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CS Professional · CSR and Social Governance · CSR Policy

Kaveri Power Ltd is a company covered by Section 135 and has 4 directors on its Board, of which one is independent. The company wants to constitute a CSR Committee. Which composition complies with Section 135(1)?

The Committee must have three or more directors including at least one independent director. Kaveri Power therefore should form a three-member Committee including its independent director. The two-director relaxation applies only to companies not required to appoint independent directors.

  1. ATwo directors, none independent
  2. BThree directors, including the independent directorCorrect
  3. CThree directors, all non-independent
  4. DFour directors, with the independent director excluded

Explanation

Section 135(1) requires a CSR Committee of three or more directors, with at least one independent director. The two-director proviso applies only to companies not required to appoint an independent director under section 149(4), and Kaveri has one independent director, so the three-director composition with that director is correct.

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