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Rudra Engineering Ltd is covered by Section 135 and must constitute a CSR Committee because its obligation exceeds Rs 50 lakh. It is a company that is not required to appoint an independent director under sub-section (4) of section 149. What is the minimum composition of its CSR Committee?

Two or more directors suffice. The proviso to Section 135(1) relaxes the usual three-director, one-independent rule for a company that is not required to appoint an independent director under Section 149(4).

  1. AThree directors, including one independent director
  2. BTwo or more directorsCorrect
  3. CTwo directors, one of whom must be a woman
  4. DThree directors, all of whom are non-executive

Explanation

The proviso to Section 135(1) states that a company not required to appoint an independent director under Section 149(4) shall have two or more directors in its CSR Committee. The three-director requirement with an independent director applies to other companies. No gender or non-executive condition appears in the text.

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