1. Books and systems
Accrual, double entry, source evidence, audit trail, backup and preservation.
Chapter architecture
Six layers of financial-reporting governance
2. Reporting framework
AS or Ind AS, the correct Schedule III division, standalone and consolidated reporting.
3. Governance approval
Board review, signing, directors' responsibility, Board's Report and internal controls.
4. Independent assurance
Statutory audit, internal audit, Audit Committee and NFRA oversight.
5. Stakeholder access
Member circulation, website availability, AGM adoption and subsidiary information.
6. Public filing and CSR
Current AOC forms, electronic extracts, CSR-2 and unspent-amount controls.
Responsibility cannot be outsourced: accountants and auditors support the process, but the Board remains responsible for reliable books, compliant statements, controls and narrative disclosures.
Full statutory register
Sections 128 to 138 - Bare Act and simple decode
Section 128
Books of account
Create a complete, inspectable and tamper-evident accounting record.Simple decode: Every company keeps books and relevant papers at its registered office or another Board-approved place in India, on accrual basis and double-entry system. AOC-5 is filed within seven days when another Indian place is chosen. Electronic books must remain accessible in India, retain source information and satisfy daily backup and audit-trail requirements. Branches may keep detailed books locally but send periodic summaries. Books are generally preserved for eight financial years.
Practical example: A company operating from Bengaluru but registered in Delhi may keep books in Bengaluru after a Board decision and timely AOC-5, while ensuring director inspection and daily India-based electronic backup.
Section 129
Financial statements and consolidation
Produce true-and-fair statements under Schedule III and applicable accounting standards.Simple decode: Financial statements must comply with accounting standards, follow the relevant Schedule III division and include consolidated financial statements where the company has subsidiaries, associates or joint ventures. AOC-1 presents salient features of component entities. Any permitted deviation must be disclosed with reasons and financial effect. The Board must lay the statements before the AGM.
Practical example: An Ind AS manufacturing parent prepares Division II standalone and consolidated statements and attaches e-Form AOC-1 for subsidiaries and associates.
Section 130
Re-opening accounts by court or Tribunal order
Prevent management from rewriting approved accounts without external authority.Simple decode: Accounts may be reopened only on an application by the Central Government, tax authorities, SEBI, another statutory regulator or a concerned person, and only where earlier accounts were prepared fraudulently or company affairs were mismanaged so that the statements are doubtful. Ordinarily the order cannot reach beyond the preceding eight financial years, unless a longer preservation period has been directed under section 128.
Practical example: A new Board cannot reopen five-year-old statements merely because it prefers another accounting estimate; it needs the statutory application and court or Tribunal order.
Section 131
Voluntary revision
Correct non-compliant statements or Board reports through a controlled Tribunal process.Simple decode: Directors may apply to the Tribunal where financial statements or the Board's Report do not comply with sections 129 or 134. Revision may cover any of the three preceding financial years and can occur only once in a financial year. The Tribunal considers Government and tax-authority representations, and the reasons for revision must be disclosed.
Practical example: If a prior Board's Report omitted a mandatory related-party disclosure, the company may seek Tribunal approval under section 131 rather than silently replacing the filed report.
Section 132
National Financial Reporting Authority
Provide independent accounting and audit oversight for public-interest entities.Simple decode: NFRA recommends accounting and auditing policies, monitors and enforces standards, oversees audit quality and investigates professional misconduct for covered entities and auditors. Its investigation jurisdiction excludes parallel proceedings by another institute for the same matter. Orders may impose monetary penalties and debar members or firms from practice for six months to ten years, subject to appeal to NCLAT.
Practical example: An auditor of a listed company falls within NFRA's oversight even if the audit firm is otherwise regulated by ICAI.
Section 133
Accounting standards
Give legal force to prescribed AS and Ind AS.Simple decode: The Central Government prescribes accounting standards after considering recommendations through the statutory standard-setting and NFRA framework. Companies apply the Companies (Accounting Standards) Rules or Companies (Indian Accounting Standards) Rules according to applicability; accounting policies cannot be selected merely for tax convenience.
Practical example: A company within the Ind AS roadmap cannot continue applying legacy AS because management considers it simpler.
Section 134
Financial-statement approval and Board's Report
Allocate responsibility for signing, governance disclosures and internal financial control.Simple decode: The Board approves and signs the financial statements and prepares a signed Board's Report. The report covers the annual-return web link, meetings, directors' responsibility statement, fraud reporting, independent-director declarations, policy disclosures, auditor comments, loans and investments, related-party contracts, reserves/dividend, material changes, risk management, CSR and prescribed matters. The directors' responsibility statement addresses accounting standards, consistent policies, estimates, record protection, going concern, internal financial controls for listed companies and compliance systems.
Practical example: Management cannot outsource responsibility for the financial statements to the statutory auditor; directors must document review and approval.
Section 135
Corporate Social Responsibility
Convert qualifying financial scale into a governed spending and impact obligation.Simple decode: CSR applies where the immediately preceding financial year meets any of the ₹500 crore net worth, ₹1,000 crore turnover or ₹5 crore net-profit tests. The company generally spends at least 2% of average section 198 net profits of the three immediately preceding financial years. Ongoing-project unspent amounts move to an Unspent CSR Account within 30 days after year-end; other unspent amounts move to a Schedule VII fund within six months. Where the obligation is ₹50 lakh or less, the Board performs CSR Committee functions.
Practical example: A company with a ₹1.2 crore CSR obligation and ₹40 lakh unspent on an approved ongoing project transfers ₹40 lakh to the Unspent CSR Account within thirty days after financial year-end.
Section 136
Member access to audited statements
Deliver the reporting package before the general meeting and maintain web access.Simple decode: Financial statements, CFS, auditor's report and attached documents are sent to entitled persons at least twenty-one days before the meeting, subject to electronic/abridged circulation rules. Listed companies place statements and separate subsidiary accounts on their website. Members may inspect and request full statements.
Practical example: Sending only a presentation deck does not satisfy section 136; the audited package and attached reports must be made available through the prescribed route.
Section 137
Filing financial statements with Registrar
Complete the public filing after adoption or within special statutory windows.Simple decode: Financial statements and attached documents are generally filed in AOC-4 within thirty days of the AGM. Unadopted statements are filed as provisional and the adopted version follows the adjourned AGM. If no AGM is held, filing occurs within thirty days of the last date on which it should have been held, with reasons. An OPC files within 180 days from financial-year close. Foreign-subsidiary statements and applicable CFS documents are also attached.
Practical example: A company whose AGM is held on 25 September generally files AOC-4 by 25 October, subject to the current form and fee framework.
Section 138
Internal audit
Require an independent internal-assurance function for prescribed companies.Simple decode: Listed companies and prescribed unlisted public and private companies appoint a chartered accountant, cost accountant or other professional decided by the Board as internal auditor. The auditor may be an employee. The Audit Committee or Board determines scope, functioning, periodicity and methodology in consultation with the internal auditor.
Practical example: A private company with ₹250 crore preceding-year turnover must assess Rule 13 applicability even though it is neither listed nor publicly funded.
Companies (Accounts) Rules, 2014
Current rule-by-rule register
Rule 1
Short title and commencement
Simple decode: This is the principal Chapter IX procedural rulebook.
Practical example: Use the current e-forms and amendment notifications, not the 2014 form images.
Rule 2
Definitions
Simple decode: Terms such as books of account, financial statement, net worth and turnover retain their Companies Act meanings.
Practical example: A GST turnover number does not replace section 2(91) turnover in applicability tests.
Rule 2A
Notice of address where books are maintained
Simple decode: The accounting location is a statutory fact, not merely an administrative address.
Practical example: A Board-approved shared service centre must be reported even if the registered office can access the ERP.
Rule 3
Books maintained in electronic mode
Simple decode: ERP access, India-based backup and edit-log controls are separate requirements.
Practical example: A cloud ERP hosted overseas may be used only with compliant accessibility and daily India-based backup arrangements.
Rule 4
Books outside India and inspection
Simple decode: Foreign operations do not remove Board access or Indian summary-record obligations.
Practical example: A director should be able to inspect summarized Middle East branch records without waiting until year-end consolidation.
Rule 5
Statement of subsidiary, associate and joint-venture information
Simple decode: AOC-1 is entity-level group information, not a substitute for CFS.
Practical example: Associates and joint ventures are included in the current form scope.
Rule 6
Conditions for not preparing CFS at an intermediate level
Simple decode: The exemption is conditional and must be documented annually.
Practical example: An intermediate holding company with listed debt cannot rely on the exemption.
Rule 7
Transitional accounting-standard provision
Simple decode: This rule explains transition and is not a present-day alternative standard framework.
Practical example: Current statements use the applicable AS or Ind AS rules, not the old transition wording.
Rule 8
Board's Report for companies generally
Simple decode: The Board's Report is a structured governance report, not a generic chairman's message.
Practical example: The POSH statement and complaint counts should reconcile with ICC records.
Rule 8A
Abridged Board's Report for OPC and small company
Simple decode: Abridged does not mean optional or informal.
Practical example: A small company should use the applicable concise format while retaining evidence for every statement.
Rule 9
CSR Policy disclosure
Simple decode: CSR reporting is linked across section 134, section 135, CSR Rules and CSR-2.
Practical example: The website policy, annual report annexure and CSR-2 should reconcile.
Rule 10
Abridged financial statements
Simple decode: Abridged circulation is a delivery option, not reduced statutory accounting.
Practical example: A shareholder requesting full statements must receive the complete audited package.
Rule 11
Electronic and physical circulation
Simple decode: Maintain evidence of the member's email status and consent category.
Practical example: Sending an email to an address not registered with the company or depository may not satisfy the rule.
Rule 12
Filing of financial statements and CSR report
Simple decode: Select the form from reporting framework, consolidation status, NBFC status and XBRL applicability.
Practical example: An Ind AS NBFC should not use the ordinary non-NBFC AOC-4 merely because the figures are similar.
Rule 13
Internal audit applicability and operation
Simple decode: Applicability is tested each year using the specified preceding-year measures and point-in-time borrowing/deposit tests.
Practical example: A private company crossing the borrowing threshold for one day can become covered.
Schedule III and standards
Select the correct presentation and accounting framework
| Framework | Applies to | Control point |
|---|---|---|
| Division I | Companies applying Companies (Accounting Standards) Rules | Traditional Schedule III balance sheet, statement of profit and loss and notes. |
| Division II | Companies applying Ind AS other than NBFC Division III entities | Ind AS presentation, OCI, equity reconciliation and Ind AS-specific disclosures. |
| Division III | NBFCs applying Ind AS | NBFC-specific Ind AS statement formats and line items. |
| CFS | Parent companies with subsidiaries, associates or joint ventures unless a documented exemption applies | Apply the relevant division and consolidation standards. |
| XBRL | Prescribed classes under the XBRL filing rules and current MCA criteria | File tagged data plus signed statements and reports through applicable AOC form. |
Three decisions must agree: accounting standards, Schedule III division and MCA filing form. A mismatch can make otherwise correct numbers non-compliant.
National Financial Reporting Authority
Oversight and filing framework
| Area | Current framework | Practical implication |
|---|---|---|
| Scope under NFRA Rule 3 | Listed companies; prescribed large unlisted public companies; insurance, banking, electricity and specified statutory entities; Central Government references; and qualifying foreign subsidiaries/associates of covered Indian parents. | For an unlisted public company, test ₹500 crore paid-up capital, ₹1,000 crore turnover or ₹500 crore aggregate outstanding loans, debentures and deposits as at the immediately preceding 31 March. |
| Monitoring and enforcement | NFRA monitors accounting and auditing standards, audit quality and compliance for covered entities. | Management, Audit Committee and auditor should retain a defensible standards-compliance file. |
| Investigation | NFRA may investigate professional misconduct of chartered accountants and audit firms for entities within jurisdiction. | Once NFRA initiates the matter, parallel institute proceedings for the same misconduct are restricted. |
| NFRA-1 | Covered bodies corporate furnish auditor particulars and changes through the prescribed form, subject to the rule and exemptions. | Check the current NFRA portal and filing instructions when a company first enters the scope. |
| NFRA-2 | Auditors of covered entities file the prescribed annual return with audit-firm and engagement information. | The auditor, not company management alone, owns the filing obligation, but company data should reconcile. |
| Orders and appeal | NFRA can impose monetary penalties and debar members/firms; appeals lie to NCLAT. | NFRA exposure is separate from company, director and auditor liability under other sections. |
Scope is not limited to listed companies: large unlisted public companies, regulated entities and qualifying foreign components may also fall within NFRA jurisdiction.
Section 134 and Rule 8
Board's Report control map
Corporate profile
Financial summary, state of affairs, changes in business, reserves, dividend and material events.
Governance
Board meetings, directors and KMP, independent-director declarations, policies and annual-return web link.
Assurance
Directors' responsibility, internal financial controls, auditor remarks, secretarial audit and reported fraud.
Transactions and funding
Loans, guarantees, investments, deposits and AOC-2 related-party disclosures.
Regulatory and workforce
Significant orders, cost records, POSH compliance and complaint metrics, maternity-benefit compliance.
Risk and sustainability
Risk management, energy/technology/foreign exchange, CSR and insolvency or settlement disclosures.
2025 disclosure additions: the current report includes sexual-harassment complaint counts and a statement on Maternity Benefit Act compliance, alongside the existing POSH constitution statement.
CSR Policy Rules and section 135
Current CSR rule-by-rule framework
CSR Rule 1
Short title and commencement
Simple decode: CSR accounting, governance, implementation and reporting are integrated.
Practical example: A donation is not automatically CSR merely because the recipient is charitable.
CSR Rule 2
Definitions
Simple decode: The exclusion list prevents rebranding ordinary business or employee welfare as CSR.
Practical example: A marketing sponsorship with prominent brand promotion is not CSR.
CSR Rule 3
CSR applicability
Simple decode: Applicability and spending computation are separate tests.
Practical example: A company may remain in the CSR framework even after one weak year.
CSR Rule 4
CSR implementation
Simple decode: CSR-1 registration validates an implementing-agency route but does not prove project impact.
Practical example: The company remains responsible for fund use and project monitoring.
CSR Rule 5
CSR Committee and Board
Simple decode: The ₹50 lakh relaxation removes the committee, not the CSR obligation.
Practical example: Board minutes should record project, budget, execution mode, monitoring and impact-assessment decisions.
CSR Rule 6
CSR Policy and annual action plan
Simple decode: A generic policy without project governance is insufficient.
Practical example: Map each project to a Schedule VII theme and measurable output.
CSR Rule 7
CSR expenditure
Simple decode: Different accounting applies to project spend, overhead, surplus and excess spend.
Practical example: Sale proceeds from a CSR asset are not ordinary operating income.
CSR Rule 8
CSR reporting and impact assessment
Simple decode: Impact assessment is a statutory evaluation for large programmes, not a routine utilisation certificate.
Practical example: A ₹1.5 crore project completed only six months ago does not yet satisfy the one-year completion condition.
CSR Rule 9
Website disclosure
Simple decode: Website, Board's Report and CSR-2 should tell the same story.
Practical example: Remove cancelled projects or clearly disclose Board-approved modifications.
CSR Rule 10
CSR capital assets
Simple decode: The operating company should not retain a CSR asset for its own commercial benefit.
Practical example: A community health centre may be transferred to an eligible public authority or registered implementing entity.
Forms and evidence
Accounts, CSR and NFRA filing matrix
| Form / evidence | Purpose | Legal link |
|---|---|---|
| AOC-1 | Salient features of subsidiaries, associates and joint ventures; current e-form reference | Section 129(3); Rule 5 |
| AOC-2 | Particulars of specified related-party contracts and arrangements | Section 134; Rule 8 |
| AOC-3 | Abridged financial statements for prescribed non-Ind AS circulation | Section 136; Rule 10 |
| AOC-3A | Abridged financial statements for prescribed Ind AS circulation | Section 136; Rule 10 |
| AOC-4 | Standalone financial statements and attached reports | Section 137; Rule 12 |
| AOC-4 CFS | Consolidated financial statements | Sections 129 and 137; Rule 12 |
| AOC-4 XBRL | Financial statements in XBRL for prescribed companies | Rule 12 and XBRL framework |
| AOC-4 NBFC (Ind AS) | Standalone Ind AS filing for applicable NBFC | Rule 12 |
| AOC-4 CFS NBFC (Ind AS) | Consolidated Ind AS filing for applicable NBFC | Rule 12 |
| AOC-5 | Notice of place in India where books are maintained | Section 128; Rule 2A |
| CSR-1 | Registration of eligible CSR implementing agency | CSR Rule 4 |
| CSR-2 | Structured CSR report through current MCA form | Accounts Rule 12 and CSR reporting framework |
| NFRA-1 | Auditor particulars for bodies corporate within the NFRA Rules | NFRA Rules |
| NFRA-2 | Annual return by auditor/audit firm for covered engagements | NFRA Rules |
| MGT-14 | Filing specified Board/member resolutions, including approval where applicable | Section 117 and applicable rules |
| Electronic Board's Report extract | Current standalone/consolidated extract accompanying applicable AOC-4 filing | Accounts Rule 12 after 2025 amendment |
Form-version control: use the MCA webform available on the filing date. Legacy PDF formats are not a safe proxy for the post-14 July 2025 AOC and Board's Report extract workflow.
Statutory clock
Core reporting, filing and CSR deadlines
| Event | Current period or test |
|---|---|
| AOC-5 | Within 7 days of Board decision to keep books at another place in India. |
| Preservation of books | At least 8 financial years, or longer where investigation direction applies. |
| Send financial statements before general meeting | At least 21 days before the meeting, subject to permitted circulation rules. |
| AOC-4 after AGM | Within 30 days of AGM. |
| AOC-4 where AGM not held | Within 30 days after the last date AGM should have been held, with reasons. |
| OPC financial statements | Within 180 days from financial-year close. |
| Unadopted statements | File within 30 days of AGM as provisional; file adopted statements after adjourned AGM. |
| Non-ongoing CSR unspent | Transfer to Schedule VII fund within 6 months after financial-year end. |
| Ongoing-project unspent | Transfer to Unspent CSR Account within 30 days after financial-year end. |
| Ongoing CSR spending period | Spend within 3 financial years from transfer; thereafter transfer to Schedule VII fund within 30 days. |
| Internal-audit applicability | Test prescribed thresholds using the immediately preceding financial year and point-in-time balances. |
| CSR impact assessment | Project outlay at least ₹1 crore and completion at least one year earlier, for companies crossing the average-obligation threshold. |
Exceptions and highlights
Non-negotiable points
- Audit trail applies to accounting software for financial years beginning on or after 1 April 2023 and must not be disabled.
- Electronic books require daily backup on servers physically located in India in addition to accessibility in India.
- Schedule III division, accounting-standard framework and AOC form must be selected consistently.
- AOC-1 accompanies but does not replace consolidated financial statements.
- Reopening under section 130 and voluntary revision under section 131 are Tribunal-controlled and are not ordinary prior-period adjustment procedures.
- NFRA jurisdiction, company-law reporting and ICAI disciplinary processes are separate layers.
- The 2025 Accounts amendment substituted key AOC forms and CSR-2 and introduced electronic Board's Report extracts.
- Board's Report now includes current POSH complaint counts and a Maternity Benefit Act compliance statement.
- CSR applicability is based on the immediately preceding financial year, while spending uses average section 198 net profit.
- Unspent ongoing and non-ongoing CSR amounts have different destinations and deadlines.
- CSR administrative overhead is capped at 5%; CSR surplus cannot become business profit.
- Impact assessment applies only when both company-level and project-level tests are met.
- A private company can be subject to internal audit based on turnover or bank/PFI borrowing even without public shareholders.
- Management remains responsible for books, statements, internal controls and compliance; statutory audit does not transfer that responsibility.
Finin2min visual frameworks
Accounts and public-filing lifecycle
CSR obligation and unspent-amount lifecycle
CA / CS / finance professional cases
Applied case studies
1. Audit trail disabled for part of the year
A company uses compliant accounting software but administrators disable the edit log for three months during migration.
Analysis: Rule 3 requires the audit trail to operate throughout the year and not be disabled. Management and the statutory auditor must assess the control failure, evidence, reporting and remediation.
2. Overseas cloud with weekly India backup
The ERP is hosted abroad and a full backup is copied to India every Sunday.
Analysis: Daily India-based backup is required. Weekly backup does not satisfy the current electronic-books rule.
3. Books moved without AOC-5
The Board moves the accounting function from the registered office to another city but does not file AOC-5.
Analysis: Section 128 and Rule 2A require notice within seven days. Remote access from the registered office does not remove the filing.
4. CFS exemption with listed debt
A wholly owned intermediate holding company has listed non-convertible debentures and wants to avoid CFS.
Analysis: The conditional Rule 6 exemption requires that securities are not listed and are not in the process of listing. The exemption is unavailable.
5. New Board reopens old accounts
After a change in control, directors restate four prior years because they disagree with earlier estimates.
Analysis: Section 130 requires a competent application and court/Tribunal order based on fraud or mismanagement. Ordinary estimate changes follow applicable accounting standards prospectively or through the proper prior-period framework.
6. Voluntary revision twice
A company receives Tribunal approval to revise FY 2023-24 statements and later in the same FY seeks a second section 131 revision.
Analysis: Voluntary revision can occur only once in a financial year.
7. Wrong Schedule III division
An Ind AS NBFC files its financial statements in the ordinary Division II format.
Analysis: An applicable NBFC uses Division III and the corresponding NBFC Ind AS AOC form. Presentation and filing should be corrected through the lawful process.
8. Board Report omits POSH metrics
The report states general POSH compliance but does not disclose complaints received, disposed or pending over ninety days.
Analysis: The current Rule 8 disclosures are incomplete even if an Internal Committee exists.
9. CSR threshold crossed only in preceding year
A company had ₹6 crore net profit in the immediately preceding year but expects a loss in the current year.
Analysis: Section 135 applicability is triggered by the preceding-year test. Current-year loss does not itself remove the CSR framework.
10. Non-ongoing CSR amount retained
₹30 lakh remains unspent on a completed non-ongoing project after year-end and stays in the company's bank account.
Analysis: The amount must be transferred to a Schedule VII fund within six months after financial-year end; the ongoing-project account is not available.
11. Ongoing CSR account used for another project
Money transferred for an ongoing rural-health project is redirected to an unrelated education project.
Analysis: The Unspent CSR Account amount is tied to the CSR obligation and approved ongoing project framework. Redirection requires careful Board, policy and rule compliance and cannot be treated as unrestricted cash.
12. Impact assessment too early
A ₹2 crore project finished six months ago and the company has a ₹12 crore average CSR obligation.
Analysis: The company-level and outlay thresholds are met, but the project must have been completed at least one year before the impact assessment requirement applies.
13. AOC-4 filed with old form logic
A company prepares a legacy PDF Board's Report attachment but ignores the current electronic extract required by the 2025 form framework.
Analysis: Use the current webform and electronic extract requirements. Historic form layouts should not control a current filing.
14. Private company internal audit
A private company has ₹150 crore turnover but bank borrowings reached ₹120 crore for one month in the preceding year.
Analysis: The point-in-time borrowing threshold exceeds ₹100 crore, so Rule 13 internal-audit applicability is triggered.
Exam and implementation traps
Common errors
- Using software with an edit log that administrators can disable.
- Maintaining only weekly rather than daily India-based backup.
- Moving books without filing AOC-5 within seven days.
- Using the wrong AS/Ind AS framework or Schedule III division.
- Treating AOC-1 as a substitute for consolidated financial statements.
- Reopening approved accounts through a Board resolution alone.
- Revising more than three preceding years or twice in one financial year under section 131.
- Assuming NFRA applies only to listed companies.
- Omitting current POSH complaint counts or Maternity Benefit Act statement.
- Using a legacy AOC-4 attachment process after the current electronic extracts became applicable.
- Testing CSR applicability on the current year rather than the immediately preceding year.
- Moving non-ongoing CSR unspent money to the Unspent CSR Account.
- Using CSR surplus as business income.
- Charging administrative overhead above the 5% ceiling.
- Missing internal-audit applicability because a borrowing threshold was crossed only briefly.
Finin2min Q&A
Frequently asked questions
1. How long must books be preserved?
Generally for at least eight financial years immediately preceding the current financial year, subject to longer investigation directions.
2. When is AOC-5 filed?
Within seven days of the Board decision to keep books at another place in India.
3. From when does the accounting-software audit trail apply?
For financial years beginning on or after 1 April 2023.
4. What are the Schedule III divisions?
Division I for AS companies, Division II for Ind AS companies generally and Division III for Ind AS NBFCs.
5. Can approved accounts be reopened by the Board alone?
No. Section 130 requires a court or Tribunal order on the specified statutory grounds.
6. How many prior years can be voluntarily revised?
Any of the three preceding financial years, with Tribunal approval and only once in a financial year.
7. When does CSR apply?
Where the immediately preceding financial year meets any of the ₹500 crore net-worth, ₹1,000 crore turnover or ₹5 crore net-profit tests.
8. What happens to non-ongoing unspent CSR?
It is transferred to a Schedule VII fund within six months after financial-year end.
9. What happens to ongoing-project unspent CSR?
It is transferred within thirty days to an Unspent CSR Account and spent within the following three financial years.
10. When is internal audit mandatory for a private company?
Where the preceding-year turnover is at least ₹200 crore or bank/PFI loans or borrowings exceed ₹100 crore at any point.
Primary-source register
Sources used
India Code - Companies Act, 2013Primary or authoritative source.Open source ↗
India Code - Companies (Accounts) Rules, 2014Primary or authoritative source.Open source ↗
India Code - Accounts Rules amendment registerPrimary or authoritative source.Open source ↗
Official Gazette - Companies (Accounts) Second Amendment Rules, 2025, G.S.R. 357(E)Primary or authoritative source.Open source ↗
Official Gazette - Companies (Accounts) Amendment Rules, 2025, G.S.R. 317(E)Primary or authoritative source.Open source ↗
Official Gazette - Companies (Accounts) Amendment Rules, 2024, G.S.R. 587(E)Primary or authoritative source.Open source ↗
India Code - Companies (CSR Policy) Rules, 2014 inclusive of amendmentsPrimary or authoritative source.Open source ↗
India Code - Schedule IIIPrimary or authoritative source.Open source ↗
NFRA - Scope and statutory rolePrimary or authoritative source.Open source ↗
Review date: 26 June 2026. The package incorporates the 2025 AOC/e-form amendments and separates temporary historical CSR-2 extensions from the current recurring legal framework.