Heritage Foods Limited | 30th Annual Report 2021-22

Financial Statements Company Overview Statutory Reports 57 Your Directors have pleasure in recommending a final dividend of 50% i.e. ` 2.50/- per equity share of face value of ` 5/- each for the financial year ended March 31, 2022 at their meeting held on May 27, 2022 amounting to ` 115.99 Million. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The Register of Members and Share Transfer Books will remain closed from Saturday, July 23, 2022 to Friday, July 29, 2022 (both days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2022. The Annual General Meeting is scheduled to be held on Friday, July 29, 2022. Dividend Distribution Policy In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has formulated and adopted a Dividend Distribution Policy with the objective of providing clarity to its stakeholders on the profit distribution strategies of the Company. During the year, the said Policy has been reviewed by the Board of Directors of the Company. The policy hosted on the website of the Company at https://www. heritagefoods.in/policy Share Capital The Authorised Share Capital of the Company as on March 31, 2022 was ` 500,000,000/- divided into 9,60,00,000 equity shares of ` 5/- each and 20,00,000 preference shares of ` 10/- each. The paid up Equity Share Capital as on March 31, 2022 stood at ` 23,19,90,000/- divided into 4,63,98,000 equity shares face value of ` 5/- each. During the year under review, the Company has not issued any shares including shares with differential voting rights, not granted any stock options and not issued any sweat equity share to its employee(s)/director(s). As on March 31, 2022, none of the Directors of the Company holds any instruments convertible into equity shares of the Company. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise as on March 31, 2022. Deposits Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013, i.e. within the meaning of Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on 31 st March, 2022. Buy Back of shares The Company has not bought back any of its shares during the Financial Year ended March 31, 2022. Particulars of Loans, Guarantees and Investments Loans: During the year under review your Company has not given any loans to any persons or body corporates as envisaged under Section 186 of the Companies Act, 2013. Guarantees: The Company has given corporate guarantee as at March 31, 2022 of ` 207.50 Million for the credit facilities availed by its wholly owned subsidiary Company namely M/s. Heritage Nutrivet Limited (CIN: U15400TG2008PLC062054) (the outstanding as on March 31, 2022 was ` 79.69 Million) and ` 220 Million for the credit facilities availed by its joint venture Company namely Heritage Novandie Foods Private Limited (CIN: U74999TG2017PTC120860) (the outstanding as on March 31, 2022 was ` 120.26 Million). Investments: During the year under review your Company has invested ` 104.65 million in the equity shares of its Joint Venture namely Heritage Novandie Foods Private Limited. Particulars of Contract or Arrangements made with Related Parties The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013 and rules made thereof as amended from time to time and as per the Related Party Transaction (RPT) policy the Company during the financial year ended March 31, 2022 in prescribed Form AOC-2 is annexed to this Board’s Report (Annexure-1). Further there are no materially significant related party transactions during the year under review with Promoters, Directors, Key Managerial Personnel’s and their relatives, which may have potential conflict with interest of the company at large. The related party transactions were placed before the audit committee and also to the Board at their respective meetings for approval. All related party transactions entered during the year were in the ordinary course of business and at arm’s length basis. Details of the related party transactions during the year are part of the financial statements forming part of this Annual Report. Material changes and commitments affecting financial position between the end of the financial year and date of report There are no material changes and commitments affecting financial position of the company, which occurred after the end of the financial year i.e., March 31, 2022, Director’s Responsibility Statement as required under Section 134 (3)(c) & (5) of the Companies Act, 2013. The financial statements are prepared in accordance with the provision of Section 129 read with Schedule III of the Companies Act, 2013 and the rules made thereof, Ind-AS and Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except the sale proceeds received under REC Mechanism of the Renewable Energy. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (‘the Act’), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards. The Board of Directors to the best of their knowledge and understand confirm that: Board’s Report