You, being a practicing Company Secretary, advise the Board mentioning the provisions related to composition and functions of Corporate Social Responsibility Committee.

To, The Board of Director's Company Name Dear Sir, Following are the provisions related to composition and functions of Corporate Social Responsibility Committee: As per section 135 (1) of the Companies Act, 2013 every company having net worth of ₹500 crore or more, or turnover of ₹1,000 crore or more or a net profit of ₹5 crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director. Composition of the Corporate Social Responsibility Committee As per Rule 5 of The Companies (Corporate Social Responsibility Policy) Rules, 2014 A company covered under subsection (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. A private company having only two directors on its Board shall constitute its CSR Committee with two such directors. With respect to a foreign company 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 Companies Act, 2013 and another person shall be nominated by the foreign company. The CSR Committee shall institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the company. Functions of Corporate Social Responsibility Committee As per section 135 (3) of the Companies Act, 2013: 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 in areas or subject, specified in Schedule VII of the Companies Act, 2013 (b) recommend the amount of expenditure to be incurred on the CSR activities and (c) monitor the Corporate Social Responsibility Policy of the company from time to time. This is for your information please. Signed Company Secretary