Heritage Foods Limited | 30th Annual Report 2021-22

Financial Statements Company Overview Statutory Reports 125 11. The Company has complied with all the requirements of Schedule V of Corporate Governance Report as stated under sub-para (2) to (10) of section (C) of Schedule V of the Securities Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015. 12. During FY 2022, information as mentioned in Part E of Schedule II of the SEBI Listing Regulations, has been placed before the Board for its consideration. 13. The Disclosure of the compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub- regulation (2) of Regulation 46 of Listing Regulations are as follows: Sr. No. Particulars Regulation Compliance Status Yes/No/NA 1. Board of Directors 17 Yes 2. Audit Committee 18 Yes 3. Nomination and Remuneration Committee 19 Yes 4. Stakeholders Relationship Committee 20 Yes 5. Risk Management Committee 21 Yes 6. Vigil Mechanism 22 Yes 7. Related Party Transaction 23 Yes 8. Subsidiaries of the Company 24 Yes 9. Obligations with respect to Independent Directors 25 Yes 10. Obligations with respect to employees including Senior Management, Key Managerial Personnel, Directors and Promoters 26 Yes 11. Other Corporate Governance requirements 27 Yes 12 Website 46(2) Yes 14. CEO and CFO Certification The Vice Chairperson & Managing Director, Chief Executive Officer and the Chief Financial Officer of the Company have given annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015. Vice Chairperson & Managing Director, Chief Executive Officer and the Chief Financial Officer also provide quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015. The annual certificate given by the Vice Chairperson & Managing Director, Chief Executive Officer and the Chief Financial Officer is part of the Annual Report. 15. Compliance Certificate from the Auditors Certificate from Statutory Auditors of the Company M/s. Walker Chandiok & Co. LLP, Chartered Accountants (FRN:001076N/ N500013), Hyderabad, Telangana confirming Compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 is forming part of the Annual Report. 16. Transfer of unpaid/unclaimed amounts to Investor Education and Protection Fund During the year under review, the Company has transferred ` 22,30,704/- (Twenty Two Lakhs Thirty Thousand Seven Hundred and Four Only) towards the unclaimed/ unpaid dividend amount for the financial year 2013-14 to the Investor Education and Protection Fund (IEPF) pursuant to Section 124(5) of the Companies Act, 2013 [Section 205C (2) of the Companies Act, 1956] read with the Investor Education and Protection Fund (awareness and protection of Investors) Rules, 2001 as amended from time to time. In compliance with the provisions of Section 124 of the Companies Act, 2013, the Company has transferred the 24,234 equity shares belongs to 42 members of the company to the Investor Education and Protection fund Authority (IEPF) on November 29, 2021 of those members who have not claimed the dividends for a continuous period of 7 years. Pursuant to Section 124(5) of the Companies Act, 2013 [Section 205C (2) of the Companies Act, 1956] read with the Investor Education and Protection Fund (awareness and protection of Investors) Rules, 2001 as amended from time to time the unclaimed/unpaid dividend and the shares thereof pertaining to the financial year 2014-15 shall be transferred to the Investor Education and Protection Fund during the financial year 2022-23. 17. Secretarial Audit A qualified practicing Company Secretary has carried out Secretarial Audit every quarter to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and physical share with the total issued and listed capital. The audit confirms that the total issued/ paid up capital is in agreement with the aggregate total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL. In terms of the amended SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the Company has obtained the Secretarial Compliancecertificate (UDIN: F003738D000299022) dated May 10, 2022 from Mrs. Savita Jyoti, Partner, M/s. Savita Jyoti Associates, Practicing Company Secretary (M.No:3738, CP No:1796), Hyderabad - 500094, Telangana, which forms part of Corporate Governance