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Integrated Annual Report 2021-22
6. Risk Management Committee • Nurture a healthy and independent risk management
function in the Company;
In terms of Regulation 21 of the SEBI Listing Regulations,
constitution of a Risk Management Committee (‘RMC’) • Review the appointment, removal and terms of
was mandatory for the Company w.e.f. April 1, 2019. remuneration of the Chief Risk Officer (if any).
However, the Company had voluntarily constituted a
RMC in February 2015. The primary role of the RMC is Meetings Held
that of assisting the Board of Directors in overseeing the During FY 2021-22, four (4) Meetings were held on the
Company’s risk management processes and controls. following dates:
The RMC, through the Enterprise Risk Management in the • May 14, 2021 • September 1, 2021
Company, seeks to minimise adverse impact on the business
objectives and enhance stakeholder value. The Company • November 22, 2021 • February 25, 2022
has appointed a Chief Risk Officer to oversee the Risk The gap between two Meetings did not exceed 180 days.
Management function of the Company w.e.f. April 1, 2022.
The necessary quorum was present for all the Meetings of
During the year under review, the Board has amended the Committee.
the charter of the RMC covering the composition, Meetings,
quorum, responsibilities, etc. Composition and Attendance
No. of
No. of
Terms of Reference Name of the Category Meetings Meetings
The terms of reference of the RMC, inter alia, are as under: Member held during attended
the year
• To formulate a detailed risk management policy which Mr. K. B. S. Anand ID 4 4
shall include:
(Chairman)
i. A framework for identification of internal and Mr. S. Padmanabhan NED 4 4
external risks specifically faced by the listed entity,
in particular including financial, operational, Ms. Padmini Khare ID 4 3
sectoral, sustainability (particularly ESG related Kaicker
risks) information, cyber security risks or any other Mr. R. Mukundan MD & CEO 4 4
risk as may be determined by the Committee; Mr. Zarir Langrana ED 4 3
ii. Measures for risk mitigation including systems Mr. Nandakumar S. CFO 4 4
and processes for internal control of identified Tirumalai
risks; ID - Independent Director; NED - Non-Executive Director; MD & CEO -
Managing Director & Chief Executive Officer; ED - Executive Director;
iii. Business continuity plan.
CFO - Chief Financial Officer
• To keep the Board of Directors informed about the The Chairman of the RMC briefs the Board at its
nature and content of its discussions, recommendations Meetings about the significant discussions at each of
and actions to be taken; the RMC Meetings. The Company has a well-defined risk
• Review the Company’s risk governance structure, management framework in place. The risk management
risk assessment and risk management practices and framework adopted by the Company is discussed in detail
guidelines, policies and procedures for risk assessment in the Management Discussion & Analysis which forms part
and risk management; of this Integrated Annual Report.
• Review and approve the Enterprise Risk Management 7. Corporate Social Responsibility Committee
(ERM) framework;
The Corporate Social Responsibility (‘CSR’) Committee of
• Review the Company’s risk appetite and strategy the Board is constituted in accordance with the provisions
relating to key risks, including market risk, cyber of Section 135 of the Act. The CSR Committee has been
security risk, product risk and reputational risk as well entrusted with the specific responsibility of reviewing
as the guidelines, policies and processes for monitoring corporate social responsibility programmes. The scope of
and mitigating such risks;
the CSR Committee also includes approving the budget of
• Review and analyse risk exposure related to specific CSR activities, reviewing the CSR programmes, formulation
issues and provide oversight of risk across organisation; of annual action plan and monitoring the CSR spends.
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