Heritage Foods Limited | 30th Annual Report 2021-22

30 th Annual Report 2021-22 Heritage Foods Limited 42 Notice to Members NOTICE is hereby given that the 30 th Annual General Meeting (AGM) of the members of HERITAGE FOODS LIMITED will be held on Friday, July 29, 2022 at 10:00 am (IST) through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) to transact the following business. The venue of the meeting shall be deemed to be the Registered Office of the Company. ORDINARY BUSINESS: 1. To receive, consider and adopt: The Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2022, the Reports of the Board of Directors and Auditors’ thereon and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “ RESOLVED THAT the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2022 and the reports of the Board of Directors and Auditors’ thereon, as circulated to the members be and are hereby considered and adopted.” 2. Declaration of Dividend: To declare final dividend on equity shares at the rate of (50%) i.e. ` 2.50/- per equity share of face value of ` 5/- each for the Financial Year endedMarch31, 2022and in this regard, toconsider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “ RESOLVED THAT a final dividend at the rate of 50% i.e. ` 2.50/- per equity share of face value of ` 5/- each fully paid-up Equity Shares of the Company, as recommended by the Board of Directors be and is hereby approved for the financial year ended March 31, 2022.” 3. Re-appointment of Director Retiring by Rotation To appoint a Director in place of Dr. V Nagaraja Naidu (DIN:000037 30 ), who retires by rotation and being eligible, offers himself for re-appointment and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Section 152 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions of the Companies Act, 2013, Dr. V Nagaraja Naidu (DIN:000037 30 ), who retires by rotation at this meeting and being eligible, offers himself for reappointment, be and is hereby appointed as a Director of the Company.” 4. To re-appoint the Statutory Auditors of the Company and fix their remuneration for a second and final term of five consecutive years. To consider, and if thought fit, to pass, with or without modification(s), the following resolution, as an ordinary resolution: “RESOLVED THAT pursuant to Section 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, M/s. Walker Chandiok & Co. LLP, Chartered Accountants (FRN:001076N/ N500013) be and is hereby re-appointed as the statutory auditor of the Company for a second and final term of 5 (five) consecutive years to hold office from the conclusion of 30 th Annual General Meeting until the conclusion of the 35 th Annual General Meeting of the Company to be held in the year 2027 at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Statutory Auditors. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms or submission of documents with any authority or accepting any modifications to the clauses as required by such authorities, for the purpose of giving effect to this resolution and for matters connected therewith, or incidental thereto.” By Order of the Board of Directors UMAKANTA BARIK Company Secretary & Compliance Officer Place : Hyderabad M. No: FCS-6317 Date : May 27, 2022 eCSIN: EF006317A000002335