Rule 5 CSR Committees
- Chapter
- II · CSR Obligations
- Text as on
- 14 August 2026
5. CSR Committees.- (1) The companies mentioned in the rule 3 shall constitute CSR CommitteeDefined in rule 2(e): CSR Committee means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Act as under.-
(i) a company covered under sub-section (1) of section 135 which is not required to appoint an independent director pursuant to sub-section (4) of section 149 of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), shall have its CSR CommitteeDefined in rule 2(e): CSR Committee means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Act without such director ;
(ii) a private company having only two directors on its Board shall constitute its CSR CommitteeDefined in rule 2(e): CSR Committee means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Act with two such directors;
(iii) with respect to a foreign company covered under these rules, the CSR CommitteeDefined in rule 2(e): CSR Committee means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Act shall comprise of at least two persons of which one person shall be as specified under clause (d) of sub-section (1) of section 380 of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) and another person shall be nominated by the foreign company.
(2) The CSR CommitteeDefined in rule 2(e): CSR Committee means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Act shall formulate and recommend to the Board, an annual action plan in pursuance of its CSR policyDefined in rule 2(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, 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 ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013);
(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 CommitteeDefined in rule 2(e): CSR Committee means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Act, based on the reasonable justification to that effect.