**6. Companies Bill 2020**

In March 2020, a new amendment to the Companies Act was once again introduced in the Lok Sabha. The government expressed that the new changes were committed to committed towards ease of doing ethical and honest business [33]. The Bill has proposed numerous changes amongst which the largest change is the recategorization of offences, many of which would be decriminalised. A few amendments have also been proposed to Section 135. Most importantly, the lack of CSR expenditure would be seen as a civil offence whereby 'the company shall be liable to a penalty of twice the amount required to be transferred by the company to the Fund specified in Schedule VII or the Unspent Corporate Social Responsibility Account, as the case may be, or one crore rupees, whichever is less, and every officer of the company who is in default shall be liable to a penalty of one-tenth of the amount required to be transferred by the company to such Fund specified in Schedule VII, or the Unspent Corporate Social Responsibility Account, as the case may be, or two lakh rupees, whichever is less' [34]. This is a welcome adoption of the Srinivas Committee's recommendation, which rectifies the stringency of the criminal penalty.

The Bill proposes a procedural relaxation to companies who are not required to spend more than fifty lakh rupees on CSR expenditure- such companies will not have to constitute a separate CSR committee and the functions of such committee shall, in such cases, be discharged by the Board of Directors [34]. The Bill also proposes a set-off, whereby if a company spends an amount in excess of the requirements provided, such company may set off such excess amount against the requirement to spend under this sub-section for a prescribed number of succeeding financial years [34]. These are both practical amendments which would minimise the realistic burdens that companies may face in complying with Section 135. These changes have much to recommend them.

In March 2020, the Ministry of Corporate Affairs also invited comments on a new set of Draft CSR Rules [22]. These new draft rules recommend several changes, in the definition of CSR and CSR policies of the company. Interestingly, it has also bars registered trusts and societies from implementing CSR, which are allowed in the current CSR rules. This seems contradictory to the view that was taken by the High Level Committee's Report [35] and may create implementation issues for companies. The proposed rules also make a significant improvement by recognising that International Organisations may play a significant role in Indian CSR, thus permitting such organisations to help companies in designing, monitoring and evaluation of CSR projects and also for Capacity Building of Company's employees for CSR. The Rule also permit CSR expenditure to operate through international organisations after Government approval, paving the way for International Donors to operate in the Indian NGO arena.
