146 32ND ANNUAL REPORT 2023-24 | HERITAGE FOODS LTD Corporate Governance Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS c) Name and number of other board of directors or committees in which a director is a member or chairperson as on March 31, 2024: Name No. of other Directorships* (Including Heritage Foods) Committee Memberships^ (Including Heritage Foods) Category of Directorship and name of the other listed Company(s) as on 31-03-2024 Member Chairperson Non-Executive Independent Director Mr. A V Girijakumar# 1 2 - Nil Mr. Rajesh Thakur Ahuja 5 2 - Nil Mrs. Aparna Surabhi 5 1 1 Nil Mr. M. P. Vijay Kumar 4 3 1 Geogit Financial Services - Non Executive Independent Director Life Insurance Cooperation of India - Non Executive Independent Director Non-Executive Director Dr. V. Nagaraja Naidu 3 2 1 Nil Whole-time Director Mrs. N Bhuvaneswari 5 1 - Nil Mrs. N Brahmani 6 - - Nil * The directorships held by directors as mentioned above, does not include directorships in Foreign Companies. # Mr. A V Girijakumar has been appointed as a Non-Executive Independent director w.e.f. 01.06.2023. ^ In accordance with Regulation 26 of the Listing Regulations, Membership(s) / Chairmanship(s) of only Audit Com March 19, 2024. The necessary quorum was present for all the meetings. The tentative dates for Board meetings in the ensuing financial year are decided in advance and published as part of the Annual Report. The Chairperson of the Board and the Company Secretary & Compliance Officer, drafts the agenda for each meeting, along with explanatory notes, in consultation with the Vice Chairperson & Managing Director and communicate these in advance to the Directors. Every Board member can suggest the inclusion of additional items in the agenda. The Board meets at least once a quarter to review the quarterly results and other items on the agenda. Additional meetings are held when necessary. e) Disclosure of relationship between directors inter-se: As on March 31, 2024, the Board consists of Seven (7) members, out of which (2) are Executive/Whole-time Women Directors, three (3) are Non-Executive Independent Directors, one (1) is Non-Executive Independent Woman Director and one (1) is Non- Executive Director. None of the Directors has relations with each other except Executive Director/Whole-time director of the Company. Mrs. N. Brahmani, Executive Director of the Company is the daughter-in-law of Mrs. N Bhuvaneswari, Vice Chairperson & Managing director of the Company. f) Number of shares and convertible instruments held by Non-executive Directors: None of the Non-executive Directors of the Company are having any shares or convertible instruments as on March 31, 2024. g) Familiarisation programmes for Board Members On being introduced onto the board of the company, every Director is given an induction and is made aware about the organisations Vision, mission, Challenges, risk and opportunities. The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarise with the Company’s procedures and practices. Periodic presentations are made at the Board and its Committee Meetings, on business and performance updates of the Company and business strategy. Detailed presentations on the Company’s business segments were made at the meetings of the Directors held during the year. Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company. By apprising the Board with up-to-date information about the organisation and its business, your company ensures that the Board is updated about the regular workings of the company. The details of familiarization programme attended by Independent Directors is available on the website at https://www.heritagefoods.in/ familiarization-programme. The Statutory Auditors, Internal Auditors and Senior Management of the Company make presentations to the Board of Directors regarding regulatory changes from time to time while approving the Financial Results. h) Skills/Expertise/Competencies of the Board of Directors The following is the list of core skills/expertise/ competencies identified by the Board of Directors as
RkJQdWJsaXNoZXIy NTE5NzY=