9.4.5- Companies (Corporate Social Responsibility Policy) Rules, 2014
5. CSR Committees.-
(1) The companies mentioned in the rule 3 shall constitute CSR Committee as under.-
an unlisted public company or a private company covered under sub-section (1) of section 135 which is not required to appoint an independent director pursuant to sub-section (4) of section 149 of the Act, shall have its CSR Committee without such director ;
(ii) a private company having only two directors on its Board shall constitute its CSR Committee with two such directors;
(iii) with respect to a foreign company covered under these rules, the CSR Committee shall comprise of at least two persons of which one person shall be as specified under clause (d) of sub-section (1) of section 380 of the Act and another person shall be nominated by the foreign company.
(2) The CSR Committee shall institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the company.
The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018