annual-report-FY2021

178 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS CORPORATE SOCIAL RESPONSIBILITY COMMITTEE REPORT FOR THE YEAR ENDED 31 ST MARCH, 2021 Activities of the Committee during the year Frequency Considered and recommended to the Board the appointment of Business Responsibility Head of the Company E Reviewed the Company’s Business Responsibility Performance and the projects and programs under Corporate Social Responsibility Projects of the Company P Considered and recommended to the Board Business Responsibility Report and Corporate Social Responsibility Report of the Company for approval and inclusion in the Annual Report of the Company A Considered and approved offset of additional contribution made to PM CARES Fund on 31 st March, 2020 over and above the mandatory CSR obligation under section 135(5) of the Companies Act, 2013 for Financial Year 2019-20 E Considered and approved amendment in the CSR Policy of the Company and recommended to the Board P Noted the amendments in the CSR Provisions from time to time E Noted changes in the constitution of the CSR Committee E Noted amendments in the Charter of the CSR Committee E Considered and recommended to the Board Annual Action Plan of the Company for the next financial year A Frequency E Event based A Annually P Periodically E. Risk Management Committee Regulation 21 of the Listing Regulations mandates constitution of the Risk Management Committee. The Committee is required to lay down the procedures to inform the Board about the risk assessment and minimisation procedures and the Board shall be responsible for framing, implementing and monitoring the Risk Management Plan of the Company. The Board has constituted a Risk Management Committee. The Committee was headed by Dr. Pawan Goenka. The other Members are Mr. T. N. Manoharan, Ms. Shikha Sharma, Dr. Anish Shah, Mr. Rajesh Jejurikar, Mr. Vikram Singh Mehta and Mr. Haigreve Khaitan. During the year, Dr. Anish Shah and Mr. Rajesh Jejurikar were appointed as Members of the Committee with effect from 1 st April, 2020 and Mr. Vikram Singh Mehta and Mr. Haigreve Khaitan were appointed as Members of the Committee with effect from 8 th August, 2020. Mr. Nadir B. Godrej and Mr. M. M. Murugappan ceased to be Members of the Committee with effect from 8 th August, 2020 upon cessation as Directors of the Company. Subsequent to the year end, Dr. Pawan Goenka ceased to be a Member and Chairman of the Committee with effect from 2 nd April, 2021 and Dr. Anish Shah was appointed as Chairman of the Committee with effect from that date. Subsequent to the year end, the terms of reference of the Committee was amended pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 effective from 6 th May, 2021, which, inter alia, cover: 1. Formulation of a detailed risk management policy which shall include: a. framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by RMC; b. Measures for risk mitigation including systems and processes for internal control of identified risks; and c. Business continuity plan. 2. Ensuring that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company. 3. Monitoring and overseeing implementation of the risk management policy, including evaluating the adequacy of risk management systems. 4. Periodically reviewing the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity. 5. Keeping the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken. 6. Reviewing the appointment, removal and terms of remuneration of the Chief Risk Officer (if any).