Directors’ Responsibility Statement as required under Section 134 (3)(c) & (5) of the Companies Act, 2013. The financial statements are prepared in accordance with the provision of Section 129 read with Schedule III of the Companies Act, 2013 and the rules made thereof, Ind-AS and Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except the sale proceeds received under REC Mechanism of the Renewable Energy. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (‘the Act’), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards. In terms of the Section 134 (3)(c) & (5) of the Companies Act, 2013 the Board of Directors of the Company states that: • In the preparation of the annual accounts (Standalone & Consolidated) for the financial year 2023-24, the applicable accounting standards have been followed along with proper explanation relating to material departures. • They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2023-24 and of the profit and loss of the Company for that period. • They have taken Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities if any, • The annual accounts of the company have been prepared on a going concern basis. • They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and • They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Variation in market capitalization As at March 31 2024 2023 Market Capitalization (` in million) 31,267.61 13,404.38 Price earning Ratio 34.35 20.09 Note: Data based on share prices quoted on BSE Variations in Net worth: The Standalone Net worth of the Company for the Financial Year ended March 31, 2024 is ` 8,034.98 million as compared to ` 7,366.98 million for the previous Financial year ended March 31, 2023 and the consolidated Net worth of the Company for the Financial Year ended March 31, 2024 is ` 8,081.59 million as compared to ` 7,258.67 million for the previous Financial year ended March 31, 2023. Management Discussion and Analysis In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Management’s Discussion and Analysis is provided in a separate section and forms an integral part of this Report. Corporate Governance Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization’s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders’ expectations. It is imperative that your company’s affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of the stakeholders. In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter “Listing Regulations”) as amended from time to time, a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditors of the Company forms integral part of this Annual Report. Compliance Management The Company has built and adopted a compliance management tool as a part of the SAP. The application provides a facility to update statutory compliances from time to time by attaching the evidence of compliance. The tool also provides system-driven alerts to the respective personnel of the Company for complying with the applicable laws and regulations as per the due dates for compliance. The President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Company Secretary of the Company will present a certificate certifying the compliance of all the applicable laws, rules and regulations to the Board of Directors of the Company in the Board Meetings held for reviewing of the quarterly financial statements. Business Review Your Company has not changed nature of its business during the period under review. Your Company continues to report results under two divisions i.e. Dairy division and Renewable energy division, in operation across 12 States in India. Board's Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS 56 32ND ANNUAL REPORT 2023-24 | HERITAGE FOODS LTD
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