roadmap for all the Directors, Officers and Employees to follow as they perform their day-to-day responsibilities with the highest ethical standards. The Code of Conduct also ensures that all members of company perform their duties in compliance with applicable laws and in a manner that is respectful of each other and the company’s relationships with its customers, suppliers and shareholders, as well as the communities and regulatory bodies where the Company does business. Appointment/Re-Appointment During the year under review, Mr. Angara Venkata Girijakumar (DIN: 02921377) (herein after called as A. V. Girijakumar) has been appointed as a Non-Executive Independent Director of the Company w.e.f. June 01, 2023, for a period of 5 consecutive years, the said appointment was approved by shareholders at the 31st Annual General Meeting of the Company held on August 22, 2023. Mr. A. V. Girijakumar (DIN: 02921377) has been appointed as a Chairperson of the Company, in accordance with applicable provisions of the Companies Act, 2013, SEBI LODR, Secretarial Standard-1 & 2 and Articles of Association of the Company, with effect from October 18, 2023 till decided otherwise by the Board subject to a maximum period up to 31st May 2028 (being the end of his first term of 5 years). The approval of members through special resolution was taken on March 14, 2024, for the re-appointment 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. Retirements and Resignations During the year under review, Mr. N Sri Vishnu Raju (DIN:00025063) ceased to be the Non-Executive Independent Director of the Company upon his completion of second and final term of five years wef. the closing business hour on October 21, 2023. In terms of the provisions of Section 152 of the Companies Act, 2013 and rules made thereunder, Dr. V. Nagaraja Naidu (DIN:00003730) Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and does not offer himself for reappointment. He shall ceased to be director wef. August 21, 2024 and the Board proposes that the vacancy caused by his retirement be not filled-up now. Key Managerial Personnel During the year under review, the Company is having the following persons as Key Managerial Personnel. Name of the Official DIN/M. No Designation Mrs. N. Bhuvaneswari 00003741 Vice Chairperson & Managing Director Mrs. N. Brahmani 02338940 Executive Director Mr. A Prabhakara Naidu FCA 200974 Chief Financial Officer Mr. Umakanta Barik FCS 6317 Company Secretary& Compliance Officer Dr. M Sambasiva Rao - President Mr. Srideep Madhavan Nair Kesavan* - Chief Executive Officer *Hereinafter referred as Mr. Srideep M Kesavan Committees of the Board The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope: a) Audit Committee b Nomination and Remuneration Committee c) Corporate Social Responsibility Committee d) Stakeholders’ Relationship Committee e) Risk Management Committee f) Management Committee g) Rights Issue Committee (Dissolved with effect from October 18, 2023) During the Year under review, upon cession of Mr. N Sri Vishnu Raju (DIN:00025063) Non-Executive Independent Director and upon induction of Mr. A. V. Girijakumar as Non-Executive Independent Director the Board members reconstituted the Committees of the Board. Board's Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS 67 HERITAGE FOODS LTD | 32ND ANNUAL REPORT 2023-24
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