a. Food safety and Standards Act, 2006 and the Rules made there under as amended from time to time. b. The Prevention of Foods Adulteration Act, 1954 and the Rules made there under as amended from time to time. We 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 Indiaand (ii) The Listing Agreements entered into by the Company with the BSE Limited and the National Stock Exchanges of India Limited, Mumbai. During the period under review the Company has complied with the applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. We further report that, • the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors & Woman Directors and no changes in the composition of the Board of Directors that took place during the period under review. • Adequate notice is given to all directors to schedule the Board/Committee Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and • a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. • As per the minutes of the meeting duly recorded and signed by the Chairman, the decisions of the Board were approved by majority and no dissenting views have been recorded. • All Independent Directors of the Company were registered as an independent director in the independent directors databank maintained by the IICA. We further report that based on the review of the compliance mechanism established by the company and on the basis of the compliance certificate(s) issued by the various departments and taken on record by the Board of Directors at their meetings. We are of the opinion that there are adequate systems and processes in the Company that commensurate with the size and operations of the Company to monitor and ensure compliance with the applicable laws, rules, regulations and guidelines. We further report that during the audit period the Company made a Rights Issue of Equity Shares after following the due procedure as laid down under the Companies Act, 2013 and rules made thereunder read with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, in accordance with the provisions of the Memorandum of Association and the Articles of Association of the Company, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and other applicable laws and guidelines. We further Report that, during the audit period of the Company: There was no instance of: Demerger/ Restructuring/ Scheme of Arrangement. We further report that, during the audit period the company has also sought the approval of its members through postal ballot in compliance with the MCA and SEBI Circulars for Continuation of directorship of Dr. V Nagaraja Naidu (DIN: 00003730), Non-Executive Director of the Company in terms of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, notice for which was sent to shareholders on 30.03.2022 and the date of passing of resolution was 29.04.2022. We further report that, our Audit was subjected only to verifying adequacy of systems and procedures that are in place for ensuring proper compliances on the part of the Companyand we are not responsible for any lapses in those compliances on the part of the Company. For SAVITA JYOTI ASSOCIATES Savita Jyoti Partner M. No. FCS No. 3738 Place: Hyderabad CP. No. 1796 Date: April 14, 2023 UDIN F003738E000096336 This Report has to be read with our testimony of even date which is annexed as Annexure- A and forms an integral part of this report. Heritage Foods Limited | 31st Annual report 2022-23 94
RkJQdWJsaXNoZXIy NTE5NzY=