Heritage Foods Limited

STATUTORY REPORTS Corporate Governance 29 th Annual Report 2020-21 | 145 INDEPENDENT AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE To the Members of Heritage Foods Limited 1. This certi fi cate is issued in accordance with the terms of our engagement letter dated 28 th October 2020. 2. We have examined the compliance of conditions of corporate governance by Heritage Foods Limited (‘the Company’) for the year ended on 31 March 2021, as stipulated in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). Management’s Responsibility 3. The compliance of conditions of corporate governance is the responsibility of the management. This responsibility includes the designing, implementing and maintaining operating e ff ectiveness of internal control to ensure compliance with the conditions of corporate governance as stipulated in the Listing Regulations. Auditor’s Responsibility 4. Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the form of an opinion as to whether the Company has complied with the conditions of corporate governance as stated in paragraph 2 above. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of corporate governance. It is neither an audit nor an expression of opinion on the fi nancial statements of the Company. 5. We have examined the relevant records of the Company in accordance with the applicable Generally Accepted Auditing Standards in India, the Guidance Note on Certi fi cation of Corporate Governance issued by the Institute of Chartered Accountants of India (‘ICAI’), and Guidance Note on Reports or Certi fi cates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI. 6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements. Opinion 7. Based on the procedures performed by us and to the best of our information and according to the explanations provided to us, in our opinion, the Company has complied, in all material respects, with the conditions of corporate governance as stipulated in the Listing Regulations during the year ended 31March 2021. We state that such compliance is neither an assurance as to the future viability of the Company nor the e ffi ciency or e ff ectiveness with which the management has conducted the a ff airs of the Company. Restriction on use 8. This certi fi cate is issued solely for the purpose of complying with therefore said regulations and may not be suitable for any other purpose. For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No. 001076N/N500013 Sanjay Kumar Jain Partner Membership No.:207660 UDIN: 21207660AAAADB7144 Place: Hyderabad Date: 19 May 2021