Rostrum’s Law Review | ISSN: 2321-3787



India is among few countries globally, making corporate social responsibility (CSR) mandatory for its class of companies. Corporate Social Responsibility is a philanthropy activity carried out by companies in the interest of stakeholders.On the other hand, Corporate Governance incorporates astructure through which companies are governed. Both CSR and Corporate Governance are an integral part of society. Companies cannot grow in society without incorporating these norms. Corporate Governance and Corporate Social Responsibility demand from companies the highest responsibilities towards the stakeholders. Both disciplines promote transparency, accountability & disclosure practices in the working of companies. In a true sense, companies can never attain CSR objectives if it does not rely on these Corporate Governance core pillars.

The company can easily achieve good governance practices by appointingan efficient Board. The Board must look after the Corporate Social Responsibility and Corporate Governance of the company. The participation of the Board assures that sufficient effort is put into the CSR programs of the company. It coordinates all the steps of CSR. It helps the company to plan, execute and design the CSR policy.

Key Words: Corporate Social Responsibility, Corporate Governance, Board.

Introduction: The term Corporate Governance comprises a structure through which companies are governed and controlled. It consists of principles that are applied to the internal mechanism of the companies. By these principles, a company strengthens its board and makes a good relationship with its shareholders, directors, and investors. It tries to resolve agency conflicts by applying these principles. The Organisation for Economic Co-operation and Development[1]has defined the term “Corporate Governance” whichincludesa structure where the rights and responsibilities are distributed to various participants of the company which includes the directors, management, shareholders& other stakeholders of the company. By opting the corporate governance, the company sets its objectives and monitors the performance of its management. It comprises the structure where the company aims to fulfill the strategic goals of the owners, the interest of the employees, consider the environment, local area, maintain good relations with the customers and suppliers andobey the orders of regulatory bodies.[2]Corporate Governance depends upon the quality of corporate democracy that is prevailing in the company. The term corporate democracy here means wherein all the members actively participate in the governance structure of the company. The shareholders who have invested in the company ona short term basis cannot lead to a strong corporate democracy.[3]

On the other hand, Corporate Social Responsibility is a philanthropy activity carried out by companies in the interest of stakeholders. It is the commitment of the business enterprise toward the economic, environmental and social imperatives. CSR helps a company to get a positive credit rating and build a good image in the corporate world.[4] The term Corporate Social Responsibility is coined with corporate conscience, social performance and sustainable development.[5] In many places, the term Corporate Social Responsibility is also termed corporate citizenship based on the presumption that corporations are also citizens.

Forthe first time,an attempt has been made by the Indian parliament to statutorily define the term “Corporate Social Responsibility” under the Companies (CSRPolicy) Amendment Rules, 2021.[6]As amended by the Union Government,[7]CSR includes the contribution made by the companies by following the process as provided under the Companies Act 2013. The new amendment considers all those CSR activities taken by the companies in the ordinary course of business. From now onwards, any research and development carried out by the company in developing a vaccine, drugs or any medical device related to COVID-19 for the upcoming financial years shall be considered CSR activity. The only condition precedent is that research and development shall collaborate with government organizations and the companies shall be bound to disclose the activity in their annual report. The remaining part of the definition puts restrictions on the activities that will be not covered under CSR. Like activities carried out by companies outside India shall not be covered under this definition. The only relaxation provided to the companies ready to contribute to India’s sports personals on various National or International forums.  Similarly, any contributions made to political parties or benefits offered to its employees or making contributions for gaining marketing benefits towards their products and services shall be out of the ambit of CSR.

Emergence Of Corporate Governance & Corporate Social Responsibility In India:

Emergence Of Corporate Governance In India: After India got independence the governance of companies was in a poor state of affairs. At that time The Companies Act 1956 was not having any suitable provisions which promoted corporate governance practices in the companies. There was no established framework for Corporate Governance in India. Many times, it was the close relatives or friends who were exercising the powers of the Board. The suppression of minority shareholders was very common at that time. The quality of corporate reporting was very poor and ultimately the corporate governance system was in very poor shape till the 1990s.[8]After 1991, India opted for liberalization and globalization of the domestic economy which helped in taking several reforms. It was the year 1992 when parliament enacted the Securities and Exchange Board of India.[9] Thelegislation was framed in order to protectthe rights of investors in dealing with securities.[10] After this,manycorporate bodies like theCII, ASSOCHAM and SEBI have taken various initiatives where they have constituted several committees in framing the corporate governance for Indian companies.

The development of corporate governance started with the passing of the ‘Desirable Code of Conduct’ in the year 1998 by the Confederation of Indian Industry. This code appliedto all private and public companies including banks and financial institutions.[11] After this, the SEBI in the year 2000 constituted theK.M. Birlacommittee to uplift thegovernance standards of the company. It also stressed onCl. 49 of the Listing Agreement which applies to the companies listed on the stock exchange.  These companies were bound to contain compliance reports on corporate governance.Later due to the passing of the Sarbanes Oxley Act by the United States and due to the incidents of governance activities the Naresh Chandra Committee was constituted in the year 2002 to put a mandatory recommendation on the role of auditors and independent directors of the company.  During this period, the SEBI also analyzed the working of Clause 49 of the Listing Agreement and found that there was still a need to safeguard the rights of the investors. To this support, SEBI formed the committee under the guidance of Nagavara Ramarao Narayana Murthy to strengthenthe Listing Agreement.A revised clause 49 was released on the recommendations of this committee.

The drastic change in corporate governance came in the year 2004 when the Government of India constituted Dr.J. J. Irani committee to propose the changes in the Companies Act 1956. At that time, it was felt that company law was a weak piece of legislation and is not on par with the national and international scenario.  On the recommendations of several committees, the Companies Bill 2009 was prepared which was redrafted in the year 2011 and finally submitted to the standing committee in 2012. The new Companies Act of 2013 has incorporated several principles of corporate governance.[12] The new act has now mandated the 1/3rd of directors asindependent directors on their board.[13]For the first time duties of the directors have been statutorily mentioned.[14]Now if the director has been found continuously absent for not attending all the meetingshis office shall be declared vacant.[15]Now the companies will have a whistle-blower mechanism to control mismanagement in the company. The disclosure requirement is now mandatory for every director. The director has to disclose all the interests in certain contracts.[16]

The need for Corporate Governance has also emerged in India due to the occurrence the number of corporate scams[17] in the previous years that have shocked the faith of investors. After these scams appeared, the companies started restoring the faith of the investors by addressing the various issues of business ethics, disclosure practices, transparency &accountability within their business organizations. In other words, we can say that Corporate Governance is the tool that can restore the reputation risk of any business organization.

Emergence Of Corporate Social Responsibility In India: Since the enactment of the Indian Constitution, we have adopted the socialistic pattern of society where companies as social institutions have a moral duty toward society. The company acts as a trustee of society where they use natural resources and attain economic benefits.[18] No doubt they are built for profits but have some counter responsibilities through CSR, Charity, Philanthropy, ethics, and morality. In India, the progress of CSR can be seen in two phases, i.e., before 2013 and after 2013. The Companies were involved in CSR activities even before 2013. At that time the number of companies were contributing voluntarily. In 2003 the Government of India adopted the Charter on Corporate Responsibility for Environmental Protection (CREP).[19] It was a joint initiative adopted by the government and industries to control pollution in the seventeen major polluting categories.[20]In 2009 the Ministry of Corporate Affairs laid down the CSR voluntary guidelines[21]based on the Directive Principles of the State Policy.As per these guidelines, the corporation should respect its shareholders, stakeholders, employees, customers, suppliers and society at large.They should be transparent in their work. It should not involve unfair and corrupt practices.The company should provide a workplace environment that is safe for its employees. It should be safe, hygienic and humane for its workers. It must take care of the human rights of its employees. It should not be violated either by the company itself or by the conduct of any third party.It must take all precautionary measures to save the environment and natural resources. It can adopt the various activities for the communities staying in the areas where the business is operating in society.

From 2011 onwards the voluntary guidelines applyto all enterprises.[22] The guidelines provide a structure including nine principles adopted by all multinational companies while operating their responsible business. The guidelines desire the business entities to adopt the Triple bottom line approach where their economic performances can harmonize with social and environmental matters.  These guidelines will improve the business, its strength, reputation and will restore the interest of investors. The nine principles which are opted by the business entities are as follows: –

1) The business entities should conduct their business with transparency and their decisions should be accountable to all.

2) The goods and services provided by the business must be safe and must contribute to sustainability.

3)  Welfare of employees should be the main aim of every business entity.

4) Business entities should respect the interest of all stakeholders with particular attention to deprived groups.

5) The protection of human rights is the responsibility of every business enterprise.

6) The business entities must put their entire efforts to protect and restore the environment.

7) The enterprises should adhere to all regulatory policies and should perform responsibly.

8) Every entity must promote growth and equitable development.

9) The ultimate aim of any business must be to give value to its customers.

On 13th August 2012, the circular was passed by market watchdog SEBI for the top 100 companies registered with NSE & BSE to include Business Responsibility Reportsin their annual reports.[23]The other companies are free to adopt these guidelines for their annual report.  The report will prescribe the initiatives taken by the company toward safeguarding the environment, society and good governance.[24] At present, these guidelines apply to the top 500 listed companies.[25]

The implementation of CSR in India is done in real spirit. From 2013 onwards, the Ministry of Corporate Affairs has taken many progressive steps[26] that can be easily measured through the following initiatives: –

  1. After recognizing Corporate Social Responsibility, the circular was passed on 18th June 2014 to clarifyCSR and Schedule VII provisions. It emphasized interpretingSchedule VII liberally.[27]
  2. On 27thFebruary 2014, the MCA enacted the CSR Rules under the Companies Act 2013. Presently the latest changes are done through Companies (CSRPolicy) Amendment Rules 2021, which has substituted rules 2, 4, 7, 8 and 9 and inserted rule 10 and Annexure-II and E- form CSR-1.[28]
  3. On 1st April 2014, the Ministry of Heavy Industries and Public Enterprises, through the Department of Public Enterprise, imposed theguidelines on CSR for Central Public Sector Enterprises (CPSE). The guidelines state that enterprises should select the activities or projects listed in Schedule VII and priority should be given to the issues of safe drinking water, toilets for girls, national development plan, health and sanitation and education, etc.[29]
  4. In 2014, the CSR Cell was constituted to provide clarification on CSR provisions.[30]
  5. On 3rdFebruary 2015, the committee was set up under Shri Anil Baijalto study the working of CSR, its implementation and monitoring. The committee recommended the role of the CSR Committee and Board under the new legislation. The report also recommended expanding the activities under CSR. The committee noted that the first three years of CSR isa learning period. Therefore, the data obtained from these years can constitute future committees. It also suggested revisiting the CSR framework after three years.[31]
  6. In 2017 Ministry of Corporate Affairs also introduced National CSR Awards[32] for outstanding CSR projects and programs. These awards encourage the companies to form a good reputation in the market and promote others to contribute to schedule VII activities.
  7. In 2018, Ministry launched National CSR Data Portal.[33] This portal promotes transparency, accountability and disclosure practices. It collects all the data and information of CSR activities filled by the companies registered with it.
  8. On 28thSeptember 2018, another High-Level committee was enacted to analyze the existing framework of CSR Policy.[34] The committee also discussed many issues relating to the CSR policy, its implementation, enforcement and awareness. In addition, it has collected data of the last three financial years from 2014-15 to 2017-18 to study the working of CSR in Indian companies.
  9. In 2019, the parliament amended Sec 135 of the Companies Act and turned a breach of Sec 135 into a penal offense. It compels the companies to contributeto CSR activities and transfer the unspent funds into a special account, which will prevent the misuse of CSR funds by companies. The contravention of this section attracts a penalty foran officer in default. According to one media report, around 366 companies were prosecuted between 2014-2015, which failed to contribute to CSR.[35]
  10. The significance of Corporate Social Responsibility is also laid in new Bilateral Investment Treaties. Recently, on 25thJanuary 2020, The Republic of India and Brazil signed the Investment Cooperation and Facilitation Treaty where Article 12 of the treaty imposes a duty on the part of investors to contribute to the host state’s sustainable development. It also states that the Investors and their investment will abide by all the voluntary guidelines, standards, principles and policies opted by the host state. The investor will contribute to socio, economic and political goals, protect human rights, encourage capacity building with the local community, promote employment opportunities and training programs for its employees, promote corporate governance practices, etc.in the host state.[36]

The Common Linkage Between Corporate Governance And Corporate Social Responsibility

Both the areas i.e., ‘Corporate Governance’ and ‘Corporate Social Responsibility’ are two faces of the same coin.[37]Both are interdependent and mandatory for good corporate governance. The companies exercising good governance are always rewarded by the financial markets whereas poor governance is punished.[38] In India also CSR awards[39] and best Corporate Governance awards[40] are given to those companies that have created sustainable development models for society. Both fieldsdemand from companies the highest responsibilities towards the stakeholders. Both disciplines promote transparency, accountability and disclosure practices in the working of companies.[41] They are incorporated into the governance of companies to increase the confidence of the stakeholders and investors. It evenhelpthe corporations to gain long term benefits and ensure the continuity of business.Recently SEBI has also framed the regulation for public listed companies which are bound to disclose all material matters like financial reports of the company, performance of the company, ownership and governance details as a part of its mandatory obligation.[42]

Corporate Governance helps the board to accept ethical concerns while deciding on the interest of shareholders whereas Corporate Social Responsibility reflects the company’s conscience and its longterm commitment to stakeholders. Now Corporate Governance and Corporate Social Responsibility work together to stop the exploitation of workers, community & resources.[43] It works together and maintains an open relationship with stakeholders.Corporate Governance is an important pillar of Corporate Social Responsibility. A strong foundation of corporate governance will lead to strong CSR activities. As mentioned by John Hancock in his book ‘Investing in Corporate Social Responsibility’ there are four pillars of CSR i.e., strategic governance, human capital, stakeholder capital and environment.[44] The company should incorporate these four core pillars. It also helps the companies to raise future value.[45] In a true sense, companies can never attain CSR objectives if it does not rely on these Corporate Governance core pillars.

Another common feature of both disciplines is that both Corporate Governance and Corporate Social Responsibility are required for sound business. They should be equally integrated into the functioning of the companies. It is believed that effective corporate governance will protect the shareholders of the company whereas CSR is socially oriented and protects the stakeholders of the company. The companies that opt for the good Corporate Governance model will ultimately lead to better CSR decisions. It will help the companies to gain value for their organizations.[46] In India, many companies have opted for the Corporate Social Responsibility Committee in their internal structure. They have kept Corporate Governance and CSR as a part of their Board report.[47]The following are the important common linkage areas where both the filed work together: –

Transparency: Transparency is a significant component of both domains.[48]To promote transparency in the affairs of business, the companies are bound to disclose the‘complete details of CSR policy’in theirfinancial statement before it is approved and signed by the Board of Directors.[49] The Board report shall be transparent and shall include brief details on the CSR activities carried out by the company, CSR policy opted by the company, formation of the CSR Committee, average and net profits of companies, prescribed CSR funds, CSR expenditures, CSR fund spent during the immediate financial year, explanation for not spending the ‘unspent amount’ and the declaration from the CSR Committee that the monitoring and the implementation of CSR policy are according to the strategy of the company. For promoting transparency in CSR practices, the Board must ensure that all the details are in the public domain.[50]

Indiahas now joined UN Global Compact as one of its key participants.[51]One of the objectives of the UN Global Compact is to promote transparency. The participants are expected to support the UN Global Compact and its ten principles. Though India is now part of the UN Global Compact, it should try to raise the transparency level in other sectors also. The latest Corruption Perceptions Index (CPI) 2021 data released by Transparency International has ranked India 85th out of 180 countries.[52] This data shows the weakness of enforcement of our legislation and regulatory bodies.

Accountability: The accountability of CSR is always on the Board. The Board shall ensure the utilization of funds for the same purpose and manner as approved by it. It will also be confirmed by the CFO (Chief Financial Officer) of the company or the person authorized for financial decisions in the company. If the company has contributed to the project, which is an ongoing project[53], the Board of the Company has to implement the project within approved timelines.[54]The companies themselves can continue CSR activities or delegate the same to any implementing agencies. For Corporate Social Responsibility, the legislation has also allowed taking aid of Sec 8 companies.[55] The only condition is, that if the companies have entrusted CSR projects to the Section 8 companies, they must check that they are registered under Income Tax Act 1961.[56] In addition, the Board must review the track record of these companies. It should have a good performance history for the last three years in dealing with Schedule VII activities. Now even two or more companies can also club together for carrying out any projects or activity. In addition, the Companies can also engage international organizations in implementing their projects.For proper implementation, companies must follow the Memorandum of understanding signed between the implementing agency and the company in spirit. Any change in the agreement must be timely intimated. The person of contact should be appointed by the parties who will look into the care of CSR funds.

Disclosure:Disclosure not only provides important information to the stakeholders but also helps to change the driving factors of companies. The disclosure principles are important concerning Corporate Social Responsibility. The companies are bound to disclose the details of all those trusts and registered societies through which they are undertaking their CSR activities. Further, the members of the company have the right to inspect[57] the register kept for the utilization of CSR funds. Any member of the company can inspect the register and take the extracts and copies from it.  This register shallbe subject to inspection in every annual general meeting.

Role Of the Board In Implementing Corporate Social Responsibility & Corporate GovernancePractices: The Board is an apex decision making body in the company. It reflects the image of the company to the outer world. It plays a major role in working around and improving the reputation of the company they represent. The Board has to provide proper advice and counsel the top management of the company whenever required. The Board has a supervisory function in any Business organization. It promotes principles and values throughout the business organization. It consists of various Directors, who are generally elected by the shareholders of the company. Generally, the companies elect the directors on a rotational basis where fractions of directors are retiring every year.[58] The Board members can be removed by the shareholders by passing the resolution.

The Board must look after the Corporate Social Responsibility initiatives of the company. It must assure that sufficient effort is put into the CSR programs of the company. The Board coordinates all the steps of CSR. It helps the company to plan, execute and design the CSR policy. The responsibilities of the Board include setting up of the CSR Committee, drafting the CSR policy, ensuring a good team to carry on CSR programs, ensuring regular impact assessment and finally approving the CSR report.[59]

The company achieving the prescribed limit[60] under the provision of Section 135 of the Companies Act 2013 must establish‘CSR Committee’. However, the requirement of forming the CSR committee is relaxed for those companies where the amount is less than fifty lakh rupees.[61]The composition of this committee is laid by the Board. The Board of Directors appoints two or more directors, including independent directors, for its proper functioning. The requirement of three or more directors is not mandatory for certain companies, and they can only appoint two or more directors.[62]The role of the CSR Committee has its importance as the entire formation of the CSR policy of the company, the activities in which the company must spend its contribution[63], the amount of expenditure and monitoring the progress of CSR policy lies on this committee.[64]

After the CSR Committee is set up by the Board, The Committee must prepare the CSR Policy.  The CSR policy act as a guide for the company to spend the contributions in a concentrated manner. The companies must bring a valid CSR policy only after the Board has approved and after considering the views of the CSR Committee. The policy should be well composed and contain the guiding principles for selecting the project, its implementation and monitoring CSR activities.[65]

The task of implementing CSR is always on the Board. The Board shall ensure that amount of CSR funds is use for the beneficiaries in the manner approved by the CSR Committee. If the company has contributed to the project, which is an ongoing project[66], the Board of the Company has to implement the project within approved timelines.[67]The companies themselves can continue CSR activities or delegate the same to any implementing agencies. For promoting transparency in CSR practices, the Board must ensure that all the details of the formation of the Committee, CSR policy and CSR projects are in the public domain.[68]

The joint responsibility of the Board is a fundamental principle of Corporate Governance. In Board, each director owes the duty toward the company affairs and to work jointly with the other directors.[69] The new Companies Act 2013 has mentioned the duties of directors[70] which have to be performed by the directors in an official capacity. They are bound by the Articles of the company. They must act in good faith and for the benifit of the company. The directors should safeguard the interest of their employees, shareholders, community and protection the environment as their general duty.  He must exercise his duties with due care and diligence and shall act independently. He should not involve in matters where his interest is questioned.  He must not attain any undue gain either himself or through related parties.[71] The new act also prescribes the penalties in the form of a fine of 1 lakh rupees which may extend to 5 lakhs rupees that can be imposed upon the directors for the violation of these duties.


The companies are acting as responsible corporate citizens, they cannot ignore the need for Corporate Governance or Corporate Social Responsibility.  Those companies which will opt for the Good Corporate Governance model will ultimately enhance Corporate Social Responsibility. CSR has to be a part of ethical corporate governance. The corporate governance structure must interlink its activities with moral, ethical, social and environmental issues. Without corporate governance and corporate social responsibility,no business enterprise can survive in the market world. In executing the Corporate Governance practices the companies can also take the help of trust like NFCG (National Foundation for Corporate Governance) which was setup by the Ministry of Corporate Affairs in the year 2003 to find the emerging areas related to corporate governance.

The growth of CSR depends upon the strategies opted by the CSR committee in executing the CSR policy. The working of the CSR Committee should be transparent. To make the CSR committee more effective the Board must try to rotate the directors of the committee on a rotational basis. By applying this method there will be ample chances that CSR Committee will stick to its operations. This will also help the company to have a regular stream of appropriate projects rather than unplanned projects. The other mode through which CSR activities can be implemented in the company is by making putting CSR into the governance of the company and information and management system. By putting CSR into information and management systems the companies will work more effectively. It will try to compete with the social and environmental impacts associated with the company.

No CSR or Corporate Governance can work without Independent Directors. The role of ‘Independent Director’ plays an important part in implementing the Corporate Governance norms of the Company. They are the ones who do not have any personal interest in the company. He represents the interest of all the investors and small shareholders. Similarly, he is also a part of the CSR Committee. He is the better person who can guide and suggest to the Board to take better decisions in the interest of stakeholders. On the other hand, the companies can promote workplace democracy where the employees can be part of decision making, especially concerning the governance structure.

Corporate Social Responsibility is an antecedent of Corporate Governance.Both can be achieved in the future years by the companies. Companies have to come forward to take these social initiatives. The companies must implement these objectives not on paper but in spirit, it is only then the purpose of corporate governance and corporate social responsibility will be achieved.


Kamaljeet Singh, Ph.D. Research Scholar at Rajiv Gandhi NationalUniversity of Law, Patiala (Punjab).

Lakhwinder Singh, Assistant Professor of Law at Rajiv Gandhi NationalUniversity of Law, Patiala (Punjab).


[1]OECD Principles of Corporate Governance, (2004) also see PRAVEEN B MALLA,CORPORATE GOVERNANCE 17 (Routledge Taylor & Francis Group 2010).

[2]The Cadbury Committee Report (1992), Para 2.5

[3]N.L.Mitra, Corporate Governance: A Sojourn to find a yardstick,56JILI.437,446 (2014)

[4]EsselPropack Ltd. v. Commissioner of CGST, Bhiwandi, (2018) SCC Online CESTAT 7175.

[5]Tabassum Chaudhary,Companies Act 2013: Redefining Corporate Social Responsibility, 24 ALJ,265,267-268 (2016).

[6]The Companies (CSR Policy) Amendment Rules 2021, Rule 2(d), CG-DL-E-22012021-224640 (India).

[7]Ministry of Corporate Affairs Notification dated January 22, 2021, G.S.R. 40 (E) The Companies (CSRPolicy) Amendments Rules 2021,CSRAmendmentRules_22012021.pdf (mca.gov.in),(last visited June 18, 2023).

[8]Varun Bhat, Corporate Governance in India: Past, Present and Suggestions for the future, 92 IOWA L. Rev, 1431-1437-1438 (2007).

[9]Hereinafter, SEBI Act, 1992.

[10]See Preamble of SEBI Act 1992

[11]See,Confederation of Indian Industry (CII) Desirable Code of Conduct (1998).

[12]Pratiksha, Relationship between Corporate Governance and Companies Act, 8 JEITR, 1726, 1727(2021).

[13]Sec 149 of Companies Act, 2013

[14]Sec 166 of Companies Act, 2013

[15]Sec 167 of Companies Act, 2013

[16]Sec 188 of Companies Act, 2013

[17]The major corporate scams that have occurred in India in the past few years includesSatym Computers (2009), Kingfisher Airlines (2012), PNB (2018), Jet Airways (2019), Bhushan Steel (2019), ILFS (2019), PMC (2019), DHFL (2020), YES Bank (2020) etc.

[18]Harish Bansal v. Moti Films (P) Ltd. etc,(1984) 25 DLT 92.

[19]See,Charter on Corporate Responsibility for Environmental Protection (2003),https://archive.pib.gov.in/archive/releases98/lyr2003/rmar2003/12032003/r120320033.html,(Last Visited onJune 22, 2023.

[20]See,The charter of Corporate Social Responsibility for Environmental Protection2003, CPCB | Central Pollution Control Board, (Last visited on 26 July,2023).

[21]SeeMCA,CSR Voluntary Guidelines 2009,Inside matter IInd (mca.gov.in), (Last visited on May 14, 2023).

[22]SeeNVGs on Social, Environmental & Economic Responsibilities of Business(2011).

[23]SeeSEBIBusiness Responsibility Report (2012), also available at https://www.sebi.gov.in/sebi_data/attachdocs/1344915990072.pdf, ( Last visited on April 18, 2023).

[24] R. Balakrishnan, Business Responsibility and Sustainability Reporting (BRSR) in the annual accounts of the company,51 CPT, 1017, 1019 (2021).

[25]The SEBI (LODR) Regulations 2015, Clause 34 (2) (f).No. SEBI/LAD-NRO/GN/2015-16/013 (India).

[26]Narendra Singh &Prativa Jena,CSR- A Pioneering Social Idea woven in legislation,49 CSJ,26, 29-30 (2019).

[27]SeeMCACircular dated June 18, 2014- No. 05/01/2014- CSR General clarification on Corporate Social Responsibility2014, https://www.mca.gov.in/Ministry/pdf/General_Circular_21_2014.pdf, (last visited on May6, 2023).

[28]See, Ministry of Corporate Affairs, Notification dated January 22, 2021- No. G.S.R. 40 (E) {E-F. No.CSR-05/3/2020-CSR-MCA}2021, CSRAmendmentRules_22012021.pdf (mca.gov.in) (last visited onApril 19, 2023).

[29]SeeDepartment of Public Enterprise, Guidelines on CSR for Central Public Sector Enterprises 2013, https://dpe.gov.in/sites/default/files/A-438.pdf (last visited onApril 29, 2023).

[30]SeeMinistry of Corporate Affairs, FAQ on CSR Cell,https://www.mca.gov.in/MinistryV2/faq+on+csr+cell.html#:~:text=beyond%20Schedule%20VII%3F-,General%20Circular%20No.,of%20the%20Companies%20Act%202013 (last visited onMay 6, 2023).

[31]SeeReport of the High-Level Committee (2015) also available HLC_report_05102015.pdf (mca.gov.in) (last visited on May 4, 2023).

[32]The National CSR awards, https://iica.nic.in/nacsr.aspx, (last visited onApril2, 2023).

[33]SeeMCA National CSR Data Portal,https://www.csr.gov.in/about-us.php(last visited on May5,2023).

[34]See,MCA Report of the High-Level Committee on Corporate Social Responsibility (2018) also available athttps://www.mca.gov.in/Ministry/pdf/CSRHLC_13092019.pdf, (visited on May 5, 2023).

[35]Press Trust of India,  CSR Non-Compliance: Prosecution sanctioned in 366 cases, THE ECONOMICS TIME, July1, 2019, https://economictimes.indiatimes.com/news/company/corporate-trends/csr-non-compliance-prosecution-sanctioned-in-366-cases/articleshow/70022089.cms (last visited on April 13, 2023).

[36]See,Investment Cooperation and Facilitation Treaty (Republic of India-Brazil) (25 January 2020) also available at Investment Cooperation and Facilitation Treaty with Brazil – English_0.pdf (dea.gov.in),(last visited on May12,2023).

[37]AlnoorBhimani&KazbiSoonawalla,From conformance to performance: The corporate responsibilities continuum, 24 JAPC,162 165-166, (2005).

[38]Robert Neal & Philip L. Cochran,Corporate Social Responsibility, Corporate Governance and Financial Performance: Lessons from France, 51 Business Horizons 530, 535 (2008).

[39]See, National CSR awards, https://iica.nic.in/nacsr.aspx,(last visited onMay3, 2023).

[40]For best Corporate Governance Awards, See Corporate Governance Awards by IndianChamber of Commerce, https://www.indianchamber.org/initiatives/corporate-governance-awards (last visited on May4, 2023) also see Corporate Governance Awards by ICSI available at https://www.icsi.edu/icsiexcellenceawards/(last visited on May 4, 2023).

[41]Lutgart Van den Berghe and CeliineLoche,The Link Between Corporate Governance and Corporate Social Responsibility in Insurance, Geneva Papers on Risk and Insurance- Issues and Practice, 30 (3) p.427. See also, Principle 1 of NVGs on Social Environment & Economic Responsibilities of Business, (2011).

[42]Rule 4(e) of The SEBI (LODR) Regulations, 2015.

[43]Amiram Gill, Corporate Governance as Social Responsibility: A Research Agenda, 26 BJIL, 452(2008).



[46]Depti Mehta, Corporate Governance and Corporate Social Responsibility, 15 CS, 48 (2021).

[47] Sec 134 (o) of Companies Act, 2013

[48]JOHN FARRAR & PAMELA HANRAHAN, CORPORATE GOVERNANCE, 550 (LexisNexis Butterworths 2016).

[49]Sec 134 (3) (o)Companies Act, 2013.

[50]Rule 9 of the Companies (CSR Policy) Amendment Rules 2021.

[51]See, the list of Indian Companies abiding to UN Global Compact,https://www.unglobalcompact.org/what-is-gc/participants/search?page=1&search%5Bcountries%5D%5B%5D=86, (last visited onMay 16,2023).

[52]See https://www.transparency.org/en/countries/india, lastvisited May11,2023).

[53]Rule 2 (1) (i) of the Companies (CSRPolicy) Amendment Rules, 2021. This rule defines the term ‘ongoing project’. It means the project taken by the companies in  the fulfilment of CSR obligation and having timeline not exceeding 3 years.

[54]Rule 4 of the Companies (CSRPolicy) Amendment Rules 2021.

[55]Id. at 52.

[56] Sections 12 & 80 ofThe Income Tax Act, 1961.

[57]Sec 171 of Companies Act, 2013.

[58]Sec 152 (6) (a) of The Companies Act, 2013.


[60]The CSR will be applicable on those companies that have Net Worth of rupees 500 crore or more or turnover of rupees 1000 crore or more or net profit of rupees 5 crore or more during the immediately preceding financial year have to constitute CSR Committee.

[61]Sec 135 (9) of Companies Act, 2013

[62]Sec 149 (4) of Companies Act, 2013 r/w The Companies (Appointment and Qualification of Directors) Rules 2014, Rule 4. G.S.R. 259 E (India).

[63]Hereinafter Schedule VII of the Companies Act, 2013.

[64]Sec 135 (3) of the Companies Act, 2013.

[65]The Companies (CSR Policy) Amendment Rules 2021, Rule 2 (1) (f), CG-DL-E-22012021-224640 (India).

[66]The Companies (CSR Policy) Amendment Rules 2021, Rule 2 (1) (i), CG-DL-E-22012021-224640 (India).

[67]The Companies (CSR Policy) Amendment Rules 2021, Rule 4, CG-DL-E-22012021-224640 (India).

[68]The Companies (CSR Policy) Amendment Rules 2021, Rule 9, CG-DL-E-22012021-224640 (India).

[69]Re Westmid Packing Services Ltd, Secretary of State for Trade and Industry v. Griffiths,All ER, 1998, 124.

[70] Sec 166 of the Companies Act, 2013.


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