Heritage Foods Limited

Heritage Foods Limited 124 ii. Recommendation for appointment, remuneration and terms of appointment of auditors; iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors; iv. Reviewing with the management, the quarterly/ annual fi nancial results/statements and auditor’s report thereon before submission to the Board for approval; - v. Reviewing with the management, the statement of uses/application of funds raised through an issue, the statement of funds utilized for purposes other than those stated in o ff er documents/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in the matter; vi. Reviewing and monitoring the auditor’s independence and performance and e ff ectiveness of audit process; vii. Approval or any subsequent modi fi cation of transactions of the Company with related parties; viii. Scrutiny of inter-corporate loans and investments; ix. Valuation of undertakings or assets of the Company, wherever it is necessary; x. Evaluation of internal fi nancial controls and risk management systems; xi. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems; xii. Reviewing the adequacy of internal audit function and discussion with the internal auditors of any signi fi cant fi ndings and follow up thereon; xiii. Reviewing the fi ndings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; xiv. Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; xv. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, members and creditors; xvi. Review the functioning of whistle blowermechanism; xvii. Approval of appointment of Chief Financial O ffi cer; xviii. Reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding ` 1,000 million or 10% of the asset size of the subsidiary, whichever is lower including existing loans/advances/investments existing as on the date of coming into force of this provision xix. Such other matter as prescribed under Part-C of Schedule-II of SEBI Listing Regulation and from time to time be required under any statutory, contractual or other regulatory requirement Apart from the aforementioned terms of reference, the Audit Committee mandatorily monitors and provides an e ff ective supervision of the Management’s fi nancial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of fi nancial reporting. The Audit Committee oversees thework carried out in the fi nancial reporting process by the Management, the internal auditors and the statutory auditors. The committee has the ultimate authority and responsibility to select, evaluate and where appropriate, replace the statutory auditors in accordance with the law. All possible measures were taken by the committee to ensure the objectivity and independence of the statutory auditors. (b) Composition, name of the members and chairperson: Composition of the Committee as on March 31, 2021: Name Designation Category Mrs. Aparna Surabhi Chairperson Non Executive Independent Women Director Mr. N Srivishnu Raju Member Non Executive Independent Director Mr. D Seetharamaiah* Member Non Executive Independent Director Mr. Rajesh Thakur Ahuja Member Non Executive Independent Director Dr. V. Nagaraja Naidu Member Non Executive Director * Mr. D. Seetharamaiah resigned from the Committee on 01. 07 2020