Heritage Foods Limited | 30th Annual Report 2021-22

Financial Statements Company Overview Statutory Reports 113 4. NOMINATION & REMUNERATION COMMITTEE a) Brief description of terms of reference: The terms of reference, constitution, powers, quorum and other matters in relation to the Nomination and Remuneration Committee are as per the Regulation 19 read with Part D of Schedule II of SEBI Listing Regulations, Section 178 of the Companies Act, 2013 as amended from time to time. i. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relation to for remuneration for the directors, key managerial personnel and other employees; ii. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors; iii. Devising a policy on diversity of board of Directors; iv. Identifying persons who are qualified to become of Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal; v. Whether toextendor continue the termof appointment of the independent director, on the basis of the report of performance evaluation of Independent Directors; vi. Recommend to the Board, all remuneration, in whatever form payable to senior management vii. Evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. For the purpose of identifying suitable candidates, the Committee may: a) use the services of an external agencies, if required; b) consider candidates from a wide range of backgrounds, having due regard to diversity; and c) consider the time commitments of the candidates. d) The committee shall review and discuss all matters pertaining to candidates and shall evaluate the candidates in accordance with a process that it sees fit, passing on the recommendations to the Board. The committee coordinates and oversees the annual self- evaluation of the Board and of individual directors. The Committee also review the performance and approve the revision of annual fixed salary & variable pay and promotions of all the Employees one level below the Board including the Functional Heads of the Company. The committee also regularly evaluate the usefulness of such performance parameters, and make necessary amendments. b) Composition, name of members and chairperson: Name Designation Category Mr. N Srivishnu Raju Chairperson Non-Executive Independent Director Mr. RajeshThakurAhuja Member Non-Executive Independent Director Mrs. Aparna Surabhi Member Non-Executive Independent Woman Director Mr. M.P. Vijay Kumar# Member Non-Executive Independent Director # Mr. M.P. Vijay Kumar has been appointed as a member of the Nomination and Remuneration Committee w.e.f January 21, 2022. c) Meeting and attendance during the year: The Nomination & Remuneration Committee held four meetings during the financial year 2021-22 i.e. on May 19, 2021, July 28, 2021 and October 21, 2021 and March, 25 2022. The attendance details of the Committee Meetings are as follows: Name No. of Meetings Held Attended Mr. N Srivishnu Raju 4 3 Mr. Rajesh Thakur Ahuja 4 4 Mrs. Aparna Surabhi 4 4 Mr. M.P. Vijay Kumar# 4 1 # Mr. M.P. Vijay Kumar has been appointed as a member of the Nomination and Remuneration Committee w.e.f January 21, 2022. Mrs. N Brahmani, Executive Director, Dr. M Sambasiva Rao, President of the Company are invitees to the Committee Meeting, Mr. Umakanta Barik, Company Secretary & Compliance Officer is the Secretary to the Committee. d) Performance evaluation criteria for - directors: One of the key functions of the Committee is to monitor and review the board evaluation framework. Your Board is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. The Board works with the nomination and remuneration committee to lay down the evaluation criteria for the performance of executive / non-executive / independent directors. The questionnaire is a key part of the process of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement. Each Board member is requested Corporate Governance