Annexure – 3(iii) FORM No. MR-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 Nutrivet Limited CIN: U15400TG2008PLC062054 Part-B of 3rd floor, H.No. 8-2-293/82/A/1286, Plot No. 1286, Road No. 1 & 65, Jubilee Hills, Hyderabad, Telangana, 500033 I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Heritage Nutrivet Limited (herein after called the “Company”). Secretarial audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my 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, I hereby report that in my 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 also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I 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 Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (iii) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the company:- a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Not Applicable b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; Not Applicable c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time; Not Applicable d. The Securities and Exchange Board of India (Share Based employee Benefits and Sweat Equity) Regulations, 2021; Not Applicable e. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities), Regulations, 2021; Not Applicable 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; Not Applicable g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not Applicable h. The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; Not Applicable i. The Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015; Not Applicable (iv) The other laws, as informed and certified by the management of the Company which are specifically applicable to the Company are: • The Andhra Pradesh Animal Feed (Regulation of Manufacture, Quality Control, Sale and Distribution) Act, 2020 I, have also examined compliance with the applicable clauses of the Secretarial Standards (“SS”) as amended from time to time issued by The Institute of Company Secretaries of India (“ICSI”). During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. I further report that, the Company has, in my opinion generally complied with the provisions of the Companies Act, 2013 and the Rules made there under that Act as notified by the Ministry of Corporate Affairs and the Memorandum and Articles of Association of the Company, with regard to a) Maintenance of various statutory registers and documents and making necessary entries therein. b) Forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Central Government. c) The Annual General Meeting was held on August 16, 2023. d) Minutes of the proceedings of General meetings and of the Board Meetings. Board's Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS 88 32ND ANNUAL REPORT 2023-24 | HERITAGE FOODS LTD
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