e) Constitution of the Board of Directors, appointment, retirement and reappointment of Directors including the Managing Director. f) During the year under review the Board of Directors met 5 times, i.e May 18, 2023, July 28, 2023, October 17, 2023, January 23, 2024 and March 15, 2024. The time gap between the two Board meetings is within 120 days as per the Secretarial Standard-1. g) No Payment of remuneration was made to Directors including the Managing Director/Whole-time Directors except sitting fee. I 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 generally complied with the applicable laws applicable specifically to the Company. I further report that, based on the information received and records maintained there are adequate systems and process in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. For KLB & Associates CS Khusboo Laxmi Bhagat M. No: 9376, CP No:14703 Place: Hyderabad UDIN: F009376F000353808 Date: May 11, 2024 PR: 3403/2023 ANNEXURE-A TO SECRETARIAL AUDIT REPORT 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 Auditor’s Responsibility Based on audit, our responsibility is to express an opinion on the compliance with the applicable laws and maintenance of records by the Company. We conducted our audit in accordance with the auditing standards CSAS 1 to CSAS 4 (CSAS) prescribed by the Institute of the Company Secretaries of India (ICSI). These standards require that the auditor complies with statutory and regulatory requirements and plans and performs the audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records. Due to the inherent limitations of an audit including internal, financial and operating controls, there may be unavoidable risk that may some misstatements or non-compliance may not be detected, even though the audit is properly planned and performed in accordance with the CSAS. Our report of even date is to be read along with this letter. a) Maintenance of Secretarial record is the responsibility of management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. b) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on a test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion. c) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. d) Wherever required, we have obtained Management representation about the compliance of laws, rules and regulations and happenings of events etc. e) The Compliance of the provisions of Corporate and other applicable laws, rules and regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. f) The Secretarial Audit is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management conducted the affairs of the Company. For KLB & Associates CS Khusboo Laxmi Bhagat M. No: 9376, CP No:14703 Place: Hyderabad UDIN: F009376F000353808 Date: May 11, 2024 PR: 3403/2023 Board's Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS 89 HERITAGE FOODS LTD | 32ND ANNUAL REPORT 2023-24
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