6. REMUNERATION OF DIRECTORS The Nomination and Remuneration Committee determines and recommends to the Board the compensation payable to director(s). All Board-level compensation shall be approved by the members and disclosed separately in the financial statements. Remuneration for the Vice- Chairperson & Managing Director and Executive Director consists of fixed component and variable component. The compensation payable to the Independent/ Non-Executive Directors is limited to sitting fees and reimbursement of actual conveyance, travelling and other expenses for attending the Board & Committee meeting(s), as approved by the Board & members, as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time. The performance of the Independent Directors are reviewed by the Board on an annual basis. a) All pecuniary relationship or transactions of the Non-Executive Directors: There is no pecuniary relationship or transactions between the company and Non-Executive directors except the sitting fees they are getting for attending the board/committee meeting and dividend on shares held by him/her. b) Criteria of making payments to Non-Executive Directors: The Non-Executive Directors are paid remuneration by way of Sitting Fees and reimbursement of actual expenses for attending the Board/ Committee Meeting. The Non-Executive Directors/ Independent Directors do not have any material pecuniary relationship or transactions with the Company. The Performa appointment letter of the Non-Executive Director including the payment thereof is available in the website of the Company i.e. https://www.heritagefoods.in/investors/Policy/Draft_Appointment_Letter-_NonExecutive_Independent_Director.pdf. The details of the amount paid to all Directors are disclosed in point no. 5(c)(i) of the Corporate Governance Report section in the Annual Report. c) Other disclosures with respect to remuneration: i. All elements of remuneration of individual directors summarized under major groups such as salary, benefits, bonuses, stock options, pensions etc: The Details of remuneration paid/payable for the year ended March 31, 2023 is as follows: (₹ in Millions) Name Sitting Fees Remuneration Perquisites/ Perks Performance / Annual Pay Total Independent Directors Mr. N Srivishnu Raju 0.79 - - - 0.79 Mr. Rajesh Thakur Ahuja 0.69 - - - 0.69 Mrs. Aparna Surabhi 0.88 - - - 0.88 Mr. M.P. Vijay Kumar 0.79 - - - 0.79 Non Executive Directors Dr. V Nagaraja Naidu 0.68 - - - 0.68 Whole-time Directors Mrs. N. Bhuvaneswari - 18.00 - 29.90 47.90 Mrs. N Brahmani - 9.00 0.75 28.57 38.32 ii. Details of fixed component and performance linked incentives, along with the performance criteria: The Non-Executive Directors of the Company were paid only sitting fees and reimbursement of actual expenses for attending the Board/ Committee meetings. The performance criteria for two Executive Directors/Whole-time Directors entitled for Performance Linked Incentive as determined by the Nomination & Remuneration Committee, Board of Directors and approved by the members of the Company at their meeting held on March 12, 2019. 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. 163 Corporate Governance | Statutory Reports
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