Corporate Governance is a system with which, an organization is structured. Corporate Governance integrates multi functions of an organization to fulfill the objectives with in the framework of all the stakeholders, society, Law of Government, and people at large. It is based on the principles of integrity, equity, transparency, accountability and commitment. Good governance practices stem from the culture and mindset of the organization. Heritage is committed good governance that creates long-term sustainable shareholder value.
A. Company’s Philosophy on Corporate of Governance
Heritage has integrated the value system in all spheres of activities involving people from all functional areas. It has initiated to comply with code of conduct for all the directors, senior staff and functional heads. The main focus is on highest levels of integrity, transparency responsibility and accountability. It is about best practices of business to be imbibed in to the culture of the organization and complying with value systems, ethical business practices, laws and regulations to achieve the main objectives of the company .
Heritage respects and provides information to stake holders about the performance and strives to be ahead of competition by taking all the risk assessment well in advance. At Heritage the focus is on its core strengths, value systems, hard working and strategic moves to be in the leading edge of new technology.
A brief report on the practices and compliances by your company is given below.
B. Board of Directors
Composition
Heritage has been one of the front runners in establishing broad based Directors with a balanced composition of Executive Director to Non executives Independent Directors ever since it went public.
The functions, responsibility, role and accountability of the Board are well defined. The detailed reports of the company activities and performances are periodically placed before the Board for effective decision-making.
Structure of the Board
| Name of the Director |
Category |
| Sri. D. Seetharamaiah |
Non- Executive Independent Chairman |
| Smt. N. Bhuvaneswari |
Vice Chairman and Managing Director |
| Dr. V. Nagaraja Naidu |
Non-Executive Director |
| Dr. N. R. Siva Swamy |
Non-Executive Independent Director |
| Dr. A. Appa Rao |
Non-Executive Independent Director |
| Sri. N. P. Ramakrishna |
Non-Executive Independent Director |
| Sri. N. Lokesh |
Executive Director |
Board & its committee Meetings and procedures
With a view to institutionalize all corporate affairs and set up systems and procedures for proper planning for matters requiring discussion/ decisions by the Board, the Company has defined the guidelines for the meetings of the Board and Committees thereof.
Scheduling and Selection of Agenda items for Board Meetings.
| (a) |
Minimum four Board meetings are held in each year, which are pre-scheduled after the end of the each financial year. Apart from the pre schedule Board meetings, additional Board meetings are convened by giving appropriate notice to address the specific needs of the Company. |
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| (b) |
The meetings are held at the Company’s Registered office at 6-3-541/C, Panjagutta, Hyderabad-500 082, and Andhra Pradesh, India. |
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| (c) |
The information placed before the Board includes. |
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Quarterly results for the Company and its operating divisions or business segments |
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Minutes of the meeting of the Audit Committee and other committees of the Board |
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Non-compliance of any regulatory, statutory nature or listing requirements and shareholders services such as non payment of dividend, delay in share transfer etc. |
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Quarterly summery of all long term borrowings, bank guarantees issued and investments made etc |
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Recommending/ Declaring dividend |
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General Notice of Interest of Directors |
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Terms of reference of the Board committees |
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Any material default in financial obligations to and by the Company etc. |
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Board materials Distributed in advance
Agenda and Notes on agenda are circulated to the Directors, in advance, in the defined Agenda format. All material information is incorporated in the Notes on Agenda for facilitating meaningful and focused discussions at the meeting for tacking proper decisions.
Recording Minutes of proceedings at Board Meeting
The Company Secretary records the minutes of the proceedings of each Board and Committee meetings. Draft minutes are circulated to all the members of the board/ committee for their comments. The finalized minutes of proceedings of a meeting are entered in the Minutes Book within 30 days from the conclusion of that meeting.
Compliance
The Company Secretary while preparing the Agenda, Notes on agenda, Minutes etc is responsible for and is required to ensure adherence to all the applicable laws regulations including the Companies Act, 1956 read with the Rules issued there under and to the extent feasible, the Secretarial Standards recommended by the Institute of Company Secretaries of India, New Delhi.
C. Board Committees
1. Audit Committee
The Board has constituted Audit Committee, comprising three Non- Executive Independent Directors and one Non-Executive Director. Majority of the members of the Audit Committee posses financial / accounting expertise. The constitution of audit committee meets the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing agreement.
The primary objective of the audit committee is to monitor and effectively supervise the Company’s financial reporting.
a) Terms of Reference
| 1) |
To provide direction and to oversee the operations of the audit functions of the Company. |
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| 2) |
To review the internal control and audit systems with special emphasis on their quality and effectiveness. |
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| 3) |
To review Quarterly, Half yearly and Annual financial results before submission to the Board. |
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| 4) |
To investigate into any matter in relation to the items specified in Section 292A of the Companies Act, 1956 or referred by the Board. |
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| 5) |
To have full access to information contained in the records of the Company and external advice, if necessary. |
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| 6) |
To review matters required being included in the Directors’ responsibility statement to be included in the Board’s report in terms of clause (2AA) of Section 217 of the Companies Act, 19566) To review matters required being included in the Directors’ responsibility statement to be included in the Board’s report in terms of clause (2AA) of Section 217 of the Companies Act, 1956. |
Composition of the Audit Committee
| Name |
Designation |
Status |
| Sri. D. Seetharamaiah |
Chairman |
Non-Executive Independent Director |
| Dr. A. Appa Rao |
Member |
Non-Executive Independent Director |
| Dr. N. R. Siva Swamy |
Member |
Non-Executive Independent Director |
| Dr. V. Nagaraja Naidu |
Member |
Non-Executive Director |
Sri Umakanta Barik, Company Secretary is the Secretary to the Audit Committee.
2. Remuneration Committee
The Board has constituted the remuneration Committee comprising three Non Executive Independent Directors . The Remuneration Committee has been constituted to recommend / review the remuneration of Managing Directors / Full Time Directors, based on their performance. The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodic basis and attracting new talents and retaining them. While deciding the remuneration, the Committee takes into account the financial position of the Company, trend in the Industry, Appointee's qualification, experience, past performance, past remuneration etc.
Composition of the Remuneration Committee
| Name |
Designation |
Status |
| Sri. D. Seetharamaiah |
Chairman |
Non-Executive Independent Director |
| Dr. A. Appa Rao |
Member |
Non-Executive Independent Director |
| Dr. N. R. Siva Swamy |
Member |
Non-Executive Independent Director |
3. Share Transfer and Shareholders'/ Investors' Grievance Redressal Committee
a) Terms of reference
The Board has constituted Share transfer and Shareholders'/ Investors' Redressal Committee, to look into grievance/issue of share holders/investors relating to non-receipt of dividend, non-receipt of Balance Sheet, Shares sent for transfer etc.
The Directors periodically reviewed the investor's complaints received and redressed. The committee also monitors the implementation and compliance of the Company's Code of Conduct.
The committee also reviews the performance of share transfer agent and recommends improving overall quality services to share holders.
Presently, the share transfers which are received in physical form are processed and the share certificates returned within 15 days from the date of receipt, subject to the documents being valid and complete in all respects.
The Board has delegated the authority for approving transfer, transmission etc of the company's securities to the share transfer committee. A summary of share transfer/ transmission of the securities of the company so approved by the committee is placed at every Board Meeting.
Composition
| Name |
Designation |
Status |
| Sri. D. Seetharamaiah |
Chairman |
Non-Executive Independent Director |
| Sri. N. P. Ramakrishna |
Member |
Non-Executive Independent Director |
| Dr. V. Nagaraja Naidu |
Member |
Non-Executive Director |
| Smt. N. Bhuvaneswari |
Member |
Vice Chairman & Managing Director |
D. Disclosures
There are no transactions of material nature undertaken by the company with its promoters, directors, their relatives or the management that may have a potential conflict with the interest of the company. Disclosure on transactions with related party as required under Accounting Standard 18 has been incorporated in the notes on Accounts forming part of the Annual Report every year.
The Company circulated the Code of Conduct among all the Board members and senior management personnel and affirms that they are complying with the code on an annual basis. The total text of the Code of Conduct is posted on the company's website. viz. www.Heritagefoods.co.in |
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