heritage at glance

7/31/2019 Heritage at Glance

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HERITAGE AT GLANCE:

The Heritage Group, founded in 1992 by Sri Nara Chandra Babu Naidu, is one of the fastest

growing Private Sector Enterprises in India, with four-business divisions viz., Dairy, Retail,

Agri, and Bakery under its flagship Company Heritage Foods (India) Limited (HFIL). The

annual turnover of Heritage Foods crossed Rs.1096 crores in 2010-11.

Presently Heritages milk products have market presence in Andhra Pradesh, Karnataka, Kerala,

Tamil Nadu, Maharastra and Orissa and its retail stores across Bangalore, Chennai andHyderabad. Integrated agri operations are in Chittoor and Medak Districts and these are

backbone to retail operations and the state of art Bakery division at Uppal, Hyderabad,

AndhraPradesh.

In the year 1994, HFIL went to Public Issue to raise resources, which was oversubscribed 54

times and its shares are listed under B1 Category on BSE (Stock Code: 519552) and NSE (Stock

Code: HERITGFOOD)

MISSION VISION:

Mission Bringing prosperity into rural families of India through co-operative efforts and providing

customers with hygienic, affordable and convenient supply of " Fresh and Healthy " food products.

Vision To be a progressive billion dollar organization with a pan India foot print by 2015.

To achieve this by delighting customers with "Fresh and Healthy" food products, those are a benchmark

for quality in the industry.

We are committed to enhanced prosperity and the empowerment of the farming community throughour unique "Relationship Farming" Model.

To be a preferred employer by nurturing entrepreneurship, managing career aspirations and providing

innovative avenues for enhanced employee prosperity.

CORPORATE GOVERNANCE:

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 theframework 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. Goodgovernance practices stem from the culture and mindset of the organization. Heritage is

committed good governance that creates long-term sustainable shareholder value.

A. Companys Philosophy on Corporate of GovernanceHeritage has integrated the value system in all spheres of activities involving people from all


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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 responsibilityand 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 leadingedge 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 wentpublic.

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 Chairperson and Managing Director

Dr. V. Nagaraja Naidu Non-Executive DirectorDr. 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 theCompany.

(b) The meetings are held at the Companys Registered office at 6-3-541/C, Panjagutta,


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Hyderabad-500 082, and Andhra Pradesh, India.

(c) The information placed before the Board includes.

Quarterly results for the Company and its operating divisions or business segments

Minutes of the meeting of the Audit Committee and other committees of the Board

Non-compliance of any regulatory, statutory nature or listing requirements and

shareholders services such as non payment of dividend, delay in share transfer etc.

Quarterly summery of all long term borrowings, bank guarantees issued and investments

made etc

Recommending/ Declaring dividend

General Notice of Interest of Directors

Terms of reference of the Board committees

Any material default in financial obligations to and by the Company etc.

Board materials Distributed in advance

Agenda and Notes on agenda are circulated to the Directors, in advance, in the defined Agendaformat. 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 MeetingThe Company Secretary records the minutes of the proceedings of each Board and Committeemeetings. 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 isresponsible for and is required to ensure adherence to all the applicable laws regulationsincluding 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 CommitteeThe Board has constituted Audit Committee, comprising three Non- Executive Independent

Directors and one Non-Executive Director. Majority of the members of the Audit Committeeposses financial / accounting expertise. The constitution of audit committee meets the

requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listingagreement.

The primary objective of the audit committee is to monitor and effectively supervise the

Companys financial reporting.

a) Terms of Reference1) 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.3) To review Quarterly, Half yearly and Annual financial results before submission to the

Board.

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.5) To have full access to information contained in the records of the Company and external

advice, if necessary.

6) To review matters required being included in the Directors responsibility statement to be

included in the Boards report in terms of clause (2AA) of Section 217 of the CompaniesAct, 19566) To review matters required being included in the Directors responsibility

statement to be included in the Boards report in terms of clause (2AA) of Section 217 ofthe Companies Act, 1956.

Composition of the Audit Committee

Name Designation Status

Sri. D. Seetharamaiah Chairman Non-Executive Independent DirectorDr. 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 andretaining 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

Sri N. Lokesh Member Executive Director

3. Share Transfer and Shareholders'/ Investors' Grievance Redressal Committee

a) Terms of referenceThe 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.


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The Directors periodically reviewed the investor's complaints received and redressed. The

committee also monitors the implementation and compliance of the Company's Code ofConduct.

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 validand complete in all respects.

The Board has delegated the authority for approving transfer, transmission etc of the company'ssecurities 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 StatusSri. D. Seetharamaiah Chairman Non-Executive Independent Director

Dr. A. Appa Rao Member Non-Executive Independent Director

Dr. V. Nagaraja Naidu Member Non-Executive Director

Smt. N. Bhuvaneswari Member Vice Chairperson & 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 Reportevery 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

1st prize in Energy ConservationMain Dairy Plant, Gokul, near Kasipentla on Tirupati- Chittoor Highway had won the Prestigious 1st prize

in Energy Conservation for the Year 2010 at the National Level for it's outstanding performance in

conserving the Natural Resources through the most efficient use of Energy.

THE GREAT INDIAN ICE CREAM CONTEST 2009


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heritage at glance

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