26 Apr 2017 | Livemint.com

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Agro Tech Foods Ltd.

BSE

  • 542.45 10.90 (2.05%)
  • Vol: 328
  • BSE Code: 500215
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NSE

  • 540.30 0.00 (0%)
  • Vol: 4207
  • NSE Code: ATFL
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  • OPEN PRICE
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    540.30(333)

Agro Tech Foods Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement (up to 30th November, 2015) and as per regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) 2015 (with effect from 1st December, 2015).

1. COMPANY'S PHILOSOPHY

AGRO TECH FOODS LIMITED AIMS TO -

• Be among the Best Performing Most Respected Foods Company in India.

• Offer superior value to customers by meeting their specific food preferences with relevant and tailored quality products and services, delivered at competitive prices, using world-class systems and processes.

• In so far as compliance with the requirement of Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Indian Stock Exchanges is concerned, the Company is in compliance with the norms and disclosures that have to be made on Corporate Governance.

2. COMPLIANCE WITH MANDATORY REQUIREMENTS

I. BOARD OF DIRECTORS

A) Composition and category of the Board

The composition of the Board of Directors of the Company is in conformity with the Code of Corporate Governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Board of Directors and their Directorships/ Memberships in Board/ Board Committees respectively, of other Companies (excluding Agro Tech Foods Limited and Foreign Companies) are as under:

*Membership includes Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility and Stakeholders Relationship Committee. (Audit Committee and Stakeholders Relationship Committee only 7 Memberships)

** Membership includes Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility and Stakeholders Relationship Committee. (Audit Committee and Stakeholders Relationship Committee only 4 Memberships)

B) Non-Executive Directors' compensation and disclosures

All fees paid to Non-Executive Directors including Independent Directors are fixed by the Board of Directors. Based on the recommendation of the Nomination and Remuneration Committee the Company has no Employee Stock Option Scheme for Non-Executive Directors and hence, no stock options are granted to Non-Executive Directors, including Independent Directors.

None of the Directors are related to each other, the Key Managerial Personnel or their relatives. Also, none of the Non-Executive Directors, except Ms. Veena Vishindas Gidwani who holds 500 shares, hold any shares or convertible instruments in the Company.

The details of the methodology adopted by the Company for familiarizing the Independent Directors with the business and operations of the Company is uploaded on the website and can be accessed on <http://> www.atfoods.com/investor-relations/other-information.html

C) Other provisions as to Board and Committees

i) Number of Board Meetings held in Financial Year 2015-16 with dates and attendance of Directors:

Four Board Meetings were held during the Financial Year 2015-2016. They were held on 17th April, 2015, 24th July, 2015, 16th October, 2015 and 21st January, 2016.

ii) Information to be made available to the Board

Among others this includes:

• Review of annual operating plans of business, capital budgets and updates.

• Quarterly results of the Company and its operating divisions or business segments.

• Minutes of Meeting of Audit Committee and other Committees of the Board.

• Information on recruitment and remuneration of senior officers just below the Board level including appointment or removal of Chief Financial Officer and the Company Secretary.

• Materially important show cause, demand, prosecution and penalty notices.

• Fatal or serious accidents or dangerous occurrences.

• Any materially significant effluent or pollution problems.

• Any materially relevant default in financial obligations to and by the Company or substantial non-payment for goods sold by the Company.

• Any issue which involves possible public or product liability claims of a substantial nature including any judgment or order which may have passed strictures on the conduct of the

Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.

Details of any joint venture or collaboration agreement.

Transactions that involve substantial payment towards goodwill, brand equity or intellectual property.

Significant labour problems and their proposed solutions.

Significant development on human resources and industrial relations fronts.

Sale of material nature of investments, subsidiaries, assets, which is not in the normal course of business.

Quarterly details of foreign exchange exposure and the steps taken by Management to limit the risks of adverse exchange rate movement and non-compliance of any regulatory or statutory provision or listing requirements as well as shareholder services such as non-payment of dividend and delays in share transfer.

The Board of the Company is/will be routinely presented with all information under the above heads whenever applicable and materially significant. These are/will be submitted either as

part of the agenda papers well in advance of the Board Meetings or are/will be tabled during the course of the Board Meetings with the approval of the Chairman.

iii) Secretarial Standards relating to Meetings

The Institute of Company Secretaries of India (ICSI) has established Secretarial Standards relating to the Meetings of the Board and Committees thereof, Annual General Meetings, Dividends, Registers & Records, Minutes and Transmission of Shares & Debentures, etc., of these, the Secretarial Standards on Meetings of the Board of Directors and the General Meetings have been made mandatory with effect from 1st July, 2015. Agro Tech Foods Limited complies with the mandatory Standards fully.

iv) As at the year end, none of the Directors is a Member of more than ten Board-level  Committees or a Chairman of more than five such Committees, as required under Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Also, none of the Independent Directors are serving as such in more than seven listed entities.

D) Code of Conduct

A revised Code of Conduct which has been approved by the Board of Directors on 17th April, 2015 has been communicated to all Board Members and Employees of the Company and also posted on Corporate Governance link of the Company's web site, www.atfoods.com As required under Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct.

E) Whistle Blower Policy

The vigil mechanism under Whistle Blower Policy has been approved by the Board of Directors on 17th October, 2014. This Whistle Blower Policy of the Company provides opportunities to employees to access in good faith, to the Management, concerns (in certain cases to the Audit Committee) in case they observe unethical or improper practices (not necessarily a violation of law) in the Company and to secure those employees from unfair termination and unfair prejudicial employment practices.

The Whistle Blower Policy has been communicated to all Board Members and

Employees of the Company and also posted under Investor Relations (Corporate Governance) link of the Company's web site, www.atfoods.com as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. templates/home_tpl/pdf/other_info/ ATFL_WB%20Policy%20final.pdf

The Company affirms that it has not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct) and it will provide protection to "whistle blowers" from unfair termination and other unfair prejudicial employment practices.

II. AUDIT COMMITTEE

A) Composition:

The Company's Audit Committee presently comprises of six directors, all except one (Javier Eduardo Alarcon Ruiz) are non-executive and Independent Directors. This is in compliance with Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements), 2015. Lt. Gen. D.B. Singh, an Independent Director, is the Chairman of the Committee while Mr. Sanjaya Kulkarni, Mr Narendra Ambwani, Mr. Arun Bewoor, Mr. Javier Eduardo Alarcon Ruiz and Ms. Veena Vishindas Gidwani are its Members. The Chief Executive Officer, Chief Financial Officer, the Internal Auditors and the Statutory Auditors attend the Meetings by invitation. Mr. Phani Mangipudi, Company Secretary acts as Secretary to the Committee.

B) Powers of Audit Committee

The primary objective of Audit Committee is to monitor and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting. The Audit Committee has powers to:

• Investigate any activity within its terms of reference

• Seek information from any employee

• Obtain outside legal or other professional advice and

• secure attendance of outsiders with relevant expertise wherever it considers necessary

C) Role of the Audit Committee

The role of the audit committee is in line with the role of the audit committee and the information to be reviewed by the audit committee as specified in Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(1) oversight of the listed entity's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

(2) recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(4) reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

(a) matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

(b) changes, if any, in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment by management;

(d) significant adjustments made in the financial statements arising out of audit findings;

(e) compliance with listing and other legal requirements relating to financial statements;

(f) disclosure of any related party transactions;

(g) modified opinion(s) in the draft audit report;

(5) reviewing, with the management, the quarterly financial statements before submission to the board for approval;

(6) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

(7) reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

(8) approval or any subsequent modification of transactions of the listed entity with related parties;

(9) scrutiny of inter-corporate loans and investments;

(10) valuation of undertakings or assets of the listed entity, wherever it is necessary;

(11) evaluation of internal financial controls and risk management systems;

(12) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

(13) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

(14) discussion with internal auditors of any significant findings and follow up there on;

(15) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

(16) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

(17) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

(18) to review the functioning of the whistle blower mechanism;

(19) approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

(20) Carrying out any other function as is mentioned in the terms of reference of the audit committee.

The audit committee shall mandatorily review the following information:

(1) management discussion and analysis of financial condition and results of operations;

(2) statement of significant related party transactions (as defined by the audit committee), submitted by management;

(3) management letters / letters of internal control weaknesses issued by the statutory auditors;

(4) internal audit reports relating to internal control weaknesses;

(5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee ;and

(6) statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of  Regulation 32(1).

(b) annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7).

(D) Remuneration of Directors

Nomination and Remuneration Committee The Nomination and Remuneration Committee has been constituted to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance. It shall also formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees. The terms of reference and performance evaluation criteria for independent directors is mentioned elsewhere in the Annual Report.

Composition:

The Company's Nomination and Remuneration Committee presently comprises of eight directors, majority being non-executive and Independent Directors. Lt. Gen. D.B. Singh an Independent Director, is the current Chairman of the Committee while Mr. Javier Eduardo Alarcon Ruiz, Mr. Michael D Walter, Mr. Sanjaya Kulkarni, Mr.Narendra Ambwani, Mr. Arun Bewoor, Ms. Veena Vishindas Gidwani and Ms. Anna Elizabeth Biehn are its Members.

Remuneration Committee Meetings were held twice during the year  2015-16 on 17th April, 2015 and 24th July, 2015, to  consider the remuneration of the Whole-time Director, grant of Stock Options under the Employee Stock Option Scheme formulated by the Company and Amendment to the Agro Tech Foods Limited Employee Stock Option Plan. Most of the Committee Members were present during the Meeting.

Remuneration policy

The Whole-time Director is paid remuneration as per the terms approved by the Nomination and Remuneration Committee, the Board of Directors of the Company and the shareholders of the Company and subject to such other statutory approvals as may be necessary. The remuneration of the Whole-time Director comprises of salary, perquisites and allowances, contributions to Provident Fund, Superannuation and Gratuity.

Further, Whole-time Director is entitled to performance incentive for each financial year, as may be determined by the Board on the recommendation of the Nomination and Remuneration Committee. The Nomination and Remuneration policy forms part of the Directors' Report as an Annexure.

Remuneration paid/payable to Whole-time Director for the year ended 31st March, 2016:

The Company granted stock options to eligible employees including the Whole-time Director at its Nomination and Remuneration Committee Meeting  held on 17th April, 2015.

Criteria for making payments to Non-Executive Directors

Non-Executive Directors of the Company are entitled to remuneration by way of commission for each financial year, up to a maximum of Rs.3,12,500/-individually, as approved by the Shareholders. Payment of commission is determined inter alia, on the basis of the Company's performance and regulatory provisions.

The Company also pays sitting fees to its Non­ Executive Independent Directors as permitted by the provisions of the Companies Act, 2013 for attending Meetings of the Board and other Committees of the Board. The sitting fees for the meetings paid to the Non-Executive Independent Directors are as under.

Audit Committee Rs. 75,000/-

Board Meeting Rs. 1,00,000/-

Other Meetings Rs. 25,000/-

The appointment of Executive Directors is governed by Resolutions passed by the Board of Directors and the Shareholders of the Company, which covers the terms and conditions of such appointment.

The performance evaluation of independent directors is done by the entire Board of Directors (excluding the director being evaluated). On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent directors.

The Board is evaluated on the basis of the following attributes namely, guiding strategy, nurturing leaders, aligning incentives, managing risks, enhancing the brand and enabling governance.

III . SUBSIDIARY COMPANIES

The Company has three wholly owned subsidiaries, Sundrop Foods India Private Limited, Agro Tech Foods (Bangladesh) Private Limited and Sundrop Foods Lanka (Private) Limited. During the year 2015-16, Sundrop Foods India Private Limited has continued to perform the role of aiding the expansion of distribution and display of your products. This is a non-material and unlisted Company. Agro Tech Foods (Bangladesh) Private Limited has been incorporated on 8th April, 2012 and the Company is working towards setting up a manufacturing plant in Bangladesh to commence its operations. This is an unlisted Company. Sundrop Foods Lanka (Private) Limited has been incorporated on 27th January 2015. The establishment of this subsidiary will enable the Company to build scale in Sri Lanka and benefit from the economic growth of a neighboring emerging market. This is an unlisted Company. The policy for determining material subsidiaries is posted on the website of the Company www.atfoods.com

Board Disclosures - Risk Management

The Company has formulated and adopted risk assessment and minimization framework which has been adopted by the Board at the Board Meeting held on 1st May 2006 and on 17th October, 2014. The Company has framed a risk management policy and testing in accordance with the laid down policy is being carried out periodically. The Senior Management has been having regular Meetings for reassessing the risk environment and necessary steps are being taken to effectively mitigate the identified risks. A Risk Management Committee also has been constituted, though not mandatory. The Company's Risk Management Committee comprises of 9 directors, majority being Non Executive and Independent Directors. Lt. Gen. D.B. Singh an Independent Director, is the Chairman of the Committee while Mr. Javier Eduardo Alarcon Ruiz, Mr. Michael D Walter,

Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor, Ms. Veena Vishindas Gidwani, Ms. Anna Elizabeth Biehn, Dr. Pradip Ghosh Chaudhuri, Mr. Sachin Gopal, Mr. Arijit Datta and Mr. Phani Mangipudi are its Members.

IV. DISCLOSURES

a) Basis of related party transactions

There have been no material significant related party transactions that may have potential conflict with the interest of the Company at large.

The particulars of transactions between the Company and its related parties (As specified in AS- 18 "Related Party Disclosures"), is set out in Notes to Accounts under serial number 2.34 forming part of the accounts. These transactions are not likely to have any conflict with the Company's interests.

All details relating to financial and commercial transactions where Directors may have a potential interest are provided to the Board and interested Directors neither participate in the discussions, nor do they vote on such matters.

The details of transactions with related parties are placed before the Audit Committee and the Committee has reviewed the same for the year ended 31st March, 2016.

The policy on dealing with related party transactions has been posted on the website of the Company and can be found on <http://www.atfoods.com/pdf/> policy_dealing_related_party_transactions.pdf.

b) Disclosure of Accounting Treatment

The Company has complied with the appropriate accounting policies and has ensured that they have been applied consistently. There have been no deviations from the treatment prescribed in the Accounting Standards. The Management reviews the accounting treatments adopted and wherever deviations noted, will be presented in the Financial Statements. A detailed report on significant accounting policies is provided elsewhere in the Annual Report.

(c) Disclosure on Website

Following information has been disseminated on the website of the Company at www.atfoods.com

1. Details of business of the Company ;

2. Terms and Conditions of appointment of Independent Directors ;

3. Composition of various Committees of Board of Directors ;

4. Code of Conduct for Board of Directors and Senior Management Personnel ;

5. Details of establishment of vigil mechanism / Whistle Blower Policy ;

6. Criteria of making payments to Non Executive Directors ;

7. Policy on dealing with Related Party Transactions;

8. Policy for determining 'material subsidiaries ;

9. Details of familiarization programmes imparted to Independent Directors ;

10. Policy for determination of materiality of events ;

(d) Management

(i) The Management Discussion and Analysis Report as part of Directors' Report to the shareholders is provided elsewhere in the Annual Report.

(ii) For the year ended 31st March, 2016, your Company's Board has obtained Senior Management affirmations that there has been no material, financial and commercial transactions where they have personal interest that may have a potential conflict with the interests of the Company at large.

(e) Commodity Price Risk / Foreign Exchange Risk and Hedging Activities

Your Company has a robust framework and governance mechanism in place to ensure that the organization is adequately protected from the market volatility in terms of price and availability based on procurement team's monitoring and intelligence, forecasts of commodity prices and movements. A robust planning and strategy ensure the Company's interests are protected despite volatility in commodity prices.

Your Company has managed the foreign exchange risk with appropriate hedging activities in accordance with the policies of the Company. The Company uses forward exchange contracts to hedge against its foreign currency exposures relating to the underlying transactions and firm commitment. Foreign exchange exposures are fully covered at inception except for exposures which are open and no firm date of settlement is available. There are no materially uncovered exchange rate risks in the contexts of the Company's imports and exports. The Company does not enter into any derivate instruments for trading or speculative purposes. The details of foreign exchange exposures as on 31st March, 2016 are disclosed in Note 2.42 in Notes to the standalone financial statements.

(f) Shareholders Information

(i) The quarterly results are sent to the stock exchange on which the Company is listed and also displays the same on its own web-site.

(ii) Share Transfer Committee

The present Members of the Committee are the Whole-time Director, Company Secretary and the General Manager of M/s. Karvy Computershare Private Limited, the Registrars and Share Transfer Agents. Committee met 28 times during the year 2015­2016. All the applications for share transfers received during the year 2015-2016 have been approved.

(iii) Stakeholders Relationship Committee (SRC)

The Stakeholders Relationship Committee presently comprises of five Non-Executive Independent Directors namely:

• Lt. Gen.D.B. Singh (Chairman)

• Mr. Sanjaya Kulkarni

• Mr. Arun Bewoor

• Mr. Narendra Ambwani

• Ms. Veena Vishindas Gidwani

The terms of reference are to review and redress the Shareholders' and Investors' Grievances and queries in relation to transfer of shares, non-receipt of Balance Sheets, declaration of dividends, approval of sub­division, consolidation, transmission and issue of duplicate shares.

The Committee met four times during the year 2015­2016. All queries have been resolved to the satisfaction of the shareholders/investors. The Committee focuses on the strengthening of investor relations. The status on compliances is reported to the Board as an agenda item.

Mr. Phani Mangipudi, Company Secretary has been designated as the Compliance Officer.

Investor Communications:

The Company received communications during the financial year ended 31st March, 2016 and none of the communications received were pending as on that date.

The Company has attended to the stakeholders/ investors grievances/ correspondence generally within a period of 7 to 10 days except in cases where Constrained by disputes of legal impediments.

Legal Proceedings

There are some pending cases relating to disputes over title to shares, in which the Company has been made a party. These cases are however not material in nature.

The Company has received a notice from BSE, stating that corporate governance report for the quarter ended September, 2015 has not been submitted. Appropriate response along with all the necessary proofs have been submitted to the Exchange of its submission within the necessary timelines. The matter is pending resolution from the Exchange.

(e) Proceeds from public issues, rights issues, preferential issues etc

During the year, your Company has not raised any money through public issue, rights issue or preferential issues.

V. CEO/ CFO CERTIFICATION

Mr. Sachin Gopal, President and CEO and Mr. Arijit Datta, CFO have given CEO/CFO Certificate to the Board. The Board noted the said CEO/CFO Certificate as per the format given under Part B of Schedule II at its meeting held on 26th April, 2016.

VI. REPORT ON CORPORATE GOVERNANCE

Your Company complies with the requirements of Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which are in force.

As required by Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditor's Certificate is given as an annexure to this Report.

3. COMPLIANCE WITH NON MANDATORY REQUIREMENTS

i) Chairperson of the Board

The present Chairperson of the Board is a foreign national and Non-Executive Director. The expenses in connection with her official foreign travel to India are paid for by the Company. She is employed with ConAgra Foods Inc.

ii) Shareholder rights

The quarterly, half-yearly and annual financial results of the Company are published in newspapers on an all India basis and are also posted on the Company's website, www.atfoods.com Significant events if any are also posted on this website under the 'Investor relations' section. The complete Annual Report is sent to every Shareholder of the Company.

iii) Separate posts of Chairperson and Chief Executive Officer

The Chairperson of the Company, the Whole-Time Director and Chief Executive Officer are all different persons appointed in the Company to carry out individual responsibilities.

iv) Reporting of Internal Auditor

The Internal Auditor reports directly to the Audit Committee based on the inputs provided by the Management on their observations on a quarterly basis.

6. GENERAL SHAREHOLDER INFORMATION

Annual General Meeting

Date and Time : 27th July, 2016 at 10.00 A.M.

Venue : The Manohar, Old Airport Exit Road, Begumpet, Hyderabad-500 016, Telangana.

B. Financial Year : 2015-16

First quarter results : July, 2015

Half yearly results : October, 2015

Third quarter results : January, 2016

Annual results : April, 2016

C. Dates of Book Closure : 20th July, 2016 to 27th July, 2016 (both days inclusive)

D. Dividend payment date : 19th August, 2016

E. Listing on Stock Exchanges : The Company’s equity shares are listed on Bombay Stock Exchange, Pheroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 and

National Stock Exchange, Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051. The listing fees for the year 2015-16 has been paid to Mumbai and National Stock Exchanges.

F. Stock Code : Stock Exchange Code

BSE Scrip code 500215

Co. code 1311

NSE Scrip Code ATFL

Series EQ – Rolling Settlement

I. Registrars and Share Transfer Agents

The Company's equity shares being in compulsory demat list are transferable through the depository system for which the Company has established connectivity through M/s. Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad-500032 and they are the Registrars and Transfer Agents (Both Physical and Depository).

J. Share Transfer System

The applications for transfer of shares received by the Company in physical form are processed and registered within 20 days of receipt of the documents valid in all respects. After such processing, the duly transferred share certificates shall be despatched to transferee who lodged the shares for transfer. Shares under objection are returned within a week's time. The Share Transfer Committee meets generally once in 2 weeks to consider the transfer applications and other proposals

Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity : : Not Applicable

L. Dematerialisation of Shares

The equity shares of the Company which are in compulsory demat list with effect from 26th June, 2000 are available for trading under National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The International Securities Identification Number allotted to the Company's equity shares is INE209A01019. As on date, a total of 23,940,502 equity shares forming 98.24% of the total paid up equity share of 24,369,264 stands dematerialised. All requests for dematerialisation of shares are processed within the time frame of 1-4 days time.

N. Plant Locations

Gujarat : Plot No.902/2, GIDC, Jhagadia, 393 110, Dist. Bharuch, Gujarat.

Telangana : Plot No. 50, Nandigaon Village, Shadnagar Mandal, Kothur, T.S.-509210.

Uttar Pradesh : Akrampur Industrial Area, Near T.V. Tower, Akrampur, Unnao, U.P.-209801.

O. Address for correspondence

The addresses for correspondence are as under:

For both physical and electronic form

Karvy Computershare Private Limited,  Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad-500032  Phone: - 040-67161605, Fax: - 040-23001153  Email: - einward.ris@karvy.com

In addition to our Registrar, shareholders can contact the Registered Office of the Company and contact person name is given below:

For any other matter and unresolved Complaints

Mr. Phani K Mangipudi  Company Secretary & Compliance Officer Agro Tech Foods Limited  31, Sarojini Devi Road, Secunderabad - 500 003. Phone: 040-66333444, Fax : 040-27800947 Email:- phani.mangipudi@atfoods.com