We present a simple proof on the formation of flocking in the F. Cucker and S. Smale system [Jpn. J. Math. (3) 2, No. 1, 197–227 (2007; Zbl 1166.92323)] based on the explicit construction of a Lyapunov functional. Our results also provide a unified condition on the initial states in which the exponential convergence to the flocking state will occur. For large particle systems, we give a rigorous justification for the mean-field limit from the many particle Cucker-Smale system to the Vlasov equation with flocking dissipation as the number of particles goes to infinity.