Under Section 135(1) of the Companies Act, 2013, any company that is required to form a Corporate Social Responsibility (CSR) Committee must include at least one independent director in that committee. This requirement applies regardless of whether the company is a public company or a private company.

Key Points to Understand:

• CSR Applicability:
  A company must form a CSR Committee if it meets the prescribed thresholds (net worth, turnover, or profit). Once a company falls under these criteria, forming a CSR Committee becomes mandatory.

• Independent Director Requirement:
  The law specifically mandates that the CSR Committee should have at least one independent director. This is to ensure transparency and unbiased decision-making in matters related to CSR.

• Private vs. Public Companies:
  While many private companies may not be required to have independent directors for their overall board (if they are smaller or do not meet certain criteria), if such a private company is subject to the CSR provisions, it must include at least one independent director on its CSR Committee.

Conclusion:

If your private company meets the CSR criteria under Section 135, you are required to form a CSR Committee that includes at least one independent director, even if you are not otherwise mandated to have independent directors on your board.