Heritage Foods Limited

STATUTORY REPORTS Corporate Governance 29 th Annual Report 2020-21 | 125 (c) Meeting and attendance during the year: Six meetings of Audit Committee were held during the fi nancial year 2020-21, i.e. April 29, 2020, May 27, 2020, July 29, 2020, October 28, 2020, January 29, 2021 and March 25, 2021. The attendance details of the Committee Meeting are as follows:- Name No. of Meetings Held Attended Mrs. Aparna Surabhi 6 6 Mr. N Srivishnu Raju 6 6 Mr. D Seetharamaiah* 6 2 Mr. Rajesh Thakur Ahuja 6 6 Dr. V Nagaraja Naidu 6 6 * Mr. D. Seetharamaiah resigned as the Member of the Audit Committee on 01. 07 2020 Mrs. N. Bhuvaneswari, Vice Chairperson & Managing Director, Mrs. N. Brahmani, Executive Director, Dr. M. Sambasiva Rao, President, Mr. A Prabhakara Naidu, Chief Financial O ffi cer and Mr. J Samba Murthy, Chief Operating O ffi cer of the Company are permanent invitees and Auditors are also invited to the Audit Committee Meeting, Mr. Umakanta Barik, Company Secretary & Compliance O ffi cer is the Secretary to the Committee. 4. NOMINATION&REMUNERATIONCOMMITTEE (a) Brief description of terms of reference: The terms of reference, constitution, powers, quorum and other matters in relation to the Nomination and Remuneration Committee are as per of the Regulation 19 read with Part D of Schedule II of SEBI Listing Regulations, Section 178 of the Companies Act, 2013 as amended from time to time. i. Formulate the criteria for determining quali fi cations, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to for remuneration for the directors, key managerial personnel and other employees; ii. Formulation of criteria for evaluation of performance of Independent Directors and the board of directors; iii. Devising a policy on diversity of board of Directors; iv. Identifying persons who are quali fi ed to become of Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal; v. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of Independent Directors; vi. Recommend to the Board, all remuneration, in whatever form payable to senior management The committee shall review and discuss all matters pertaining to candidates and shall evaluate the candidates in accordance with a process that it sees fi t, passing on the recommendations to the Board. The committee coordinates and oversees the annual self- evaluation of the Board and of individual directors. The Committee also review the performance and approve the revision of annual fi xed salary & variable pay and promotions of all the Employees one level below the Board including the Functional Heads of the Company. The committee also regularly evaluate the usefulness of such performance parameters, and make necessary amendments. (b) Composition, name of members and chairperson: Name Designation Category Mr. Sri Vishnu Raju Chairman Non-Executive Independent Director Mr. D Seetharamaiah* Member Non-Executive Independent Director Mrs. Aparna Surabhi # Member Non-Executive Independent Woman Director Mr. Rajesh Thakur Ahuja Member Non-Executive Independent Director *Mr. D. Seetharamaiah resigned from the Nomination and Remuneration Committee on 01. 07 2020 # Mrs. Aparna Surabhi has appointed as Member of the Nomination & Remuneration Committee on 01.07.2020 (c) Meeting and attendance during the year: The Nomination & Remuneration Committee held three meetings during the fi nancial year 2020-21 i.e. on May 27, 2020, October 21, 2020 and March 25, 2021. The attendance details of the Committee Meetings are as follows: Name No. of Meetings Held Attended Mr. N Srivishnu Raju 3 3 Mr D Seetharamaiah* 3 1 Mr. Rajesh Thakur Ahuja 3 3 Mrs. Aparna Surabhi # 3 2 *Mr. D. Seetharamaiah resigned from the Nomination and Remuneration Committee on 01. 07 2020