MAHINDRA & MAHINDRA LTD. | Integrated Annual Report 2021-22

168 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS 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 (‘RMC’). The Committee was headed by Dr. Anish Shah. The other Members are Mr. T. N. Manoharan, Ms. Shikha Sharma, Mr. Rajesh Jejurikar, Mr. Vikram Singh Mehta and Mr. Haigreve Khaitan. During the year, 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, Mr. T. N. Manoharan was appointed as Chairman of the Committee with effect from 28 th May, 2022 and Dr. Anish Shah ceased to be Chairman of the Committee with effect from that date but continues as a Member. Key Terms of Reference of the Committee: During the year under review, 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 natureand 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). Apart from the Meetings, Circular Resolution(s) are also passed by the Members. Subsequently, these Resolution(s) are noted in the Meeting held after the date on which the Circular Resolution(s) are passed by the Members. CSR COMMITTEE REPORT FOR THE YEAR ENDED 31 ST MARCH, 2022 Activities of the Committee during the year Frequency 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 Reviewed the Company’s Business Responsibility Performance, the projects and programs under Corporate Social Responsibility Projects of the Company, status of utilization of fund(s) by the Implementing Agencies for the Financial Year P Considered and approved the CSR Projects for the Financial Year and recommend the same to the Board E Considered and approved revised CSR Budget for the Financial Year and amendment to the Annual Action Plan for the Financial Year and recommend the same to the Board P Considered and approved amendment in the CSR Policy of the Company and recommended the same to the Board P Reviewed the CSR Strategy of the Company and noted the due diligence process being followed by the Company for selection of CSR partners and CSR projects E Noted the amendments in the CSR Provisions from time to time, Noted FAQ’s issued by MCA on CSR provisions and amendments in Business Responsibility Reporting Provisions E Considered and recommended to the Board Annual Action Plan of the Company for the next financial year A Noted the Status of the Impact Assessment studies for the Projects qualifying for Impact assessment for the Financial Year E Frequency E Event based A Annually P Periodically