Heritage Foods Limited

Heritage Foods Limited 82 (i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; -- N.A. (j) The Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015. (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 speci fi cally to the Company: a) Food Safety and Standards Act, 2006 and the Rules made there under b) The Prevention of Foods Adulteration Act, 1954 and the Rules made there under 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, New Delhi. and (ii) The Listing Agreements entered into by the Company with the BSE Limited and the National Stock Exchanges of India Limited, Mumbai 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. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board 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 clari fi cations on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded. We further report that based on the information provided and the representation made by the Company and also on the review of the compliance certi fi cates / reports taken on record by the Board of Directors of the Company, in our opinion, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. 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 sought the approval of its members through postal ballot in compliance with MCA circulars for following main events. • To approve for giving guarantee or providing security under Section 185 of Companies Act, 2013 to the Joint Venture Company • To approve for giving loan or guarantee or providing security in connection with loan availed by any of Company’s Subsidiary, Associate, Joint Venture Company and other person speci fi ed under section 185 of the Companies Act, 2013. 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. for SAVITA JYOTI ASSOCIATES Place: Hyderabad Date: 21.04.2021 Savita Jyoti Partner M. No. FCS-3738, CP. No. 1796 UDIN# F003738C000146331 This Report is to be read with our testimony of even date which is annexed as Annexure- A and forms an integral part of this report.