Heritage Foods Limited

STATUTORY REPORTS Board’s Report 29 th Annual Report 2020-21 | 81 Annexure-3 FORM No. MR-3 SECRETARIAL AUDIT REPORT For the Financial year ended 31st March, 2021 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, Heritage Foods Limited CIN:L15209TG1992PLC014332 # 6-3-541/C, Panjagutta, Hyderabad-500082 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 veri fi cation of the Company’s, books, papers, minute books, forms and returns fi led and other records maintained by the company and also the information provided by the Company, its o ffi cers 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 fi nancial year ended on March 31, 2021 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: We have examined the books, papers, minute books, forms and returns fi led and other records maintained by the Company for the fi nancial year ended on March 31, 2021 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 (Depositories and Participants) Regulations, 2018 (e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; -- N.A. (f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; -- N.A. (g) 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; (h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; -- N.A.