Social Audit — The Regulatory Framework
Section 135 of the Companies Act, 2013 mandates Corporate Social Responsibility (CSR) spending for companies that meet prescribed thresholds — net worth of ₹500 crore or more, turnover of ₹1,000 crore or more, or net profit of ₹5 crore or more. Beyond the financial obligation, the Companies (Social Responsibility Policy) Amendment Rules, 2021 introduced a significant governance requirement: a Social Audit.
Section 53E of the Companies Act, read with Rule 9A of the CSR Rules, mandates that companies spending ₹10 crore or more on CSR in the preceding financial year must conduct a Social Audit for their CSR activities, carried out by a Social Audit Firm listed on the Government portal. The audit report must be placed before the Board and included in the Annual Report.
Non-compliance with CSR spending requirements attracts penalties under Section 135(7) — ₹1 lakh to ₹1 crore for the company, and ₹10,000 to ₹2 lakh for every officer in default. Repeated default escalates significantly.
What a Social Audit Covers
A Social Audit is an independent verification of the impact and implementation of CSR programmes. It goes beyond financial compliance — examining whether the intended beneficiaries actually received the benefit, whether implementation partners (Section 8 companies, trusts, NGOs) managed funds appropriately, and whether the stated outcomes were achieved.
CSR Policy and Governance Review
Assessment of the CSR Policy, CSR Committee constitution, Board approval processes, and annual action plan against the requirements of Schedule VII and the CSR Rules.
Expenditure Verification
Verification of actual CSR expenditure against the prescribed 2% of average net profits, including treatment of ongoing projects, unspent amounts, and transfers to the Unspent CSR Account or PM CARES Fund.
Programme Impact Assessment
Field-level verification of CSR programmes — whether funds reached intended beneficiaries, whether implementing agencies maintained adequate records, and whether programme objectives were met.
Annual Report Compliance
Review of the Annual Report CSR disclosure — the format, completeness, and consistency of the CSR disclosures required under Schedule III of the Companies Act.
Social Audit Report
Preparation and submission of the Social Audit Report for Board placement and Annual Report inclusion, in the prescribed format issued by the Ministry of Corporate Affairs.
ESG Governance Advisory
Environmental, Social, and Governance (ESG) considerations have moved from voluntary reporting to investor expectation — and, for listed companies, regulatory obligation. SEBI’s Business Responsibility and Sustainability Reporting (BRSR) framework, mandatory for the top 1,000 listed companies from FY 2022–23, requires detailed disclosures on environmental impact, social practices, and governance structures.
For unlisted companies — particularly those in pre-IPO stages or those with PE or VC investors — ESG governance is increasingly a due diligence requirement. Investors want to see that the company has formalised its approach to environmental risk, supply chain labour practices, board diversity, and anti-corruption controls.
SEBI has extended BRSR Core (a subset of enhanced BRSR disclosures with third-party assurance) to the top 150 listed companies from FY 2023–24. The assurance requirement will expand progressively to the top 1,000 companies.
Our ESG Advisory Services
We assist companies — listed and unlisted — in building the governance foundations that ESG reporting and investor expectations require:
Intersection with Secretarial Practice
Social Audit and ESG governance are not standalone exercises — they connect directly to the company secretary’s domain. CSR Committee minutes must reflect actual deliberation on programme selection and expenditure. Board resolutions must properly authorise CSR activity and approve the Annual Report disclosures. The Annual Return must correctly reflect CSR-related director appointments and committee compositions.
We manage this integration — ensuring that governance documentation, board resolutions, statutory disclosures, and the Social Audit report are all consistent, legally compliant, and properly filed.
What We Deliver
- CSR Committee constitution and governance documentation
- CSR Policy review and alignment with Schedule VII and Rules
- Unspent CSR account management and transfer documentation
- Social Audit report (where mandatory under Rule 9A)
- Annual Report CSR disclosure review and sign-off
- BRSR gap analysis and implementation roadmap
- ESG policy suite — Environmental, Supply Chain, Whistleblower, ABC
- ESG data room preparation for investor due diligence
Who Needs This
Mandatory Social Audit applies to companies spending ₹10 crore or more on CSR. BRSR disclosure applies to the top 1,000 listed companies by market capitalisation. However, even companies below these thresholds benefit from ESG advisory when preparing for fundraising, seeking PE or VC investment, or positioning for an eventual IPO.
We work with companies at different stages — from those approaching mandatory thresholds who want to put governance in place before it is required, to those already obligated who need to remediate gaps identified in their last Annual Report or investor due diligence.