Heritage Foods Limited

STATUTORY REPORTS Notice 29 th Annual Report 2020-21 | 43 Notes 1. Considering the present Covid-19 pandemic 2 nd wave, the Ministry of Corporate A ff airs (“MCA”) has vide its Circular No. 02/2021 dated January 13, 2021, Circular No. 20/2020 dated May 05, 2020 read together with circulars No. 14/2020 dated April 08, 2020, Circular No. 17/2020 dated April 13, 2020 and (collectively referred to as “MCA Circulars”) and SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/ 2020/79 datedMay 12, 2020, permitted to convene the Annual General Meeting (“AGM” / “Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without the physical presence of the members at a common venue. In accordance with the MCA Circulars read with SEBI Circulars, provisions of the Companies Act, 2013 (‘the Act’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the AGM of the Company is being held through VC / OAVM. The deemed venue for the AGM shall be the Registered O ffi ce of the Company. 2. In compliance with the above MCA Circulars and SEBI Circular, Notice of the AGM along with the 29 th Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and 29 th Annual Report 2020- 21will also be available onwebsites of the Company (www. heritagefoods.in ), websites of the stock exchanges, BSE Limited (www.bseindia.com) , National Stock Exchange of India Limited (www.nseindia.com ) and on the website of Company’s Registrar & Transfer Agent, KFin Technologies Private Limited (KFinTech) at https://evoting.k fi ntech. com. 3. A statement pursuant to Section 102(1) of the Act, relating to the Special Business to be transacted at the AGM is provided in the Notice. 4. GENERALLY, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. SINCE, THIS AGM IS BEING HELD THROUGH VC / OAVM IN PURSUANT TO THE MCA CIRCULARS, PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS SHALL NOT BE AVAILABLE FOR THE AGM AND HENCE, THE PROXY FORM AND ATTENDANCE SLIP ARE NOT ANNEXED HERETO. 5. Since, the AGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexed hereto. 6. In terms of the provisions of Section 152(6) of the Companies Act, 2013 and rules made there under, Mrs. N. Brahmani (DIN: 02338940), Director liable to retire by rotation at the Meeting and o ff ers herself for re- appointment. The Board of Directors of the Company recommend her re-appointment. The above proposed retirement by rotation shall not alter any terms and conditions with regard to remuneration, tenure of appointment and such other terms and conditions relating to her appointment as an Executive Director of the company for a term of fi ve year (w.e.f. 01.04.2019) as approved by the Members of the Company by way of postal Ballot and remote e-voting, the results of which were declared on March 12, 2019, 7. Pursuant to Regulations 36(3) of SEBI Listing Obligation and Disclosure Requirements) Regulations, 2015, Section 160 of the Companies Act, 2013 and Secretarial Standards on General Meetings (SS- 2), details in respect of Directors seeking appointment/reappointment of Directorship at 29 th AGM of the Company to be held on Friday, July 30, 2021 are provided in Annexure-1 of this Notice. 8. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Regulation 44 of SEBI Listing Regulations, SS-2 (Secretarial Standard on General Meeting) issued by the Institute of Company Secretaries of India (“ICSI”) and the provisions of the MCA Circulars and SEBI Circular, and any amendments thereto, the Company is providing remote e-Voting facility to its Members in respect of the business to be transacted at the AGM and facility for those Members participating in the AGM to cast their vote through Remote e-Voting. For this purpose, the Company has engaged the services of its Registrar and Share Transfer Agent (RTA) viz. KFin Technologies Private Limited (CIN: U72400TG2017PTC117649), (“KFinTech”) Selenium Building, Tower B, Plot No. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500032, Telangana, India and have made necessary arrangements with RTA to facilitate E-voting. In terms of the MCA & SEBI Circulars, voting can be done only by Remote E-voting/ E-voting. The Members are advised to use the E-voting procedure, as provided in the Notice.