General information about company Scrip code 500215 Name of the entity AGRO TECH FOODS LIMITED Date of start of financial year 01 04 2016 Date of end of financial year 31 03 2017 Reporting Quarter Yearly Date of Report 31 03 2017 Risk management Not Applicable file:///c:/users/shivakrishna/desktop/corporate%20governance.html 1/23
Annexure I Annexure I to be submitted by listed entity on quarterly basis I. Composition of Board of s Disclosure of notes on composition of board of explanatory Is there any change in information of board of compare to previous quarter Title (Mr / Ms) Name of the PAN DIN Category 1 of Category 2 of Category 3 of Date of appointment in the current term Date of cessation Tenure of director (in months) No of ship in listed entities including this listed entity (Refer 25(1) of Listing s) Number of memberships in Audit/ Stakeholder (s) including this listed entity (Refer 26(1) of Listing s) No of post of Chairperson in Audit/ Stakeholder held in listed entities including this listed entity (Refer 26(1) of Listing s) Notes 1 Ms JILL ANN RAHMAN ZZZZZ9999Z 07693684 Non Executive Non Independent Chairperson 18 01 2017 1 0 0 Textual Information(2) 2 Mr STEVEN LEE HARRISON ZZZZZ9999Z 07491599 Non Executive Non Independent Not Applicable 27 07 2016 1 0 0 Textual Information(3) 3 Ms DENISE LYNN DAHL ZZZZZ9999Z 07583110 Non Executive Non Independent Not Applicable 24 08 2016 1 1 0 Textual Information(4) 4 Mr LT.GEN.D.B.SINGH ANAPS8488D 00239637 Non Executive Independent Not Applicable 17 07 2014 60 1 2 2 file:///c:/users/shivakrishna/desktop/corporate%20governance.html 2/23
Annexure I Annexure I to be submitted by listed entity on quarterly basis I. Composition of Board of s Title (Mr / Ms) Name of the PAN DIN Category 1 of Category 2 of Category 3 of Date of appointment in the current term Date of cessation Tenure of director (in months) No of ship in listed entities including this listed entity (Refer 25(1) of Listing s) Number of memberships in Audit/ Stakeholder (s) including this listed entity (Refer 26(1) of Listing s) No of post of Chairperson in Audit/ Stakeholder held in listed entities including this listed entity (Refer 26(1) of Listing s) Notes 5 Mr SANJAYA KULKARNI AAEPK5942R 00102575 Non Executive Independent Not Applicable 17 07 2014 60 3 3 1 6 Mr ARUN BEWOOR AAAPB9170E 00024276 Non Executive Independent Not Applicable 17 07 2014 60 2 4 1 7 Mr NARENDRA AMBWANI AEIPA8788F 00236658 Non Executive Independent Not Applicable 17 07 2014 60 3 4 2 8 Ms VEENA VISHINDAS GIDWANI AACPG6400J 06890544 Non Executive Independent Not Applicable 17 07 2014 60 1 2 0 file:///c:/users/shivakrishna/desktop/corporate%20governance.html 3/23
Annexure I Annexure I to be submitted by listed entity on quarterly basis I. Composition of Board of s Title (Mr / Ms) Name of the PAN DIN Category 1 of Category 2 of Category 3 of Date of appointment in the current term Date of cessation Tenure of director (in months) No of ship in listed entities including this listed entity (Refer 25(1) of Listing s) Number of memberships in Audit/ Stakeholder (s) including this listed entity (Refer 26(1) of Listing s) No of post of Chairperson in Audit/ Stakeholder held in listed entities including this listed entity (Refer 26(1) of Listing s) Notes 9 Mr SACHIN GOPAL AAPPG5042B 07439079 Executive Not Applicable 01 07 2016 1 0 0 file:///c:/users/shivakrishna/desktop/corporate%20governance.html 4/23
Text Block Textual Information(1) Textual Information(2) Textual Information(3) The Non Executive do not hold Chairmanship in either Audit or Stakeholders Relationship. The Non Executive do not hold Chairmanship in either Audit or Stakeholders Relationship. The Non Executive do not hold Chairmanship in either Audit or Stakeholders Relationship. file:///c:/users/shivakrishna/desktop/corporate%20governance.html 5/23
Annexure 1 II. Composition of s Disclosure of notes on composition of s explanatory Is there any change in information of s compare to previous quarter Name Of Name of members 1 Audit MS. DENISE LYNN DAHL 2 Audit LT. GEN. D B SINGH 3 Audit MR. SANJAYA KULKARNI 4 Audit MR. ARUN BEWOOR 5 Audit 6 Audit 7 8 9 10 Stakeholders Relationship Stakeholders Relationship Stakeholders Relationship Stakeholders Relationship MR. NARENDRA AMBWANI MS. VEENA VISHINDAS GIDWANI LT. GEN. D B SINGH MR. SANJAYA KULKARNI MR. ARUN BEWOOR MR. NARENDRA AMBWANI Category 1 of Non Executive Non Independent Textual Information(1) Category 2 of Chairperson Chairperson Name of other file:///c:/users/shivakrishna/desktop/corporate%20governance.html 6/23
II. Composition of s Annexure 1 Name Of Name of members Category 1 of Category 2 of Name of other 11 Stakeholders Relationship MS. VEENA VISHINDAS GIDWANI 12 Nomination and remuneration MR. STEVEN LEE HARRISON Non Executive Non Independent 13 Nomination and remuneration MS. DENISE LYNN DAHL Non Executive Non Independent 14 Nomination and remuneration MS. JILL ANN RAHMAN Non Executive Non Independent 15 Nomination and remuneration LT. GEN. D B SINGH Chairperson 16 Nomination and remuneration MR. SANJAYA KULKARNI 17 Nomination and remuneration MR. ARUN BEWOOR 18 Nomination and remuneration MR. NARENDRA AMBWANI 19 Nomination and remuneration MS. VEENA VISHINDAS GIDWANI 20 Corporate Social Responsibility MR. STEVEN LEE HARRISON Non Executive Non Independent file:///c:/users/shivakrishna/desktop/corporate%20governance.html 7/23
II. Composition of s Annexure 1 Name Of Name of members Category 1 of Category 2 of Name of other 21 Corporate Social Responsibility MS. DENISE LYNN DAHL Non Executive Non Independent 22 Corporate Social Responsibility MS. JILL ANN RAHMAN Non Executive Non Independent 23 Corporate Social Responsibility LT. GEN. D B SINGH Chairperson 24 Corporate Social Responsibility MR. SANJAYA KULKARNI 25 Corporate Social Responsibility MR. ARUN BEWOOR 26 Corporate Social Responsibility MR. NARENDRA AMBWANI 27 Corporate Social Responsibility MS. VEENA VISHINDAS GIDWANI file:///c:/users/shivakrishna/desktop/corporate%20governance.html 8/23
Text Block Agro Tech Foods Limited has voluntarily constituted the Risk Management although it does not fit in top 100 listed entities. The who are members in the Risk Management are as under : 1. Lt. Gen D B Singh Chairman 2. Mr. Steven Lee Harrison Textual Information(1) 3. Mr. Sanjaya Kulkarni 4. Mr. Arun Bewoor 5. Mr. Narendra Ambwani 6. Ms. Veena Vishindas Gidwani 7. Ms.Denise Lynn Dahl 8. Mr.Sachin Gopal 9. Ms. Jill Ann Rahman file:///c:/users/shivakrishna/desktop/corporate%20governance.html 9/23
Annexure 1 III. Meeting of Board of s Annexure 1 Disclosure of notes on meeting of board of explanatory Date(s) of meeting (if any) in the previous quarter 1 19 10 2016 Date(s) of meeting (if any) in the current quarter 2 18 01 2017 90 Maximum gap between any two consecutive (in number of days) file:///c:/users/shivakrishna/desktop/corporate%20governance.html 10/23
IV. Meeting of s Annexure 1 Disclosure of notes on meeting of s explanatory 1 2 3 Name of Audit Stakeholders Relationship Nomination and remuneration Date(s) of meeting of the in the relevant quarter Whether requirement of Quorum met (/No) Requirement of Quorum met (details) Date(s) of meeting of the in the previous quarter 17 01 2017 18 10 2016 90 18 01 2017 19 10 2016 90 18 01 2017 Maximum gap between any two consecutive meetings (in number of days) Name of other file:///c:/users/shivakrishna/desktop/corporate%20governance.html 11/23
V. Related Party Transactions Annexure 1 Subject 1 Whether prior approval of audit obtained 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 Disclosure of notes on related party transactions Compliance status (/No/NA) If status is No details of noncompliance may be given here. Textual Information(1) file:///c:/users/shivakrishna/desktop/corporate%20governance.html 12/23
Text Block Textual Information(1) There have been no material Related Party Transactions for which the approval of shareholders is required. file:///c:/users/shivakrishna/desktop/corporate%20governance.html 13/23
VI. Affirmations Annexure 1 Subject Compliance status (/No) 1 2 3 4 5 6 7 The composition of Board of s is in terms of SEBI (Listing obligations and disclosure requirements) s, 2015 The composition of the following s is in terms of SEBI(Listing obligations and disclosure requirements) s, 2015 a. Audit The composition of the following s is in terms of SEBI(Listing obligations and disclosure requirements) s, 2015. b. Nomination & remuneration The composition of the following s is in terms of SEBI(Listing obligations and disclosure requirements) s, 2015. c. Stakeholders relationship The composition of the following s is in terms of SEBI(Listing obligations and disclosure requirements) s, 2015. d. Risk management (applicable to the top 100 listed entities) The members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) s, 2015. The meetings of the board of and the above s have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) s, 2015. 8 This report and/or the report submitted in the previous quarter has been placed before Board of s. 9 Any comments/observations/advice of Board of s may be mentioned here: NA Textual Information(1) file:///c:/users/shivakrishna/desktop/corporate%20governance.html 14/23
Text Block Textual Information(1) The report has been put before the Board of s for their review, information and comments thereon. The Board took note of the same and no observations and comments have been made. file:///c:/users/shivakrishna/desktop/corporate%20governance.html 15/23
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 s Item Compliance status (/No/NA) If status is No details of noncompliance may be given here. Web address 1 Details of business www.atfoods.com 2 Terms and conditions of appointment of independent http://www.atfoods.com/templates/home_tpl/pdf/other_info/terms_conditions_appointment_independent_.p 3 Composition of various s of board of http://www.atfoods.com/investor relations/s board of.html 4 Code of conduct of board of and senior management personnel http://www.atfoods.com/pdf/codeofconduct/codeofconductsep 16.pdf 5 Details of establishment of vigil mechanism/ Whistle Blower policy http://www.atfoods.com/pdf/whistle blower policyfinal.pdf 6 Criteria of making payments to non executive http://www.atfoods.com/templates/home_tpl/pdf/other_info/terms_conditions_appointment_independent_.p 7 Policy on dealing with related party transactions http://www.atfoods.com/pdf/policy_dealing_related_party_transactions.pdf 8 Policy for determining material subsidiaries http://www.atfoods.com/pdf/policy_determining_material_subsidiary.pdf 9 Details of familiarization programmes imparted to independent http://www.atfoods.com/templates/home_tpl/pdf/other_info/familiarisation_programme_independent_.pdf file:///c:/users/shivakrishna/desktop/corporate%20governance.html 16/23
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 s 10 11 Item Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances email address for grievance redressal and other relevant details Compliance status (/No/NA) 12 Financial results 13 Shareholding pattern 14 Details of agreements entered into with the media companies and/or their associates NA 15 New name and the old name of the listed entity NA If status is No details of non compliance may be given here. Web address http://www.atfoods.com/investorrelations/grievance redressalforum.html http://www.atfoods.com/investorrelations/grievance redressalforum.html http://www.atfoods.com/investorrelations/quarterly results.html http://www.atfoods.com/investorrelations/shareholderservices.html file:///c:/users/shivakrishna/desktop/corporate%20governance.html 17/23
II. Annual Affirmations Annexure II 1 Particulars Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility Number 16(1)(b) & 25(6) 2 Board composition 17(1) 3 Meeting of Board of 17(2) 4 Review of Compliance Reports 17(3) 5 Plans for orderly succession for appointments 17(4) 6 Code of Conduct 17(5) 7 Fees/compensation 17(6) 8 Minimum Information 17(7) 9 Compliance Certificate 17(8) 10 Risk Assessment & Management 17(9) Compliance status (/No/NA) If status is No details of noncompliance may be given here. file:///c:/users/shivakrishna/desktop/corporate%20governance.html 18/23
II. Annual Affirmations Annexure II Particulars Number 11 Performance Evaluation of Independent s 17(10) 12 Composition of Audit 18(1) 13 Meeting of Audit 18(2) 14 15 16 Composition of nomination & remuneration Composition of Stakeholder Relationship Composition and role of risk management 19(1) & (2) 20(1) & (2) 21(1),(2),(3), (4) Compliance status (/No/NA) 17 Vigil Mechanism 22 18 Policy for related party Transaction 19 Prior or Omnibus approval of Audit for all related party transactions 23(1),(5),(6), (7) & (8) 23(2), (3) 20 Approval for material related party transactions 23(4) NA If status is No details of noncompliance may be given here. file:///c:/users/shivakrishna/desktop/corporate%20governance.html 19/23
II. Annual Affirmations Annexure II 21 22 Particulars Composition of Board of s of unlisted material Subsidiary Other Corporate Governance requirements with respect to subsidiary of listed entity 23 Maximum ship & Tenure 24 Meeting of independent Number 24(1) NA 24(2),(3), (4),(5) & (6) 25(1) & (2) 25(3) & (4) 25 Familiarization of independent 25(7) 26 ships in s 26(1) 27 Affirmation with compliance to code of conduct from members of Board of s and Senior management personnel Compliance status (/No/NA) 26(3) 28 Disclosure of Shareholding by Non Executive s 26(4) 29 Policy with respect to Obligations of and senior management Any other information to be provided Add Notes 26(2) & 26(5) If status is No details of noncompliance may be given here. file:///c:/users/shivakrishna/desktop/corporate%20governance.html 20/23
III. Affirmations Annexure II 1 Particulars The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied Any other information to be provided Compliance status (/No/NA) file:///c:/users/shivakrishna/desktop/corporate%20governance.html 21/23
Signatory Details Name of signatory SACHIN GOPAL Designation of person Managing Place HYDERABAD Date 14 04 2017 file:///c:/users/shivakrishna/desktop/corporate%20governance.html 22/23
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