Key Board Qualifications Director Area of Expertise Financial Policy Development Leadership Information Technology Strategy planning, Mergers and Acquisitions Governance and Compliance Sales & Marketing International Business Mr. N. Srivishnu Raju √ - √ √ √ √ √ √ Mr. Rajesh Thakur Ahuja √ - √ √ - √ √ √ Mrs. Aparna Surabhi √ √ √ √ √ √ - √ Mr. M.P. Vijay Kumar √ √ √ √ √ √ - - Dr. V. Nagaraja Naidu √ √ √ - √ √ √ - Mrs. N Bhuvaneswari √ √ √ - √ √ √ - Mrs. N Brahmani √ √ √ √ √ √ √ √ These skills/competencies are broad-based, encompassing several areas of expertise/experience. Each Director may possess varied combinations of skills/experience within the described set of parameters, and it is not necessary that all Directors possess all skills/experience listed therein. i) Declaration by Independent Directors: All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of Independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. They also declare that apart from receiving director’s remuneration (sitting fees) they did not have any pecuniary relationship or transactions with the company, its promoter, its directors, senior management and they are not a material supplier, service provider or customer or a lessor or lessee of the company, which may affect their independence, and was not a substantial member of the company i.e. owning two percent or more of the block of voting shares. j) Reason for resignation of an Independent Director: During the year under review none of the Independent Directors resigned from the Company. k) Policy for Prevention of Insider Trading: The Company has adopted a Policy for Prohibition of Insider Trading (‘Policy/Code”) for Regulating, Monitoring and Reporting of Trades by Designated Persons’ (“the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). The Company is having in place the required IT infrastructure formaintainingDigital Structural Database and formonitoring the insider trading activities as per the applicable Regulations of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Policy is applicable to Promoters, Member of Promoter’s Group, all Directors, designated persons and third parties such as auditors, consultants etc. who are expected to have access to unpublished price sensitive information relating to the Company. The trading window of the Company is closed from the first day of the every quarter and it opens after the 48 hours of the declaration of financial results and on occurrence of any material events as per the code. The Audit Committee of the company shall review compliance with the provisions of these regulations at least once in a financial year and shall verify that the systems for internal control are adequate and are operating effectively. The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)’ in compliance with the PIT Regulations. The company also has a whistle-blower policy tomake employees aware of such policy to enable employees to report instances of leak of UPSI and a separate procedure for enquiry in case of leak of UPSI is also in place. The Code & policies are displayed on the Company’s website viz. www. heritagefoods.in. All Directors and Senior Management of the Company have affirmed the compliance of all policies for the financial year ended March 31, 2023. l) Appointment and Tenure of Directors: The Directors of the Company are appointed / reappointed by the Board on the recommendation of the Nomination and Remuneration Committee and approval of the members at the General Meetings. Independent Directors are appointed as per the applicable provisions of the Companies Act, 2013 and rules made thereof and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The Vice-Chairperson & Managing Director is not liable to retire by rotation but in compliance with Section 152(6) of the Companies Act, 2013 and rules made thereunder Executive Director of the Company is liable to retire by rotation. Mr. Angara Venkata Girija Kumar (DIN: 02921377) has been appointed as an Additional Director in the category of Heritage Foods Limited | 31st Annual report 2022-23 156
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