Heritage Foods Limited

STATUTORY REPORTS Notice 29 th Annual Report 2020-21 | 41 Notice to Members NOTICE is hereby given that the Twenty Ninth (29 th ) Annual General Meeting (AGM) of the members of HERITAGE FOODS LIMITED will be held on Friday, July 30, 2021 at 10:30 a.m. (IST) through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) to transact the following business. The venue of the meting shall be deemed to be the Registered O ffi ce of the Company. ORDINARY BUSINESS: 1. To receive, consider and adopt: a) the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2021, the Reports of the Board of Directors and Auditors’ thereon and in this regard, to consider and if thought fi t, to pass, with or without modi fi cation(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT the Audited Standalone Financial Statements of the Company for the fi nancial year ended March 31, 2021 and the reports of the Board of Directors and Auditors’ thereon, as circulated to the members be and are hereby considered and adopted.” and b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2021, the Report of the Auditors’ thereon and in this regard, to consider and if thought fi t, to pass, with or without modi fi cation(s), the following resolution as an Ordinary Resolution: “ RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the fi nancial year ended March 31, 2021 and the report of Auditors thereon, as circulated to the members be and are hereby considered and adopted.” 2. Declaration of Dividend: To declare fi nal dividend on equity shares at the rate of (100%) i.e. ` 5/- (Rupees Five Only) per equity share of face value of ` 5/- (Five Rupees) each for the Financial Year ended March 31, 2021 and in this regard, to consider and if thought fi t, to pass, with or without modi fi cation(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT a dividend at the rate of 100% i.e. ` 5/- (Rupees Five Only) per equity share of face value of ` 5/- (Rupees Five Only) each fully paid- up Equity Shares of the Company, as recommended by the Board of Directors be and is hereby approved for the fi nancial year ended March 31, 2021. ” 3. Re-appointment of Director Retiring by Rotation To appoint a Director in place of Mrs. N. Brahmani (DIN:02338940), who retires by rotation and being eligible, o ff ers herself for re-appointment and in this regard, to consider and if thought fi t, to pass, with or without modi fi cation(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Section 152(6) read with the Companies (Appointment and Quali fi cation of Directors) Rules, 2014 and other applicable provisions of the Companies Act, 2013, Mrs. N. Brahmani (DIN: 02338940), who retires by rotation at this meeting and being eligible, o ff ers herself for re-appointment, be and is hereby appointed as a Director of the Company. ” SPECIAL BUSINESS: 4. Re-appointment of Mr. Rajesh Thakur Ahuja (DIN: 00371406) as Non-Executive Independent Director of the company for a period of fi ve years: To consider and, if thought fi t, to pass with or without modi fi cation(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Quali fi cation of Directors) Rules, 2014 (including any statutory modi fi cation(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and the Articles of Association of the Company, Mr. Rajesh Thakur Ahuja (DIN: