Heritage Foods Limited

STATUTORY REPORTS Corporate Governance 29 th Annual Report 2020-21 | 121 (d) Number of meeting of the Board of directors held and dates on which held: 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. The necessary quorum was present for all the meetings. The tentative dates for Board meetings in the ensuing fi nancial year are decided in advance and published as part of the Annual Report. The Chairperson of the Board and the Company Secretary & Compliance O ffi cer, draft the agenda for each meeting, along with explanatory notes, in consultation with the Vice Chairperson & Managing Director and communicate these in advance to the Directors. Every Board member can suggest the inclusion of additional items in the agenda. The Board meets at least once a quarter to review the quarterly results and other items on the agenda. Additional meetings are held when necessary. (e) Disclosure of relationship between directors inter-se: As on March 31, 2021, the Board consists of Six (6) members, out of which (2) are Executive/Whole-time Women Directors, two (2) are Non-Executive Independent Directors, one (1) is Non-Executive Independent Woman Director and one (1) is Non- Executive Director. None of the Directors has relations with each other except executive director/Whole-time director of the Company. Mrs. N. Brahmani, Executive Director of the Company is the daughter-in-law of Mrs. N Bhuvaneswari, Vice Chairperson cum Managing director of the Company. (f) Number of shares and convertible instruments held by non-executive directors: None of the Non-executive directors of the Company are having shares and convertible instruments except Dr. V. Nagaraja Naidu, Non-Executive Director of the Company is holding 1,00,000 equity shares as on March 31, 2021. (g) Familiarisation programmes for Board Members On being introduced onto the board of the company, every director is given an induction and is made aware about the organisations Vision, mission, Challenges , risk and opportunities The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarise with the Company’s procedures and practices. Periodic presentations are made at the Board and its Committee Meetings, on business and performance updates of the Company and business strategy. Detailed presentations on the Company’s business segments weremade at themeetings of the Directors held during the year. Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company. By apprising the Board with up to date information about the organisation and its business, your company ensures that the Board is updated about the regular workings of the company (h) Skills/Expertise/Competencies of the Board of Directors The following is the list of core skills/expertise/ competencies identi fi ed by the Board of Directors as required in the context of the Company’s business(es) for it to function e ff ectively and those available with the Board as a whole. i. Sales &Marketing: Experience in sales andmarketing management based on understanding of the consumer & consumer goods industry, developing strategies to grow sales and market share, build brand equity awareness and enhance enterprise reputation. ii. General management / Governance and Compliance: Service on a company board to develop insights about maintaining board and management accountability, Strategic thinking, decision making, protecting member interests and observing appropriate governance practices. Ability to identify key risks to the organisation in a wide range of areas including legal and regulatory compliance and monitor risk and compliance management frameworks and systems. iii. Financial skills: Understanding the fi nancial statements, fi nancial controls, risk management, mergers and acquisition, etc. Management of the fi nance function of an enterprise, resulting in pro fi ciency in complex fi nancial management, capital allocation, and fi nancial reporting processes, or experience in actively supervising a fi nancial o ffi cer, accounting o ffi cer, controller, auditor or person performing similar functions iv. Technical and professional skills / Policy Development: Ability to identify key issues and opportunities for the Company within the Dairy industry and develop appropriate policies to de fi ne the parameters within which the organisation should operate and knowledge including legal and regulatory aspects.