Check Section 135 applicability, compute the 2% of average net profit obligation, and identify unspent CSR amounts that require transfer to a Schedule VII Fund or special account.
Section 135 of the Companies Act 2013 requires every company meeting any one of three thresholds to spend at least 2% of average net profits (computed per Section 198) of the immediately preceding three financial years on Corporate Social Responsibility activities. Unspent amounts have a binary treatment: ongoing projects get 3 more years (special unspent account), non-ongoing spend gets transferred to a Schedule VII fund within 6 months.
Auditor reporting under CARO 2020 clause (xx) requires explicit confirmation on both transfers.
Section 135 of the Companies Act 2013 mandates Corporate Social Responsibility (CSR) spending by companies meeting any one of three thresholds in the immediately preceding financial year: (a) net worth of ₹500 crore or more, (b) turnover of ₹1,000 crore or more, or (c) net profit of ₹5 crore or more. Once triggered, the company must constitute a CSR Committee, formulate a CSR Policy, and spend at least 2% of average net profits of the immediately preceding three financial years on activities listed in Schedule VII.
The 2021 amendment moved CSR from "comply or explain" to "comply or transfer". Unspent CSR allocated to ongoing projects must be transferred to a dedicated "Unspent CSR Account" within 30 days of FY end and spent within three financial years. Unspent CSR NOT allocated to ongoing projects must be transferred within 6 months to a Schedule VII fund (PM CARES, PM National Relief Fund, Clean Ganga Fund, etc.).
The CSR Committee must comprise three or more directors with at least one independent director, except for companies not required to appoint independent directors — they need only two directors. The CSR Policy is approved by the Board on the Committee's recommendation. The Board's Report must include an Annexure (Form CSR-1 / CSR-2) with the prescribed details.
A company has net worth ₹600 Cr, turnover ₹450 Cr, and net profit ₹8 Cr in FY 2025-26. Average net profit for the preceding three years (₹5 Cr + ₹6 Cr + ₹8 Cr) = ₹6.33 Cr.