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📚 Learn/ / Corporate & Other Law
Microlesson · 5-min read

CSR – Duties of CSR Committee and Board

## Duties of the CSR Committee & the Board

### Duties of the CSR Committee [Section 135(3)]

The CSR Committee shall:

1. Formulate and recommend to the Board a CSR Policy indicating activities to be undertaken (as per Schedule VII).

2. Recommend the amount of expenditure to be incurred on activities referred to in the CSR Policy.

3. Monitor the CSR Policy of the company from time to time.

### Duties of the Board in relation to CSR [Section 135(4)]

The Board of every covered company shall:

1. After considering the CSR Committee's recommendations, approve the CSR Policy, and:

  • Disclose the contents of the Policy in its Board's Report, AND
  • Place it on the company's website (if any), in the prescribed manner.

2. Ensure that the activities included in the CSR Policy are actually undertaken by the company.

### Quick Distinction

CSR CommitteeBoard
Formulate, Recommend, MonitorApprove, Disclose, Ensure Execution

Worked example

### Example 1

Example: ABC Ltd.'s CSR Committee drafts a policy recommending ₹50 lakh be spent on rural education. The Committee submits it to the Board. The Board considers the recommendation, approves the policy, ensures it is disclosed in the Board's Report and uploaded to ABC Ltd.'s website, and supervises that the ₹50 lakh is actually spent in the financial year.

⚠️ Common exam mistakes

  • Mixing up the roles — the Committee 'recommends', the Board 'approves'.
  • Forgetting the website disclosure obligation (it is mandatory only if the company has a website).
  • Believing the Board is absolved once the policy is approved — it must also ensure activities are actually undertaken.
Bare-Act text Section 135(3) and 135(4) · Companies Act, 2013 · click to expand
The Corporate Social Responsibility Committee shall,— (a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company in areas or subject, specified in Schedule VII; (b) recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and (c) monitor the Corporate Social Responsibility Policy of the company from time to time.
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