR expenditure, and they mean the expenses of general management of CSR — not the cost of executing the project itself. Companies that load internal salaries and office costs into the CSR number typically exceed the cap.
The reports and disclosures were an afterthought
The annual report on CSR annexed to the board's report, the report filed with the Registrar, the website disclosure of the committee, the policy and the projects, and impact assessment where it applies. Each is a separate obligation and each is examined separately from whether the money was spent.
What you receive.
A year, planned rather than reconciled.
Test applicability and quantify
Net worth, turnover and computed net profit for the preceding year are tested against the thresholds, and where the obligation applies, the two per cent figure is worked from the three-year average and documented.
Constitute and set policy
The committee is constituted where required, or the board takes on its functions where the amount is below the threshold. The policy is drafted, approved, and the required disclosures put on the website.
Approve an annual action plan
Projects, modalities of execution, implementation schedules, monitoring and the manner of utilisation of funds are set out and approved, with each activity screened against Schedule VII and the exclusions before it is committed to.
Verify partners and disburse
Every implementing agency's registration is verified before money moves, disbursements are made against the plan, and utilisation is monitored through the year rather than confirmed at the end of it.
Close the year and deal with the unspent
Spend is reconciled against the obligation. Anything unspent is classified as relating to an ongoing project or not, and transferred within the applicable window — thirty days or six months from the year end.
Report
The annual report on CSR is annexed to the board's report, the report to the Registrar is filed, the website disclosures are refreshed, and impact assessment is commissioned where the company falls within it.
Four things to start.
Three years of accounts
The obligation is an average, so one year is not enough to compute it.
- Audited financial statements for the last three years
- Net worth and turnover for the preceding year
- Any exceptional items affecting the profit computation
The CSR history
What has been done so far, formally or informally.
- Whether a committee and policy exist
- Amounts spent in earlier years, and on what
- Any unspent amount from a previous year
The intended projects
Screened before commitment rather than after disbursement.
- What the company wants to support, and where
- Which partner or trust would implement it
- Whether the project runs beyond one year
Anything already committed
Money already given shapes the advice, and it is better raised now.
- Donations already made this year
- Whether the recipient holds a CSR registration
- Any sponsorship carrying a branding benefit
What this looks like in Goa.
A single strong year takes a mid-sized hospitality, mining-adjacent or construction company into CSR. Most companies here test net worth and turnover, see they are nowhere near, and never look at the profit test.
Goa companies naturally want to support a school, a temple or church trust, an animal shelter or a village initiative. That is entirely within the spirit of the law — but the recipient has to hold a valid CSR registration, and many small local bodies do not.
Supporting a local festival or sports event in return for visible branding is marketing, not CSR. It is one of the most common misclassifications, and it is understandable precisely because the underlying activity is genuinely community-minded.
Spending confined to the company's own employees and their families does not qualify. It is a good thing to do and it is not CSR expenditure.
Companies that realise in March that they are short on their obligation face a choice between a rushed disbursement and a transfer out of the company. Planning the spend in June makes both unnecessary.
Usually needed alongside this.
CSR compliance, answered.
Which companies have to comply with CSR?
Any company that, during the immediately preceding financial year, had:
- net worth of ₹500 crore or more, or
- turnover of ₹1,000 crore or more, or
- net profit of ₹5 crore or more
Any one is sufficient, and the profit gateway is the one mid-sized companies actually cross. It applies to private companies as much as to public ones.
How much has to be spent?
At least two per cent of the average net profits of the three immediately preceding financial years, with net profit computed in the manner the Act prescribes rather than taken from the profit and loss account.
Where the company has not completed three financial years, the average is taken over the years for which it has existed. The difference between the accounting profit and the computed figure is frequently material, and working from the wrong one understates the obligation.
What happens to money that is not spent?
It has to leave the company, and quickly:
- If it relates to an ongoing project — transferred to a separate Unspent CSR Account within 30 days of the end of the financial year, and spent on that project within three financial years, failing which it goes to a Schedule VII fund
- If it does not relate to an ongoing project — transferred to a fund specified in Schedule VII within six months of the end of the financial year
Retaining the money and explaining the shortfall in the board's report is not an option under the current regime.
What is the penalty for not spending?
The penalty attaches to failing to transfer the unspent amount, and it is measured against that amount — the company is liable to a penalty calculated by reference to twice the unspent sum, subject to a prescribed cap, and every officer in default to a proportionate amount subject to a lower cap.
The design is deliberate: a penalty fixed as a percentage of what should have been spent removes any advantage in not spending. The precise figures are confirmed against the current position at the time.
Do we need a CSR committee?
Ordinarily yes — three or more directors including at least one independent director, or two directors where the company is not required to appoint an independent director.
But where the amount the company is required to spend does not exceed ₹50 lakh, no committee is needed and the board discharges its functions. That covers a large proportion of the companies that come into CSR through the profit gateway, and it simplifies the governance considerably.
Can we give the money to any charity we like?
Two filters apply. The activity must fall within Schedule VII, and the implementing entity must hold a valid CSR registration with the Ministry.
The second filter catches good intentions constantly. A local school, trust or shelter doing genuinely valuable work but without the registration cannot receive CSR funds as CSR expenditure. Where a company wants to support such a body, the answer is usually to help it register first — not to pay and hope.
What does not count as CSR spending?
Activities undertaken in the normal course of business. Contributions to political parties. Activities benefiting only the company's own employees and their families. Sponsorship undertaken for marketing benefit. Expenditure that discharges a statutory obligation under any other law. And, with narrow exceptions, activities outside India.
Sponsorship is the one that catches companies most often, because supporting a local event is genuinely community-minded — but where the company takes visible branding in return, it is marketing spend.
Can we carry forward excess spending?
Yes, within limits. Where a company spends more than it was required to in a financial year, the excess may be set off against the obligation for a number of succeeding financial years, subject to the conditions the rules prescribe — including that the board passes a resolution to that effect and that the excess does not include any surplus arising from CSR activities.
It has to be tracked deliberately from the year of the excess. A set-off claimed later without the contemporaneous resolution is difficult to sustain.
What has to be reported and filed?
An annual report on CSR in the prescribed format, annexed to the board's report. A report to the Registrar giving the prescribed CSR particulars, filed on the date notified for the year. Website disclosure of the composition of the committee, the policy and the projects approved.
Separately, implementing agencies register with the Ministry through their own filing, and companies whose average CSR obligation crosses the prescribed level must commission impact assessment for larger completed projects.
If our profits fall, does the obligation stop?
Not immediately. A company that ceases to meet any of the three criteria is not required to constitute a committee or comply with the spending obligation until it meets them again — but that relief operates once the criteria have not been met for three consecutive financial years.
So the obligation switches on after a single qualifying year and switches off only after three non-qualifying ones. A company with volatile profits should test its position every year rather than assuming a bad year has released it.
Send three years of accounts, in April.
The obligation is an average of three years and the spending window is twelve months. Working it out in April leaves a year to spend properly; working it out in March leaves a transfer to a fund. If money has already been committed this year, tell us who it went to.