Heritage Foods Limited

Heritage Foods Limited 142 Services (India) Limited (CDSL) and physical share with the total issued and listed capital. The audit con fi rms that the total issued/ paid up capital is in agreement with the aggregate total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL. In terms of the amended SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the Company has obtained the Secretarial Compliance certi fi cate (UDIN:F003738C000146364) dated April 21, 2021 from Mrs. Savita Jyoti, Partner, M/s. Savita Jyoti Associates, Practicing Company Secretary (CP No:1796), Secunderabad - 500 094, which forms part of the Annual Report and the same was also intimated to the Stock Exchanges where the shares of the Company are listed. As per Section 204 of the Companies Act, 2013 and the Rules made thereof, the Board of Directors of the Company appointed Mrs. Savita Jyoti, Partner, M/s. Savita Jyoti Associates, Practicing Company Secretary (CP No.1796), Secunderabad - 500 094 to conduct Secretarial Audit. The Secretarial Audit Report (UDIN:F003738C000146331) dated April 21, 2021 for the fi nancial year ended March 31, 2021, is forming part of the Annual Report. 18. No Disquali fi cation Certi fi cate From Practicing Company Secretary: Certi fi cate fromMs. Savita Jyothi, Partner, M/s. Savita Jyoti Associates, Practicing Company Secretary (CP No:1796), Secunderabad - 500 094, con fi rming that none of the Directors on the Board of the Company have been debarred or disquali fi ed from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate A ff airs, or any such other Statutory Authority, as stipulated under Regulation 34 of the Listing Regulations, is attached to this Report. 19. Management Discussion and Analysis (MDA) : MDA forms part of the Directors’ Report and is presented in the Annual Report under a separate heading. 20. Any query on the Annual Report Mr. Umakanta Barik Company Secretary & Compliance O ffi cer Heritage Foods Limited, #6-3-541/C, Punjagutta, Hyderabad-500 082, Telangana, India Tel: +91-40-23391221 E-mail: h fl @heritagefoods.in 21. Code of Conduct In compliance with SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 and the Companies Act, 2013, the Company has framed and adopted a Code of Conduct and Ethics (‘the Code’). The Code is applicable to the members of the Board, the executive o ffi cers and all employees of the Company and its subsidiaries. The Code is available in the Company website i.e. www. heritagefoods.in . 22. Compliance with the corporate governance codes We have always believed in maximum fi scal transparency, and benchmarked our disclosures against a host of national and international guidelines and regulations. Some of the notable ones among them are as follows: The SEBI (LO&DR) Regulations, 2015: The SEBI (LO&DR) Regulations, 2015 prescribe various corporate governance recommendations in line with the corporate governance committee constituted by SEBI. We comply with the corporate governance requirements under the SEBI (LO&DR) Regulations, 2015 and speci fi cally to the requirements under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46. Compliance with discretionary requirements The Company has also ensured the implementation of non-mandatory items such as : • Separate posts of Chairman and MD, with the provision for reimbursement of expenses in the performance of o ffi cial duties. • Unmodi fi ed audit opinions / reporting • The internal auditor reporting directly to the audit committee.