Heritage Foods Limited | 31st Annual Report 2022-23

o) Policy on Determination of Materiality of events and information for Disclosures: Regulation 30 of SEBI Listing Regulations: The Company has adopted a Policy on Determination of Materiality for Disclosures. The URL of policy is https:// www.heritagefoods.in/policy p) Policy on Archival and Preservation of Documents: Regulation 9 of SEBI Listing Regulations The Company has adopted a Policy on Archival and Preservation of Documents. The URL of the policy is at https://www.heritagefoods.in/policy q) Code of Conduct: Regulation 17 of the SEBI Listing Regulations The members of the Board and Senior Management Personnel have aff irmed compliance with the Code of Conduct applicable to them during the year ended March 31, 2023. The Annual Report of the Company contains a certifi cate by the Vice Chairperson and Managing Director, on the compliance declarations received from Independent Directors, Non-Executive Directors and Senior Management. The weblink is https://www. heritagefoods.in/policy r) During FY 2022-2023, information as mentioned in Part A of Schedule II of SEBI Listing Regulations, has been placed before the Board for its consideration. The Board periodically reviews the compliance reports of all laws applicable to the Company. 11. The Company has complied with all the requirements of Schedule V of Corporate Governance Report as stated under sub-para (2) to (10) of section (C) of Schedule V of the Securities Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015. 12. During FY 2022-23, information as mentioned in Part E of Schedule II of the SEBI Listing Regulations, has been placed before the Board for its consideration. 13. The Disclosure of the compliance with corporate governance requirements specifi ed in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of Listing Regulations are as follows: Sr. No. Particulars Regulation Compliance Status Yes/ No/NA 1. Board of Directors 17 Yes 2. Maximum Number of Directorships 17A Yes 3. Audit Committee 18 Yes 4. Nomination and Remuneration Committee 19 Yes Sr. No. Particulars Regulation Compliance Status Yes/ No/NA 5. Stakeholders Relationship Committee 20 Yes 6. Risk Management Committee 21 Yes 7. Vigil Mechanism 22 Yes 8. Related Party Transaction 23 Yes 9. Subsidiaries of the Company 24 Yes 10. Secretarial Audit and Secretarial Compliance Report 24A Yes 11. Obligations with respect to Independent Directors 25 Yes 12. Obligations with respect to employees including Senior Management, Key Managerial Personnel, Directors and Promoters 26 Yes 13. Other Corporate Governance requirements 27 Yes 14. Website 46(2)(b) to (i) Yes 14. CEO and CFO Certification The Vice Chairperson & Managing Director, Chief Executive Off icer and the Chief Financial Off icer of the Company have given annual certifi cation on fi nancial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015. Vice Chairperson &Managing Director, Chief Executive Off icer and the Chief Financial Off icer also provide quarterly certifi cation on fi nancial results while placing the fi nancial results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015. The annual certifi cate given by the Vice Chairperson & Managing Director, Chief Executive Off icer and the Chief Financial Off icer is part of the Annual Report. 15. Compliance Certificate from the Auditors Certifi cate from Statutory Auditors of the Company M/s. Walker Chandiok & Co. LLP, Chartered Accountants (FRN:001076N/N500013), Hyderabad, Telangana confi rming Compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 is forming part of the Annual Report. 16. Disclosure with respect to Demat suspense account/ unclaimed suspense acoount During the year under review the Company has issued and made allotment of 4,63,98,000 equity shares of face value of 173 Corporate Governance | Statutory Reports

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