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CS Professional · Environmental, Social and Governance (ESG) - Principles and Practice · Corporate Social Responsibility (CSR)

Orion Foods Ltd, a listed company required to appoint independent directors, is covered by Section 135 and its CSR spend obligation is Rs 3 crore. It plans a CSR Committee of three directors, all of whom are executive directors. Is this composition valid?

The composition is not valid. A covered company must have a CSR Committee of three or more directors including at least one independent director, and the two-director relaxation is only for companies not required to appoint independent directors, which Orion is not.

  1. AYes, any three directors are sufficient
  2. BYes, provided two of them are women directors
  3. CNo, at least one member must be an independent directorCorrect
  4. DNo, the Committee must consist entirely of independent directors

Explanation

A CSR Committee must have three or more directors, at least one of whom is an independent director. The relaxation of two or more directors applies only to companies not required to appoint an independent director. Orion is required to appoint one, so an all-executive committee fails.

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