General information about company

Scrip code540692
NSE SymbolAPEX
MSEI SymbolNA
ISININE346W01013
Name of the entityAPEX FROZEN FOODS LIMITED
Date of start of financial year01-04-2023
Date of end of financial year31-03-2024
Reporting QuarterYearly
Date of Report31-03-2024
Risk management committeeApplicable
Market Capitalisation as per immediate previous Financial YearTop 2000 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
Whether the listed entity has a Regular ChairpersonYes
Whether Chairperson is related to MD or CEOYes
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of Birth
1MrSATYANARAYANA MURTHY KARUTURIACRPK5406D05107525Executive DirectorChairperson related to Promoter06-03-1955
2MrKARUTURI SUBRAHMANYA CHOWDARYAGTPC7731R03619259Executive DirectorNot ApplicableMD02-12-1979
3MrsKARUTURI NEELIMA DEVI CNAPK0472R06765515Executive DirectorNot Applicable27-08-1984
4MrsDEEPTHI TALLURI AFHPT5005N08726143Non-Executive - Independent DirectorNot Applicable27-05-1983
5MrRAGHAVULU NAIDU AAIPR1650B09158333Non-Executive - Independent DirectorNot Applicable14-06-1960
6MrGOVINDAREDDY KRISHNAMOORTHY AADPK7571M09208749Non-Executive - Independent DirectorNot Applicable07-06-1954

I. Composition of Board of Directors

Disqualification of Directors under section 164 of the Companies Act, 2013

SrWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent status
1NoActive
2NoActive
3NoActive
4NoActive
5NoActive
6NoActive

I. Composition of Board of Directors

SrWhether 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 [with reference to proviso to regulation 17A(1) & 17A(2)]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)Reason for CessationNotes for not providing PANNotes for not providing DIN
1NA30-03-201201-12-20221000
2NA30-03-201201-12-20221020
3NA18-12-201301-02-20231010
4NA31-03-202028-09-2020481110
5NA04-06-202122-09-2021331111
6NA22-06-202122-09-2021331101



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
109208749GOVINDAREDDY KRISHNAMOORTHY Non-Executive - Independent DirectorChairperson22-06-2021
209158333RAGHAVULU NAIDU Non-Executive - Independent DirectorMember22-06-2021
303619259KARUTURI SUBRAHMANYA CHOWDARYExecutive DirectorMember22-06-2021
408726143DEEPTHI TALLURI Non-Executive - Independent DirectorMember01-01-2022


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
109208749GOVINDAREDDY KRISHNAMOORTHY Non-Executive - Independent DirectorChairperson22-06-2021
209158333RAGHAVULU NAIDU Non-Executive - Independent DirectorMember22-06-2021
308726143DEEPTHI TALLURI Non-Executive - Independent DirectorMember31-03-2020


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
109158333RAGHAVULU NAIDU Non-Executive - Independent DirectorChairperson22-06-2021
203619259KARUTURI SUBRAHMANYA CHOWDARYExecutive DirectorMember22-06-2021
306765515KARUTURI NEELIMA DEVI Executive DirectorMember08-03-2017


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
105107525SATYANARAYANA MURTHY KARUTURIExecutive DirectorChairperson14-08-2021
203619259KARUTURI SUBRAHMANYA CHOWDARYExecutive DirectorMember14-08-2021
309208749GOVINDAREDDY KRISHNAMOORTHY Non-Executive - Independent DirectorMember14-08-2021
409158333RAGHAVULU NAIDU Non-Executive - Independent DirectorMember14-08-2021


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
106765515KARUTURI NEELIMA DEVI Executive DirectorChairperson01-08-2014
205107525SATYANARAYANA MURTHY KARUTURIExecutive DirectorMember01-08-2014
309158333RAGHAVULU NAIDU Non-Executive - Independent DirectorMember23-05-2022


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)Total Number of Directors as on date of the meetingNumber of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
121-10-2023Yes653
211-11-202320Yes663
310-02-202490Yes653



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)Total Number of Directors in the Committee as on date of the meetingNumber 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)
1Audit Committee21-10-2023Yes4430
2Audit Committee11-11-202320Yes4430
3Audit Committee10-02-202490Yes4430
4Stakeholders Relationship Committee10-02-2024Yes3210
5Corporate Social Responsibility Committee10-02-2024Yes3210



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 obtainedNA
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeNA


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 1000 listed entities)Yes
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

Annexure 1

SrSubjectCompliance status
1Name of signatoryK.Satyanarayana Murthy
2DesignationDirector



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 businessYeshttps://apexfrozenfoods.in/
2Terms and conditions of appointment of independent directorsYeshttps://apexfrozenfoods.in/investors/policies-code-of-conduct/
3Composition of various committees of board of directorsYeshttps://apexfrozenfoods.in/investors/committees/
4Code of conduct of board of directors and senior management personnelYeshttps://apexfrozenfoods.in/wp-content/uploads/2017/11/Apex_Code-of-conduct.pdf
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttps://apexfrozenfoods.in/wp-content/uploads/2017/11/Apex_Whistle-Blower-Policy.pdf
6Criteria of making payments to non-executive directorsYes/https://apexfrozenfoods.in/wp-content/uploads/2022/09/Criteria-for-making-payments-to-Non-Executive-Directors_.pdf
7Policy on dealing with related party transactionsNA
8Policy for determining ‘material’ subsidiariesNA
9Details of familiarization programmes imparted to independent directorsYeshttps://apexfrozenfoods.in/wp-content/uploads/2022/09/Details-of-familiarization-programmes-imparted-to-the-Independent-directors.pdf
10Email address for grievance redressal and other relevant detailsYeshttps://apexfrozenfoods.in/investors/contact-us/
11Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeshttps://apexfrozenfoods.in/investors/contact-us/
12Financial resultsYeshttps://apexfrozenfoods.in/investors/financial-results/
13Shareholding patternYeshttps://apexfrozenfoods.in/investors/share-holding-pattern/
14Details of agreements entered into with the media companies and/or their associatesNA

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
15.1Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchangeYeshttps://apexfrozenfoods.in/investors/announcements/
15.2Audio or video recordings and transcripts of post earnings/quarterly callsYeshttps://apexfrozenfoods.in/investors/callmeeting-recordings/
16New name and the old name of the listed entityNA
17Advertisements as per regulation 47 (1)Yeshttps://apexfrozenfoods.in/investors/announcements/
18Credit rating or revision in credit rating obtainedYeshttps://apexfrozenfoods.in/investors/announcements/
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearNA
20Secretarial Compliance ReportYeshttps://apexfrozenfoods.in/investors/announcements/
21Materiality Policy as per Regulation 30 (4)Yeshttps://apexfrozenfoods.in/investors/announcements/
22Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5)Yeshttps://apexfrozenfoods.in/investors/announcements/
23Disclosures under regulation 30(8)Yeshttps://apexfrozenfoods.in/investors/announcements/
24Statements of deviation(s) or variations(s) as specified in regulation 32NA
25Dividend Distribution policy as per Regulation 43A(1)Yeshttps://apexfrozenfoods,in/investors/policies-code-of-conduct
26Annual return as provided under section 92 of the Companies Act, 2013Yeshttps://apexfrozenfoods,in/investors/annual-reports/
27Confirmation that the above disclosures are in a separate section as specified in regulation 46(2)Yeshttps://apexfrozenfoods.in/investors/
28Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updatingYeshttps://apexfrozenfoods.in/investors/


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(1C), 17(1D) & 17(1E)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
17Role of Audit Committee and information to be reviewed by the audit committee18(3)Yes
18Composition of nomination & remuneration committee19(1) & (2)Yes
19Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
20Meeting of Nomination and Remuneration Committee19(3A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Role of Nomination and Remuneration Committee19(4)Yes
22Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes
23Meeting of Stakeholders Relationship Committee20(3A)Yes
24Role of Stakeholders Relationship Committee20(4)Yes
25Composition and role of risk management committee21(1),(2),(3),(4)Yes
26Meeting of Risk Management Committee21(3A)Yes
27Quorum of Risk Management Committee meeting21(3B)Yes
28Gap between the meetings of the Risk Management Committee21(3C)Yes
29Vigil Mechanism22Yes
30Policy for related party Transaction23(1), (1A), (5), (6), & (8)NA

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)NA
32Approval for material related party transactions23(4)NA
33Disclosure of related party transactions on consolidated basis23(9)NA
34Composition of Board of Directors of unlisted material Subsidiary24(1)NA
35Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA
36Alternate Director to Independent Director25(1)NA
37Maximum Tenure25(2)Yes
38Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism25(2A)Yes
39Meeting of independent directors25(3) & (4)Yes
40Familiarization of independent directors25(7)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
41Declaration from Independent Director25(8) & (9)Yes
42Directors and Officers insurance25(10)Yes
43Confirmation with respect to appointment of Independent Directors who resigned from the listed entity25(11)NA
44Memberships in Committees26(1)Yes
45Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
46Disclosure of Shareholding by Non-Executive Directors26(4)Yes
47Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
48Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity26(6)NA
49Vacancies in respect Key Managerial Personnel26A(1) & 26A(2)Yes
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryK.Satyanarayana Murthy
2DesignationDirector



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 signatoryK.Satyanarayana Murthy
2DesignationDirector




Additional Half yearly Disclosure

Applicability of disclosure Not Applicable
Reason for Non Applicability Textual Information(1)

Text Block

Textual Information(1)
During the period, listed entity not granted any loans/guarantees/ comfort letter to promoters or promoter group/any other entity controlled by them




Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarterNo
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr.Date of the eventBrief details of the event



Signatory Details

Name of signatoryK.Satyanarayana Murthy
Designation of personDirector
PlaceKAKINADA
Date02-05-2024