150 32ND ANNUAL REPORT 2023-24 | HERITAGE FOODS LTD Corporate Governance Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; XIV. Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; XV. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, members and creditors; XVI. Review the functioning of whistle blower mechanism; XVII. Monitoring the Compliances as per the provisions of SEBI (PIT) Regulations, 2015; XVIII.Approval of appointment of Chief Financial Officer; XIX. Reviewing the utilization of loans and/or advances from/ investment by the holding company in the subsidiary exceeding ₹ 1,000 million or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/investments existing as on the date of coming into force of this provision; XX. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders. b) Composition, name of the members and chairperson: Composition of the Committee as on March 31, 2024: Name Designation Category Mrs. Aparna Surabhi Chairperson Non Executive Independent Women Director Mr. N Srivishnu Raju* Member Non Executive Independent Director Mr. Rajesh Thakur Ahuja Member Non Executive Independent Director Mr. M.P. Vijay Kumar Member Non Executive Independent Director Mr. A V Girijakumar# Member Non Executive Independent Director Dr. V. Nagaraja Naidu Member Non Executive Director * Mr. N Srivishnu Raju ceased to be a member of the committee w.e.f. October 21, 2023. # Mr. A V Girijakumar appointed as a member of the committee w.e.f. October 21, 2023. c) Meeting and attendance during the year: Five meetings of the Audit Committee were held during the financial year 2023-24, i.e. May 25, 2023, July 31, 2023, October 18, 2023, January 29, 2024 and March 19, 2024. The attendance details of the Committee Meeting are as follows: Name No. of Meetings Held Attended Mrs. Aparna Surabhi 5 5 Mr. N Srivishnu Raju* 5 2 Mr. Rajesh Thakur Ahuja 5 5 Mr. M.P. Vijay Kumar 5 5 Mr. A V Girijakumar# 5 2 Dr. V Nagaraja Naidu 5 5 * Mr. N Srivishnu Raju ceased to be a member of the committee w.e.f. October 21, 2023. # Mr. A V Girijakumar appointed as a member of the committee w.e.f. October 21, 2023. Mrs. N. Bhuvaneswari, Vice Chairperson & Managing Director, Mrs. N. Brahmani, Executive Director, Dr. M. Sambasiva Rao, President, Mr. A Prabhakara Naidu, Chief Financial Officer, Mr. Srideep N Kesavan, Chief Executive officer and Mr. J Samba Murthy, Chief Operating Officer of the Company are permanent invitees and Auditors are also invited to the Audit Committee Meeting, Mr. Umakanta Barik, Company Secretary & Compliance Officer is the Secretary to the Committee. 4. NOMINATION & REMUNERATION COMMITTEE a) Brief description of terms of reference: The terms of reference, constitution, powers, quorum and other matters in relation to the Nomination and Remuneration Committee (NRC) are as per of the Regulation 19 read with Part D of Schedule II of SEBI Listing Regulations, Section 178 of the Companies Act, 2013 as amended from time to time. i. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to for remuneration for the directors, key managerial personnel and other employees; ii. Formulation of criteria for evaluation of performance of Independent Directors and the board of directors; iii. Devising a policy on diversity of board of Directors; iv. Identifying persons who are qualified to become of Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors for their appointment and removal;
RkJQdWJsaXNoZXIy NTE5NzY=