Heritage Foods Limited | 30th Annual Report 2021-22

Financial Statements Company Overview Statutory Reports 123 10. OTHER DISCLOSURES a) Disclosure in materiality significant related party transactions: Regulation 23 of the SEBI Listing Regulations and as defined under the Act During the period under review, there have been no materially significant related party transactions, monetary transactions or relationships between the Company and directors, the Management, Key Managerial Personnel, Subsidiaries or relatives, except for those disclosed in the Notes on Accounts, forming part of the Annual Report. The policy on Related Party Transactions is hosted on the website of the Company under the web link : https://www. heritagefoods.in/policy b) Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by the stock exchange(s) or the board or any statutory authority, on any matter related to capital market, during the last three years: [Schedule V (C) 10(b) to the SEBI Listing Regulations] There was no non-compliance during the last three years by the Company on any matter related to Capital Market. There were no penalties imposed nor strictures passed on the Company by Stock Exchanges, SEBI or any Statutory Authority. c) Details of establishment of vigil mechanism, whistle blower policy and affirmation that no personnel has been denied access to the audit committee: (Regulation 22 of the SEBI Listing Regulations) The Board of Directors of the Company had adopted the Whistle Blower Policy. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Audit Committee reviews periodically the functioning of whistle blower mechanism. There is no complaint received during the Financial Year ended March 31, 2022. No personnel have been denied access to the Audit Committee. The Whistle Blower Policy has been disclosed on the Company’s website under the web link: https:// www.heritagefoods.in/policy d) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements: Schedule II Part E of the SEBI Listing Regulations The Company has complied with all mandatory requirements SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time. The Company has adopted following non-mandatory requirements SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015: With regard to the discretionary requirements, the Company has adopted the clauses relating to the following: The Board: The Company does not have any regular Chairperson. Communication to Members: Quarterly/ Half yearly/Annual Financial statements are published in the Newspapers, intimated to the Stock Exchanges and uploaded in the Company’s website. Investors presentations on Quarterly/ Half-yearly/annual financial statements are uploaded on the Company’s website and intimated to Stock Exchanges, where shares of the Company are listed and was sent to all the members of the Company through e-mail. Audit Qualification: The Company is in the regime of unqualified financial statements (Standalone & Consolidated). Reporting of Internal Auditors: The Internal Auditors make presentations to the Audit Committee on their reports on a regular basis. They are submitting the Internal Audit Report with observations, reviews, comments and recommendations through presentations which they have observed during their Audit along with follow up actions taken by the management. e) Policy for determining ‘material’ subsidiaries is disclosed: Regulation 24 of the SEBI Listing Regulations The Audit Committee reviews the Standalone & Consolidated financial statements of the Company and the investments made in the unlisted subsidiary company. The minutes of the Board Meetings along with a report on significant developments of the unlisted subsidiary company are periodically placed before the Board of Directors of the Company. The Company does not have any material unlisted subsidiary company. The Company has a policy of determining ‘material’ subsidiaries which is hosted on the website at https://www.heritagefoods.in/ policy f) Web link where policy for dealing with related party transactions is disclosed: The URL of policy on dealing with related party transaction is https://www.heritagefoods.in/policy g) Disclosure for commodity price risks and commodity hedging activities: The Company is subject to the Commodity price risk due to fluctuation price of Dairy products. During the year Company has not exported any products of the Company. h) The Company has not made any preferential allotment or qualified institutions placement during the year under review. i) A certificate obtained from Mrs. Savita Jyoti, Partner, M/s. Savita Jyoti Associates, Practicing Company Secretary (M. No: 3738, CP No: 1796), Hyderabad - 500094, Telangana stating that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority which forms part of the Annual Report [Annexure-3(ii) in the Boards Report] Corporate Governance