General information about company

Scrip code500215
NSE SymbolATFL
MSEI SymbolNOTLISTED
ISININE209A01019
Name of the entityAGRO TECH FOODS LIMITED
Date of start of financial year01-04-2022
Date of end of financial year31-03-2023
Reporting QuarterYearly
Date of Report31-03-2023
Risk management committeeApplicable
Market Capitalisation as per immediate previous Financial YearTop 1000 listed entities



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 explanatoryTextual Information(1)
Whether the listed entity has a Regular ChairpersonYes
Whether Chairperson is related to MD or CEONoDisqualification of Directors under section 164 of the Companies Act, 2013
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent statusWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure 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 (Refer Regulation 17A(1) of Listing RegulationsNumber 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)Notes for not providing PANNotes for not providing DIN
1MrJAMES PATRICK KINNERKZZZZZ9999Z08773594Non-Executive - Non Independent DirectorChairperson28-07-1957NoActiveNA23-07-202018-08-20211000Textual Information(2)
2MrPEDRO LABAYEN DE INZAZZZZZ9999Z09576297Non-Executive - Non Independent DirectorNot Applicable07-12-1968NoActiveNA28-04-202229-06-20221010Textual Information(3)
3MrTREVOR JOHN FOSTERZZZZZ9999Z09669509Non-Executive - Non Independent DirectorNot Applicable09-10-1977NoActiveNA20-07-202216-10-20221000Textual Information(4)
4MrLT GEN D B SINGHANAPS8488D00239637Non-Executive - Independent DirectorNot Applicable03-05-1941NoActiveYes17-07-201917-07-201417-07-2019104.141122



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent statusWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure 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 (Refer Regulation 17A(1) of Listing RegulationsNumber 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)Notes for not providing PANNotes for not providing DIN
5MrSANJAYA KULKARNIAAEPK5942R00102575Non-Executive - Independent DirectorNot Applicable30-05-1949NoActiveNA17-07-201417-07-2019104.143351
6MrARUN BEWOORAAAPB9170E00024276Non-Executive - Independent DirectorNot Applicable06-09-1942NoActiveYes17-07-201917-07-201417-07-2019104.142251
7MrNARENDRA AMBWANIAEIPA8788F00236658Non-Executive - Independent DirectorNot Applicable15-11-1948NoActiveNA17-07-201417-07-2019104.144471
8MsVEENA VISHINDAS GIDWANIAACPG4600J06890544Non-Executive - Independent DirectorNot Applicable26-01-1950NoActiveNA17-07-201417-07-2019104.141120



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent statusWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure 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 (Refer Regulation 17A(1) of Listing RegulationsNumber 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)Notes for not providing PANNotes for not providing DIN
9MrSACHIN GOPALAAPPG5042B07439079Executive DirectorNot Applicable30-01-1960NoActiveNA01-07-201601-07-20211000



Text Block

Textual Information(1)
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 2013
Sr Name Initial date of appointment
1 Lt Gen D B Singh 25 March 2002
2 Mr Sanjaya Kulkarni 11 January 2005
3 Mr Arun Bewoor 21 October 2009
4 Mr Narendra Ambwani 06 April 2011
5 Ms Veena Vishnidas Gidwani 17 July 2014
Textual Information(2)
PAN HAS NOT BEEN APPLIED FOR FOREIGN DIRECTORS
Textual Information(3)
PAN HAS NOT BEEN APPLIED FOR FOREIGN DIRECTORS
Textual Information(4)
PAN HAS NOT BEEN APPLIED FOR FOREIGN DIRECTORS




Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100239637LT GEN D B SINGHNon-Executive - Independent DirectorChairperson25-03-2002
200102575SANJAYA KULKARNINon-Executive - Independent DirectorMember20-01-2005
300024276ARUN BEWOORNon-Executive - Independent DirectorMember21-10-2009
400236658NARENDRA AMBWANINon-Executive - Independent DirectorMember06-04-2011
506890544VEENA VISHINDAS GIDWANINon-Executive - Independent DirectorMember17-07-2014
609576297PEDRO LABAYEN DE INZANon-Executive - Non Independent DirectorMember28-04-2022


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
108773594JAMES PATRICK KINNERKNon-Executive - Non Independent DirectorMember23-07-2020
200239637LT GEN D B SINGHNon-Executive - Independent DirectorChairperson12-05-2004
300102575SANJAYA KULKARNINon-Executive - Independent DirectorMember20-01-2005
400024276ARUN BEWOORNon-Executive - Independent DirectorMember21-10-2009
500236658NARENDRA AMBWANINon-Executive - Independent DirectorMember06-04-2011
606890544VEENA VISHINDAS GIDWANINon-Executive - Independent DirectorMember17-07-2014
709576297PEDRO LABAYEN DE INZANon-Executive - Non Independent DirectorMember28-04-2022


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100239637LT GEN D B SINGHNon-Executive - Independent DirectorChairperson25-03-2002
200102575SANJAYA KULKARNINon-Executive - Independent DirectorMember20-01-2005
300024276ARUN BEWOORNon-Executive - Independent DirectorMember21-10-2009
400236658NARENDRA AMBWANINon-Executive - Independent DirectorMember06-04-2011
506890544VEENA VISHINDAS GIDWANINon-Executive - Independent DirectorMember17-07-2014


Risk Management Committee

Whether the Risk Management Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
108773594JAMES PATRICK KINNERKNon-Executive - Non Independent DirectorMember23-07-2020
209576297PEDRO LABAYEN DE INZANon-Executive - Non Independent DirectorMember28-04-2022
309669509TREVOR JOHN FOSTERNon-Executive - Non Independent DirectorMember20-07-2022
400239637LT GEN D B SINGHNon-Executive - Independent DirectorChairperson17-10-2014
500102575SANJAYA KULKARNINon-Executive - Independent DirectorMember17-10-2014
600024276ARUN BEWOORNon-Executive - Independent DirectorMember17-10-2014
700236658NARENDRA AMBWANINon-Executive - Independent DirectorMember17-10-2014
806890544VEENA VISHINDAS GIDWANINon-Executive - Independent DirectorMember17-10-2014
907439079SACHIN GOPALExecutive DirectorMember17-10-2014
1099999999KPN SRINIVASChief Financial OfficerMember22-01-2020Textual Information(1)

Sr Text Block

Textual Information(1)
Jyoti Chawla Company Secretary is also a Member of Risk Management Committee.


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
108773594JAMES PATRICK KINNERKNon-Executive - Non Independent DirectorMember23-07-2020
209576297PEDRO LABAYEN DE INZANon-Executive - Non Independent DirectorMember28-04-2022
309669509TREVOR JOHN FOSTERNon-Executive - Non Independent DirectorMember20-07-2022
400239637LT GEN D B SINGHNon-Executive - Independent DirectorChairperson22-04-2014
500102575SANJAYA KULKARNINon-Executive - Independent DirectorMember22-04-2014
600024276ARUN BEWOORNon-Executive - Independent DirectorMember22-04-2014
700236658NARENDRA AMBWANINon-Executive - Independent DirectorMember22-04-2014
806890544VEENA VISHINDAS GIDWANINon-Executive - Independent DirectorMember17-07-2014


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Total Number of Directors as on date of the meetingNumber of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
119-10-2022Yes995
224-01-202396Yes974



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(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 committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Total Number of Directors in the Committee as on date of the meetingNumber 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)
1Audit Committee18-10-2022Yes6650
2Audit Committee24-01-202397Yes6440
3Stakeholders Relationship Committee19-10-2022Yes5550
4Stakeholders Relationship Committee24-01-202396Yes5440
5Risk Management Committee12-01-2023Yes9952



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedYes
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeYes
Disclosure of notes on related party transactions Textual Information(1)


Text Block

Textual Information(1)
There have been no material Related Party Transactions for which the approval of shareholders is required



Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The 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
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The 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
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes
9Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)

Annexure 1

SrSubjectCompliance status
1Name of signatoryJYOTI CHAWLA
2DesignationCompany Secretary and Compliance Officer



Text Block

Textual Information(1)
The report will be put before the Board of Directors for their review information and comments thereoon at the forthcoming meeting



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

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeshttps://www.atfoods.com/about-us.aspx
2Terms and conditions of appointment of independent directorsYeshttps://www.atfoods.com/pdf/other-information/TERMSANDCONDITIONSOFAPPOINTMENTOFINDEPENDENTDIRECTORSJULY2019.pdf
3Composition of various committees of board of directorsYeshttps://www.atfoods.com/board-of-directors.aspx
4Code of conduct of board of directors and senior management personnelYeshttps://www.atfoods.com/pdf/code-of-conduct/codeofconductsep-16a.pdf
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttps://www.atfoods.com/pdf/code-of-conduct/Whistle%20Blower%20Policy.pdf
6Criteria of making payments to non-executive directorsYeshttps://www.atfoods.com/pdf/other-information/TERMSANDCONDITIONSOFAPPOINTMENTOFINDEPENDENTDIRECTORSJULY2019.pdf
7Policy on dealing with related party transactionsYeshttps://www.atfoods.com/pdf/code-of-conduct/policy_dealing_related_party_transactions.pdf
8Policy for determining ‘material’ subsidiariesYeshttps://www.atfoods.com/pdf/code-of-conduct/policy_determining_material_subsidiary.pdf
9Details of familiarization programmes imparted to independent directorsYeshttps://www.atfoods.com/pdf/other-information/familiarisation_programme_independent_directors.pdf

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

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeshttps://www.atfoods.com/grievance-redressal.aspx
11email address for grievance redressal and other relevant detailsYeshttps://www.atfoods.com/grievance-redressal.aspx
12Financial resultsYeshttps://www.atfoods.com/quarterly-results.aspx
13Shareholding patternYeshttps://www.atfoods.com/shareholding-pattern.aspx
14Details of agreements entered into with the media companies and/or their associatesNA
15Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchangeYeshttps://www.atfoods.com/analyst-calls.aspx
16New name and the old name of the listed entityNA
17Advertisements as per regulation 47 (1)Yeshttps://www.atfoods.com/paper-publications.aspx
18Credit rating or revision in credit rating obtainedYeshttps://www.atfoods.com/investors-information.aspx
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearYeshttps://www.atfoods.com/annual-reports.aspx
20Whether company has provided information under separate section on its website as per Regulation 46(2)Yeshttps://www.atfoods.com/investor-relations.aspx
21Materiality Policy as per Regulation 30Yeshttps://www.atfoods.com/pdf/code-of-conduct/atfl-policy-materiality.pdf
22Dividend Distribution policy as per Regulation 43A (as applicable)Yeshttps://www.atfoods.com/pdf/code-of-conduct/DividendDistributionPolicy.pdf
23It is certified that these contents on the website of the listed entity are correctYeshttps://www.atfoods.com/home.aspx


Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1), 17(1A) & 17(1B)Yes
3Meeting of Board of directors17(2)Yes
4Quorum of Board meeting17(2A)Yes
5Review of Compliance Reports17(3)Yes
6Plans for orderly succession for appointments17(4)Yes
7Code of Conduct17(5)Yes
8Fees/compensation17(6)Yes
9Minimum Information17(7)Yes
10Compliance Certificate17(8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Risk Assessment & Management17(9)Yes
12Performance Evaluation of Independent Directors17(10)Yes
13Recommendation of Board17(11)Yes
14Maximum number of Directorships17AYes
15Composition of Audit Committee18(1)Yes
16Meeting of Audit Committee18(2)Yes
17Composition of nomination & remuneration committee19(1) & (2)Yes
18Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
19Meeting of Nomination and Remuneration Committee19(3A)Yes
20Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Meeting of Stakeholders Relationship Committee20(3A)Yes
22Composition and role of risk management committee21(1),(2),(3),(4)Yes
23Meeting of Risk Management Committee21(3A)Yes
24Vigil Mechanism22Yes
25Policy for related party Transaction23(1),(1A),(5),(6),(7) & (8)Yes
26Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
27Approval for material related party transactions23(4)NA
28Disclosure of related party transactions on consolidated basis23(9)Yes
29Composition of Board of Directors of unlisted material Subsidiary24(1)NA
30Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Annual Secretarial Compliance Report24(A)Yes
32Alternate Director to Independent Director25(1)NA
33Maximum Tenure25(2)Yes
34Meeting of independent directors25(3) & (4)Yes
35Familiarization of independent directors25(7)Yes
36Declaration from Independent Director25(8) & (9)Yes
37D & O Insurance for Independent Directors25(10)Yes
38Memberships in Committees26(1)Yes
39Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
40Disclosure of Shareholding by Non-Executive Directors26(4)Yes
41Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryJYOTI CHAWLA
2DesignationCompany Secretary and Compliance Officer



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedNA
Any other information to be provided




Annexure II

1Name of signatoryJYOTI CHAWLA
2DesignationCompany Secretary and Compliance Officer




Additional Half yearly Disclosure

Applicability of disclosure Not Applicable
Reason for Non Applicability Textual Information(1)

Text Block

Textual Information(1)
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.




Signatory Details

Name of signatoryJYOTI CHAWLA
Designation of personCompany Secretary and Compliance Officer
PlaceGURUGRAM
Date14-04-2023