Heritage Foods Limited | 30th Annual Report 2021-22

30 th Annual Report 2021-22 Heritage Foods Limited 54 Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013 The following explanatory Statement sets out all the material facts relating to the Ordinary Business mentioned in Item No. 4 of the Notice of AGM dated May 27, 2022: Item No: 4 M/s. Walker & Chandiok, Chartered Accountants (FRN:001076N/N500013), Unit No. 1, 10 th Floor, My Home Twitza, APIIC, Hyderabad Knowledge City, Raidurg (Panmaktha) Village, Serilingampally Mandal, Ranga Reddy District, Hyderabad 500081, Talangana, was appointed as the Statutory Auditor of the Company at the 25 th Annual General Meeting (‘AGM’) held in the year 2017 for a term of 5 years and they hold office upto the conclusion of the 30 th Annual General Meeting of the Company. The Audit Committee and the Board recommends the ordinary resolution for their reappointment as set out in item no.4 of this notice taking into account their credentials and also based on the evaluation of the quality of audit work done by the statutory auditors. Credentials “Walker Chandiok & Co LLP, Chartered Accountants (“the LLP”) established in 1935 as an independent Indian partnership firm later converted to LLP during the year 2014, with its head office at L-41 Connaught Circus, New Delhi-110 001. The LLP provides assurance, tax and advisory services through its 62 partners and more than 1826 staff from its offices in 14 cities in India, namely, Bengaluru, Chandigarh, Chennai, Delhi (2 offices including head office) Gurgaon, Hyderabad, Kolkata, Mumbai (2 offices), Noida, Pune, Kochi, Dehradun. The LLP is registered with the Institute of Chartered Accountants of India (“ICAI”) as well as the PCAOB (Public Company Accountancy Oversight Board) in the US and also with Comptroller and Auditor General of India”. The terms and conditions of re-appointment of the statutory auditor and the proposed fees are as follows: a. Term of Appointment: Second and final term of 5 consecutive years from the conclusion of 30 th AGM till the conclusion of 35 th AGM (ie. from April 01, 2022 to March 31, 2027). b. Proposed Fees: The proposed remuneration to be paid to Statutory Auditor for audit services for the financial year ending March 31, 2023, is 45,15,000 (Rupees Forty Five Lakhs Fifteen Thousand only) plus applicable taxes and out-of-pocket expenses. Besides the audit services, the Company would also obtain certifications from the statutory auditors under various statutory regulations and certifications required by statutory authorities, audit related services and other permissible non-audit services as required from time to time, for which they will be remunerated separately on mutually agreed terms, as approved by the Board of Directors in consultation with the Audit Committee. The remuneration to be paid to statutory auditors for the remaining term i.e. from FY 2023-24 to 2026-27 till the conclusion of the 35 th AGM of the Company to be held on the year 2027 shall be mutually agreed between the Board of Directors and Statutory Auditors from time to time as per the recommendations of the Audit Committee. The proposed fees is based on knowledge, expertise, industry experience, time and efforts required to be put in by them, which is in line with the industry benchmarks. None of the directors and key managerial personnel or their relatives is interested financially or otherwise in the resolution as set out in item no. 4 of this notice. The Board recommends the resolution sent forth in the item no.4 for the approval of the members. By Order of the Board of Directors UMAKANTA BARIK Place : Hyderabad Company Secretary & Compliance Officer Date: May 27, 2022 M. No: FCS-6317