LUBNA KABLY, TNN | May 20, 2015, 01.23AM IST
MUMBAI: The Institute of Chartered Accountants of India ( ICAI) recently issued a guidance note which will help India Inc in accounting for its corporate social responsibility (CSR)expenses.
To ensure transparent financial reporting, this guidance note requires the company to debit (charge) its profit and loss account (P&L a/c) with the CSR expenses incurred by it during the year. Further, such expenses are to be shown as a separate line item in the P&L a/c.
"The guidance note by calling for a debit to the P&L a/c of the CSR expenditure rightly puts to rest an ongoing debate as to whether such expenditure could have been adjusted as an appropriation from reserves," says Sumit Seth, partner, PriceWaterhouse.
Further, ICAI's guidance note has also addressed issues of a shortfall by a company in meeting with the minimum CSR expenditure criteria and also those instances where a company has spent more than the minimum requirement.
"ICAI's guidance note is clear and easy to implement. It has stayed with the letter and the spirit of the legal provisions. India Inc was facing many doubts in accounting for CSR expenses, as India is the first country in the world that mandates CSR expense," says Shailesh Haribhakti, group chairman, DH Consultants.
The legal obligation to comply with CSR norms kicked in as of April 1, 2014. Such expenses will reflect for the first time in the financial statements of India Inc as of March 31, 2015 which are currently under finalization and audit.
Companies meeting certain financial criteria such as a net worth, turnover or net profit of at least Rs 500 crore, Rs 1,000 crore and Rs 5 crore respectively have to comply with CSR norms. Such companies have to spend in each financial year 'at least' 2% of the average net profits made during the previous three financial years towards eligible CSR activities.
According to an EY report, nearly 8,000 companies are impacted by the CSR norms. Sachin Pilot, former minister of corporate affairs, under whose aegis the new Companies Act containing the CSR norms was ushered in, had said CSR spend by India Inc could aggregate to Rs 15,000-20,000 crore in a year.
There can be scenarios where a company spends more or less than the minimum 2% criteria. ICAI's guidance note states that the Companies Act requires the board of directors of a company to specify the reasons for not meeting with the CSR obligations. In light of this, if there is any shortfall, no provision is required to be made in the profit and loss account of the company. For instance, if the 2% criteria required a CSR spend of at least Rs 50 lakh, but the company spends only Rs 40 lakh during the year, the difference of Rs 10 lakh need not be provided in its profit and loss statement. A provision would have reduced the book profits of the company. However, the directors will be required to state in their report the reasons for such shortfall.
ICAI's guidance note also looks at a scenario when a company spends more than the minimum requirement. The issue in this scenario was whether the excess amount of CSR spent can be carried forward to be adjusted against amounts to be spent on CSR activities in the future. To illustrate, if a company spent Rs 60 lakh, instead of the minimum required Rs 50 lakh, could this excess Rs 10 lakh be carried forward and adjusted against next year's CSR required expenditure? ICAI's guidance note has clarified that, since "2% of the average net profits of immediately preceding three years is the 'minimum' amount which is required to be spent under section 135(5) of the Companies Act, the excess amount cannot be carried forward for any future adjustment".
Haribhakti adds, "The approach suggested in the guidance note of not carrying forward excess expenditure and for not providing for shortfalls in a particular year are justified. This is also the intent of the law makers to let market and peer pressure work."
ICAI's guidance note has also illustrated that, in some cases, the CSR expenditure could result in creation of a tangible asset — say a school building. Invariably, the future economic benefit from a 'CSR asset' would not flow to a company, thus even the expenditure towards creation of an asset should be charged to the P&L a/c (and not capitalized in the balance sheet), clarifies the guidance note.
If a company, as part of its CSR activities, supplies goods manufactured by it or renders services, these goods and services will also form part of the CSR expenditure and will be duly valued and charged to the company's P&L a/c.
According to government sources, the financial statements of a company, including notes to the accounts and the director's reports, will help keep track of the CSR spending by India Inc. Currently, there is no penalty imposed for not complying with these norms — only a disclosure is required in the director's report.
Guidance Note on Accounting for Expenditure on Corporate Social Responsibility Activities
GN(A) 34 – Guidance Note on Accounting for on Activities (Issued May 15, 2015)
(The of of Chartered Accountants of India (ICAI) has issued this Guidance Note on Accounting for Expenditure on Corporate Social Responsibility Activities which comes into effect from the date of its issuance. Pending finalisation of the Guidance Note, as it was under discussion with the relevant authorities, the Laws & Corporate Governance Committee had issued ‘Frequently Asked Questions on the provisions of Corporate Social Responsibility under Section 135 of the Companies Act 2013 and Rules thereon’ which, inter alia, provided an interim guidance with regard to certain accounting issues. On issuance of this Guidance Note on Accounting for Expenditure on Corporate Social Responsibility Activities, the FAQs related to areas covered by the Guidance Note stand withdrawn.)
1. Section 135 of the Companies Act, 2013 (the Act), requires the Board of Directors of every company having a net worth of Rupees 500 crore or more, or turnover of Rupees 1,000 crore or more or a net profit of Rupees 5 crore or more, during any financial year, to ensure that the company spends in every financial year atleast 2% of the average net profits of the company made during the three immediately preceding financial years on Corporate Social Responsibility (CSR) in pursuance of in this regard. The Act requires such companies to constitute a Corporate Social Responsibility Committee which shall formulate and recommend to the Board a Corporate Social Responsibility Policy which shall indicate the CSR activities to be undertaken by the company as specified in Schedule VII to the Act.
2. The objective of this Guidance Note is to provide guidance on recognition, measurement, presentation and disclosure of expenditure on activities relating to corporate social responsibility.
3. What constitutes CSR activities is specified in Schedule VII to the Act. Reference is also invited to the circular issued by the Ministry of Corporate Affairs (MCA) No. 21/2014 dated October 24, 2014. Accordingly, the Guidance Note does not deal with identification of activities that constitute CSR activities but only provides guidance on accounting for expenditure on CSR activities in line with the requirements of the generally accepted accounting principles including the applicable Accounting Standards.
4. For the purpose of this Guidance Note, the definitions mentioned at sl. nos. (a) to (f) are reproduced from the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and in the event of any change in the Act or the Rules made thereunder, these definitions shall stand automatically revised/modified to that extent:
(a) Any financial year: “any financial year” referred under sub-section (1) of Section 135 of the Act read with Rule 3(2) of Companies CSR Rule, 2014, implies ‘any of the three preceding financial years’. (Clarification vide MCA General Circular No. 21/2014)
(b) Average Net Profit: Average Net Profit is the amount as calculated in accordance with the provisions of Section 198 of the Companies Act, 2013.
(c) Financial Year: “financial year”, in relation to any company or corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up:
Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Tribunal may, if it is satisfied, allow any period as its financial year, whether or not that period is a year:
Provided further that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of this clause;
(d) Net Profit: “net profit” means the net profit of a company as per its financial statement prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely:-
(i) any profit arising from any overseas branch or branches of the company, whether operated as a separate company or otherwise; and
(ii) any dividend received from other companies in India, which are covered under and with the provisions of section 135 of the Act:
Provided that net profit in respect of a financial year for which the relevant financial statements were prepared in accordance with the provisions of the Companies Act, 1956, (1 of 1956) shall not be required to be recalculated in accordance with the provisions of the Act:
Provided further that in case of a foreign company covered under these rules, net profit means the net profit of such company as per profit and loss account prepared in terms of clause (a) of sub-section (1) of section 381 read with section 198 of the Act.
(e) Net worth: “net worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation;
(f) Turnover: “turnover” means the aggregate value of the realisation of amount made from the sale, supply or distribution of goods or on account of services rendered, or both, by the company during a financial year;
(g) Spend: The term ‘spend’ in accounting parlance generally means the liabilities incurred during the relevant .
5. Rule 4 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, requires that the CSR activities that shall be undertaken by the companies for the purpose of Section 135 of the Act shall exclude activities undertaken in pursuance of its ‘normal course of business’. The Rules also specify that CSR projects or programmes or activities that benefit only the employees of the company and their families shall not be considered as CSR activities in accordance with the requirements of the Act. Such programmes or projects or activities, that are carried out as a pre-condition for , or as part of a contractual obligation undertaken by the company or in accordance with any other Act, or as a part of the requirement in this regard by the relevant authorities cannot be considered as a CSR activity within the the Act. Similarly, the requirements under relevant regulations or otherwise prescribed by the concerned regulators as a necessary part of running of the business, would be considered to be the activities undertaken in the ‘normal course of business’ of the company and, therefore, would not be considered CSR activities.
Recognition and Measurement of CSR Expenditure in Financial Statements
Whether Provision for Unspent Amount required to be created?
6. Section 135 (5) of the Companies Act, 2013, requires that the Board of every eligible company, “shall ensure that the company spends, in every financial year, at least 2% of the average net profits of the company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy”. A proviso to this Section states that “if the company fails to spend such amount, the Board shall, in its report … specify the reasons for not spending the amount”.
7. Further, Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, prescribes that the Board Report of a company under these Rules shall include an report on CSR, containing particulars specified in the Annexure to the said Rules, which provide a Format in this regard.
8. The above provisions of the Act clearly lay down that the expenditure on CSR activities is to be disclosed only in the Board’s Report in accordance with the Rules made thereunder. In view of this, no provision for the amount which is not spent, i.e., any shortfall in the amount that was expected to be spent as per the provisions of the Act on CSR activities and the amount actually spent at the end of a reporting period, may be made in the financial statements. The proviso to section 135 (5) of the Act, makes it clear that if the specified amount is not spent by the company during the year, the Directors’ Report should disclose the reasons for not spending the amount. However, if a company has already undertaken certain CSR activity for which a liability has been incurred by entering into a contractual obligation, then in accordance with the generally accepted principles of accounting, a provision for the amount representing the extent to which the CSR activity was completed during the year, needs to be recognised in the financial statements.
9. Where a company spends more than that required under law, a question arises as to whether the excess amount ‘spent’ can be carried forward to be adjusted against amounts to be spent on CSR activities in future period. Since ‘2% of average net profits of immediately preceding three years’ is the minimum amount which is required to be spent under section 135 (5) of the Act, the excess amount can not be carried forward for set off against the CSR expenditure required to be spent in future.
Other Considerations in Recognition and Measurement
10. A company may decide to undertake its CSR activities approved by the CSR Committee with a view to discharge its CSR obligation as arising under section 135 of the Act in the following three ways:
(a) making a contribution to the funds as specified in Schedule VII to the Act; or
(b) through a registered trust or a registered society or a company established under section 8 of the Act (or section 25 of the Companies Act, 1956) by the company, either singly or along with its holding or subsidiary or associate company or along with any other company or holding or subsidiary or associate company of such other company, or otherwise ; or
(c) in any other way in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, e.g. on its own.
11. In case a contribution is made to a fund specified in Schedule VII to the Act, the same would be treated as an expense for the year and charged to the statement of profit and loss. In case the amount is spent in the manner as specified in paragraph10 (b) above the same will also be treated as expense for the year by charging off to the statement of profit and loss. The accounting for expenditure incurred by the company otherwise e.g. on its own would be accounted for in accordance with the principles of accounting as explained hereinafter.
CSR activities carried out by the company covered under paragraph 10 (c)
12. In cases, where an expenditure of revenue nature is incurred on any of the activities mentioned in Schedule VII to the Act by the company on its own, the same should be charged as an expense to the statement of profit and loss. In case the expenditure incurred by the company is of such nature which may give rise to an ‘asset’, a question may arise as to whether such an ‘asset’ should be recognised by the company in its balance sheet. In this context, it would be relevant to note the definition of the term ‘asset’ as per the Framework for Preparation and Presentation of Financial Statements issued by the Institute of Chartered Accountants of India. As per the Framework, an ‘asset’ is a “resource controlled by an enterprise as a result of past events from which future economic benefits are expected to flow to the enterprise”. Hence, in cases where the control of the ‘asset’ is transferred by the company, e.g., a school building is transferred to a Gram Panchayat for running and maintaining the school, it should not be recognised as ‘asset’ in its books and such expenditure would need to be charged to the statement of profit and loss as and when incurred. In other cases, where the company retains the control of the ‘asset’ then it would need to be examined whether any future economic benefits accrue to the company. Invariably future economic benefits from a ‘CSR asset’ would not flow to the company as any surplus from CSR cannot be included by the company in business profits in view of Rule 6(2) of the Companies (Corporate Social Responsibility Policy) Rules, 2014.
13. In some cases, a company may supply goods manufactured by it or render services as CSR activities. In such cases, the expenditure incurred should be recognised when the control on the goods manufactured by it is transferred or the allowable services are rendered by the employees. The goods manufactured by the company should be valued in accordance with the principles prescribed in Accounting Standard (AS) 2, Valuation of Inventories. The services rendered should be measured at cost.. Indirect taxes (like excise duty, service tax, VAT or other applicable taxes) on the goods and services so contributed will also form part of the CSR expenditure.
14. Where a company receives a grant from others for carrying out CSR activities, the CSR expenditure should be measured net of the grant.
Recognition of Income Earned from CSR Projects/Programmes or During the Course of Conduct of CSR Activities
15. Rule 6 (2) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, requires that “the surplus arising out of the CSR projects or programs or activities shall not form part of the business profit of a company”. The term ‘surplus’ ordinarily means excess of income over expenditure pertaining to an entity or an activity. Thus, in respect of a CSR project or programme or activity, it needs to be determined whether any surplus is arising therefrom. A question would arise as to whether such surplus should be recognised in the statement of profit and loss of the company. It may be noted that paragraph 5 of Accounting Standard (AS) 5, Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies, inter alia, requires that all items of income which are recognised in a period should be included in the determination of net profit or loss for the period unless an Accounting Standard requires or permits otherwise. As to whether the surplus from CSR activities can be considered as ‘income’, the Framework for Preparation and Presentation of Financial Statements issued by the Institute of Chartered Accountants of India, defines ‘income’ as “increase in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in increases in equity, other than those relating to contributions from equity participants”. Since the surplus arising from CSR activities is not arising from a transaction with the owners, it would be considered as ‘income’ for accounting purposes. In view of the aforesaid requirement any surplus arising out of CSR project or programme or activities shall be recognised in the statement of profit and loss and since this surplus can not be a part of business profits of the company, the same should immediately be recognised as liability for CSR expenditure in the balance sheet and recognised as a charge to the statement of profit and loss. Accordingly, such surplus would not form part of the minimum 2% of the average net profits of the company made during the three immediately preceding financial years in pursuance of its Corporate Social Responsibility Policy.
Presentation and Disclosure in Financial Statements
16. Item 5 (A)(k) of the General Instructions for Preparation of Statement of Profit and Loss under Schedule III to the Companies Act, 2013, requires that in case of companies covered under Section 135, the amount of expenditure incurred on ‘Corporate Social Responsibility Activities’ shall be disclosed by way of a note to the statement of profit and loss. . From the perspective of better financial reporting and in line with the requirements of Schedule III in this regard, it is recommended that all expenditure on CSR activities, that qualify to be recognised as expense in accordance with paragraphs 10-14 above should be recognised as a separate line item as ‘CSR expenditure’ in the statement of profit and loss. Further, the relevant note should disclose the break-up of various heads of expenses included in the line item ‘CSR expenditure’.
17. The notes to accounts relating to CSR expenditure should also contain the following:
(a) Gross amount required to be spent by the company during the year.
(b) Amount spent during the year on:
|In cash||Yet to be paid in cash||Total|
|(i)||Construction/acquisition of any asset|
|(ii)||On purposes other than (i) above|
The above disclosure, to the extent relevant, may also be made in the notes to the cash flow statement, where applicable.
(c) Details of related party transactions, e.g., contribution to a trust controlled by the company in relation to CSR expenditure as per Accounting Standard (AS) 18, Related Party Disclosures.
(d) Where a provision is made in accordance with paragraph 8 above the same should be presented as per the requirements of Schedule III to the Companies Act, 2013. Further, movements in the provision during the year should be shown separately. (Source- ICAI)