information is incorporated in the agenda facilitating meaningful and focused discussions in the meeting. Every Board / Committee Member is free to suggest items for inclusion in the agenda. Being a responsible environment friendly Company, agendas and other relevant documents / information to Board / Committee members are provided in secured electronic mode. Board Meetings - Matters All divisions / departments of the Company are advised to schedule their work plans in advance, particularly with regard to matters requiring discussion / approval / decision of the Board meetings. All such matters are communicated to the Company Secretary in advance so that the same could be included in the Agenda for the Board / Committee meetings. Agendas for such meetings are finalized in discussion with the Vice-Chairperson & Managing Director of the Company. Presentations by management The Chief Financial Officer, President, Chief Executive Officer, Chief Operating Officer, Company Secretary and Internal Audit team coordinator updates the Board on their related matters through presentations / Board notes. Such presentations and Board notes cover finance, sales, marketing, major business segments and operations of the Company, including business opportunities, business strategy and risk management practices, internal audit observations, regulatory changes and their probable impact on the operations of the Company. Availability of information to Board Members The Board has unrestricted access to all Company related information including employees. All the relevant information to be placed before the board as required under the SEBI Listing Regulations and Companies Act, 2013 is placed before the Board for its consideration regular updates provided to the Board include: • Annual operating plans and budgets, capital budgets and any updates thereon • Quarterly results of the operating divisions or business segments • Quarterly/Annually report on Management Information System division wise • Monthly summary report of Internal Audit observations division wise • The Board/Committee minutes of the Subsidiary/ Associate Company/Joint Venture Company/ Controlled Trust • General notices of interest received from Directors, if any • Dividend including IEPF data • Minutes of meetings of previous Board & Committee Meetings and abstracts of Circular Resolutions passed, (if any) etc. • Information on recruitment and remuneration of senior officers just below the Board level, including • appointment or removal of the Key Managerial Personnel, if any. • Materially important Show cause, demand, penalty/ prosecution notices, which are materially important. • Fatal or serious accidents, dangerous occurrences, any material significant effluent or pollution problems. • Any materially relevant defaults in financial obligations to and by us or substantial non-payment for goods sold by the Company. • Any issue that involves possible public or product liability claims of a substantial nature • Details of joint ventures or collaboration agreements, if any. • Transactions that involve substantial payments toward goodwill, brand equity or Intellectual Property. • Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc. • Sale of investments, subsidiaries, assets which are material in nature and not in normal course of business. • Details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement. • Non-compliance with any regulatory, statutory or listing requirements, as well as member services, such as nonpayment of dividend and delays in share transfer etc. Minutes of the Meeting The Company Secretary & Compliance Officer of the Company records the proceedings of the Meetings and circulates the draft Minutes to Board/Committee Members within 15 days of the Meeting. Suggestions of the Directors are properly incorporated in the Minutes. Final Minutes are recorded in the Minutes Book within 30 days of the Meeting. Certified copies of the signed minutes are sent to the Directors within 7 days of sign by the Chairperson of the Board/Committee meeting. Post Board Meeting Mechanism All the Proceedings of the Board Meetings are recorded as per the requirements of the Companies Act, 2013 and SEBI Heritage Foods Limited | 31st Annual report 2022-23 152
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