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 | 01-04-2022 |
| Date of end of financial year | 31-03-2023 |
| Reporting Quarter | Quarterly |
| Date of Report | 31-12-2022 |
| Risk management committee | Applicable |
| Market Capitalisation as per immediate previous Financial Year | Top 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 explanatory | Textual Information(1) | ||||||||||||||||||||||||
| 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 (Refer Regulation 17A(1) of Listing Regulations | 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) | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr | JAMES PATRICK KINNERK | ZZZZZ9999Z | 08773594 | Non-Executive - Non Independent Director | Chairperson | 28-07-1957 | No | Active | NA | 23-07-2020 | 18-08-2021 | 1 | 0 | 0 | 0 | Textual Information(2) | ||||||||
| 2 | Mr | PEDRO LABAYEN DE INZA | ZZZZZ9999Z | 09576297 | Non-Executive - Non Independent Director | Not Applicable | 07-12-1968 | No | Active | NA | 28-04-2022 | 29-06-2022 | 1 | 0 | 1 | 0 | Textual Information(3) | ||||||||
| 3 | Mr | TREVOR JOHN FOSTER | ZZZZZ9999Z | 09669509 | Non-Executive - Non Independent Director | Not Applicable | 09-10-1977 | No | Active | NA | 20-07-2022 | 16-10-2022 | 1 | 0 | 0 | 0 | Textual Information(4) | ||||||||
| 4 | Mr | LT GEN D B SINGH | ANAPS8488D | 00239637 | Non-Executive - Independent Director | Not Applicable | 03-05-1941 | No | Active | Yes | 17-07-2019 | 17-07-2014 | 17-07-2019 | 101 | 1 | 1 | 2 | 2 | |||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
Whether the listed entity has a Regular Chairperson | |||||||||||||||||||||||||
| 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 (Refer Regulation 17A(1) of Listing Regulations | 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) | Notes for not providing PAN | Notes for not providing DIN |
| 5 | Mr | SANJAYA KULKARNI | AAEPK5942R | 00102575 | Non-Executive - Independent Director | Not Applicable | 30-05-1949 | No | Active | NA | 17-07-2014 | 17-07-2019 | 101 | 3 | 3 | 4 | 1 | ||||||||
| 6 | Mr | ARUN BEWOOR | AAAPB9170E | 00024276 | Non-Executive - Independent Director | Not Applicable | 06-09-1942 | No | Active | Yes | 17-07-2019 | 17-07-2014 | 17-07-2019 | 101 | 2 | 2 | 6 | 2 | |||||||
| 7 | Mr | NARENDRA AMBWANI | AEIPA8788F | 00236658 | Non-Executive - Independent Director | Not Applicable | 15-11-1948 | No | Active | NA | 17-07-2014 | 17-07-2019 | 101 | 4 | 4 | 7 | 1 | ||||||||
| 8 | Ms | VEENA VISHINDAS GIDWANI | AACPG4600J | 06890544 | Non-Executive - Independent Director | Not Applicable | 26-01-1950 | No | Active | NA | 17-07-2014 | 17-07-2019 | 101 | 1 | 1 | 2 | 0 | ||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
Whether the listed entity has a Regular Chairperson | |||||||||||||||||||||||||
| 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 (Refer Regulation 17A(1) of Listing Regulations | 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) | Notes for not providing PAN | Notes for not providing DIN |
| 9 | Mr | SACHIN GOPAL | AAPPG5042B | 07439079 | Executive Director | Not Applicable | 30-01-1960 | No | Active | NA | 01-07-2016 | 01-07-2021 | 1 | 0 | 0 | 0 | |||||||||
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
|
Annexure 1 | |||||||
II. Composition of Committees | |||||||
| Disclosure of notes on composition of committees explanatory | Textual Information(1) | ||||||
Annexure 1 Text Block | |
| Textual Information(1) | Mr. Trevor who was appointed as a member of Nomination & Remuneration Committee with effect from 20th July, 2022, however he ceases to be the member of the committee with effect from 30th September, 2022.
|
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 | 25-03-2002 | ||
| 2 | 00102575 | SANJAYA KULKARNI | Non-Executive - Independent Director | Member | 20-01-2005 | ||
| 3 | 00024276 | ARUN BEWOOR | Non-Executive - Independent Director | Member | 21-10-2009 | ||
| 4 | 00236658 | NARENDRA AMBWANI | Non-Executive - Independent Director | Member | 06-04-2011 | ||
| 5 | 06890544 | VEENA VISHINDAS GIDWANI | Non-Executive - Independent Director | Member | 17-07-2014 | ||
| 6 | 09576297 | PEDRO LABAYEN DE INZA | Non-Executive - Non Independent Director | Member | 28-04-2022 | ||
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 | 23-07-2020 | ||
| 2 | 00239637 | LT GEN D B SINGH | Non-Executive - Independent Director | Chairperson | 12-05-2004 | ||
| 3 | 00102575 | SANJAYA KULKARNI | Non-Executive - Independent Director | Member | 20-01-2005 | ||
| 4 | 00024276 | ARUN BEWOOR | Non-Executive - Independent Director | Member | 21-10-2009 | ||
| 5 | 00236658 | NARENDRA AMBWANI | Non-Executive - Independent Director | Member | 06-04-2011 | ||
| 6 | 06890544 | VEENA VISHINDAS GIDWANI | Non-Executive - Independent Director | Member | 17-07-2014 | ||
| 7 | 09576297 | PEDRO LABAYEN DE INZA | Non-Executive - Non Independent Director | Member | 28-04-2022 | ||
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 | 25-03-2002 | ||
| 2 | 00102575 | SANJAYA KULKARNI | Non-Executive - Independent Director | Member | 20-01-2005 | ||
| 3 | 00024276 | ARUN BEWOOR | Non-Executive - Independent Director | Member | 21-10-2009 | ||
| 4 | 00236658 | NARENDRA AMBWANI | Non-Executive - Independent Director | Member | 06-04-2011 | ||
| 5 | 06890544 | VEENA VISHINDAS GIDWANI | Non-Executive - Independent Director | Member | 17-07-2014 | ||
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 | Non-Executive - Non Independent Director | Member | 23-07-2020 | ||
| 2 | 09576297 | PEDRO LABAYEN DE INZA | Non-Executive - Non Independent Director | Member | 28-04-2022 | ||
| 3 | 09669509 | TREVOR JOHN FOSTER | Non-Executive - Non Independent Director | Member | 20-07-2022 | ||
| 4 | 00239637 | LT GEN D B SINGH | Non-Executive - Independent Director | Chairperson | 17-10-2014 | ||
| 5 | 00102575 | SANJAYA KULKARNI | Non-Executive - Independent Director | Member | 17-10-2014 | ||
| 6 | 00024276 | ARUN BEWOOR | Non-Executive - Independent Director | Member | 17-10-2014 | ||
| 7 | 00236658 | NARENDRA AMBWANI | Non-Executive - Independent Director | Member | 17-10-2014 | ||
| 8 | 06890544 | VEENA VISHINDAS GIDWANI | Non-Executive - Independent Director | Member | 17-10-2014 | ||
| 9 | 07439079 | SACHIN GOPAL | Executive Director | Member | 17-10-2014 | ||
| 10 | 99999999 | KPN SRINIVAS | Chief Financial Officer | Member | 22-01-2020 | Textual 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 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 | 23-07-2020 | ||
| 2 | 09576297 | PEDRO LABAYEN DE INZA | Non-Executive - Non Independent Director | Member | 28-04-2022 | ||
| 3 | 09669509 | TREVOR JOHN FOSTER | Non-Executive - Non Independent Director | Member | 20-07-2022 | ||
| 4 | 00239637 | LT GEN D B SINGH | Non-Executive - Independent Director | Chairperson | 22-04-2014 | ||
| 5 | 00102575 | SANJAYA KULKARNI | Non-Executive - Independent Director | Member | 22-04-2014 | ||
| 6 | 00024276 | ARUN BEWOOR | Non-Executive - Independent Director | Member | 22-04-2014 | ||
| 7 | 00236658 | NARENDRA AMBWANI | Non-Executive - Independent Director | Member | 22-04-2014 | ||
| 8 | 06890544 | VEENA VISHINDAS GIDWANI | Non-Executive - Independent Director | Member | 17-07-2014 | ||
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
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 (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | 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 | 20-07-2022 | Yes | 9 | 6 | 4 | |||
| 2 | 19-10-2022 | 90 | Yes | 9 | 9 | 5 | ||
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 | 20-07-2022 | Yes | 6 | 4 | 4 | 0 | |||
| 2 | Audit Committee | 18-10-2022 | 89 | Yes | 6 | 6 | 5 | 0 | ||
| 3 | Stakeholders Relationship Committee | 20-07-2022 | Yes | 5 | 4 | 4 | 0 | |||
| 4 | Stakeholders Relationship Committee | 19-10-2022 | 90 | Yes | 5 | 5 | 5 | 0 | ||
| 5 | Corporate Social Responsibility Committee | 19-10-2022 | Yes | 8 | 8 | 5 | 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 | 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 | |||
| 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: | Textual Information(1) | |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | JYOTI CHAWLA |
| 2 | Designation | Company 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 to be held on 24th January, 2023.
|
Signatory Details | |
| Name of signatory | JYOTI CHAWLA |
| Designation of person | Company Secretary and Compliance Officer |
| Place | Gurugram |
| Date | 04-01-2023 |