Distinguish between the following: 'Constitution of Audit Committee' and 'Constitution of Corporate Social Responsibility Committee'.

Feature Audit Committee Corporate Social Responsibility (CSR) Committee Governing Section Section 177 of the Companies Act, 2013 . Section 135 of the Companies Act, 2013 and Companies (CSR Policy) Rules, 2014 . Applicability Criteria Mandatory for: Every Listed Public Company; and Following classes of Public Companies: Paid-up share capital of ₹10 crore or more; or Turnover of ₹100 crore or more; or Aggregate outstanding loans, debentures and deposits exceeding ₹50 crore. Mandatory for every company having: Net worth of ₹500 crore or more; or Turnover of ₹1000 crore or more; or Net profit of ₹5 crore or more. (during the immediately preceding financial year) Exemptions (Unlisted Public Co.) Not required for: A joint venture; A wholly owned subsidiary; and A dormant company (as defined under Section 455). No specific exemptions mentioned for unlisted companies based on type, but based on financial thresholds. Composition Comprise of minimum three directors, with independent directors forming a majority. Consist of three or more directors, out of which at least one director shall be an independent director. (For companies not required to appoint an independent director under Section 149(4), it shall have two or more directors). Private Company Specifics Not applicable to private companies. Rule 5 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 provides that a private company having only two directors on its Board shall constitute its CSR Committee with two such directors. Foreign Company Specifics Not applicable. For a foreign company, the CSR Committee shall comprise of at least two persons, one as specified under Section 380(1)(d) and another nominated by the foreign company.