What actually is CSR and Governance under Companies Act- Module-10

India did something no country had done before: it made charity a legal obligation. If a company is big enough, giving 2% of its profit to society is not a choice — it's the law. This is Module 10 of the free Ductus Edge Company Law series — CSR & Governance. We cover two connected ideas: a company's statutory duty to spend on society, and the wider machinery of committees, codes and audits that keeps a company honestly run. We use a real listed company's CSR numbers to show how it works in practice. No legal background needed. In this lecture: → What CSR is, and who must do it — S.135(1): the net worth / turnover / net profit thresholds → The CSR Committee — S.135(1),(9): who sits on it, and when you don't need one → The 2% rule — S.135(5): 2% of the average net profit of three years → What counts as CSR — Schedule VII: the menu of permitted activities → Unspent CSR — S.135(5)–(7): the Unspent CSR Account, the transfer to a fund, and the penalty → CSR in practice — Forms CSR-1 and CSR-2, impact assessment, the 5% overhead cap, and set-off → A real CSR spend — a listed company's obligation, set-off and carry-forward, mapped to the law → The governance engine — the board committees the Act requires → The Audit Committee — S.177: the boardroom's financial conscience → Nomination & Remuneration and Stakeholders Relationship Committees — S.178 → Independent directors & Schedule IV — the code that makes independence real → The wider framework — secretarial audit (S.204), SEBI LODR, and the BRSR ⏱️ Chapters 00:00 What this module covers 01:20 What is CSR & who must do it — S.135(1) 04:00 The CSR Committee & the 2% rule — S.135 07:00 What counts as CSR — Schedule VII 09:00 Unspent CSR — the new teeth — S.135(5)–(7) 12:00 CSR in practice — forms & fine print 14:00 A real CSR spend 16:00 The governance engine — board committees 18:00 The Audit Committee — S.177 21:00 NRC & Stakeholders Relationship Committee — S.178 23:30 Independent directors & Schedule IV 26:00 The wider framework — S.204, LODR, BRSR 28:00 The common thread 29:30 Recap & self-check 🎓 Made for law and commerce students, CS / CA / CMA aspirants, founders, directors and corporate teams. ▶️ New here? Start with Module 1 ("Why Companies Exist") and work forward through Modules 2–9. ⏭️ Coming next — Module 11: Creditors & Security (registration of charges, secured creditors, and the rules on accepting deposits). 🔔 Subscribe for the full course:    / @ductusedge   Statutory text is read from the Companies Act, 2013 (MCA e-book); the CSR figures are from the cited real annual report. Educational content only, not legal advice; verify the current law and rules before relying on it. #CompanyLaw #CompaniesAct2013 #CSR #CorporateGovernance #ESG #CorporateLaw #LegalEducation #CompanySecretary #CSexam #CAexam #India