The Composition Requirement
Section 135 requires a CSR committee of at least three directors, with at least one independent director for certain companies. After the scheme, the transferee’s board may change, and the committee must be reconstituted to meet the composition requirement. The board resolution should record the new composition and the terms of reference.
The Expanded Mandate
The reconstituted committee’s mandate should cover the transferor’s CSR projects, the unspent amount, and the revised annual action plan. The committee should review the transferred projects and satisfy itself that the implementing agencies and the timelines are appropriate.
The Board’s Approval
The board should approve the reconstituted committee and the revised CSR policy, if necessary. The board’s report should disclose the committee’s composition and the CSR projects for the year.
Call to Action: For CSR committee reconstitution, charter drafting, or board reporting, contact office@anujdesaiassociates.com or 9619456656. Website: https://anujdesaiassociates.com. LinkedIn: linkedin.com/in/ca-anuj-desai-122547230.