Name of the Committee Composition of the Committee Highlights of roles and responsibilities Rights Issue Committee* Mrs. N Bhuvaneswari (C) Mr. N Sri Vishnu Raju (M) Mrs. Aparna Surabhi(M) Mrs. N Brahmani(M) • To appoint, negotiate fees/remuneration/expenses and/or any other charges and enter into arrangements with Merchant banker(s), legal advisor(s), Banker(s), depository, registrar, Auditors, printer(s), monitoring agency if required and any other intermediaries, agencies or persons as may be required or desirable for giving effect to completion of rights issue process; • finalise the budget for expenses of the Rights Issue; • To provide any document or data to the intermediaries for the purpose of Rights issue. • approve and adopt the draft Letter of Offer, Letter of Offer, Application Form and such other as documents, as may be required for the Rights Issue, and file or submit the same with SEBI, stock exchanges and other concerned authorities and issue the same to the equity shareholders of the Company; • settle any question, difficulty or doubt of stock exchange, SEBI or such other authorities, whether regulatory or otherwise, as may be necessary in relation to the Rights Issue and that may arise in connection with the Rights Issue; • To do all acts, deeds, matters and things which they may, in their discretion, deem necessary or desirable for the purpose of the Rights Issue including any modification/correction thereof. C: Chairperson, M: Member * Dissolved with effect from October 18, 2023. Policies The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the corporate policies are available in the Company website (www.heritagefoods.in/ Investors/ policies). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows: Name of the policy Brief description Web link Whistleblower Policy (Policy on vigil mechanism) The Company has adopted the whistleblower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company’s code of conduct and ethics. It also provides for adequate safeguards against victimization of employees who availed the mechanism and also provides for direct access to the Chairperson of the Audit Committee. https://www.heritagefoods.in/policy Insider Trading Policy and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information The Company has adopted a Code of Conduct to Regulate, Monitor & Report Trading by Insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information as per the SEBI (Prohibition of Insider Trading) Regulation 2015, with a view to regulate trading in securities by the Directors and Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed and other certain situations. All Board of Directors and the designated employees have confirmed compliance with the Code. Policy and procedure of inquiry in case of leak or suspected leak of unpublished price sensitive information (“upsi”) The Policy aims to provide a framework for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information. Board's Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS 69 HERITAGE FOODS LTD | 32ND ANNUAL REPORT 2023-24
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