General information about company

Scrip code500215
NSE SymbolATFL
MSEI SymbolNOTLISTED
ISININE209A01010
Name of the entityAGRO TECH FOODS LIMITED
Date of start of financial year01-04-2019
Date of end of financial year31-03-2020
Reporting QuarterYearly
Date of Report31-03-2020
Risk management committeeNot Applicable
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)
Wether the listed entity has a Regular ChairpersonYes
Whether Chairperson is related to MD or CEONo
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether 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
1MsJILL ANN RAHMANZZZZZ9999Z07693684Non-Executive - Non Independent DirectorChairperson28-11-1960NA18-01-201726-07-20181000Textual Information(2)
2MsDENISE LYNN HANSENZZZZZ9999Z07583110Non-Executive - Non Independent DirectorNot Applicable18-10-1971NA24-08-201626-07-20181010Textual Information(3)
3MrLT. GEN D B SINGHANAPS8488D00239637Non-Executive - Independent DirectorNot Applicable03-05-1941Yes20-03-201917-07-201417-07-2019681122
4MrSANJAYA KULKARNIAAEPK5942R00102575Non-Executive - Independent DirectorNot Applicable30-05-1949NA17-07-201417-07-2019683351



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Wether 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 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
5MrARUN BEWOORAAAPB9170E00024276Non-Executive - Independent DirectorNot Applicable06-09-1942Yes20-03-201917-07-201417-07-2019682261
6MrNARENDRA AMBWANIAEIPA8788F00236658Non-Executive - Independent DirectorNot Applicable15-11-1948NA17-07-201417-07-2019684461
7MsVEENA VISHINDAS GIDWANIAACPG4600J06890544Non-Executive - Independent DirectorNot Applicable26-01-1950NA17-07-201417-07-2019681120
8MrSACHIN GOPALAAPPG5042B07439079Executive DirectorNot Applicable30-01-1960NA01-07-20161100



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                      26 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    14 June 2014
Textual Information(2)
PAN HAS NOT BEEN APPLIED FOR FOREIGN DIRECTORS
Textual Information(3)
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 DirectorChairperson26-03-2002
207583110DENISE LYNN HANSENNon-Executive - Non Independent DirectorMember19-10-2016
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


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
107693684JILL ANN RAHMANNon-Executive - Non Independent DirectorMember18-01-2017
207583110DENISE LYNN HANSENNon-Executive - Non Independent DirectorMember19-10-2016
300239637LT. GEN D B SINGHNon-Executive - Independent DirectorChairperson12-05-2004
400102575SANJAYA KULKARNINon-Executive - Independent DirectorMember20-01-2005
500024276ARUN BEWOORNon-Executive - Independent DirectorMember21-10-2009
600236658NARENDRA AMBWANINon-Executive - Independent DirectorMember06-04-2011
706890544VEENA VISHINDAS GIDWANINon-Executive - Independent DirectorMember17-07-2014


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 DirectorChairperson26-03-2002
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
107693684JILL ANN RAHMANNon-Executive - Non Independent DirectorMember18-01-2017
207583110DENISE LYNN HANSENNon-Executive - Non Independent DirectorMember19-10-2016
300239637LT. GEN D B SINGHNon-Executive - Independent DirectorChairperson17-10-2014
400102575SANJAYA KULKARNINon-Executive - Independent DirectorMember17-10-2014
500024276ARUN BEWOORNon-Executive - Independent DirectorMember17-10-2014
600236658NARENDRA AMBWANINon-Executive - Independent DirectorMember17-10-2014
706890544VEENA VISHINDAS GIDWANINon-Executive - Independent DirectorMember17-10-2014
807439079SACHIN GOPALExecutive DirectorMember17-10-2014


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
107693684JILL ANN RAHMANNon-Executive - Non Independent DirectorMember18-01-2017
207583110DENISE LYNN HANSENNon-Executive - Non Independent DirectorMember19-10-2016
300239637LT. GEN D B SINGHNon-Executive - Independent DirectorChairperson22-04-2014
400102575SANJAYA KULKARNINon-Executive - Independent DirectorMember22-04-2014
500024276ARUN BEWOORNon-Executive - Independent DirectorMember22-04-2014
600236658NARENDRA AMBWANINon-Executive - Independent DirectorMember22-04-2014
706890544VEENA 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)Number of Directors present*No. of Independent Directors attending the meeting*
123-10-2019Yes85
222-01-202090Yes85



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)Number of Directors present*No. of Independent Directors attending the meeting*
1Audit Committee23-10-2019Yes54
2Audit Committee22-01-2020Yes65
3Audit Committee05-03-2020Yes44
4Stakeholders Relationship Committee23-10-2019Yes44
5Stakeholders Relationship Committee22-01-2020Yes55
6Risk Management Committee22-01-2020Yes85



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 500 listed entities)NA
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 thereon 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 businessYeshttp://www.atfoods.com/company/about-us.html
2Terms and conditions of appointment of independent directorsYeshttp://www.atfoods.com/templates/home_tpl/pdf/other_infopdf
3Composition of various committees of board of directorsYeshttp://www.atfoods.com/investor-relations/committees-board-of-directors.html
4Code of conduct of board of directors and senior management personnelYeshttp://www.atfoods.com/pdf/codeofconduct/codeofconductsep-16a.pdf
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttp://www.atfoods.com/pdf/whistle-blower-policyfinal.pdf
6Criteria of making payments to non-executive directorsYeshttp://www.atfoods.com/templates/home_tpl/pdf/other_info.pdf
7Policy on dealing with related party transactionsYeshttp://www.atfoods.com/pdf/policy_dealing_related_party_transactions.pdf
8Policy for determining ‘material’ subsidiariesYeshttp://www.atfoods.com/pdf/policy_determining_material_subsidiary.pdf
9Details of familiarization programmes imparted to independent directorsYeshttp://www.atfoods.com/templates/home_tpl/pdf/other_info.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 grievancesYeshttp://www.atfoods.com/investor-relations/grievance-redressal-forum.html
11email address for grievance redressal and other relevant detailsYeshttp://www.atfoods.com/investor-relations/grievance-redressal-forum.html
12Financial resultsYeshttp://www.atfoods.com/investor-relations/quarterly-results.html
13Shareholding patternYeshttp://www.atfoods.com/investor-relations/shareholder-services.html
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 exchangeYeshttp://www.atfoods.com/investor-relations/analyst-calls-and-presentation.html
16New name and the old name of the listed entityNA
17Advertisements as per regulation 47 (1)Yeshttp://www.atfoods.com/investor-relations/paper-publications.html
18Credit rating or revision in credit rating obtainedYeshttp://www.atfoods.com/investor-relations/other-information.html
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearYeshttp://www.atfoods.com/investor-relations/annual-reports.html
20Whether company has provided information under separate section on its website as per Regulation 46(2)Yeshttp://www.atfoods.com/investor-relations.html
21Materiality Policy as per Regulation 30Yeshttp://www.atfoods.com/pdf/policy_determining_material_subsidiary.pdf
22Dividend Distribution policy as per Regulation 43A (as applicable)NA
23It is certified that these contents on the website of the listed entity are correctYeswww.atfoods.com


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



Signatory Details

Name of signatoryJYOTI CHAWLA
Designation of personCompany Secretary and Compliance Officer
PlaceGURUGRAM
Date12-05-2020