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 there are 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 Chairperson, 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 an application to the Stock Exchanges where the shares of the Company are Listed i.e., BSE Limited and National Stock Exchange of India Limited on August 28, 2023 and has received approval from BSE Limited, vide ref. no LIST/COMP/BS/2395/2023-2024 dated December 12, 2023 and National Stock Exchange of India Limited, vide ref. no. NSE/LIST/329 dated December 12, 2023 for re-classification of the shareholders of the Company from Promoters and Promoter Group category to Public Category in accordance with the Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Reg. 2015 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 appointed Mr. A. V. Girijakumar (DIN: 02921377), as an Additional Director in the category of Non- Executive Independent Director of the Company for a term of 5 (five) consecutive years w.e.f. June 01, 2023 and further regularised his appointment as Non-Executive Independent Director of the Company at the 31st AGM held on August 22, 2023. We further Report that, during the audit period, Mr. N Sri Vishnu Raju (DIN:00025063) ceased to be a Non-Executive Independent Director and Chairperson/Member of the Committees of the Company wef. the closing business hour on October 21, 2023. We further Report that, during the audit period, the Company has appointed Mr. A V Girijakumar Non-Executive Independent Director as Chairperson of the Company. We further report that, during the audit period the company has also sought the approval of its members through postal ballot concluded on March 14, 2024 in compliance with the MCA and SEBI Circulars for 1. Re-Appointment of Mrs. Aparna Surabhi (DIN: 01641633) as Non - Executive Independent Woman Director of the Company. 2. Re-Appointment of Mrs. N. Bhuvaneswari (DIN: 00003741) as Whole-time Director designated as Vice-Chairperson and Managing Director (VC&MD) of the Company. 3. Re-Appointment of Mrs. N. Brahmani (DIN: 02338940) as Whole-time Director designated as Executive Director of the Company. 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 Company and 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 CP. No. 1796 Place: Hyderabad PR: 1326/2021 Date: May 07, 2024 UDIN : F003738F000324245 This Report has to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report. Board's Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS 82 32ND ANNUAL REPORT 2023-24 | HERITAGE FOODS LTD
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