• At least 3 directors, one of whom should be an independent director • In a company where appointment of an independent director is not mandatory • CSR committee of a private company having only two directors can have only two members • CSR committee would be a committee of the board • CSR committee of a foreign company shall have at least 2 members, one of whom should be person resident in India, authorized to receive documents, notice etc.

• CSR committee of a private company having only two directors can have only two members • CSR committee would be a committee of the board • CSR committee of a foreign company shall have at least 2 members, one of whom should be person resident in India, authorized to receive documents, notice etc.

Dear Uma > Composition of CSR Committee • At least 3 directors, one of whom should be an independent director • In a company where appointment of an independent director is not mandatory • CSR committee of a private company having only two directors can have only two members • CSR committee would be a committee of the board • CSR committee of a foreign company shall have at least 2 members, one of whom should be person resident in India, authorized to receive documents, notice etc. • CSR Committee to recommend the policy • CSR committee to recommend the amount of expenditure • CSR committee to monitor the policy • CSR committee to institute monitoring mechanism Thanks

> `The Corporate Social Responsibility Committee shall,—` (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.

**COMPOSITION OF CSR COMMITTEE** The CSR committee shall consist of three or more directors, out which one director shall be an independent director. The presence of an Independent Director shall ensure that the Committee is not just a quasi-committee addressing the whims of the Board, but is in fact, taking up an initiative. The composition of such Corporate Social Responsibility Committee shall have to be disclosed in the Board’s Report as required under Section 134(4). An unlisted public company or a private company which is not required to appoint an independent director shall have its CSR Committee without independent director. A private company having only two directors on its Board shall constitute its CSR Committee with two such directors. With respect of foreign company, the CSR Committee shall comprise of at least two persons of which one person resident in India and another person shall be nominated by the foreign company. Thanks