145 HERITAGE FOODS LTD | 32ND ANNUAL REPORT 2023-24 Corporate Governance Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS • 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 non-payment 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 Listing Regulations. All the decisions taken by the Board and its Committees are promptly communicated to the concerned departments or divisions. All the Post Board Meeting filings on the Stock Exchange / Registrar of Companies are done as per the requirement of the SEBI Listing Regulations and Companies Act, 2013 and rules made there under as amended from time to time. Action taken/status reports on decisions of the previous meeting(s) are followed-up and placed at the next meeting for information and further recommended actions, if any. Selection of Independent Directors Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/profession and who can effectively contribute to the Company’s business and policy decisions are considered by the Nomination and Remuneration Committee for appointment as Independent Director on the Board. The Committee, inter alia, considers qualification positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other Companies by such persons in accordance with the Company’s Policy for Selection of Directors and determining Directors’ independence. The Committee evaluates the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. The Board considers the Committee’s recommendation and takes appropriate decision. Meetings of Independent Directors Pursuant to Schedule IV of the Companies Act, 2013 & Rules made there under and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the independent directors of the Company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of the Management. The meeting shall review the performance of non-independent directors and the Board as a whole; review the performance of the Chairperson of the Board, taking into account the views of the executive directors and non-executive directors; assess the quality, quantity and timeliness of flow of information between the Management and the board that is necessary for it to effectively and reasonably perform its duties. One meeting of Independent Directors was held during the year i.e. on May 25, 2023. Succession planning The Nomination and Remuneration Committee works with the Board on the leadership succession plan, and also prepares contingency plans for succession in case of any exigencies. b) Attendance of each Director at the meeting of the Board of Directors and last Annual General Meeting: Name No. of Board Meetings Attendance at last AGM August 22, 2023 Held Attended Independent Director Mr. N. Srivishnu Raju* 5 2 Yes Mr. Rajesh Thakur Ahuja 5 5 Yes Mrs. Aparna Surabhi 5 5 Yes Mr. M.P. Vijay Kumar 5 5 Yes Mr. A V Girijakumar# 5 4 Yes Non-Executive Director Dr. V. Nagaraja Naidu 5 5 Yes Whole-time Director Mrs. N Bhuvaneswari 5 5 Yes Mrs. N Brahmani 5 5 Yes * Mr. N. Srivishnu Raju ceased to be an Independent Director being completion of his second and final term w.e.f. 21.10.2023 # Mr. A V Girijakumar has been appointed as a Non-Executive Independent director w.e.f. 01.06.2023 for a period of 5 consecutive years. Video conferencing facilities and other audio-visual means are provided to the Directors to participate in the meetings.
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