ICAI has released its amendment document for CA Inter Corporate and Other Laws for the January 2027 attempt. Only one topic has a new change, but it sits in a very testable area: CSR under Section 135.
The change lets a company fund CSR through Zero Coupon Zero Principal (ZCZP) instruments on the Social Stock Exchange. This guide explains it simply, with the conditions you must remember.
Watch the Video Explanation
CA Harsh Gupta explains the amendment in a 19 minute class. Watch it first, then use the notes below for quick revision.
Who Needs This Amendment
ICAI clubs old and new amendments together in one document. So you cannot tell from it what is extra for January 2027, which is why we made a simple note of only the additional ones.
For September 2026 you studied amendments up to 20 February 2026. For January 2027, the next four months matter, which are March, April, May and June 2026.
| Your batch | Do you need this class? |
|---|---|
| A batch from 2025 | Yes |
| The March 2026 batch, completed in June | Yes, if you appear in January 2027 |
| The July 2026 batch, completed in October | No, it was covered in the batch |
| Studied on your own for the September 2026 attempt | Yes, update with this amendment |
The One Amendment: CSR Through ZCZP Instruments
The Ministry of Corporate Affairs notified the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2026 on 27 May 2026. They add a new way for a company to spend its CSR money.
What Changed
| Where | New position |
|---|---|
| Schedule VII | A new item (xiii) allows subscription to zero coupon zero principal instruments on the Social Stock Exchange. Earlier there were 12 items. |
| Meaning of Not for Profit Organization | It takes the meaning given in the SEBI ICDR Regulations |
| Meaning of ZCZP instrument | A security issued by a Not for Profit Organization registered on a Social Stock Exchange recognised under SEBI rules |
| New Rule 4A | Inserted after Rule 4 and before Rule 5 of the CSR Rules, with the conditions below |
Social Stock Exchange and ZCZP in Simple Words
The Social Stock Exchange is a separate platform where Section 8 companies and other not for profit organizations can list. It gives the public a formal way to donate to them.
A ZCZP instrument is like a debenture with a 0% coupon, so there is no interest or dividend. Its principal is also not returned on maturity, so buying it is a pure donation.
Conditions Under Rule 4A
A company can use this route, but only within these limits. This is the part most likely to be asked in the exam.
| Condition | What the rule says |
|---|---|
| 10% cap | Spending on ZCZP instruments cannot exceed 10% of the company’s total CSR expenditure for that financial year |
| Impact assessment | The company is exempt from impact assessment of any project funded by such an instrument |
| Use within 3 years | The not for profit organization must undertake the project within three succeeding financial years from the issue of the instrument |
| Unspent amount | On termination of the listing, the unspent amount goes to a fund in Schedule VII, and a compliance report goes to SEBI |
| Rule 4 still applies | The provisions of Rule 4 apply, so the entity should be registered for CSR with a CSR registration number |
How the 10% Cap Works
The 10% is of the CSR expenditure, not of profit. A company first works out 2% of its average net profit of the last three years, and that amount is its CSR expenditure.
Say a company must spend ₹1,000 crore on CSR in a year. It can put at most ₹100 crore into ZCZP instruments and must spend the other ₹900 crore through other Schedule VII routes.
Why the 3 Year Rule Looks Familiar
It follows the logic of ongoing projects, where unspent CSR money must be used in 3 years or moved to a Schedule VII fund. Here the same timeline applies to the organization that receives the money.
How This Can Be Tested
This is the only change for January 2027, so an examiner who wants to test amendments has few options. Prepare for these questions:
| Likely question | Key answer |
|---|---|
| What is the limit on CSR spending through ZCZP instruments? | 10% of total CSR expenditure for the financial year |
| Is impact assessment needed for projects funded this way? | No, the company is exempt |
| What is the time limit for using the money? | Three succeeding financial years from issue |
| What happens to unspent money? | It goes to a Schedule VII fund, with a compliance report to SEBI |
| Which new rule covers this? | Rule 4A, after Rule 4 |
Where to Mark This in Your Book
In the Section 135 chapter, add item (xiii) to Schedule VII after the existing 12 items. In the CSR Rules, add Rule 4A right after Rule 4 and before Rule 5.
Download the Amendment Notes
You can get both documents on our Telegram channel: the simplified amendment notes by HG and the amendment notes by ICAI.
Plan Your January 2027 Law Revision
Add this one topic to your revision list and keep your focus on the full syllabus. Check every date in our January 2027 exam dates guide.
Practise under exam conditions with the CA Inter January 2027 mock test schedule and our CA Inter RTP collection.
Frequently Asked Questions
How many amendments are there in CA Inter Law for January 2027?
Only one topic, which is CSR under Section 135 through ZCZP instruments on the Social Stock Exchange.
What does ZCZP stand for?
Zero Coupon Zero Principal. The instrument pays no interest and returns no principal.
What is the limit for CSR spending on ZCZP instruments?
10% of the company’s total CSR expenditure for the financial year.
Does a company need to do an impact assessment for these projects?
No. Under Rule 4A, the company is exempt from impact assessment of a project funded by such an instrument.
Which amendment months apply to the January 2027 attempt?
If you studied for September 2026, the next four months apply: March, April, May and June 2026.
Where is the new Schedule VII item?
It is item (xiii), added after the existing 12 items.
Source: Companies (Corporate Social Responsibility Policy) Amendment Rules, 2026, notified by the Ministry of Corporate Affairs on 27 May 2026, as reported by SCC Online and Taxguru, and the CA Harsh Gupta class video.
