xvi. Review the functioning of whistle blower mechanism; xvii. Monitoring the Compliances as per the provisions of SEBI (PIT) Regulations, 2015; xviii. Approval of appointment of Chief Financial Officer; xix. Reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding ₹ 1,000 million or 10% of the asset size of the subsidiary, whichever is lower including existing loans/advances/investments existing as on the date of coming into force of this provision; xx. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders; xxi. Such other matter as prescribed under Part-C of Schedule-II of SEBI Listing Regulation and from time to time be required under any statutory, contractual or other regulatory requirement xxii. Apart from the aforementioned terms of reference, the Audit Committee mandatorily monitors and provides an effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Audit Committee oversees the work carried out in the financial reporting process by the Management, the internal auditors and the statutory auditors. The committee has the ultimate authority and responsibility to select, evaluate and where appropriate, replace the statutory auditors in accordance with the law. All possible measures were taken by the committee to ensure the objectivity and independence of the statutory auditors. b) Composition, name of the members and chairperson: Composition of the Committee as on March 31, 2023: Name Designation Category Mrs. Aparna Surabhi Chairperson Non Executive Independent Women Director Mr. NSrivishnuRaju Member Non Executive Independent Director Mr. RajeshThakur Ahuja Member Non Executive Independent Director Mr. M.P. Vijay Kumar Member Non Executive Independent Director Dr. V. Nagaraja Naidu Member Non Executive Director c) Meeting and attendance during the year: Five meetings of the Audit Committee were held during the financial year 2022-23, i.e. May 27 2022, July 29, 2022, October 18, 2022, January 20, 2023, and March 23, 2023. The attendance details of the Committee Meeting are as follows:- Name No. of Meetings Held Attended Mrs. Aparna Surabhi 5 5 Mr. N Srivishnu Raju 5 4 Mr. Rajesh Thakur Ahuja 5 4 Mr. M.P. Vijay Kumar 5 5 Dr. V Nagaraja Naidu 5 5 Mrs. N. Bhuvaneswari, Vice Chairperson & Managing Director, Mrs. N. Brahmani, Executive Director, Dr. M. Sambasiva Rao, President, Mr. A Prabhakara Naidu, Chief Financial Officer, Mr. Srideep M Kesavan, Chief Executive officer and Mr. J Samba Murthy, Chief Operating Officer of the Company are permanent invitees and Auditors are also invited to the Audit Committee Meeting, Mr. Umakanta Barik, Company Secretary & Compliance Officer is the Secretary to the Committee. 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 of 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 relating to for remuneration for the directors, key managerial personnel and other employees; Heritage Foods Limited | 31st Annual report 2022-23 158
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