Corporate Governance



General information about company

Scrip Code 500215
NSE Symbol ATFL
MSEI Symbol NOTLISTED
ISIN INE209A01019
Name of the entity Agro Tech Foods Limited
Date of start of financial year 01-APR-2023
Date of end of financial year 31-MAR-2024
Reporting Quarter Yearly
Date of Report 31-Mar-2024
Risk management committee Not Applicable



Annexure I
Annexure I to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory The initial Date of appointment of following Indepenent Directors is as below before getting appointed for the first term of 5 years under Companies Act 2013Sr Name Initial date of appointment1 Lt Gen D B Singh 25 March 20022 Mr Sanjaya Kulkarni 11 January 20053 Mr Arun Bewoor 21 October 20094 Mr Narendra Ambwani 06 April 20115 Ms Veena Vishnidas Gidwani 17 July 2014
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO No Disqualification of Directors under section 164 of the Companies Act, 2013
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
1 Mr. JAMES PATRICK KINNERK ZZZZZ9999Z 08773594 Non-Executive - Non Independent Director Chairperson 28-Jul-1957 No Active NA 23-Jul-2020 18-Aug-2021 1 0 0 0
2 Mr. PEDRO LABAYEN DE INZA ZZZZZ9999Z 09576297 Non-Executive - Non Independent Director Not Applicable 07-Dec-1968 No Active NA 28-Apr-2022 29-Jun-2022 1 0 1 0
3 Mr. TREVOR JOHN FOSTER ZZZZZ9999Z 09669509 Non-Executive - Non Independent Director Not Applicable 09-Oct-1977 No Active NA 20-Jul-2022 16-Oct-2022 1 0 0 0
4 Mr. LT GEN D B SINGH ANAPS8488D 00239637 Non-Executive - Independent Director Not Applicable 03-May-1941 No Active Yes 17-Jul-2019 17-Jul-2014 17-Jul-2019 116.14 1 1 2 2
5 Mr. SANJAYA KULKARNI AAEPK5942R 00102575 Non-Executive - Independent Director Not Applicable 30-May-1949 No Active Yes 12-Jul-2023 17-Jul-2014 17-Jul-2019 116.14 3 3 5 1
6 Mr. ARUN BEWOOR AAAPB9170E 00024276 Non-Executive - Independent Director Not Applicable 06-Sep-1942 No Active Yes 17-Jul-2019 17-Jul-2014 17-Jul-2019 116.14 2 2 5 1
7 Mr. NARENDRA AMBWANI AEIPA8788F 00236658 Non-Executive - Independent Director Not Applicable 15-Nov-1948 No Active Yes 12-Jul-2023 17-Jul-2014 17-Jul-2019 116.14 4 4 5 1
8 Ms. VEENA VISHINDAS GIDWANI AACPG4600J 06890544 Non-Executive - Independent Director Not Applicable 26-Jan-1950 No Active NA 17-Jul-2014 17-Jul-2019 116.14 1 1 2 0
9 Mr. SACHIN GOPAL AAPPG5042B 07439079 Executive Director Not Applicable 30-Jan-1960 No Active NA 01-Jul-2016 01-Jul-2021 1 0 0 0



Audit Committee Details
Whether the Audit Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00239637 LT GEN D B SINGH Non-Executive - Independent Director Chairperson 25-Mar-2002
2 00102575 SANJAYA KULKARNI Non-Executive - Independent Director Member 20-Jan-2005
3 00024276 ARUN BEWOOR Non-Executive - Independent Director Member 21-Oct-2009
4 00236658 NARENDRA AMBWANI Non-Executive - Independent Director Member 06-Apr-2011
5 06890544 VEENA VISHINDAS GIDWANI Non-Executive - Independent Director Member 17-Jul-2014
6 09576297 PEDRO LABAYEN DE INZA Non-Executive - Non Independent Director Member 28-Apr-2022



Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 08773594 JAMES PATRICK KINNERK Non-Executive - Non Independent Director Member 23-Jul-2020
2 00239637 LT GEN D B SINGH Non-Executive - Independent Director Chairperson 12-May-2004
3 00102575 SANJAYA KULKARNI Non-Executive - Independent Director Member 20-Jan-2005
4 00024276 ARUN BEWOOR Non-Executive - Independent Director Member 21-Oct-2009
5 00236658 NARENDRA AMBWANI Non-Executive - Independent Director Member 06-Apr-2011
6 06890544 VEENA VISHINDAS GIDWANI Non-Executive - Independent Director Member 17-Jul-2014
7 09576297 PEDRO LABAYEN DE INZA Non-Executive - Non Independent Director Member 28-Apr-2022



Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00239637 LT GEN D B SINGH Non-Executive - Independent Director Chairperson 25-Mar-2002
2 00102575 SANJAYA KULKARNI Non-Executive - Independent Director Member 20-Jan-2005
3 00024276 ARUN BEWOOR Non-Executive - Independent Director Member 21-Oct-2009
4 00236658 NARENDRA AMBWANI Non-Executive - Independent Director Member 06-Apr-2011
5 06890544 VEENA VISHINDAS GIDWANI Non-Executive - Independent Director Member 17-Jul-2014



Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 08773594 JAMES PATRICK KINNERK C & NED Member 23-Jul-2020
2 09576297 PEDRO LABAYEN DE INZA NED Member 28-Apr-2022
3 09669509 TREVOR JOHN FOSTER NED Member 20-Jul-2022
4 00239637 LT GEN D B SINGH ID Chairperson 17-Oct-2014
5 00102575 SANJAYA KULKARNI ID Member 17-Oct-2014
6 00024276 ARUN BEWOOR ID Member 17-Oct-2014
7 00236658 NARENDRA AMBWANI ID Member 17-Oct-2014
8 06890544 VEENA VISHINDAS GIDWANI ID Member 17-Oct-2014
9 07439079 SACHIN GOPAL ED Member 17-Oct-2014
10 99999999 KPN SRINIVAS Chief Financial Officer Member 22-Jan-2020



Annexure 1
Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 19-Oct-2023 true 9 9 5
2 23-Jan-2024 95 true 9 8 5
3 21-Mar-2024 57 true 9 8 4



Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1 Audit Committee 18-Oct-2023 true 6 6 5 0
2 Audit Committee 23-Jan-2024 96 true 6 5 5 0
3 Stakeholders Relationship Committee 19-Oct-2023 true 5 5 5 0
4 Stakeholders Relationship Committee 23-Jan-2024 95 true 5 5 5 0
5 Nomination and remuneration committee 23-Jan-2024 true 7 6 5 0
6 Nomination and remuneration committee 21-Mar-2024 57 true 7 6 4 0



Annexure 1
V. Related Party Transactions
Sr Subject Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here.
1 Whether prior approval of audit committee obtained Yes
2 Whether shareholder approval obtained for material RPT NA
3 Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee Yes
Disclosure of notes on related party transactions
Disclosure of notes of material transaction with related party



Details of Cyber security incidence
Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter No
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr Date of the event Brief details of the event



Annexure 1
VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) Yes
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
9 Any comments/observations/advice of Board of Directors may be mentioned here:



Annexure 1
Sr Subject Compliance status
1 Name of signatory JYOTI CHAWLA
2 Designation Company Secretary and Compliance Officer



Annexure II
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Sr Item Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here. Web address
1 Details of business Yes https://www.atfoods.com/about-us.aspx
2 Terms and conditions of appointment of independent directors Yes https://www.atfoods.com/pdf/other-information/TERMSANDCONDITIONSOFAPPOINTMENTOFINDEPENDENTDIRECTORSJULY2019.pdf
3 Composition of various committees of board of directors Yes https://www.atfoods.com/board-of-directors.aspx
4 Code of conduct of board of directors and senior management personnel Yes https://www.atfoods.com/pdf/code-of-conduct/codeofconductsep-16a.pdf
5 Details of establishment of vigil mechanism/ Whistle Blower policy Yes https://www.atfoods.com/pdf/code-of-conduct/Whistle%20Blower%20Policy.pdf
6 Criteria of making payments to non-executive directors Yes https://www.atfoods.com/pdf/other-information/TERMSANDCONDITIONSOFAPPOINTMENTOFINDEPENDENTDIRECTORSJULY2019.pdf
7 Policy on dealing with related party transactions Yes https://www.atfoods.com/pdf/code-of-conduct/policy_dealing_related_party_transactions.pdf
8 Policy for determining 'material' subsidiaries Yes https://www.atfoods.com/pdf/code-of-conduct/policy_determining_material_subsidiary.pdf
9 Details of familiarization programmes imparted to independent directors Yes https://www.atfoods.com/pdf/other-information/familiarisation_programme_independent_directors.pdf
10 Email address for grievance redressal and other relevant details Yes https://www.atfoods.com/grievance-redressal.aspx
11 Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances Yes https://www.atfoods.com/grievance-redressal.aspx
12 Financial results Yes https://www.atfoods.com/quarterly-results.aspx
13 Shareholding pattern Yes https://www.atfoods.com/shareholding-pattern.aspx
14 Details of agreements entered into with the media companies and/or their associates NA
15.1 Schedule of analyst or institutional investor meet and presentations madeby the listed entity to analysts or institutional investors simultaneously withsubmission to stock exchange Yes https://www.atfoods.com/analyst-calls.aspx
15.2 Audio or video recordings and transcripts of post earnings/quarterly calls Yes https://www.atfoods.com/analyst-calls.aspx
16 New name and the old name of the listed entity NA
17 Advertisements as per regulation 47 (1) Yes https://www.atfoods.com/paper-publications.aspx
18 Credit rating or revision in credit rating obtained Yes https://www.atfoods.com/investors-information.aspx
19 Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year Yes https://www.atfoods.com/annual-reports.aspx
20 Secretarial Compliance Report Yes https://www.atfoods.com/investors-information.aspx
21 Materiality Policy as per Regulation 30(4) Yes https://www.atfoods.com/pdf/code-of-conduct/atfl-policy-materiality.pdf
22 Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) Yes https://www.atfoods.com/grievance-redressal.aspx
23 Disclosures under regulation 30(8) Yes https://www.atfoods.com/stockexchange-updates.aspx
24 Statements of deviation(s) or variations(s) as specified in regulation 32 NA
25 Dividend distribution policy as specified in regulation 43A(1) Yes https://www.atfoods.com/pdf/code-of-conduct/DividendDistributionPolicy.pdf
26 Annual return as provided under section 92 of the Companies Act, 2013 Yes https://www.atfoods.com/investors-information.aspx
27 Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) Yes https://www.atfoods.com/disclosure-under-regulation.aspx
28 Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation Yes https://www.atfoods.com/disclosure-under-regulation.aspx
Disclosure of notes on website in terms of Listing Regulations explanatory


Annexure II
II. Annual Affirmations
Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here.
1 Independent director(s) have been appointed in terms of specified criteria of 'independence' and/or 'eligibility' 16(1)(b) & 25(6) Yes
2 Board composition 17(1), 17(1A), 17(1C), 17(1D) & 17(1E) Yes
3 Meeting of Board of directors 17(2) Yes
4 Quorum of Board meeting 17(2A) Yes
5 Review of Compliance Reports 17(3) Yes
6 Plans for orderly succession for appointments 17(4) Yes
7 Code of Conduct 17(5) Yes
8 Fees/compensation 17(6) Yes
9 Minimum Information 17(7) Yes
10 Compliance Certificate 17(8) Yes
11 Risk Assessment & Management 17(9) Yes
12 Performance Evaluation of Independent Directors 17(10) Yes
13 Recommendation of Board 17(11) Yes
14 Maximum number of directorship 17A Yes
15 Composition of Audit Committee 18(1) Yes
16 Meeting of Audit Committee 18(2) Yes
17 Role of Audit Committee and information to be reviewed by the audit committee 18(3) Yes
18 Composition of nomination & remuneration committee 19(1) & (2) Yes
19 Quorum of Nomination and Remuneration Committee meeting 19(2A) Yes
20 Meeting of nomination & remuneration committee 19(3A) Yes
21 Role of Nomination and Remuneration Committee 19(4) Yes
22 Composition of Stakeholder Relationship Committee 20(1), 20(2) and 20(2A) Yes
23 Meeting of stakeholder relationship committee 20(3A) Yes
24 Role of Stakeholders Relationship Committee 20(4) Yes
25 Composition and role of risk management committee 21(1),(2),(3),(4) Yes
26 Meeting of Risk Management Committee 21(3A) Yes
27 Quorum of Risk Management Committee meeting 21(3B) Yes
28 Gap between the meetings of the Risk Management Committee 21(3C) Yes
29 Vigil Mechanism 22 Yes
30 Policy for related party Transaction 23(1), (1A), (5) ,(6) & (8) Yes
31 Prior or Omnibus approval of Audit Committee for all related party transactions 23(2),(3) Yes
32 Approval for material related party transactions 23(4) NA
33 Disclosure of related party transactions on consolidated basis 23(9) Yes
34 Composition of Board of Directors of unlisted material Subsidiary 24(1) NA
35 Other Corporate Governance requirements with respect to subsidiary of listed entity 24(2),(3),(4),(5) & (6) Yes
36 Alternate Director to Independent Director 25(1) NA
37 Maximum Tenure 25(2) Yes
38 Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism 25(2A) Yes
39 Meeting of independent directors 25(3) & (4) Yes
40 Familiarization of independent directors 25(7) Yes
41 Declaration from Independent Director 25(8) & (9) Yes
42 Directors and Officers insurance 25(10) Yes
43 Confirmation with respect to appointment of Independent Directors who resigned from the listed entity 25(11) NA
44 Memberships in Committees 26(1) Yes
45 Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel 26(3) Yes
46 Disclosure of Shareholding by Non-Executive Directors 26(4) Yes
47 Policy with respect to Obligations of directors and senior management 26(2) & 26(5) Yes
48 Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity 26(6) NA
49 Vacancies in respect Key Managerial Personnel 26A(1) & 26A(2) NA
Any other information to be provided - Add Notes



Annexure II
1 Name of signatory JYOTI CHAWLA
2 Designation Company Secretary and Compliance Officer



Annexure II
III. Affirmations
Sr Particulars Compliance status (Yes/No/NA)
1 The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied NA
Any other information to be provided



Additional Half yearly Disclosure
Applicability of disclosure Not Applicable
Reason for Non Applicability The Company has not given any loans, guarantees, comfort letters or securities etc. to any Promoter/ Promoter Group/ Directors /KMPs or any other entity controlled by either of them.
I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below
(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
Entity Aggregate amount advanced during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By
Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during six months Balance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by
Entity Type of security (cash, shares etc.) Aggregate value of security provided during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(D) Additional Information
II. Affirmations
Affirmations Compliance Status Company Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company.
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