Heritage Foods Limited

STATUTORY REPORTS Corporate Governance 29 th Annual Report 2020-21 | 131 Particulars Mrs. N Bhuvaneswari – Vice-Chairperson & Managing Director Mrs. N Brahmani – Executive Director E Performance / Annual Pay Mrs. N. Bhuvaneswari shall be entitled for Performance / Annual Pay, however the Performance/Annual Pay so paid plus her substantive salary as referred to above from A to C shall not exceed 5% of the net pro fi t of the Company calculated in accordance with Sec.197 & 198 of the Companies Act, 2013 and read with the Schedule V of the Companies Act, 2013 and ruled made thereof as approved by the Remuneration Committee and Board of Directors approved by the members of the Company. Mrs. N. Brahmani shall be entitled for Performance/Annual Pay, however the Performance/Annual Pay so paid plus her substantive salary as referred to above from A to C shall not exceed 4% of the net pro fi t of the Company calculated in accordance with Sec.197 & 198 of the Companies Act, 2013 and read with the Schedule V of the Companies Act, 2013 and ruled made thereof as approved by the Remuneration Committee and Board of Directors approved by the members of the Company. F Minimum Remuneration in case of losses or inadequacy of pro fi ts in any fi nancial year during her tenure she shall be eligible for a minimum remuneration of ` 15 lakhs (Rupees Fifteen Lakhs Only) per month, perquisites and allowances as referred above from A to D.” in case of losses or inadequacy of pro fi ts in any fi nancial year during her tenure she shall be eligible for a minimum remuneration of ` 7.50 Lakhs (Rupees Seven Lakhs Fifty Thousand only) per month, perquisites, and allowances as referred above from A to D.” iii. Service contracts, notice period, severance fees: The Company has entered service contract/issued appointment letter with executive directors having a 3 month’s notice period either side and there is no severance fees involved for any of its directors of the Company. The Company also has issued appointment letter to Non-Executive independent director as prescribed by the companies Act and applicable regulations. iv. Stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable: The Company has not granted any stock option to any of its directors. Dr. V Nagaraja Naidu, Non-Executive Director of the Company is holding 1,00,000 equity shares of face value of ` 5 each, Mrs. N Bhuvaneswari and Mrs. N Brahmani, Executive/ Whole-time Directors of the Company are holding 1,06,61,652 and 2,03,200 equity shares of face value of ` 5 each of the Company respectively as on March 31, 2021. Besides dividend on equity shares, if any, held by the Directors and payments as mentioned above no other payments have been made nor have the Directors of the company entered into any transactions of pecuniary nature. 7. GENERAL BODY MEETINGS (a) Location and time, where the last three annual general meeting held: For the fi nancial year 2019-20, the Company’s Annual General Meeting was held through VC/OAVM pursuant to the Ministry of Corporate A ff airs (“MCA”) circular No. 20/2020 dated May 5, 2020 read together with circulars No. 14/2020 dated April 8,2020 and No. 17/2020 dated April 13, 2020 and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 and the deemed venue was the Registered O ffi ce of the Company. For the Financial year ended March 31, 2018 and March 31, 2019 the Company’s Annual General Meetings were held at Auditorium Hall, 2nd Floor, National Institute for Micro, Small and Medium Enterprises, Yousufguda, Hyderabad-45. Details of date & time are as follows: