Heritage Foods Limited

STATUTORY REPORTS Corporate Governance 29 th Annual Report 2020-21 | 119 • Quarterly/Annually report on Management Information System division wise • Monthly summary report of Internal Audit observations division wise • The Board/Committee minutes of the Subsidiary/ Associate Company/Joint Venture Company/ Controlled Trust • General notices of interest received from Directors, if any • Dividend data • Minutes of meetings of previous Board & Committee Meetings and abstracts of Circular Resolutions passed, (if any) etc. • Information on recruitment and remuneration of senior o ffi cers just below the Board level, including appointment or removal of the Chief Financial O ffi cer and Company Secretary, if any. • Materially important Show cause, demand, penalty/ prosecution notices, which are materially important. • Fatal or serious accidents, dangerous occurrences, any material signi fi cant e ffl uent or pollution problems. • Any materially relevant defaults in fi nancial obligations to and by us or substantial non-payment for goods sold by the Company. • Any issue that involves possible public or product liability claims of a substantial nature • Details of joint ventures or collaboration agreements, if any. • Transactions that involve substantial payments toward goodwill, brand equity or Intellectual Property. • Signi fi cant labour problems and their proposed solutions. Any signi fi cant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc. • Sale of investments, subsidiaries, assets which are material in nature and not in normal course of business. • Details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement. • Non-compliance with any regulatory, statutory or listing requirements, as well as member services, such as non-payment of dividend and delays in share transfer etc. Minutes of the Meeting: The Company Secretary & Compaliance O ffi cer of the Company records the proceedings of the Meetings and circulates the draft Minutes to Board/Committee Members within 15 days of the Meeting. Suggestions of the Directors are properly incorporated in the Minutes. Final Minutes are recorded in the Minutes Book within 30 days of the Meeting. Certi fi ed copies of the signed minutes are sent to the Directors within 15 days of sign by the Chairperson of the Board/Committee meeting. Post Board Meeting Mechanism All the Proceedings of the Board Meetings are recorded as per the requirements of the Companies Act, 2013 and SEBI Listing Regulations. All the decisions taken by the Board and its Committees are promptly communicated to the concerned departments or divisions. All the Post Board Meeting fi lings on the Stock Exchange / Registrar of Companies are done as per the requirement of the SEBI Listing Regulations and Companies Act, 2013 and rules made there under as amended from time to time. Action taken/status reports on decisions of the previous meeting(s) are followed-up and placed at the nextmeeting for information and further recommended actions, if any. Selection of Independent Directors Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective fi eld/profession and who can e ff ectively contribute to the Company’s business and policy decisions are considered by the Nomination and Remuneration Committee for appointment as Independent Director on the Board. The Committee, inter alia, considers quali fi cation positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other Companies by such persons in accordance with the Company’s Policy for Selection of Directors and determining Directors’ independence. The Board considers the Committee’s recommendation, and takes appropriate decision. Meetings of Independent Directors Pursuant to Schedule IV of the Companies Act, 2013 & Rules made there under and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the independent directors of the Company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of the Management. The meeting shall review the performance of non-independent directors and the Board as a whole; review the performance of the Chairperson of the Board, taking into account the views of the executive directors and non-executive directors; assess the quality, quantity and timeliness of fl ow of information between the Management and the board that is necessary for it to e ff ectively and reasonably perform its duties.