Heritage Foods Limited | 30th Annual Report 2021-22

30 th Annual Report 2021-22 Heritage Foods Limited 112 x. Evaluation of internal financial controls and risk management systems; xi. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems; xii. Reviewing the adequacy of internal audit function and discussion with the internal auditors of any significant findings and follow up thereon; xiii. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; xiv. Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; xv. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, members and creditors; xvi. Review the functioning of whistle blower mechanism; xvii. Monitoring the Compliances as per the provisions of SEBI (PIT) Regulations, 2015 xviii. Approval of appointment of Chief Financial Officer; xix. Reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding ` 1,000 million or 10% of the asset size of the subsidiary, whichever is lower including existing loans/advances/investments existing as on the date of coming into force of this provision xx. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders. xxi. Such other matter as prescribed under Part-C of Schedule-II of SEBI Listing Regulation and from time to time be required under any statutory, contractual or other regulatory requirement xxii. Apart from the aforementioned terms of reference, the Audit Committee mandatorily monitors and provides an effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Audit Committee oversees the work carried out in the financial reporting process by the Management, the internal auditors and the statutory auditors. The committee has the ultimate authority and responsibility to select, evaluate and where appropriate, replace the statutory auditors in accordance with the law. All possible measures were taken by the committee to ensure the objectivity and independence of the statutory auditors. b) Composition, name of the members and chairperson: Composition of the Committee as on March 31, 2022: Name Designation Category Mrs. Aparna Surabhi Chairperson Non Executive Independent Women Director Mr. NSrivishnu Raju Member Non Executive Independent Director Mr. RajeshThakur Ahuja Member Non Executive Independent Director Mr. M.P. Vijay Kumar* Member Non Executive Independent Director Dr. V. Nagaraja Naidu Member Non Executive Director * Mr. M.P. Vijay Kumar has been appointed as a member of the Audit Committee w.e.f January 21, 2022. c) Meeting and attendance during the year: Five (5) meetings of Audit Committee were held during the financial year 2021-22, i.e. May 19 2021, July 28, 2021, October 21, 2021, January 21, 2022 and March 25, 2022. The attendance details of the Committee Meeting are as follows:- Name No. of Meetings Held Attended Mrs. Aparna Surabhi 5 5 Mr. N Srivishnu Raju 5 4 Mr. Rajesh Thakur Ahuja 5 5 Mr. M.P. Vijay Kumar* 5 1 Dr. V Nagaraja Naidu 5 5 * Mr. M.P. Vijay Kumar has been appointed as a member of the Audit Committee w.e.f January 21, 2022. Mrs. N. Bhuvaneswari, Vice Chairperson & Managing Director, Mrs. N. Brahmani, Executive Director, Dr. M. Sambasiva Rao, President, Mr. A Prabhakara Naidu, Chief Financial Officer, Mr. Srideep Madhavan Nair Kesavan Chief Executive officer and Mr. J Samba Murthy, Chief Operating Officer of the Company are permanent invitees and Auditors are also invited to the Audit Committee Meeting, Mr. Umakanta Barik, Company Secretary & Compliance Officer is the Secretary to the Committee.