Agro Tech Foods : 2022-23

Notice is hereby given that the Thirty Sixth (36th) Annual General Meeting of the Members of Agro Tech Foods Limited will be held on Wednesday, July 12, 2023 at 4.30 PM (IST) through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM") to transact the following businesses :

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Standalone Financial Statements for the Financial Year Ended March 31, 2023, the Consolidated Financial Statements for the said Financial Year and the Report of the Directors and Auditors thereon.
2. To declare a dividend for the Financial Year ended March 31, 2023.
3. To appoint a Director in place of Mr. Pedro Labayen de Inza [DIN : 09576297] who retires by rotation and, being eligible, offers himself for reappointment.

SPECIAL BUSINESS

1. To give approval for continuation of Directorship of Mr. Narendra Ambwani (DIN 00236658), a Non-Executive Independent Director of the Company, for the remaining period of his current tenure, i.e. till July 16, 2024, who will attain the age of 75 years on November 15, 2023.
   To consider and, if thought fit, to pass with or without modification(s) the following resolution as a SPECIAL RESOLUTION :
   "RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and read with Companies (Appointment and Qualification of Directors) Rules, 2014 including any statutory modification(s) or re-enactment thereof and pursuant to Regulation 17(1A) and other applicable provisions of SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 as amended from time to time and/or any other applicable rules, regulations for the time being in force and in accordance with the enabling provisions of the Article of Assocaition of the Company, approval of the members be and is hereby accorded for continuation of Directorship of Mr. Narendra Ambwani (DIN 00236658), as a Non-Executive Independent Director of the Company, for the remaining period of his current tenure i.e. till July 16, 2024, who will attain the age of 75 years on November 15, 2023''.
   "RESOLVED FURTHER THAT Mr. Sachin Gopal, Managing Director of the Company or Ms. Jyoti Chawla, Company Secretary of the Company be and are hereby severally authorised to do all acts and take all such steps as may be proper or necessary to give effect to this resolution".
2. To give approval for continuation of Directorship of Mr. Sanjaya Kulkarni (DIN No. 00102575), a Non-Executive Independent Director of the Company, for the remaining period of his current tenure, i.e. till July 16, 2024, who will attain the age of 75 years on May 30, 2024.
   To consider and, if thought fit, to pass with or without modification(s) the following resolution as a SPECIAL RESOLUTION :
   "RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and read with the Companies (Appointment & Qualication of Directors) Rules, 2014 including any statutory modification(s) or re-enactment thereof and pursuant to Regulation 17(1A) and other applicable provisions of SEBI

(Listing Regulations and Disclosure Requirements) Regulations, 2015 as amended from time to time and/or any other applicable rules, regulations for the time being in force and in accordance with the enabling provisions of the Artciles of Association of the Company, approval of the members be and is hereby accorded for continuation of Directorship of Mr. Sanjaya Kulkarni (DIN No. 00102575), as a Non-Executive Independent Director of the Company, for the remaining period of his current tenure i.e. till July 16, 2024, who will attain the age of 75 years on May 30, 2024".

"RESOLVED FURTHER THAT Mr. Sachin Gopal, Managing Director of the Company or Ms. Jyoti Chawla, Company Secretary of the Company be and are hereby severally authorised to do all acts and take all such steps as may be proper or necessary to give effect to this resolution".

6. To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an ORDINARY RESOLUTION :

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 including any modification(s) or re-enactment thereof, M/s. Vajralingam & Co., Cost Accountants, the Cost Auditors appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the Financial year 2023-24, be paid remuneration as set out in the Statement annexed to the Notice convening this Meeting".

NOTES :

1. The Ministry of Corporate Affairs ("MCA") has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020, April 13, 2020, January 13, 2021, December 8, 2021, December 14, 2021and December 28, 2022, (collectively referred to as "MCA Circulars") permitted the holding of the Annual General Meeting ("AGM") through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the AGM of the Company shall be held through VC/OAVM. The deemed venue for the Thirty Sixth AGM shall be the Registered Office of the Company.
2. In accordance with the Provisions of Section 102 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an Explanatory Statement in respect of item No. 4, 5 and 6, being items of Special Business, is annexed.
3. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
4. Institutional/Corporate Shareholders (i.e. other than individuals /HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC/OAVM on its behalf and to

vote through remote e-voting. The said Resolution/ Authorization shall be sent to the Scrutinizer by email through its registered email address to saravana1015@gmail.comwith a copy marked to evoting@kfintech.com.

1. M/s. KFin Technologies Limited (KFintech) will be providing facility for voting through remote e-voting, for participation in the Thirty Sixth AGM through VC/OAVM and e-voting during the AGM.
2. Members may join the Thirty Sixth AGM through VC/OAVM by following the procedure which shall be kept open for the Members from 4.15 p.m. i.e. 15 minutes before the time scheduled to start the AGM and the Company may close the window for joining the VC/OAVM 15 minutes after the scheduled time to start the Thirty Sixth AGM. The detailed instructions for participating in the Thirty Sixth AGM through VC/OAVM are given as a separate attachment to this Notice.
3. Members may note that the VC/OAVM provided by KFintech, allows participation of at least 2000 Members on a first-come-first-served basis. The large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. can attend the AGM without any restriction on account of first-come-first-served principle.
4. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
5. The Register of Members and Share Transfer Books of the Company shall remain closed from July 05, 2023 to July 12, 2023 (both days inclusive). Valid Transfers of Shares received at the office of Registrar and Transfer Agents of the Company, KFintech, before the close of business hours on July 04, 2023 will be registered in time for the transferees to become eligible for dividend, if declared.
   Dividend, if declared, will be paid, subject to deduction of tax at source, within 30 days of the approval of the Share holders at the Annual General Meeting to those Members entitled there to and whose names shall appear on the Register of Members of the Company as on the close of business hours of July 04, 2023, or to their mandatees. In respect of dematerialized shares, the dividend will be payable on the basis of beneficial ownership as on the close of business hours of July 04, 2023, as per details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for this purpose.
6. Brief profile of the Director proposed to be appointed/re- appointed is given towards the end of this Notice pursuant to Regulations 26(4) & 36(3) of the Listing Regulations and Secretarial Standard issued by Institute of Company Secretaries of India. None of the Directors is related to one another.
7. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, however, pursuant to SEBI (LODR) (Amendment) Regulations, 2022, w.e.f. January 24, 2022, the transmission or transposition of securities held in physical or dematerialised form shall also be effected only in dematerialised form.
   Pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/

P/CIR/2022/8 dated January 25, 2022, the Company can issue the securities in dematerialized form only while processing the following service request: i. Issue of duplicate securities certificate; ii. Claim from Unclaimed Suspense Account; iii. Renewal / Exchange of securities certificate;

1. Endorsement; v. Sub-division / Splitting of securities certificate; vi. Consolidation of securities certificates/folios;

1. Transmission and viii. Transposition.

In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Transfer Agents, KFintech, for assistance in this regard. Members may also refer to Frequently Asked Questions ("FAQs")on Company's website : https:// www.atfoods.com/pdf/other-information/compulsory- dematerialisation-of-shares-detailed-procedure.pdf

1. To support the 'Green Initiative', Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with Company's Registrars and Transfer Agents, KFintech, in case the shares are held by them in physical form.
2. The Securities and Exchange Board of India (SEBI) vide circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021 and circular No. SEBI/HO/MIRSD/ -PoD-1/P/CIR/2023/37 dated March 16, 2023, inter alia mandated furnishing of PAN, email address, mobile number, bank account details, specimen signatures and nomination by shareholders holding shares in physical form and also mandated that any service request shall be entertained only upon registration of the PAN, Bank details and the nomination. SEBI has further directed that the folios wherein any one of the above cited document/details are not available on or after October 01, 2023, shall be frozen by the RTA. It is further directed that the dividend, if any, shall be paid only through electronic mode w.e.f. April 01, 2024.
   SEBI had also asked the shareholders to ensure their PAN is linked to Aadhaar prior to June 30, 2023 as specified by the Central Board of Direct Taxes to avoid freezing of their folio. KFintech has sent reminder physical letters/e-mail to all the shareholders of the Company holding shares in physical form in this regard on May 20, 2023 requesting them to furnish the required documents/details within due timelines.
3. Members are requested to update and/or intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC etc., to their DPs in case the shares are held by them in electronic form and to Company's Registrars and Transfer Agents, KFintech, in case the shares are held by them in physical form. Members are encouraged to utilize the Electronic Clearing System (ECS) for receiving dividends.
4. SEBI has directed listed Companies to use electronic payment modes such as NEFT, RTGS, ECS etc., for payments to the investors. Members are requested to update their bank details such as MICR, IFSC etc., with the Registrar and Transfer Agents, KFintech by submitting a cancelled cheque, while Members holding shares in electronic form are requested to update such bank details with their respective Depository Participants.
5. Members who have multiple folios in identical names or