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The letter sets out approval of appointment/reappointment as a Non-Executive Independent Director for an initial five-year term, subject to limits on directorships and tenure of up to two five-year terms. 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Office: \\# 6-3-541/C, Panjagutta, Hyd-82  \nCIN: L15209TG1992PLC014332 Tel:+91-40-23391221/2, Fax:+91-40-30685458 E-mail: [hfl@heritagefoods.in](hfl@heritagefoods.in) Visit us [at:](at: www.heritagefoods.in)[ ](at: www.heritagefoods.in)[www.heritagefoods.in](at: www.heritagefoods.in)  \nLETTER OF APPOINTMENT FOR INDEPENDENT DIRECTORS  \n{Pursuant to the provisions of Sections 149 of the Companies Act, 2013 read with Schedule –IV and the Rules made thereof and applicable provisions of SEBI( LO&DR) Regulation,2015 as amended from time to time}  \nDate:    \nNAME  \nADDRESS  \nDear Sir/Madam,  \nSub: Appointment of Independent Director  \nI am pleased to inform you that upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors (hereinafter referred as “the Board”) and Shareholders of M/s Heritage Foods Limited (“the Company”) has approved your appointment/reappointment as an Independent Director of the Company (“Independent Director”) . This letter of appointment sets out the terms and conditions covering your appointment which is as follows:  \ni. Appointment /Reappointment  \nIn accordance with the provisions of the Companies Act, 2013 and the Rules made there under read with Schedule IV to the Act, and applicable provisions of SEBI (LO&DR) Regulation, 2015 as amended from time to time , You are Appointed /re-appointed as a Non-Executive Independent Director on the Board of Directors of Company for a period of 5 consutive years with effect from   . Your appointment is also subject to the maximum permissible Directorships that one can hold as per the provisions of the Companies Act, 2013 and of SEBI (LO&DR) Regulation,2015 as amended from time to time.  \nThe term Independent Director should be construed as defined under the Companies Act, 2013 and of SEBI (LO&DR) Regulation, 2015 as amended from time to time, .  \nThe Company has adopted the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the Rules made there under read with Schedule IV to the Act, and applicable provisions of SEBI (LO&DR) Regulation,2015 , as amended from time to time.. Accordingly, the Independent Directors shall serve for not more than two terms of five years each on the Board of the Company.  \nii.  Board Committees  \nThe Board of Directors (the Board) may, if it deems fit, invite you for being appointed on one or more existing Board Committees or any such Committee that is set up in the future. Your appointment on such Committee(s) will be subject to the applicable regulations.  \nCurrently, the Board has 6 (Six) Committees: Audit Committee, Management Committee, Nominations and Remuneration Committee, Stakeholders Relationship Committee , Corporate Social Responsibility Committee and Risk management Committee. The Board  \nThis is a Model Letter of Appointment and is subject to Amendment/ Modification.  \nis responsible for constituting, assigning, co-opting and fixing terms of service for committee members. The chairperson of the Board, in consultation with the Company Secretary and the committee chairperson, determines the frequency and duration of the committee meetings. Normally, the Audit Committee, Stakeholders Relationship Committee meet four times a year and remaining committees shall meets whenever it is requires as per the provisions of the Companies Act,2013 and SEBI (LO&DR) Regulations, 2015 as amended from time to time. Recommendations of the committees are submitted to the full Board for approval. The quorum for meetings is either two members of the committee or one-third of the members of the committee, whichever is higher.  \niii. Time Commitment  \nAs a Non-Executive Director you are expected to bring objectivity and independence of view to the Board’s discussions and to help provide the Board with effective leadership in relation to the Company’s strategy, performance, and risk management as well as ensuring high","cbCaidLy6oshvyaK","https://ap.wps.com/l/cbCaidLy6oshvyaK","pdf",524407,"English","# Appointment of Independent Director\n## Appointment/Reappointment\n## Board Committees\n## Time Commitment\n## Professional Conduct\n## Role, Responsibilities and Duties","[{\"question\":\"What is the tenure for an Independent Director appointment under this letter?\",\"answer\":\"The Independent Director is appointed/re-appointed for a period of five consecutive years, subject to applicable regulations and directorship limits. The Independent Director may serve not more than two terms of five years each.\"},{\"question\":\"What board committees may an Independent Director be invited to join?\",\"answer\":\"The Board may invite the Independent Director to be appointed on one or more existing or future board committees. The letter lists current committees such as Audit, Management, Nominations and Remuneration, Stakeholders Relationship, Corporate Social Responsibility, and Risk Management.\"},{\"question\":\"What professional conduct is expected from an Independent Director?\",\"answer\":\"The Independent Director must uphold ethical standards, act objectively and constructively, devote sufficient time and attention, avoid extraneous considerations, not abuse position, refrain from actions that could lead to loss of independence, and promptly inform the Board if independence is affected.\"}]","Heritage Foods Limited - Independent Director Appointment Letter - Terms and Conditions | PDF",1789491098]