CSR Compliance for Insurance Companies : Guidelines

CSR Compliance for Insurance Companies: Detailed Analysis of IRDAI Guidelines

The Insurance Regulatory and Development Authority of India (IRDAI) has prescribed a comprehensive Corporate Governance framework for insurers through IRDAI (Corporate Governance for Insurers) Regulations, 2024 (notified on 21 March 2024) and Master Circular on Corporate Governance for Insurers, 2024

These guidelines clarify how insurance companies should comply with the Corporate Social Responsibility (CSR) provisions contained in Section 135 of the Companies Act, 2013.

Objective of CSR Framework for Insurers

• The purpose of these guidelines is to Align CSR obligations of insurers with the Companies Act, 2013, Clarify the method of calculating CSR expenditure, Define the role of the Board and CSR Committee, Avoid ambiguity regarding treatment of CSR expenses in insurance accounts and Ensure proper governance and monitoring of CSR activities.

CSR Committee Requirement

• Every insurer covered under Section 135 of the Companies Act must constitute a CSR Committee. The CSR Committee shall be constituted in accordance with the provisions of: Section 135 of the Companies Act, 2013

Role of the CSR Committee

• The CSR Committee is responsible for Formulating the CSR Policy, Recommending CSR projects and expenditure, Monitoring implementation of CSR activities, Reviewing CSR performance periodically, Reporting the status of CSR initiatives to the Board. The Committee acts as the primary monitoring mechanism for CSR governance.

Calculation of Net Profit for Insurers

One of the most important clarifications relates to the determination of Net Profit for CSR purposes.

General Rule : For insurance companies: Net Profit shall mean Profit or Loss Before Tax as disclosed in the financial statements prepared under the Insurance Act, 1938 and applicable IRDAI Regulations.

Unlike other companies, insurers are not required to recalculate profits separately under the Companies Act.

Income Excluded from Net Profit :

While calculating CSR liability, the following shall be excluded:

1. Overseas Branch Profits : Profit arising from Foreign branches; Overseas operations; Foreign establishments; whether operated as a separate company or otherwise. These profits are not included for CSR computation purposes
2. Dividend from Eligible Indian Companies: Dividend received from another Indian company shall be excluded if That company itself is covered under Section 135; and The company has complied with CSR requirements. This avoids duplication in CSR calculations.

No Recalculation under the Companies Act

A significant relaxation for insurers is If Net Profit is computed under the Insurance Act, 1938, no separate adjustment or recalculation under the Companies Act is required. This simplifies compliance significantly.

CSR Spending Requirement:

Under Section 135(5) of the Companies Act: The Board must ensure that the insurer spends: At Least 2% of the Average Net Profits of the Preceding Three Financial Years towards CSR activities.

Illustration : Suppose an insurer reports:

Financial Year	Net Profit (INR  Crores)
FY 2023-24	100
FY 2024-25	120
FY 2025-26	140

Average Profit: = (100 + 120 + 140) ÷ 3 = INR 120 Crores

Minimum CSR Spending: = 2% × 120 = INR 2.40 Crores

The Board must endeavor to spend at least INR 2.40 Crores on eligible CSR activities.

Special Rule for New Insurance Companies

Where Insurer Exists for Less Than Three Years If the insurer has not completed three financial years since incorporation: CSR expenditure shall be based on Net profit of immediately preceding financial year. This prevents hardship for newly incorporated insurers.

CSR Policy Framework

The CSR Committee formulates the CSR Policy. The Board then Reviews the recommendations, Approves the CSR Policy and Authorizes implementation. The policy should clearly specify Approved CSR projects, CSR focus areas, Budget allocation, Monitoring process and Reporting mechanism.

Monitoring Responsibilities

The CSR Committee is responsible for continuous monitoring. This includes:

• Project Tracking : Monitoring project implementation.
• Fund Utilization: Verifying that CSR funds are utilized properly.
• Impact Review: Assessing whether intended objectives are achieved.
• Compliance Verification : Ensuring alignment with Schedule VII of Companies Act, CSR Rules and IRDAI Guidelines.

Treatment of CSR Expenditure under Insurance Law : A very important clarification has been provided regarding accounting treatment.

CSR Expenses Not Included in Expenses of Management : CSR expenses shall NOT be considered while calculating management expenses under:

• Section 40B : (applicable to life insurers)
• Section 40C : (applicable to general insurers) of the Insurance Act, 1938.
• Benefit : This means CSR expenditure does not consume the insurer’s management expense limits.

CSR Expenses Not Chargeable to Policyholders’ Account

IRDAI specifically clarifies that CSR expenditure shall not be charged to the Policyholders’ Account.

Meaning : The burden of CSR spending cannot be passed on to policyholders. CSR expenses must be borne by shareholders. This ensures that policyholders’ funds are protected and utilized solely for insurance business obligations.

Responsibilities of the Board of Directors

The Board has overall responsibility for CSR compliance. After receiving recommendations from the CSR Committee, the Board must

• Approve CSR Policy : Formally approve the CSR framework.
• Ensure CSR Spending : Ensure compliance with the minimum spending requirements.
• Monitor Implementation : Review progress and governance mechanisms.
• Disclose CSR Information: Include prescribed disclosures in Board’s Report, Annual Report
• Website Disclosure : Display CSR Policy on the insurer’s official website.

This promotes transparency and public accountability.

Key Compliance Requirements for Insurers

• CSR Committee : Mandatory as per Section 135.
• CSR Policy : To be formulated by CSR Committee.
• Board Approval : Mandatory.
• Minimum CSR Spend : 2% of average profits of preceding 3 years.
• Monitoring : Regular oversight by CSR Committee.
• Website Disclosure : Mandatory.
• Board Report Disclosure : Mandatory.
• Policyholders’ Fund Protection : CSR cost cannot be charged to policyholders.
• Expense of Management Exclusion : CSR expense excluded from Section 40B/40C limits.

Key Takeaways

• Insurance companies must comply with CSR requirements of Section 135 of the Companies Act.
• CSR Committee formulation and monitoring are mandatory.
• Net Profit is based on financial statements prepared under the Insurance Act, 1938.
• Overseas branch profits and eligible dividend income are excluded from CSR calculations.
• Insurers must spend at least 2% of the average net profits of the preceding 3 years on CSR activities.
• CSR expenses are excluded from Expenses of Management limits under Sections 40B and 40C.
• CSR expenditure cannot be charged to the Policyholders’ Account.
• The Board must approve, monitor, disclose, and publish the CSR Policy.

Conclusion

The IRDAI Corporate Governance framework ensures that CSR obligations of insurance companies are implemented in a transparent, accountable, and policyholder-friendly manner. By clarifying profit computation, spending requirements, accounting treatment, and Board oversight responsibilities, the guidelines create a clear roadmap for insurers to discharge their social responsibilities while protecting policyholders’ interests and maintaining sound corporate governance standards.