Heritage Foods Limited | 30th Annual Report 2021-22

Financial Statements Company Overview Statutory Reports 81 Annexure-3(iii) FORM No. MR-3 SECRETARIAL AUDIT REPORT For the Financial year ended 31 st March, 2022 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] To, The Members, Heritage Nutrivet Limited CIN: U15400TG2008PLC062054 # 6-3-541/C,4 th Floor, Irrum Manzil Colony Panjagutta, Hyderabad-500082, Telangana I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Heritage Nutrivet Limited (herein after called the “Company”). Secretarial audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the Company’s, books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has during the audit period covering the financial year ended on 31 st March, 2022 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 st March, 2022 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under as amended from time to time; (ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (iii) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the company:- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Not Applicable (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; Not Applicable (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time; Not Applicable (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; Not Applicable (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; Not Applicable (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not Applicable. (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not Applicable (i) The Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015; Not Applicable (iv) The other laws, as informed and certified by the management of the Company which are specifically applicable to the Company are: 1. Factories Act, 1948 2. Payment of Wages Act, 1936, and rules made thereunder 3. The Minimum Wages Act, 1948, and rules made thereunder 4. Employee’s State Insurance Act, 1948, and rules made thereunder 5. The Employee’s Provident Fund and Miscellaneous Provisions Act, 1952, and rules made thereunder 6. The Payment of Bonus Act, 1965, and rules made thereunder 7. Payment of Gratuity Act, 1972, and rules made thereunder 8. The Water (Prevention & Control of Pollution) Act, 1974, read with Water (Prevention & Control of Pollution) Rules, 1975 9. Industrial Disputes Act, 1947 10. The Air (Prevention and Control of Pollution) Act, 1981 11. The Environment (Protection) Act, 1986 12. Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008 13. Contract Labour (Regulation and Abolition Act), 1970 14. Maternity Benefit Act, 1961 15. Child Labour (Prohibition and Regulation) Act, 1986 16. Industrial Employment (Standing Orders) Act, 1946 17. Employee’s Compensation Act, 1976 18. Equal Remuneration Act, 1976 19. Employment Exchange (Compulsory Notification of Vacancies) Act, 1959 20. Food Safety And Standards Act, 2006 and the Rules made thereunder; I have also examined compliance with the applicable clauses of the following as amended from time to time: (i) Secretarial Standards issued by The Institute of Company Secretaries of India, New Delhi. Board’s Report