168 32ND ANNUAL REPORT 2023-24 | HERITAGE FOODS LTD Corporate Governance Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS in agreement with the aggregate total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL. In terms of the amended SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the Company has obtained the Secretarial Compliance Report (UDIN: F003738F000324267) dated May 07, 2024 from Mrs. Savita Jyoti, Partner, M/s. Savita Jyoti Associates, Practicing Company Secretary (M.No:3738, CP No:1796), Hyderabad - 500094, Telangana, which forms part of the Annual Report and the same was also intimated to the Stock Exchanges where the shares of the Company are listed. As per Section 204 of the Companies Act, 2013 and the Rules made thereof, the Board of Directors of the Company appointed Mrs. Savita Jyoti, Partner, M/s. Savita Jyoti Associates, Practicing Company Secretary (M.No:3738, CP No:1796), Hyderabad - 500094, Telangana, to conduct Secretarial Audit. The Secretarial Audit Report (UDIN: F003738F000324245) dated May 07, 2024 for the financial year ended March 31, 2024, is forming part of the Annual Report. In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors appointed Mr. A Ravi Shankar, (M No: FCS- 5335, CP No: 4318), Partner of M/s. Ravi & Subramanyam Company Secretaries Hyderabad , Telangana as the Secretarial Auditors of the Company for the financial year 2024-25. 20. No Disqualification Certificate from Practicing Company Secretary: Certificate (UDIN: F003738F000324223) Dated May 07, 2024 from Ms. Savita Jyothi, Partner, M/s. Savita Jyoti Associates, Practicing Company Secretary (CP No:1796), Hyderabad - 500 094, Telangana, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority, as stipulated under Regulation 34 of the Listing Regulations, is attached to this Report. 21. Management Discussion and Analysis (MDA) : MDA forms part of the Directors’ Report and is presented in the Annual Report under a separate heading. 22. Any query on the Annual Report Mr. Umakanta Barik Company Secretary & Compliance Officer Heritage Foods Limited, H.No.8-2-293/82/A/1286, Plot No: 1286, Road No. 1 & 65, Jubilee Hills, Hyderabad, Telangana, 500033. Tel: +91-40-23391221 E-mail: hfl@heritagefoods.in 23. Code of Conduct In compliance with SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 and the Companies Act, 2013, the Company has framed and adopted a Code of Conduct and Ethics (‘the Code’). The Code is applicable to the members of the Board, the executive officers and all employees of the Company and its subsidiaries. The Code is available in the Company website i.e. www.heritagefoods.in. 24. Compliance with the corporate governance codes We have always believed in maximum fiscal transparency and benchmarked our disclosures against a host of national and international guidelines and regulations. The SEBI (LO&DR) Regulations, 2015: The SEBI (LO&DR) Regulations, 2015 prescribe various corporate governance recommendations in line with the corporate governance committee constituted by SEBI. We comply with the corporate governance requirements under the SEBI (LO&DR) Regulations, 2015 and specifically to the requirements under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46. Compliance with discretionary requirements The Company has also ensured the implementation of non-mandatory items such as : • Unmodified audit opinions / reporting • The internal auditor reporting directly to the audit committee. 25. Disclosure of Accounting Treatment in preparation of Financial Statements The Company adopted Indian Accounting Standards (“Ind AS”), accordingly, the financial statements (Standalone & Consolidated) have been prepared in accordance with Ind AS as per the Companies (Indian Accounting Standards) Rules, 2015, as amended, and notified under Section 133 of the Act and other relevant provisions of the Act. The Company is using SAP S/4HANA accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled at the database level for the accounting software to
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