155 HERITAGE FOODS LTD | 32ND ANNUAL REPORT 2023-24 Corporate Governance Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS (` in Millions) Name Sitting Fees Remuneration Perquisites/ Perks Performance / Annual Pay Total Independent Directors Mr. N Srivishnu Raju* 0.40 - - - 0.40 Mr. Rajesh Thakur Ahuja 0.85 - - - 0.85 Mrs. Aparna Surabhi 0.76 - - - 0.76 Mr. M.P. Vijay Kumar 0.70 - - - 0.70 Mr. A. V. Girijakumar# 0.39 - - - 0.39 Non-Executive Directors Dr. V Nagaraja Naidu 0.56 - - - 0.56 Whole-time Directors Mrs. N. Bhuvaneswari - 18.00 - 59.62 77.62 Mrs. N Brahmani - 9.00 - 53.10 62.10 * 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. ii. Details of fixed component and performance linked incentives, along with the performance criteria: The Non-Executive Directors of the Company were paid only sitting fees and reimbursement of actual expenses for attending the Board/ Committee meetings. The performance criteria for two Executive Directors/Wholetime Directors entitled for Performance Linked Incentive as determined by the Nomination & Remuneration Committee, Board of Directors and approved by the members of the Company. iii. Service contracts, notice period, severance fees: The Company has entered service contract/issued appointment letter with Executive Directors having a 3 months’ notice period either side and there are no severance fees involved for any of its directors of the Company. The Company also has issued appointment letter to non-executive independent Director(s) as prescribed by the companies Act and applicable regulations. iv. Stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable: The Company has not granted any stock option to any of its directors. Mrs. N Bhuvaneswari and Mrs. N Brahmani Executive/ Whole-time Directors of the Company are holding 2,26,11,525 and 4,30,952 equity shares of face value of ₹5 each of the Company respectively as on March 31, 2024. Besides dividend on equity shares, if any, held by the Directors and payments as mentioned above, no other payments have been made nor have the Directors of the company entered into any transactions of pecuniary nature. 7. GENERAL BODY MEETINGS a) Location and time, where the last three annual general meeting held: The date & time of Annual General Meetings for the last three Financial Year i.e. 2022-23, 2021-22 & 2020-21 are as follows: Financial year ended Date and time Venue March 31, 2023 August 22, 2023 at 10.00 am Through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) without physical presence of the members at a common venue, in compliance with the circulars issued by Ministry of Corporate Affairs and Securities & Exchange Board of India. The deemed venue was the Registered Office of the Company. March 31, 2022 July 29, 2022 at 10.00 am March 31, 2021 July 30, 2021 at 10:30 am
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