Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013 The following explanatory Statement sets out all the material facts relating to the Special Business mentioned in Item No. 4 to 9 of the Notice of 31st AGM dated May 25, 2023: Item No: 4 With a view to broad base the Board with respect to composition of Board of Directors of the Company, the Board at its Meeting held on May 25, 2023, on the recommendations of the Nomination and Remuneration Committee, inducted Mr. Angara Venkata Girija Kumar (DIN: 02921377), as an Additional Director in the category of Non- Executive Independent Director of the Company for a term of 5 (fi ve) consecutive years w.e.f. June 01, 2023, subject to the approval of shareholders of the Company. Mr. Angara Venkata Girija Kumar (DIN:02921377) has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Companies Act,2013 along with the rules framed thereunder and Regulation 16(1)(b) of SEBI Listing Regulations. The Company has received notice in writing from a member under Section 160 of the Companies Act, 2013 proposing the candidature of Mr. Angara Venkata Girija Kumar as a Non-Executive Independent Director of the Company. Mr. Angara Venkata Girija Kumar (DIN: 02921377) aged about 63 years is a B.COM, MBA, AIII with experience of nearly 40 years. Presently, he is an Independent Director (Board Member), on the Board of M/s. Royal Sundaram General Insurance Company Limited and he is a Member of (the First) Financial Services Institutions Bureau under Ministry of Finance (Appointed by Appointments Committee of the Cabinet, Govt. of India). He was a Former Chairman and Managing Director of Oriental Insurance Company Limited and retired from service on 31st May 2020, upon attaining the age of superannuation. He held the following positions concurrently at the time of superannuation: • Chairman (Non- Executive), Board of Directors, India International Insurance Pte Ltd, Singapore (S & P “A” rated Insurance Co. promoted by four PSU General Insurance companies) • Chairman, Health Insurance TPA Ltd. (Promoted by four PSU General Insurance Companies and General Insurance Corporation of India) • Chairman, General Insurance Council - which is an industry body representing 44 public and private sector general insurers, reinsurers, and stand-alone health insurance companies in India. • Chairman, General Insurers Public Sector Association (GIPSA)- body representing public sector general insurance companies in India. • He was also a Board Member Agriculture Insurance Company Ltd, GIC Housing Finance Co. Ltd, and Member of the Governing Board of National Insurance Academy. • He was a Non- Executive/ Independent Director on the Board of ITC Ltd for six years (2010- 2016) • He joined as a Direct Recruit officer in New India Assurance Co. Ltd in 1980 and had a distinguished Professional Record of 40 years in Public Sector General Insurance Industry having worked in all four PSU GI Companies. • He was a Member of the Boards since May 2010 till his superannuation in May 2020 and served on the Boards of National Insurance, United India Insurance and Oriental Insurance Co. Ltd. over Ten years as a Whole- Time Director. • During 2005- 2007, he was posted in Riyadh, as General Manager, with the responsibility of setting up a Composite Insurance Co. in Saudi Arabia (a JV among LIC , New India and a local business group as per local regulations).He was also responsible for getting it listed . In compliance with Listing Regulations and Secretarial Standards-2 on General Meetings, the brief resume of Mr. Angara Venkata Girija Kumar (DIN: 02921377) is separately annexed and forming part of this notice. The Board considers that association of Mr. Angara Venkata Girija Kumar (DIN: 02921377) as a Non-Executive Independent Director would be of immense benefi t to the Company. In the opinion of the Board, Mr. Angara Venkata Girija Kumar (DIN: 02921377) fulfi lls the conditions for his appointment as an Independent Director as specifi ed in the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 as amended from time to time. A copy of the draft letter of appointment of Mr. Angara Venkata Girija Kumar (DIN: 02921377) has been uploaded on the website of the company at www.heritagefods.in and available for inspection. Save and except the appointee, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, fi nancially or otherwise, in the resolution set out at Item No.4 of the Notice. Heritage Foods Limited | 31st Annual report 2022-23 60
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