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Kaveri Auto Ltd is a public company required to appoint independent directors and must constitute a CSR Committee because its turnover exceeds Rs 1,000 crore. Which composition satisfies section 135?

The Committee must have three or more directors, at least one of whom is independent. The proviso allowing two or more directors applies only to companies not required to appoint independent directors, which does not fit Kaveri Auto, so only three directors including an independent one complies.

  1. ATwo directors, none of them independent
  2. BThree directors, including at least one independent directorCorrect
  3. CThree directors, all of them executive directors
  4. DTwo directors and the Chief Financial Officer

Explanation

Section 135(1) requires a Committee of three or more directors, with at least one independent director. The two-director relaxation applies only to companies not required to appoint an independent director under section 149(4). Kaveri Auto is required to appoint them, so the relaxation is unavailable.

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