Heritage Foods Limited

STATUTORY REPORTS Corporate Governance 29 th Annual Report 2020-21 | 123 (k) Policy for Prevention of Insider Trading The Company has adopted a Policy for Prohibition of Insider Trading (‘Policy/Code”) for Regulating, Monitoring and Reporting of Trades by Designated Persons’ (“the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). The Policy is applicable to Promoters, Member of Promoter’s Group, all Directors, designated persons and third parties such as auditors, consultants etc. who are expected to have access to unpublished price sensitive information relating to the Company. The trading window is closed from the fi rst day of the every quarter and will open after the 48 hours of the declaration of fi nancial results and occurrence of any material events as per the code. The Audit Committee of the company shall review compliance with the provisions of these regulations at least once in a fi nancial year and shall verify that the systems for internal control are adequate and are operating e ff ectively. The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)’ in compliance with the PIT Regulations. The company also has a whistle-blower policy to make employees aware of such policy to enable employees to report instances of leak of unpublished price sensitive information. The Code & policies are displayed on the Company’s website viz. www.heritagefoods.in . All Directors and Senior Management of the Company are a ffi rmed the compliance of all policies for the fi nancial year ended March 31, 2021. (l) Appointment and Tenure of Directors The Directors of the Company are appointed/re- appointed by the Board on the recommendation of the Nomination and Remuneration Committee and approval of the members at the General Meetings. In accordance with the Articles of Association of the Company and provisions of the Act, Non-Executive Directors, except Independent Directors, of the Company, are liable to retire by rotation at the Annual General Meeting each year and, if eligible, o ff er themselves for re-appointment. Independent Directors are appointed for a termof 5 years. The Vice-Chairperson & Managing Director is not liable to retire by rotation but in compliance with Section 152(6) of the Companies Act, 2013 and rules made thereunder Executive Director of the Company is liable to retire by rotation. The above proposed retirement by rotation shall not alter any terms and conditions with regard to remuneration, tenure of appointment and such other terms and conditions relating to her appointment as an Executive Director of the company for a term of fi ve year (w.e.f. 01.04.2019) as approved by the members of the Company by way of postal Ballot and remote e-voting, the results of which were declared on March 12, 2019 BOARD COMMITTEES The Board of Directors of the Company are having 6 (Six) Committees as on March 31, 2021 i.e. i. Audit Committee ii. Nomination & Remuneration Committee iii. Stakeholders Relationship Committee iv. CSR Committee v. Risk Management Committee vi. Management Committee The quorum for committee meetings is as per the Companies Act and SEBI Listing Regulation. The Company Secretary of the company is acting as the Secretary in each Committee. (m) Frequency and Length of Meeting of the Committees of the Board Each Committee meets as often as necessary subject to minimum number and frequency as stipulated in its charter or as prescribed in the Act and Listing Regulations. The agenda for the Committee meeting is shared with all the members of the Committee at least 7 days in advance. 3. AUDIT COMMITTEE (a) Brief description and term of reference: The Committee composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. Members of the Audit Committee possess fi nancial accounting expertise/exposure. Terms of reference The terms of reference of the Audit Committee is in alignment with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, are as follows: i. Oversight of the Company’s fi nancial reporting process and the disclosure of its fi nancial information to ensure that the fi nancial statement is correct, su ffi cient and credible;