Heritage Foods Limited

STATUTORY REPORTS Corporate Governance 29 th Annual Report 2020-21 | 129 and Mr. J Samba Murthy, Chief Operating O ffi cer of the Company are permanent invitees to the Committee Meeting, Mr. Umakanta Barik Company Secretary & Compliance O ffi cer is the Secretary to the Committee. 6. REMUNERATION OF DIRECTORS The Nomination and Remuneration Committee determines and recommends to the Board the compensation payable to director(s). All Board-level compensation shall be approved by the members and disclosed separately in the fi nancial statements. Remuneration for the Vice- Chairperson &Managing Director and Executive Director consists of fi xed component and variable component. The compensation payable to the Independent/ Non-Executive Directors is limited to sitting fees and reimbursement of actual conveyance, travelling and other expenses for attending the Board & Committee meeting(s), as approved by the Board & members, as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time. The performance of the Independent Directors are reviewed by the Board on an annual basis. (a) All pecuniary relationship or transactions of the Non-Executive Directors There is no pecuniary relationship or transactions between the company and Non-Executive directors except the sitting fees they are getting for attending the board/committee meeting and dividend on shares held by him/her. (b) Criteria of making payments to Non-Executive Directors: The Non-Executive Directors are paid remuneration by way of Sitting Fees and reimbursement of actual expenses for attending the Board/ Committee Meeting. The Non-Executive Directors/ Independent Directors do not have any material pecuniary relationship or transactions with the Company. The Performa appointment letter of the Non-Executive Director including the payment thereof is available in the website of the Company i.e. https://www.heritagefoods.in/investors/Policy/ Draft_ Appointment_Letter-_Non-Executive_Independent_Director.pdf. The details of the amount paid to all Directors are disclosed in point no. 5(c)(i) of the Corporate Governance Report section in the Annual Report. (c) Other disclosures with respect to remuneration: i. All elements of remuneration of individual directors summarized under major groups such as salary, bene fi ts, bonuses, stock options, pensions etc: The Details of remuneration paid/payable for the year ended March 31, 2021 is as follows: (` in Millions) Name Sitting Fees Remuneration Perquisites/ Perks Performance/ Annual Pay Total Independent Directors Mr. D Seetharamaiah* 0.26 - - - 0.26 Mr. N Srivishnu Raju 0.68 - - - 0.68 Mr. Rajesh Thakur Ahuja 0.59 - - - 0.59 Mrs. Aparna Surabhi 0.60 - - - 0.60 Non-Executive Directors Dr. V Nagaraja Naidu 0.51 - - - 0.51 Whole-time Directors Mrs. N. Bhuvaneswari - 18.00 92.80 110.80 Mrs. N Brahmani - 9.00 0.75 78.89 88.64 * Mr. D. Seetharamaiah resigned from the Directorship of the Company on 01. 07 2020 ii. Details of fi xed component and performance linked incentives, along with the performance criteria: The Non-Executive Directors of the Company were paid only sitting fees and reimbursement of actual expenses for attending the Board/ Committee meetings. The performance criteria for two Executive Directors/Whole-time Directors entitled for Performance Linked Incentive as determined by the Nomination & Remuneration Committee, Board of Directors and approved by the members of the Company: