Heritage Foods Limited | 30th Annual Report 2021-22

Financial Statements Company Overview Statutory Reports 111 of UPSI is also in place. The Code & policies are displayed on the Company’s website viz. www.heritagefoods.in . All Directors and Senior Management of the Company have affirmed the compliance of all policies for the financial year ended March 31, 2022. l) Appointment and Tenure of Directors The Directors of the Company are appointed / reappointed by the Board on the recommendation of the Nomination andRemunerationCommittee and approval of themembers at the General Meetings. In accordance with the Articles of Association of the Company and provisions of the Act, Non-Executive Directors, except Independent Directors, of the Company, are liable to retire by rotation at the Annual General Meeting each year and, if eligible, offer themselves for re-appointment. Independent Directors are appointed as per the applicable provisions of the companies act, 2013 and rules made thereof and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The Vice-Chairperson & Managing Director is not liable to retire by rotation but in compliance with Section 152(6) of the Companies Act, 2013 and rules made thereunder Executive Director of the Company is liable to retire by rotation. During the year under review Mr. M. P. Vijay Kumar (DIN: 05170323) has been appointed as a Non-Executive Independent director w.e.f 01.11.2021 for a period of 5 consecutive years. The approval of members through special resolution was taken on April 29, 2022 for Continuation of directorship of Dr. V. Nagaraja Naidu (DIN: 00003730) as a Non- Executive Director after attaining the age of 75 as per Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. BOARD COMMITTEES The Board of Directors of the Company are having 6 (Six) Committees as on March 31, 2022 i.e. i. Audit Committee ii. Nomination & Remuneration Committee iii. Stakeholders Relationship Committee iv. Corporate Social Responsibility Committee v. Risk Management Committee vi. Management Committee The quorum for committee meetings is as per the Companies Act and SEBI Listing Regulation. The Company Secretary of the company is acting as the Secretary in each Committee. m) Frequency and Length of Meeting of the Committees of the Board Each Committee meets as often as necessary subject to minimum number and frequency as stipulated in its charter or as prescribed in the Act and Listing Regulations. The agenda for the Committee meeting is shared with all the members of the Committee at least 7 days in advance. 3. AUDIT COMMITTEE a) Brief description and term of reference: The Committee composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. Members of the Audit Committee possess financial accounting expertise/exposure. Terms of reference The terms of reference of the Audit Committee is in alignment with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, are as follows: i. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; ii. Recommendation for appointment, remuneration and terms of appointment of auditors; iii. Approval of payment to statutory auditors; iv. Reviewing with the management, the quarterly/ annual financial results/statements and auditor’s report thereon before submission to the Board for approval; - v. Reviewing with the management, the statement of uses/application of funds raised through an issue, the statement of funds utilized for purposes other than those stated in offer documents/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, andmaking appropriate recommendations to the board to take up steps in the matter; vi. Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process; vii. Approval or any subsequent modification of transactions of the Company with related parties; viii. Scrutiny of inter-corporate loans and investments; ix. Valuation of undertakings or assets of the Company, wherever it is necessary; Corporate Governance