Form No. MR-3 Annexure-3 SECRETARIAL AUDIT REPORT For the Financial year ended 31st March, 2024 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] To The Members, Heritage Foods Limited CIN:L15209TG1992PLC014332 # H.No.8-2-293/82/A/1286, Plot No: 1286, Road No. 1 & 65, Jubilee Hills, Hyderabad, Telangana, 500033 We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Heritage Foods Limited (herein after called the “Company”). Secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s, books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has during the audit period covering the financial year ended on 31st March, 2024 • complied with the statutory provisions listed hereunder and • proper Board-processes and compliance - mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2024 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under as amended from time to time; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) as amended from time to time:- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (d) The Securities and Exchange Board of India (Share based employee benefits and Sweat Equity) Regulations, 2021; -- N.A. (e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; -- N.A. (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; -- N.A. (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; -- N.A. (i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (j) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; (vi) We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws applicable specifically to the Company. 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 India and (ii) The Listing Agreements entered into by the Company with the BSE Limited and the National Stock Exchanges of India Limited, Mumbai. Board's Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS 81 HERITAGE FOODS LTD | 32ND ANNUAL REPORT 2023-24
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