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Microlesson · 5-min read

Audit Disclosures for Corporate Social Responsibility (CSR)

# Corporate Social Responsibility (CSR) - Disclosure Requirements

Where a company is covered under Section 135 of the Companies Act, 2013, the auditor must verify that the prescribed CSR-related disclosures are made in the financial statements.

## A. Applicability – Section 135 Triggers

A company must comply with CSR provisions if, during any preceding financial year, it has:

  • Net worth of ₹500 crores or more, OR
  • Turnover of ₹1,000 crores or more, OR
  • Net profit of ₹5 crores or more

Such company must spend at least 2% of average net profits of the immediately preceding three financial years.

## B. Mandatory Disclosures the Auditor Must Verify

Where the Company is covered under Section 135, the following shall be disclosed with regard to CSR activities:

1. Amount required to be spent by the Company during the year (2% of average net profits of preceding 3 years)

2. Amount of expenditure incurred during the year

3. Shortfall at the end of the year (Required - Actual)

4. Total of previous years' shortfall (cumulative unspent amount carried forward)

5. Reason for shortfall (if any)

6. Nature of CSR activities (e.g., education, healthcare, environment as per Schedule VII)

7. Details of related party transactions in relation to CSR (e.g., contributions to a foundation in which a director is a trustee)

8. Provision Movements – Where provision is made with respect to liability incurred by entering into a contractual obligation, the movements in the provision during the year should be shown separately.

## C. Auditor's Verification Approach

1. Confirm Section 135 applicability by examining net worth, turnover, and profit thresholds for preceding FYs.

2. Verify computation of 2% spending requirement based on average net profits of preceding 3 years (computed as per Section 198).

3. Examine the CSR policy approved by the Board and the CSR Committee composition.

4. Vouch CSR expenditure against approved CSR projects.

5. Verify if unspent amount has been transferred to a Schedule VII fund (for non-ongoing projects) or to an Unspent CSR Account (for ongoing projects).

6. Check related party disclosures relating to CSR.

7. Verify movement in any CSR provision created for contractual obligations.

Worked example

### Example 1

Example – CSR Disclosure:

XYZ Ltd has average net profits of ₹150 crores over the preceding 3 years.

  • 2% CSR obligation = ₹3 crores
  • Amount actually spent in FY 2025-26 = ₹2.20 crores
  • Shortfall = ₹0.80 crores
  • Previous years cumulative shortfall = ₹0.50 crores
  • Total cumulative shortfall = ₹1.30 crores

Disclosure in notes:

ParticularsAmount (₹ Cr)
Amount required to be spent3.00
Amount spent2.20
Current year shortfall0.80
Previous years' shortfall0.50
Total shortfall1.30
Reason for shortfallDelayed approval of new healthcare project; amount transferred to Unspent CSR Account
Nature of CSR activitiesEducation (₹1.50 Cr), Healthcare (₹0.70 Cr)

⚠️ Common exam mistakes

  • Computing 2% on current year profits instead of average of preceding 3 years
  • Not disclosing the cumulative shortfall of previous years – only showing current year shortfall
  • Failing to identify CSR contributions to related party trusts/foundations as related party transactions
  • Not separately showing movement in CSR provision created for contractual obligations
  • Missing disclosure of nature of CSR activities (Schedule VII categories)
  • Confusing CSR amount unspent for 'ongoing project' (transfer to Unspent CSR Account) with non-ongoing (transfer to Schedule VII fund within 6 months)
Bare-Act text Section 135 · Companies Act, 2013 · click to expand
Section 135(1): Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board. Section 135(5): The Board of every company referred to in sub-section (1), shall ensure that the company spends, in every financial year, at least two per cent of the average net profits of the company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy.
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