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Vasudha Pvt Ltd is a private company not required to appoint an independent director under section 149(4). It is covered by section 135(1) and its CSR obligation exceeds Rs 50 lakh. What is the minimum composition of its CSR Committee?

Such a company must have a CSR Committee of two or more directors. The proviso to section 135(1) relaxes the three-director and independent director requirement for companies not required to appoint an independent director, and the Rs 50 lakh exemption does not help as the obligation exceeds it.

  1. AThree directors including one independent director
  2. BTwo or more directorsCorrect
  3. CTwo directors including one independent director
  4. DNo committee is needed; the Board discharges the functions

Explanation

The proviso to section 135(1) says a company not required to appoint an independent director under section 149(4) shall have two or more directors in its CSR Committee. Option one is the general rule for companies that must have independent directors. The Board discharges the functions only when the amount to be spent does not exceed Rs 50 lakh, which is not the case here.

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