Heritage Foods Limited

STATUTORY REPORTS Board’s Report 29 th Annual Report 2020-21 | 71 Auditors’ & Auditor’s Report Statutory Auditors: As per Section 139 of the Companies Act, 2013 (‘the Act’), read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at the 25 th Annual General Meeting held in the year 2017, approved the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (FRN 001076N/500013), as the Statutory Auditors of the Company for a term of 5 years i.e. from the conclusion of 25 th Annual General Meeting till the conclusion of 30 th Annual General Meeting of the Company to be held in the year 2022. Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirement to place the matter relating to such appointment for rati fi cation by members at every annual general meeting has been omitted with e ff ect from 7 th May, 2018. The Board of Directors are empowered to fi x the remuneration of the Statutory Auditor on yearly basis. The Audit reports (Standalone UDIN:21207660AAAACY2569) (Consolidated UDIN:21207660AAAACX8708) issued by M/s. Walker Chandiok & Co. LLP, Chartered Accountants, Statutory Auditors on the Company’s standalone and consolidated fi nancial statements for the fi nancial year ended 2020-21 is part of the Annual Report. There has been no quali fi cation, reservation or adverse remark in their Report. In terms of the Section 148 of the Companies Act, 2013 (‘the Act’) read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounting records are made and maintained by the Company as speci fi ed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. As your Company is dealing with Skimmed Milk Powder, which require to maintain the cost records. Your Company has maintained all the required records as speci fi ed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and the appointment of Cost Auditor is not applicable for your Company. Secretarial Auditors and Secretarial Standards The Secretarial Audit was carried out by Mrs. Savita Jyoti, Partner, M/s. Savita Jyoti Associates, Practicing Company Secretary (CP No:1796, M.No.3738), Secunderabad - 500094 for the fi nancial year 2020-21. The Report issued by the Secretarial Auditors is annexed as Annexure-3 and forms integral part of this Report. There has been no quali fi cation, reservation or adverse remark in their Report. In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors appointed Mrs. Savita Jyoti, Partner, M/s. Savita Jyoti Associates, Practicing Company Secretary (CP No:1796, M.No.3738), Secunderabad - 500094 as the Secretarial Auditors of the Company for the fi nancial year 2021-22. Your Company had received the written consent that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder. In terms of the amended SEBI (ListingObligation and Disclosure Requirements) Regulation, 2015, the Company has obtained the Secretarial Compliance certi fi cate from Mrs. Savita Jyoti, Partner, M/s. Savita Jyoti Associates, Practicing Company Secretary (CP No:1796, M.No.3738), Secunderabad - 500094, which is annexed as Annexure-3(i) and forms part of the Annual Report and the same was also intimated to the Stock Exchanges where the shares of the Company are listed. Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (ListingObligations andDisclosure Requirements) Regulations, 2015, Company has obtained a certi fi cate from Mrs. Savita Jyoti, Partner, M/s. Savita Jyoti Associates, Practicing Company Secretary (CP No:1796, M.No.3738), Secunderabad - 500094, which is annexed as Annexure-3(ii) and forms part of the Annual Report and the same was also intimated to the Stock Exchanges where the shares of the Company are listed. You Company also has obtained a secretarial Audit Report of its wholly owned subsidiary company namely Heritage Nutrivet Limited from Mrs. Khusboo Laxmi Bhagat, Partner of M/s. KLB & Associates, Practicing Company Secretary (CP No:14703, M.No.9376), Hyderabad- 500016, which is annexed as Annexure- 3(iii) and forms part of the Annual Report. The Director’s have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi and that such systems are adequate and operating e ff ectively. Internal Auditors The Company has appointed external fi rms of Chartered Accountants across India as internal auditors to conduct internal audit and to review internal controls and operating systems and procedures as per the scope of the audit. The Internal Audit Reports of the company are reviewed by the Audit Committee on monthly basis. The Internal Auditors send the quarterly audit observations to the Company and the same were presented quarterly by the lead internal auditor of the Company to the Audit Committee. The Audit Committee along with Statutory Auditors and the management of the Company meets all Internal Auditors of the Company once in a year and review the internal controls and its adequacy. The Board of Directors on recommendation of the Audit Committee appoints/re-appoints the Internal Auditors every year in compliance with Section 138 of the Act read with the