i) A certifi cate obtained from Mrs. Savita Jyoti, Partner of, M/s. Savita Jyoti Associates, Practicing Company Secretary (CP No:1796), Hyderabad - 500094, Telangana stating that none of the directors on the Board of the Company have been debarred or disqualifi ed from being appointed or continuing as directors of companies by SEBI/Ministry of Corporate Aff airs or any such statutory authority which forms part of the Annual Report [Annexure-3(ii) in the Boards Report]. j) During the year there were no instances where Board had not accepted any recommendation of any Committee of the Board which is mandatorily required. k) Remuneration/Fees of Statutory Auditor: During the year under review your Company and its Subsidiary/Joint Venture Company paid the following remuneration/fees to the Statutory Auditor namely M/s. Walker Chandiok & Co. LLP, Chartered Accountants (FRN 001076N/500013). (₹ in Millon) Particulars Heritage Foods Limited Heritage Nutrivet Limited Heritage Novandie Foods Private Limited Statutory Audit fee 5.33 0.65 0.59 Limited review fee 2.35 - - Certification fee 0.32 - - Tax audit fee 0.94 0.23 - Taxation matters 0.21 - - Reimbursement of Expenses 0.12 - - Total 9.27 0.88 0.59 Skil Raigam Power (India) Limited, the Associate Company of the Company has obtained the Dormant Status from Registrar of Companies vide SRN: T42936765 dated September 22, 2021. The Skil Raigam Power (India) Limited has fi led the form MSC-3 after obtaining the signed fi nancials for FY 2022-23 from the M/s. PHSK & Associates, Chartered Accountant in Practice (F No:014784S) with a certifi cation fee of ` 25,000/-. l) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as amended from time to item: a) No. of complaints fi led during the fi nancial year: Nil b) No. of complaints disposed of during the fi nancial year: Nil c) No. of complaints pending as on end of the fi nancial year: Nil m) Disclosures regarding the appointment or reappointment of independent directors: The Companies Act, 2013 and Rules made thereof as amended from time to time provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold off ice for a term of up to fi ve consecutive years on the board of a company; and shall be eligible for reappointment on the passing of a Special Resolution by the members of the Company. Accordingly, all independent directors were appointed by the members at the general meeting as required under Section 149(10). Further, Section 149(11) states that no independent director shall be eligible to serve on the Board for more than two consecutive terms of fi ve years each. Section 149(13) states that the provisions of retirement by rotation as defi ned in Sub- sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors. The Company has issued formal letter of appointment to all the Independent Directors on their appointment inter-alia explaining their roles, responsibilities, code of conduct, their functions and duties as directors of the Company. The terms and conditions of the appointment of Independent Directors have been uploaded on the website of the Company and can be accessed at https://www.heritagefoods.in/policy Mr. Angara Venkata Girija Kumar (DIN: 02921377) has been appointed as an Additional Director in the category of Non-Executive Independent Director of the Company w.e.f. June 01, 2023, for a period of 5 consecutive years, the said appointment is due for approval by shareholders at this Annual General Meeting. n) Preservation of Documents The Company has adopted the policy on preservation of documents in accordance with Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Documents Preservation Policy is available on the website of the Company at https://www.heritagefoods.in/policy Heritage Foods Limited | 31st Annual report 2022-23 172
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