Composition and Role of CSR Committee


Composition and Role of CSR Committee

Composition of CSR Committee

1.   The CSR Committee shall comprise of three or more directors, out of which at least one director shall be an independent director. Rule 5 provides that in case of an unlisted public or private company which is not required to appoint an independent director shall have its CSR committee without such a director.
2. A private company having only two directors on its Board shall constitute the CSR committee with two directors only.
3. In case of a foreign company, CSR committee shall comprise of at least two persons. One of such persons shall be nominated by the foreign company and other person shall be the one, who is resident in India and authorised to accept (on behalf of the foreign company) service of process and any notices or other documents required to be served on the foreign company under the Act and whose name and address is delivered to the Registrar of Companies for registration under section 380(1)(d) of the Act.

Role of CSR Committee

The CSR Committee constituted in pursuance of section 135 of the Companies Act, 2013 shall be required to carry out the following activities:

(a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII;
(b) recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
(c) monitor the Corporate Social Responsibility Policy of the company from time to time.

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