Heritage Foods Limited | 30th Annual Report 2021-22

Financial Statements Company Overview Statutory Reports 63 Meetings of the Board The Board met six (6) times during the financial year 2021-22, the details of which are given in the Corporate Governance Report forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Policy on Director’s Appointment and Remuneration The current policy is to have an appropriate mix of Executive and Non-executive & Independent and Women Directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2022, the Board consists of 7 members, 2 of them are Executive/Whole-time directors, 1 is Non-Executive Director, 1 is Non-Executive Independent Woman Director and 3 are Non-Executive Independent Directors. The Board periodically evaluates the need for change in its composition and size. The policy of your Company on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013, and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 was adopted by the Board. It is affirmed that the remuneration paid to the Director(s) are as per the terms laid out in the nomination and remuneration policy of the Company. Declaration from Directors Your Company has received necessary declaration from all directors stating that they are not debarred or disqualified from being appointed or continuing as Directors of companies as per the Securities and Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs or any such other Statutory Authority. Declaration by Independent Directors Your Company has received necessary declaration from each independent director stating that they met the criteria prescribed for independence under Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Board has confirmed its veracity and taken the same on record. Board Evaluation As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time the Nomination and Remuneration Committee laid down criteria for performance evaluation of individual director(s), the board and its committee(s). Accordingly, an annual evaluation was carried out for the Board’s performance, its Committees and individual director(s). The Board performance evaluation is carried out through a structured questionnaire which provides a clear and valuable feedback for Board effectiveness and highlighting areas for further development. The following are some of the broad issues that are considered in performance evaluation questionnaire Ɣ Ability to act on a fully informed basis, in good faith, with due diligence and in the best interest of the company and the stakeholders. Ɣ Optimum combination of knowledge, skill, experience and diversity on the Board as well as its Committees. Ɣ Relationships and effective communication among the Board members. Ɣ Effectiveness of individual non-executive and executive directors and Committees of Board. Ɣ Quality of the discussions, general information provided on the company and its performance, papers and presentations to the Board. Ɣ Risk management as well as processes for identifying and reviewing risks. Ɣ Well- defined mandate and terms of reference of Committee. Ɣ Attendance at Board as well as Committee Meetings Ɣ Procurement of Information, preparation for Board Meetings and value of contribution at meetings Ɣ Relationships with fellow Board members, the company secretary and senior management and mutual trust and respect they stimulated within the Board. Ɣ Keeping update with the latest developments in the areas of governance and financial reporting Ɣ Willingness to devote time and effort to understand the company and its business Ɣ Providing necessary guidance using their knowledge and experience in development of corporate strategy, major plans of action, risk policy, and setting performance objectives. Ɣ Independence exercised in taking decisions, listening to views of others and maintaining their views with resolute attitude Ɣ Ability in assisting the Company in implementing the best corporate governance practices. Board’s Report