Form CSR-2 Filing 2026: The Report That Turns a Missed CSR Line Into a Section 450 Penalty

On 13 July 2026, the Registrar of Companies, Cuttack, signed an adjudication order against Kashvi Power & Steel Private Limited (CIN U40100OR2009PTC011341). The charge was not a missing balance sheet or an unheld board meeting. It was a single addendum form the company forgot for four years: Form CSR-2. The report for FY 2020-21 was due on 30 June 2022 and reached the Registrar only on 1 June 2026. For that delay, the company and its officers were penalised under Section 450 of the Companies Act, 2013. If your company crossed a CSR trigger last year, the same form is due this filing season, and the same section is waiting behind it. This guide explains Form CSR-2 filing for FY 2025-26, who must file, the exact deadline mechanism, and the penalty maths most directors never see coming.

The problem: a report companies file late because they treat it as optional

Form CSR-2 is a report on Corporate Social Responsibility that a company gives to the Registrar. It was introduced by the Companies (Accounts) Amendment Rules, 2022, which inserted Rule 12(1B) into the Companies (Accounts) Rules, 2014. The rule is short and leaves no discretion: every company covered under Section 135(1) of the Companies Act, 2013 must furnish a report on CSR in Form CSR-2 to the Registrar for the preceding financial year, as an addendum to Form AOC-4, AOC-4 XBRL, or AOC-4 NBFC (Ind AS).

The trouble is that CSR-2 sits in the shadow of the annual financial statement. Finance teams file AOC-4, tick "annual filing done", and move on. CSR-2 rides on the same due date but has its own form, its own data, and its own default. The Kashvi Power & Steel order shows what happens when it slips: the company filed AOC-4 but left CSR-2 unfiled for nearly four years, and the Registrar of Companies, Cuttack, adjudicated a penalty under Section 454 read with Section 450. The Managing Director, the present Company Secretary, and a former Company Secretary were all examined as officers in default.

The applicability test is where most confusion starts. A company falls under Section 135(1), and therefore under the CSR-2 obligation, if in the immediately preceding financial year it had any one of the following: net worth of ₹500 crore or more, turnover of ₹1,000 crore or more, or net profit of ₹5 crore or more. The ₹5 crore net-profit trigger is the one that catches growing private companies by surprise. A profitable year pulls a mid-sized company into the CSR net, and with it the duty to constitute a CSR committee, spend two per cent of average net profits, and file CSR-2.

Who is on the hook, a quick applicability read

What is happening this filing season

Two cycles matter right now. The reporting for FY 2024-25 was due by 30 December 2025 and is behind us; companies that missed it are exactly the profile the Registrar is now adjudicating. The live cycle is FY 2025-26. For this year, CSR-2 is filed as an addendum to AOC-4, which is itself due within 30 days of the Annual General Meeting. A company holding its AGM on 30 September 2026 has AOC-4, and therefore CSR-2, due by about 30 October 2026.

One planning note that has caught many companies: in several past years the MCA de-linked CSR-2 and allowed it to be filed separately, a little after AOC-4, through a specific notified date. For FY 2020-21 the separate date was 30 June 2022. For FY 2022-23 it was 31 March 2024. Whether the Ministry notifies a separate window for FY 2025-26 or leaves CSR-2 as a straight addendum, the safe assumption is the AOC-4 date. Waiting for an extension that may not come is how a four-year delay begins.

The penalty maths: what a late CSR-2 actually costs

Here is the point directors miss. There is no additional filing fee for a late CSR-2, so a busy team assumes a late filing is free. It is not. Rule 12(1B) prescribes no specific penalty of its own, which means the residuary provision, Section 450, takes over. Under Section 450, the company and every officer in default pay ₹10,000, plus ₹1,000 for every day the default continues after the first, capped at ₹2,00,000 for the company and ₹50,000 for each officer.

That is only the form-level penalty. The larger exposure sits one layer deeper. Form CSR-2 is a public declaration of whether you actually spent your CSR money and whether any unspent amount was transferred correctly. If the form reveals a spending or transfer default, Section 135(7) opens up, and the numbers change scale.

Read the two rows together and the real risk becomes clear. A late CSR-2 is a modest penalty on its own. But filing it also puts your CSR spending record in front of the Registrar. A company that skipped the form to avoid attention is often the same company with a spending gap behind it, and that gap is where the ₹1 crore ceiling lives.

What you must do now

The window is short and the sequence matters. Work through these steps before your AOC-4 goes out.

1. Re-run the applicability test on FY 2024-25 numbers. Check net worth, turnover, and net profit against the ₹500 crore / ₹1,000 crore / ₹5 crore triggers. Document the conclusion in a board note so there is a paper trail if the Registrar ever asks.
2. Reconcile your CSR spend for FY 2025-26. Compute two per cent of the average net profit of the last three financial years, compare it against actual spend, and identify any shortfall before it is frozen into a filed form.
3. Deal with any unspent amount correctly. Amounts tied to an ongoing project move to a separate Unspent CSR Account within 30 days of the financial year end; other unspent amounts go to a Schedule VII fund within six months of year-end. Get this right before CSR-2 records it.
4. Assemble the CSR-2 data. The form asks for CSR committee composition, number of meetings, amount spent, project details, and the treatment of any unspent funds. Pull this from your board minutes and CSR project reports, not from memory.
5. File AOC-4 for FY 2025-26 first. CSR-2 is an addendum, so the AOC-4 (or AOC-4 XBRL, or AOC-4 NBFC Ind AS, as applicable) must be on record before, or along with, the CSR report.
6. File CSR-2 on the MCA V3 portal within the deadline. Do not wait for a separate-window notification. Treat the AOC-4 date as your CSR-2 date unless the MCA formally says otherwise.
7. Keep the acknowledgement. Save the SRN and challan with your statutory records. In the Kashvi matter, the exact filing date decided the length of the default and the size of the penalty.

A common error is to treat CSR-2 as a job for the CSR team rather than the secretarial team. The form is a Registrar filing with a Section 450 tail. It belongs on the compliance calendar next to AOC-4 and MGT-7, not in a folder of philanthropy reports.

The deeper implication for FY 2025-26

According to CS Sapna Malpani, a Practising Company Secretary in Bangalore, the Kashvi Power & Steel order marks a shift in how Registrars are treating CSR reporting. For the first few years after CSR-2 arrived, delayed filings were common and rarely acted upon. The MCA appointing Registrars as adjudicating officers, and orders now flowing for delays that stretch back to FY 2020-21, tell a different story: the historical backlog is being cleaned up through penalties, one company at a time.

The forward read is simple. Companies that quietly carried an unfiled CSR-2 for older years should expect that gap to be found, because the Registrar is now working through exactly those files. Filing the overdue form voluntarily, before an adjudication notice arrives, limits the default period and the daily penalty that rides on it. For FY 2025-26, the lesson is to file on time and file complete, so the form never becomes the thread a Registrar pulls.

How CSR-2 compares with the provisions companies confuse it with

CSR sits across several forms and sections, and mixing them up is how filings go wrong. This matrix keeps them apart.

Sources and references

• ROC Cuttack Adjudication Order dated 13.07.2026, Kashvi Power & Steel Private Limited (CIN U40100OR2009PTC011341), Section 454 read with Section 450, reported analysis: TaxCorp
• Rule 12(1B), Companies (Accounts) Rules, 2014, Companies Act Integrated Ready Reckoner (CAIRR)
• Section 135, Companies Act, 2013 (CSR, including sub-section (7) penalty), CAIRR
• Companies (Accounts) Amendment Rules, 2022 introducing Form CSR-2, SCC Online
• MCA V3 portal for filing, Ministry of Corporate Affairs

Frequently asked questions on Form CSR-2 filing

What is Form CSR-2 and who has to file it?

Form CSR-2 is an annual report on Corporate Social Responsibility that a company submits to the Registrar of Companies as an addendum to Form AOC-4. It was introduced through Rule 12(1B) of the Companies (Accounts) Rules, 2014. Every company covered under Section 135(1) of the Companies Act, 2013 must file it. A company is covered if, in the immediately preceding financial year, it had net worth of ₹500 crore or more, turnover of ₹1,000 crore or more, or net profit of ₹5 crore or more. The ₹5 crore net-profit trigger is the one that most often brings mid-sized private companies into the CSR-2 obligation for the first time.

What is the Form CSR-2 due date for FY 2025-26?

For FY 2025-26, Form CSR-2 is filed as an addendum to Form AOC-4, which is due within 30 days of the Annual General Meeting. A company that holds its AGM on 30 September 2026 has AOC-4, and therefore CSR-2, due by about 30 October 2026. In some past years the MCA notified a separate later date for CSR-2, but that is not guaranteed. The safe approach is to file CSR-2 by the AOC-4 deadline rather than wait for an extension.

What is the penalty for late filing of Form CSR-2?

There is no additional filing fee for a late CSR-2. Because Rule 12(1B) prescribes no specific penalty, Section 450 of the Companies Act, 2013 applies. Under Section 450, the company and every officer in default pay ₹10,000, plus ₹1,000 for each day the default continues, capped at ₹2,00,000 for the company and ₹50,000 for each officer. The ROC Cuttack order of 13 July 2026 against Kashvi Power & Steel Private Limited applied exactly this provision to a CSR-2 that was filed nearly four years late.

Is Form CSR-2 the same as Form CSR-1?

No. Form CSR-1 is a one-time registration filed by an implementing agency, such as an NGO or trust, that wants to receive CSR funds and undertake CSR projects. Form CSR-2 is the annual report a spending company files with the Registrar about its own CSR activity. A company that runs CSR through a registered agency may deal with both forms, but they serve different purposes and have different filers.

Do we still file CSR-2 if we spent our full CSR obligation?

Yes. The filing duty under Rule 12(1B) is independent of whether the company spent its full two per cent. A company that met its CSR spend still has to report that fact in Form CSR-2. Full spending removes the Section 135(7) exposure for a spending default, but it does not remove the Section 450 exposure for failing to file the form on time.

What happens to unspent CSR money before we file CSR-2?

Unspent amounts must be handled before the form records them. Money tied to an ongoing project moves to a separate Unspent CSR Account within 30 days of the financial year end, and the company has up to three years to spend it. Other unspent amounts are transferred to a fund listed in Schedule VII within six months of the year end. A failure here is the trigger for Section 135(7), where the company can face twice the unspent amount or ₹1 crore, whichever is less. Fix the transfer before CSR-2 puts the shortfall on record.