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P. 132

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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