153 HERITAGE FOODS LTD | 32ND ANNUAL REPORT 2023-24 Corporate Governance Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS Composition, name of members and chairperson: Composition of the Committee as on March 31, 2024: Name Designation Category Mr. Rajesh Thakur Ahuja Chairperson Non-Executive Independent Director Mrs. N Bhuvaneswari Member Executive Director Mr. N Srivishnu Raju* Member Non-Executive Independent Director Mrs. Aparna Surabhi Member Non-Executive Independent Woman Director Mr. A V Girijakumar# Member Non-Executive Independent Director * Mr. N Srivishnu Raju ceased to be a chairperson 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. Two (2) Risk Management committee meetings were held during the financial year 2023-24 i.e. on September 15, 2023 and January 29, 2024. Risk Management committee Attendance: Name No. of Meetings Held Attended Mr. Rajesh Thakur Ahuja 2 2 Mrs. N Bhuvaneswari 2 1 Mr. N Srivishnu Raju* 2 1 Mrs. Aparna Surabhi 2 2 Mr. A V Girijakumar# 2 1 * Mr. N Srivishnu Raju ceased to be a chairperson 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. Brahmani, Executive Director, Dr. M. Sambasiva Rao, President, Mr. A Prabhakara Naidu, Chief Financial Officer and Mr. Srideep N Kesavan, Chief Executive officer of the Company are invitees and Mr. Umakanta Barik, Company Secretary & Compliance Officer is the Secretary to the Committee. 5(B).Senior management: Particulars of senior management including the changes therein since the close of the previous financial year. During the year under review there was no changes in Senior Management of the Company. 5(C).Corporate Social Responsibility Committee (CSR) The Corporate Social Responsibility Committee is constituted in pursuance to the Provision of Section 135 of the Companies Act, 2013 and the rules made there under as amended from time to time. The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of ‘Corporate Social Responsibility policy’ observe good practices at all levels, and to suggest remedial measures wherever necessary. The Committee’s constitution and terms of reference meet with the requirements of the Companies Act, 2013 and rules made thereof as amended from time to time. Composition, name of members and chairperson: Composition of the Committee as on March 31, 2024: Name Designation Category Mr. Rajesh Thakur Ahuja Chairperson Non-Executive Independent Director Mr. N Srivishnu Raju* Member Non-Executive Independent Director Mrs. N. Bhuvaneswari Member Executive Director Mr. A V Girijakumar# Member Non-Executive Independent Director * Mr. N Srivishnu Raju ceased to be a chairperson 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. The committee shall be overseeing the activities/ functioning with regards to Company’s project/ works of implementing partners, being an external agency for implementation of the CSR activities of the Company and identifying the areas of CSR activities, programs and execution of initiatives as per predefined guidelines/policy. One (1) CSR Committee meeting was held during the financial year 2023-24 on July 31, 2023. The attendance details of the Committee Meeting are as follows: Name No. of Meetings Held Attended Mr. Rajesh Thakur Ahuja 1 1 Mr. N Srivishnu Raju* 1 1 Mrs. N Bhuvaneswari 1 1 Mr. A V Girijakumar# 1 - * Mr. N Srivishnu Raju ceased to be a chairperson 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 Brahmani, Executive Director, Dr. M Sambasiva Rao, President and Mr. A Prabhakara Naidu Chief Financial Officer of the Company are permanent invitees to the Committee Meeting. Mr. Umakanta
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