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On 5 December 2025, the Rajya Sabha introduced the Companies (Amendment) Bill, 2025 ("Bill"), proposing significant amendments to Section 135 of the Companies Act, 2013 ("Companies Act"), which governs Corporate Social Responsibility ("CSR") obligations of the eligible companies. The Bill aims to widen the ambit of the CSR framework and proposes to further strengthen the governance structure of the CSR Committee, provided under Companies Act. The said Bill has not yet been passed in the Lok Sabha and Rajya Sabha.
Lower CSR Thresholds
The Bill proposes to lower the financial thresholds that trigger CSR obligations, thereby including several mid-sized and smaller companies under the CSR framework. The CSR obligations apply if any of the thresholds mentioned under Section 135 of the Companies Act, are met in the immediately preceding financial year. The Bill proposes to revise the applicable thresholds provided under Section 135, as follows:
| Criteria | Current Thresholds | Proposed Thresholds |
|---|---|---|
| Net Worth | INR 5 billion or more | INR 1 billion or more |
| Turnover | INR 10 billion or more | INR 5 billion or more |
| Net Profit | INR 50 million or more | INR 30 million or more |
Revised CSR Committee
As per the current framework enshrined under Section 135 of the Companies Act there is no statutory requirement regarding the qualifications, experience, or expertise of CSR Committee members, i.e., any director, irrespective of their background or familiarity with social development initiatives, could be a member of the CSR Committee.
However, the Bill has now proposed the introduction of a new requirement relating to the composition of the CSR committee, wherein the CSR committee must include at least one director having extensive experience in planning and implementing CSR projects.
The intent behind a mandatory expertise requirement is to improve the quality, accountability, and impact of CSR initiatives. It also ensures that CSR activities are guided by informed, experienced leadership rather than being treated as a mere compliance exercise.
Conclusion
The Companies (Amendment) Bill, 2025 signals a transformative expansion of India's CSR landscape, by lowering thresholds and mandating expert oversight. If enacted in its current form, the Bill would require companies to reassess the applicability of CSR provisions under the revised thresholds and, where applicable, reconstitute CSR Committees to include a director with necessary qualifications.
However, with the reduction in net worth, turnover, and profit thresholds under the proposed amendments to the CSR provisions, a larger number of companies particularly smaller enterprises are now subject to mandatory compliance, potentially placing significant strain on their financial and administrative resources.
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