Heritage Foods Limited

Heritage Foods Limited 54 The following explanatory Statement sets out all the material facts relating to the Special Business mentioned in Item No. 4 of the Notice of AGM dated May 19, 2021: Item No: 4 Mr. Rajesh Thakur Ahuja (DIN: 00371406) was appointed as a Non-Executive Independent Director of the Company pursuant to Section 149 of the Companies Act, 2013 (“the Act”) read with Companies (Appointment and Quali fi cation of Directors) Rules, 2014, by the members at the 24 th Annual General Meeting (AGM) of the Company held on 19 th August, 2016 (“ fi rst term” as per the explanation to Section 149(10) and 149(11) of the Act) for a period of fi ve consecutive years from August 19, 2016 to August 18, 2021 As per Section 149(10) of the Act, an Independent Director shall hold o ffi ce for a term of upto fi ve consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing a Special Resolution by the Company for another term of upto fi ve consecutive years on the Board of such Company. The Nomination & Remuneration Committee at its Meeting held on May 19, 2021, after taking into account the performance evaluation of Mr. Rajesh Thakur Ahuja (DIN: 00371406), during his fi rst term of fi ve years and considering the knowledge, acumen, expertise, experience and the substantial contribution made by him during his tenure as Non-Executive Independent Director since his appointment, has recommended to the Board that continued association of Mr. Rajesh Thakur Ahuja as Non-Executive Independent Director would be in the interest of the Company. Pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration Committee and the Board, Mr. Rajesh Thakur Ahuja (DIN: 00371406) being eligible for re-appointment as an Non-Executive Independent Director and o ff ered himself for reappointment. Accordingly, it is proposed to re-appoint him as Non-Executive Independent Director of the Company for a second term of fi ve consecutive years commencing from August 19, 2021 to August 18, 2026 and not liable to retire by rotation. The Company has also received the following from Mr. Rajesh Thakur Ahuja:- (i) Declaration stating that he meets the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; (ii) the consent in writing to act as Non-Executive Independent Director; (iii) intimation that he is not disquali fi ed under section 164 of the Companies Act, 2013 and (iv) a declaration to the e ff ect that he is not debarred from holding the o ffi ce of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI). In the opinion of the Board, Mr. Rajesh Thakur Ahuja is a young and dynamic personality. He made valuable contribution to the Company during his fi rst tenure and has knowledge about the dairy industry and investment in other sectors. The Board also discussed his performance based on the criteria of performance evaluation lead by Nomination and Remuneration Committee of the Board and Mr. Rajesh Thakur Ahuja (DIN: 00371406) ful fi ls the conditions speci fi ed in Section 149 (6) of the Act, the Companies (Appointment and Quali fi cation of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time for his re-appointment as a Non-Executive Independent Director of the Company and is independent of the management. Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013