149 HERITAGE FOODS LTD | 32ND ANNUAL REPORT 2023-24 Corporate Governance Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS of Mrs. Aparna Surabhi (DIN: 01641633) as Non-Executive Independent Woman Director of the Company for second and final term with effect from April 1, 2024, to January 29, 2029. The approval of members through special resolution was taken on March 14, 2024, for the re-appointment of Mrs. N. Bhuvaneswari (DIN: 00003741) as Whole-time Director designated as Vice-Chairperson and Managing Director (VC&MD) of the Company for a further period of 5 years commencing from April 1, 2024, to March 31, 2029. The approval of members through special resolution was taken on March 14, 2024, for the re-appointment of Mrs. N. Brahmani (DIN: 02338940) as Whole-time Director designated as Executive Director of the Company for a further period of 5 years commencing from April 1, 2024 to March 31, 2029. m) BOARD COMMITTEES The Board of Directors of the Company are having 7 (Seven) Committees during the FY 2023-24 i.e. i. Audit Committee ii. Nomination & Remuneration Committee iii. Stakeholders Relationship Committee iv. CSR Committee v. Risk Management Committee vi. Management Committee vii. Rights Issue Committee The quorum for committee meetings is as per the Companies Act and SEBI Listing Regulation. The Company Secretary of the company is acting as the Secretary in each Committee. n) Frequency and Length of Meeting of the Committees of the Board Each Committee meets as often as necessary subject to minimum number and frequency as stipulated in its charter or as prescribed in the Act and Listing Regulations. The agenda for the Committee meeting is shared with all the members of the Committee at least 7 days in advance. 3. AUDIT COMMITTEE a) Brief description and term of reference: The Committee composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. Members of the Audit Committee possess financial accounting expertise/exposure. Terms of reference The terms of reference of the Audit Committee are in alignment with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, are as follows: I. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. II. Recommendation for appointment, remuneration and terms of appointment of auditors. III. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. IV. Reviewing with the management, the quarterly/ annual financial results/statements and auditor’s report thereon before submission to the Board for approval; - V. Reviewing with the management, the statement of uses/application of funds raised through an issue, the statement of funds utilized for purposes other than those stated in offer documents/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue and making appropriate recommendations to the board to take up steps in the matter. VI. Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process. VII. Approval or any subsequent modification of transactions of the Company with related parties. VIII. Scrutiny of inter-corporate loans and investments. IX. Valuation of undertakings or assets of the Company, wherever it is necessary. X. Evaluation of internal financial controls and risk management systems. XI. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems. XII. Reviewing the adequacy of internal audit function and discussion with the internal auditors of any significant findings and follow up thereon. XIII. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or
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