Company Policies — CSR, Vigil Mechanism & NRC Formats
Ready policy templates under the Companies Act, 2013: the Corporate Social Responsibility policy (Section 135), the Vigil Mechanism / Whistle-blower policy (Section 177(9)) and the Nomination and Remuneration policy (Section 178), with the applicability thresholds. Download the editable Word policies or the fillable adoption PDF.
Which policy applies to your company?
| Policy | Section | Applies when |
|---|---|---|
| Corporate Social Responsibility (CSR) | 135 | Net worth Rs 500 crore or more, or turnover Rs 1,000 crore or more, or net profit Rs 5 crore or more, in the preceding financial year. |
| Vigil Mechanism / Whistle-blower | 177(9) | Every listed company; a company accepting public deposits; or borrowings from banks or public financial institutions above Rs 50 crore. |
| Nomination & Remuneration (NRC) | 178 | Every listed company; and a public company with paid-up capital Rs 10 crore or more, or turnover Rs 100 crore or more, or aggregate loans, debentures and deposits above Rs 50 crore. |
CSR — the essentials
A company that crosses the Section 135 threshold constitutes a CSR Committee (not required where the amount to be spent does not exceed Rs 50 lakh), and spends at least 2% of the average net profits of the three immediately preceding financial years on Schedule VII activities. Unspent amounts on ongoing projects are moved to a separate Unspent CSR Account; other unspent amounts go to a Schedule VII fund. The annual CSR report is annexed to the Board’s Report.
A 2025 amendment bill has proposed lower CSR thresholds (net worth Rs 100 crore / turnover Rs 500 crore / net profit Rs 3 crore); this is not yet law, so the figures above remain current.
Vigil Mechanism and NRC — the essentials
The Vigil Mechanism lets directors and employees report genuine concerns about fraud or unethical conduct, with safeguards against victimisation and direct access to the Audit Committee chair in appropriate cases. The Nomination and Remuneration Committee identifies persons for the board and senior management, formulates the remuneration policy, and lays down the criteria for board and director evaluation.
Related templates & tools
Company Policies – FAQs
Does a private company need a CSR policy?
Only if it crosses the Section 135 threshold (net worth Rs 500 crore, turnover Rs 1,000 crore, or net profit Rs 5 crore). Most small private companies are not covered.
Who must have a Vigil Mechanism?
Every listed company, companies accepting public deposits, and companies with borrowings from banks or public financial institutions above Rs 50 crore.
When is a Nomination and Remuneration Committee required?
For every listed company and public companies with paid-up capital Rs 10 crore or more, turnover Rs 100 crore or more, or loans, debentures and deposits above Rs 50 crore.
How much must a company spend on CSR?
At least 2% of the average net profits of the three immediately preceding financial years, on Schedule VII activities.
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Formats current as of July 2026. General information only, not legal advice.