Vrindavan Mithai Wala Ltd, a listed company, has long been a popular name in the retail stores and restaurants. With an expansive footprint of retail stores and restaurants across the country, the brand became synonymous
CS Professional · Environmental, Social and Governance (ESG) Principles and Practice · PYQS · June 2026
Vrindavan Mithai Wala Ltd, a listed company, has long been a popular name in the retail stores and restaurants. With an expansive footprint of retail stores and restaurants across the country, the brand became synonymous with quality and consumer trust. Building on this established brand equity, the Board of Directors approved a capital-intensive diversification strategy transitioning from sweets and restaurants into the full-scale hospitality sector. This culminated in the launch of a premium hotel wing under the group's popular flagship brand. The transition from high-volume food retail to complex hotel management presented immediate structural challenges. While the initial phase of hotel operations appeared to stabilize, the Company's internal control oversight failed to keep pace with the specialized regulatory requirements of the hospitality industry. Following a surprise survey conducted by Government authorities, several critical deficiencies were identified in the Company's management practices, like non-compliances with FSSAI regulations, waste management, child labour, labour laws, PF & ESI Acts. The Company was levied substantial regulatory fines that directly impacted its profitability. News of the environmental and other non-compliances were reported by the media, causing a sharp decline in share price and brand goodwill. Plans for further expansion into the hospitality sector were immediately suspended as the management shifted its focus toward damage control and risk mitigation. In the wake of these losses, the executive management embarked on a comprehensive study of corporate risks and review of internal control system by internal audit function. It also considered a detailed risk analysis to address the existing issues and recommend further course of action. The internal audit department was entrusted with assessment of operational non-compliances and to recommend remediations thereof. The internal audit manager prepared a detailed programme in light of the main risks identified by the Company. Based on the above answer the following questions: Indicate who is responsible for risk management in the background of Companies Act, 2013 and SEBI (LODR), 2015.
Answer & Explanation:
As per Section 134(3)(n) of the Companies Act, 2013, the report of the Board of Directors shall provide 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. The policy is to be laid down by the Board of Directors. SEBI (LODR) Regulations, 2015 also provide that the company shall lay down procedures to inform Board members about the risk assessment and minimization procedures. The Board shall be responsible for framing, implementing and monitoring the risk management plan for the company. The Risk Management Plan must include all elements of risks. The traditional elements of potential likelihood and potential consequences of an event must be combined with other factors like the timing of the risks, the correlation of the possibility of an event occurring with others, and the confidence in risk estimates. Risk management policies should reflect the company's risk profile and should clearly describe all elements of the risk management and internal control system and any internal audit function. A company's risk management policies should clearly describe the roles and accountabilities of the board, audit committee, or other appropriate board committee, management and any internal audit function. A company should have identified Chief Risk Officer with the vision and the diplomatic skills to forge a new approach. He may be supported by "risk groups" to oversee the initial assessment work and to continue the work till it is completed. Regulation 21 of SEBI (LODR) Regulations, 2015, requires that every listed company should have a Risk Management Committee.
Topics: Corporate Governance, Risk Management
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