b) Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by the stock exchange(s) or the board or any statutory authority, on any matter related to capital market, during the last three years: [Schedule V (C) 10(b) to the SEBI Listing Regulations] There was no non-compliance during the last three years by the Company on any matter related to Capital Market. There were no penalties imposed nor strictures passed on the Company by Stock Exchanges, SEBI or any Statutory Authority. c) Details of establishment of vigil mechanism, whistle blower policy and affirmation that no personnel has been denied access to the audit committee: (Regulation 22 of the SEBI Listing Regulations) The Board of Directors of the Company had adopted the Whistle Blower Policy. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Audit Committee reviews periodically the functioning of whistle blower mechanism. There is no complaint received during the Financial Year ended March 31, 2023. No personnel have been denied access to the Audit Committee. The Whistle Blower Policy has been disclosed on the Company’s website under the web link: https://www. heritagefoods.in/policy d) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements: Schedule II Part E of the SEBI Listing Regulations The Company has complied with all mandatory requirements SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015as amended fromtime to time. TheCompany has adopted following non-mandatory requirements SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015: With regard to the discretionary requirements, the Company has adopted the clauses relating to the following: The Board: The Company does not have any regular Chairperson. Communication to Members: Quarterly/ Half yearly/Annual Financial statements are published in the Newspapers and uploaded in the Company’s website and intimated to the Stock Exchanges. Investors presentations on Quarterly/ Half-yearly/annual fi nancial statements are uploaded in the Company’s website and intimated to Stock Exchanges, where shares of the Company are listed and was sent to all the members of the Company through e-mail. Audit Qualifi cation: The Company is in the regime of unqualifi ed fi nancial statements (Standalone&Consolidated). Reporting of Internal Auditors: The Internal Auditors make presentations to the Audit Committee on their reports on a regular basis. They are submitting the Internal Audit Report with observations, reviews, comments and recommendations through presentations which they have observed during their Audit along with follow up actions taken by the management. e) Policy for determining ‘material’ subsidiaries is disclosed: Regulation 16(1)(c) of the SEBI Listing Regulations The Audit Committee reviews the Standalone & Consolidated fi nancial statements of the Company and the investments made in the unlisted subsidiary company. The minutes of the Board Meetings along with a report on signifi cant developments of the unlisted subsidiary company are periodically placed before the Board of Directors of the Company. The Company does not have any material unlisted subsidiary company. The Company has a policy of determining ‘material’ subsidiaries which is hosted on the website at https://www.heritagefoods.in/policy f) Web link where policy for dealing with related party transactions is disclosed: The URL of policy on dealing with related party transaction is https://www.heritagefoods.in/policy g) Disclosure for commodity price risks and commodity hedging activities: The Company is subject to the Commodity price risk due to fl uctuation price of Dairy Commodities. During the year the Company did not undertake any commodity hedging activities. h) The Company has not made any preferential allotment or qualifi ed institutions placement during the year under review. However, during the year under review the Company has issued and made allotment of 4,63,98,000 equity shares of face value of ` 5 each (Issue Shares) for cash at a price of ` 5 per Equity Share (Right Issue Price), aggregating up to ` 23,19,90,000/- to the Eligible Equity Shareholders of the Company on rights basis (Rights Equity Shares) in the ratio of 1 (one) Rights Equity Share for every 1 (one) fully paid-up Equity Share (` 5/- face value) held by the Eligible Equity Shareholders on the record date. 171 Corporate Governance | Statutory Reports
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