The Board of Directors of Spring form Technology ("the Company") has adopted the following
policy and procedures with regard to risk management as defined below. The Company is in the
process of forming a Risk Management Committee. The Board may review and amend this policy
from time to time.
This policy is framed based on Listing Agreement entered by the Company with the Stock Exchanges and to facilitate setting up a framework for risk assessment and minimization procedures.
- "Audit Committee " means Committee of Board of Directors of the Company constituted under the provisions of the Companies Act, 2013 and the Listing agreement.
- "Board of Directors" or 'Board' in relation to a Company, means the collective body of Directors of the Company. [Section 2(10) of the Companies Act, 2013]
- "Policy" means Risk Management Policy.
- Regulatory framework/ requirement
Risk Management Policy is framed as per the following regulatory requirements:
Key functions of the Board :
The Board should fulfil certain key functions, including:
a. Reviewing and guiding corporate strategy, major plans of action, risk policy,
annual budgets and business plans; setting performance objectives; monitoring
implementation and corporate performance; and overseeing major capital
expenditures, acquisitions and divestments.
g. Ensuring the integrity of the company’s accounting and financial reporting
systems, including the independent audit, and that appropriate systems of control are
in place, in particular, systems for risk management, financial and operational
control, and compliance with the law and relevant standards.
Role of Audit Committee
The role of the Audit Committee shall include the following:
11. Evaluation of internal financial controls and risk management systems;
A. The company shall lay down procedures to inform Board members about the risk
assessment and minimization procedures.
B. The Board shall be responsible for framing, implementing and monitoring the risk
management plan for the company.
C. The company shall also constitute a Risk Management Committee. The Board
shall define the roles and responsibilities of the Risk Management Committee and
may delegate monitoring and reviewing of the risk management plan to the
committee and such other functions as it may deem fit.
D- Information to be placed before Board of Directors.
E. Quarterly details of foreign exchange exposures and the steps taken by
management to limit the risks of adverse exchange rate movement, if material.
4.2 Companies Act, 2013
1. Provisions of the Section 134(3)
There shall be attached to financial statements laid before a company in general meeting, a report by its Board of Directors, which shall include—
(1) a statement indicating development and implementation of a risk management policy for
the company including identification therein of elements of risk, if any, which in the
opinion of the Board may threaten the existence of the company.
2.Provisions of the Section 177(4)
Every Audit Committee shall act in accordance with the terms of reference specified in writing by
the Board which shall, include,—
(vii) evaluation of internal financial controls and risk management systems.
3. Schedule IV [Section 149(8)] - Code for Independent Directors
II. Role and functions:
The independent directors shall:
(1) help in bringing an independent judgment to bear on the Board’s deliberations
especially on issues of strategy, performance, risk management, resources, key
appointments and standards of conduct;
(4) satisfy themselves on the integrity of financial information and that financial
controls and the systems of risk management are robust and defensible;
5. Charter of the Risk Management Committee
Charter of the Risk management Committee shall be as follows:
The purpose of the risk management committee of the Board of Directors of Springform Technology (the "Company") shall be to assist the Board with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The Committee has overall responsibility for monitoring and approving the risk policies and associated practices of the Company. The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures
The majority of Committee shall consist of members of the Board of Directors. Chief executives of the company may be members of the said Committee.
5.3 Meetings and Quorum
The quorum necessary for transacting business at a meeting of the Committee shall be two members.
The Committee shall have free access to management and management information. The Committee, at its sole authority, may seek the advice of outside experts or consultants where judged necessary
5.5 Terms of reference
- The risk management committee shall annually review and approve the Risk Management
Policy and associated frameworks, processes and practices of the Company.
- The risk management committee shall ensure that the Company is taking the appropriate
measures to achieve prudent balance between risk and reward in both ongoing and new
- The risk management committee shall evaluate significant risk exposures of the Company and
assess management's actions to mitigate the exposures in a timely manner (including one-off
initiatives, and ongoing activities such as business continuity planning and disaster recovery
planning & testing).
- The risk management committee will coordinate its activities with the Audit Committee in
instances where there is any overlap with audit activities (e.g. internal or external audit issue
relating to risk management policy or practice).
- The risk management committee shall make regular reports/ recommendations to the Board.
- The risk management committee shall review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the Board for approval.
This Policy will be communicated to all concerned persons of the Company and shall be placed on the
website of the Company at www.springformtech.com.