Heritage Foods Limited | 30th Annual Report 2021-22

Financial Statements Company Overview Statutory Reports 117 iii. Service contracts, notice period, severance fees: The Company has entered service contract/issued appointment letter with executive directors having a 3 months’ notice period either side and there is no severance fees involved for any of its directors of the Company. The Company also has issued appointment letter to Non-Executive independent director as prescribed by the companies Act and applicable regulations. iv. Stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable: The Company has not granted any stock option to any of its directors. Dr. V Nagaraja Naidu, Non-Executive Director of the Company is holding 1,00,000 equity shares of face value of ` 5 each, Mrs. N Bhuvaneswari and Mrs. N Brahmani, Executive/ Whole-time Directors of the Company are holding 1,06,61,652 and 2,03,200 equity shares of face value of ` 5 each of the Company respectively as on March 31, 2022. Besides dividend on equity shares, if any, held by the Directors and payments as mentioned above no other payments have been made nor have the Directors of the company entered into any transactions of pecuniary nature. 7. GENERAL BODY MEETINGS a) Location and time, where the last three annual general meeting held: For the financial year 2019-20 & 2020-21, the Company’s Annual General Meeting was held through VC/OAVM pursuant to the Ministry of Corporate Affairs (“MCA”) circular No. 20/2020 dated May 5, 2020 read together with circulars No. 14/2020 dated April 8, 2020 and No. 17/2020 dated April 13, 2020 and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/ 79 dated May 12, 2020 and SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 and the deemed venue was the Registered Office of the Company. For the Financial year 2018-19 the Company’s Annual General Meetings were held at Auditorium Hall, 2nd Floor, National Institute for Micro, Small and Medium Enterprises, Yousufguda, Hyderabad-45. Details of date & time are as follows: Financial year ended Date and time Special Resolution(s) Passed March 31, 2021 July 30, 2020 at 10:30 am Re-appointment of Mr. Rajesh Thakur Ahuja (DIN:00371406) as Non-Executive Independent Director of the company March 31, 2020 August 28, 2020 at 10:30 am NIL March 31, 2019 August 30, 2019 at 10.30 am. Re-appointment of Mr. N Srivishnu Raju (DIN:00025063) as Non-Executive Independent Director of the company b) Whether any special resolutions passed in the previous three annual general meeting: Yes, during the financial year 2018-19 & 2020-21 special resolutions were passed for re-appointment of Mr. N Srivishnu Raju (DIN: 00025063) as Non-Executive Independent Director of the company for a second term of five years and re-appointment of Mr. Rajesh Thakur Ahuja (DIN:00371406) as Non-Executive Independent Director of the company for a second term of five years respectively. c) Postal ballot: During the financial year 2021-22, members of the company have approved the resolution, stated in the below table by requisite majority, by means of Postal ballot, including Electronic Voting (e-voting). The Postal Ballot Notice dated October 21, 2021 along with the Postal Ballot Form was sent in electronic form to the members whose e-mail addresses were registered with the Company/ respective Depository Participants. The Company had published a notice in the newspaper on October 26, 2021 in Financial Express (all edition) and Andhra Prabha (Hyderabad edition) in compliance with the provisions of the Companies Act, 2013 and Secretarial Standard – 2. The voting period commenced from at 09:00 A.M. on Tuesday, October 26, 2021 and ended at 05:00 P.M. on Wednesday, November, 24, 2021 (IST). The voting rights of members were reckoned on the paid-up value of shares registered in the name of member/beneficial owner (in case of electronic shareholding) as Friday, October 22, 2021. The details of the voting pattern are given below: Name of the Resolution Type of Resolution No. of Votes Polled Votes Cast in favour Votes Cast against No. of Votes % No. of Votes % To appoint Mr. M P Vijay Kumar (DIN : 051770323) as a Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years w.e.f. 01.11.2021 to 31.10.2026 Ordinary 3,11,01,385 3,11,01,266 99.9996 119 0.0004 Corporate Governance