Heritage Foods Limited

Heritage Foods Limited 68 Mr. Rajesh Thakur Ahuja (DIN: 00371406) was appointed as Non-Executive Independent Director of the Company by the members at the 24 th AGM of the Company held on August 19, 2016 for a period of fi ve consecutive years up to August 18, 2021. Based on the recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Rajesh Thakur Ahuja (DIN: 00371406) being eligible for re-appointment as Non-Executive Independent Director and o ff ering himself for re-appointment, in the opinion of the Board that he is a young and dynamic personality, made valuable contribution to the Company during his fi rst tenure and have a 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, accordingly it is proposed to re-appoint him as Non-Executive Independent Director for second termof fi ve consecutive years from August 19, 2021 to August 18, 2026. Retirements and Resignations Mr. D. Seetharamaiah resigned from the position of Non-executive Independent Director and Chairperson of the Company wef. July 01, 2020 and left for heavenly abode on July 19, 2020, after a brief illness. Late Mr. D. Seetharamaiah was associated with the Company since the inception as a Director of the Company. The Board of Directors express their deep condolences and pay tribute to late Mr. D. Seetharamaiah, a great visionary leader. The Board of Directors place on record their deep sense of gratitude and appreciation for the invaluable contribution rendered by Mr. D. Seetharamaiah during his Three decades long illustrious career with the Company in this roles and recently as the Non-Executive Independent Director & Chairperson of the Company. Except the above, None of the Directors retired or resigned from the Board. Key Managerial Personnel During the year under review, the Company is having the following persons as Key Managerial Personnel. Name of the O ffi cial DIN/M. No Designation Mrs. N. Bhuvaneswari 00003741 Vice Chairperson & Managing Director Mrs. N. Brahmani 02338940 Executive Director Mr. A Prabhakara Naidu FCA 200974 Chief Financial O ffi cer Mr. Umakanta Barik FCS 6317 Company Secretary & Compliance O ffi cer Dr. M Sambasiva Rao President Committees of the Board Currently, the Board has six committees i.e. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee and Management Committee. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows: Name of the Committee Composition of the Committee Highlights of duties, responsibilities and activities Audit committee Mrs. Aparna Surabhi (C) Mr. D Seetharamaiah (M) (up to 01/07/2020) Mr. Rajesh Thakur Ahuja (M) Mr. N Sri Vishnu Raju (M) Dr V Nagaraja Naidu (M) • All recommendations made by the audit committee during the year were accepted by the Board. • Reviewing, with the management, the quarterly fi nancial statements before submission to the Board for approval. • Approval or any subsequent modi fi cation of transactions of the Company with related parties. • Reviewing, with the management, the performance of statutory auditors and internal auditors, adequacy of internal control systems, etc. Nomination and Remuneration Committee Mr. N Sri Vishnu Raju (C) Mr. D Seetharamaiah (M) (up to 01/07/2020) Mr. Rajesh Thakur Ahuja (M) Mrs. Aparna Surabhi (M) (wef. 01/07/2020) • The committee oversees and administers executive compensation, operating under a written charter adoptedby our Boardof Directors. • The nomination and remuneration committee has framed the nomination and remunerationpolicy.