Board resolution for CSR policy adoption
A board resolution for CSR adopts the corporate social responsibility policy recommended by the CSR committee and, where the company newly crosses the section 135 thresholds, constitutes the committee. Section 135 applies by net worth, turnover or net profit thresholds, and CSR spending follows the two-percent formula on average net profits.
Last updated: 27 August 2026
Doing this for a client?
OnCompliance drafts this resolution on the company’s letterhead, details filled from the client’s record, records it in the minutes, and files it in the client’s folder — with the notice, minutes and 21 other board documents made the same way.
Fill it in, edit it, download it
The details you type fill the document as you go. Click into the paper to edit any wording, then download it in Word or as a PDF.
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] (CIN: [CIN]) HELD ON [MEETING DATE] AT [VENUE]
RESOLVED THAT a corporate social responsibility committee of the board be and is hereby constituted comprising [CSR COMMITTEE MEMBERS], to formulate and recommend the CSR policy, recommend the annual action plan and expenditure, and monitor implementation, in terms of section 135 of the Companies Act 2013.
FURTHER RESOLVED THAT the CSR policy placed before the meeting be and is hereby adopted and disclosed as prescribed, including on the website of the company where one is maintained.
Certified true copy
For [COMPANY NAME]
[NAME]
[DESIGNATION] · DIN: [DIN]
Date: ______________ · Place: ______________
When is this resolution passed?
Pass it once the company crosses a section 135 threshold, and annually as the policy, action plan and spend are approved.
Legal basis: s.135, Companies Act 2013
Common questions
Which companies must have a CSR committee?
Companies meeting the section 135(1) thresholds; where the spend obligation is small, section 135(9) lets the board itself discharge the committee’s functions. Check the current thresholds before relying on them.
How much must be spent on CSR?
At least two percent of the average net profits of the three immediately preceding financial years, computed under section 198.
What if CSR funds go unspent?
Unspent amounts follow the transfer rules in section 135(5) and (6), with ongoing-project amounts moving to a special account within the prescribed time.
Can OnCompliance draft this for me?
Yes. OnCompliance drafts the resolution on the company’s letterhead with the details filled from the client’s record, records it in the minutes, and files it in the client’s folder, alongside the notice of the meeting and every other board document.