154 32ND ANNUAL REPORT 2023-24 | HERITAGE FOODS LTD Corporate Governance Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS Barik Company Secretary & Compliance Officer of the Company is the Secretary to the Committee. 5(D).Management Committee The terms of reference of the Management Committee is to consider and dispose off any day to day matters, with a view to ensuring smooth operations and timely action/ compliances. The Committee meets at frequent intervals and disposes matters which are of urgent in nature without having to wait for the next Board Meeting and those items are not statutory require for the approval of the Board. Composition, name of members and chairperson: Composition of the Committee as on March 31, 2024: Name Designation Category Mrs. N. Bhuvaneswari^ Chairperson Executive Director Mr. Aparna Surabhi Member Non-Executive Independent women Director Mr. M.P. Vijay Kumar Member Non-Executive Independent Director Mr. N Srivishnu Raju* Member Non-Executive Independent Director Mr. A V Girijakumar# Member Non-Executive Independent Director ^ Mrs. N. Bhuvaneswari appointed as a Chairperson of the committee w.e.f. October 21, 2023. * 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. No Management Committee meetings was held during the financial year 2023-24. 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 to the Committee Meeting, Mr. Umakanta Barik Company Secretary & Compliance Officer is the Secretary to the Committee. 5(E).Rights Issue Committee The Rights Issue Committee formed on September 30, 2022, was dissolved with effect from October 18, 2023 upon completion of the Corporate Action i.e. Rights issue of equity shares. The members of the committee relived from their duties of the Committee upon dissolution of the Committee. 6. REMUNERATION OF DIRECTORS The Nomination and Remuneration Committee determines and recommends to the Board the compensation payable to director(s). All Board-level compensation shall be approved by the members and disclosed separately in the financial statements. Remuneration for the Vice- Chairperson & Managing Director and Executive Director consists of fixed component and variable component. The compensation payable to the Independent/ Non-Executive Directors is limited to sitting fees and reimbursement of actual conveyance, travelling and other expenses for attending the Board & Committee meeting(s), as approved by the Board and members, as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time. a) All pecuniary relationship or transactions of the Non-Executive Directors: There is no pecuniary relationship or transactions between the company and Non-Executive directors except the sitting fees they are getting for attending the board/committee meeting and dividend on shares held by him/her. b) Criteria of making payments to Non-Executive Directors: The Non-Executive Directors are paid remuneration by way of Sitting Fees and reimbursement of actual expenses for attending the Board/ Committee Meeting. The Non- Executive Directors/ Independent Directors do not have any material pecuniary relationship or transactions with the Company. The Performa appointment letter of the Non-Executive Director including the payment thereof is available in the website of the Company i.e. https://www.heritagefoods.in/uploads/investors/ pdf/15583611854draft-apt-letter-forexecu-dirt.pdf. The details of the amount paid to all Directors are disclosed in point no. 6(c)(i) of the Corporate Governance Report section in the Annual Report. c) Other disclosures with respect to remuneration: i. All elements of remuneration of individual directors summarized under major groups such as salary, benefits, bonuses, stock options, pensions etc: The Details of remuneration paid/ payable for the year ended March 31, 2024 is as follows:
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