Heritage Foods Limited

Heritage Foods Limited 118 None of the Independent Directors on the Board serve as an independent director in more than seven listed entities andnoneof theDirectorsontheBoard isamemberofmore than 10 Committees excluding private limited companies, foreign companies and companies under Section 8 of the Companies Act, 2013 (“the Act”) and Chairman of more than 5 Committees as speci fi ed in Regulation 26 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, across all the Companies in which he/ she is a Director. The Directors have made the necessary disclosures regarding Committee positions during the period under review. For the purpose of determination of limit of the Board Committees, chairpersonship and membership of the Audit Committee and Stakeholders’ Relationship Committee has been considered as per Regulation 26(1)(b) of SEBI Listing Regulations. Roles, Responsibilities and Duties of the Board The duties of Board of Directors have been enumerated in Listing Regulations, Section 166 of the Companies Act, 2013 read with the rules and Schedule IV of the said Act. The Board has complete access to all the information within the Company. As a part of its function, the Board periodically reviews all the relevant information, which is required to be placed before it, pursuant to the SEBI Listing Regulations, and, in particular, reviews and approves fi nancial statements, business plans, projects, strategies, annual budgets, projects and capital expenditure. The Board discharges all its responsibilities, functions, duties and obligations in timely and e ff ective manner in accordance with applicable laws, keeping close watch on the business operations of the Company. The day to day a ff airs of the Company are managed by the Vice Chairperson & Managing Director and Executive Director assisted by the Senior Management team of the Company under the overall supervision of the Board. Board Meeting Frequency and location: The Board meets at least once a quarter to review the quarterly results and other items of the agenda. Whenever necessary, additional meetings are held. Other Committee meetings are held based on the requirements but at least one meeting of each committee is held in a fi nancial year. In the case of business exigencies or urgency of matters, resolutions are passed by circulation. Video conferencing facility is provided to the Directors who are not able to attend the meetings due to some emergencies. The location of the Board meetings is informed well in advance to all the Directors. Nine (9) Board meetings were held during the year ended March 31, 2021 and the gap between two meetings did not exceed one hundred and twenty days. The said meetings were held on: May 14, 2020, May 27, 2020, June 26, 2020, July 7, 2020, July 29, 2020, September 11, 2020, October 28, 2020, January 29, 2021 and March 25, 2021. Agenda and relevant information to Directors: The agenda for each Board / Committee meeting is circulated well in advance to the Directors. All material information is incorporated in the agenda facilitating meaningful and focused discussions in the meeting. Every Board / Committee Member is free to suggest items for inclusion in the agenda. Being a responsible environment friendly Company, agendas and other relevant documents / information to Board / Committeemembers are provided in secured electronic mode. Board Meetings - Matters: All divisions / departments of the Company are advised to schedule their work plans in advance, particularly with regard to matters requiring discussion / approval / decision of the Board meetings. All such matters are communicated to the Company Secretary in advance so that the same could be included in the Agenda for the Board / Committee meetings. Agendas for such meetings are fi nalized in discussion with the Vice-Chairperson & Managing Director and Chief Financial O ffi cer of the Company. Presentations by management: The Chief Financial O ffi cer, Chief Operating O ffi cer, Company Secretary and Internal Audit Head updates the Board on their related matters through presentations / Board notes. Such presentations and Board notes cover fi nance, sales, marketing, major business segments and operations of the Company, including business opportunities, business strategy and risk management practices, internal audit observations, regulatory changes and their probable impact on the operations of the Company. Availability of information to Board Members The Board has unrestricted access to all Company related information including that of your employees. All the relevant information to be placed before the board as required under the SEBI Listing Regulations and Companies Act, 2013 is placed before the Board for its consideration Regular updates provided to the Board include: • Annual operating plans and budgets, capital budgets and any updates thereon • Quarterly results of the operating divisions or business segments