Composition of CSR Committee
The CSR committee shall consist of three or more directors, out which one director shall be an independent director. The presence of an Independent Director shall ensure that the Committee is not just a quasi-committee addressing the whims of the Board, but is in fact, taking up an initiative. The composition of such Corporate Social Responsibility Committee shall have to be disclosed in the Board’s Report as required under Section 134(4).
An unlisted public company or a private company which is not required to appoint an independent director shall have its CSR Committee with independent director.
A private company having only two directors on its Board shall constitute its CSR Committee with two such directors.
With respect of foreign company, the CSR Committee shall comprise of at least two persons of which one person resident in India and another person shall be nominated by the foreign company.