## Composition of the CSR Committee

### Standard Composition

3 or more directors, of which at least 1 shall be an independent director.

### Special Cases

Type of Company	Composition Requirement
Company not required to appoint an Independent Director	CSR Committee without an independent director
Private Company having only 2 directors	CSR Committee with those 2 directors
Foreign Company (covered)	At least 2 persons: (a) one person specified u/s 380(1)(d) [resident authorised to accept service], and (b) another person nominated by the foreign company

### Disclosure

The Board's report under Section 134 shall disclose the composition of the CSR Committee.

### Annual Action Plan

The CSR Committee shall formulate and recommend to the Board an annual action plan in pursuance of its CSR policy, including:

1. List of CSR projects/programmes approved (Schedule VII areas)

2. Manner of execution of such projects/programmes

3. Modalities of utilisation of funds and implementation schedules

4. Monitoring and reporting mechanism

5. Details of need and impact assessment, if any

The Board may alter the plan during the financial year on the Committee's recommendation, with reasonable justification.

Worked example

### Example 1

Example 1: A private company has only 2 directors on its Board. Its CSR Committee shall consist of these 2 directors — no independent director is needed.

### Example 2

Example 2: A public listed company with 8 directors (including 3 independent directors) must constitute a CSR Committee of at least 3 directors, with a minimum of 1 independent director.

### Example 3

Example 3: XYZ Inc., a foreign company with a place of business in India, has a CSR obligation. Its CSR Committee shall include (a) the person resident in India authorised to accept service u/s 380(1)(d), and (b) one person nominated by XYZ Inc.

⚠️ Common exam mistakes

Insisting on an independent director even when the company is not required to appoint one.
Forming a 3-member committee for a private company that has only 2 directors.
Forgetting the Section 134 disclosure requirement in the Board's report.
Omitting impact assessment details from the annual action plan.

Bare-Act text Section 135(1) · Companies Act, 2013 read with Rule 5 of Companies (CSR Policy) Rules, 2014 · click to expand

The Corporate Social Responsibility Committee shall consist of three or more directors, out of which at least one director shall be an independent director. Provided that where a company is not required to appoint an independent director under sub-section (4) of section 149, it shall have in its Corporate Social Responsibility Committee two or more directors.

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CSR – Composition of CSR Committee

Worked example

⚠️ Common exam mistakes