166 32ND ANNUAL REPORT 2023-24 | HERITAGE FOODS LTD Corporate Governance Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS compliance with the Code of Conduct applicable to them during the year ended March 31, 2024. The Annual Report of the Company contains a certificate 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 t) During FY 2023-24 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 SEBI Listing Regulations. 12. During FY 2023-24, 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 specified 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 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 Officer and the Chief Financial Officer of the Company have given annual certification on financial 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 Officer and the Chief Financial Officer also provide quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015. The annual certificate given by the Vice Chairperson & Managing Director, Chief Executive Officer and the Chief Financial Officer is part of the Annual Report. 15. Compliance Certificate from the Auditors Certificate from Statutory Auditors of the Company namely, M/s. Walker Chandiok & Co. LLP, Chartered Accountants (FRN:001076N/N500013), Hyderabad, Telangana confirming 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 unclaimed Rights Equity share suspense account During the Financial Year 2022-23. the Company has issued and made allotment of 4,63,98,000 equity shares of face value of Rs.5 each (Issue Shares) for cash at a price of Rs.5 per Equity Share (Right Issue Price), aggregating up to Rs.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 (Rs.5/- face value) held by the Eligible Equity Shareholders on the record date. The Company has opened demat account in the name of HERITAGE FOODS LIMITED for Rights Shares
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