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 Chairperson | Yes |
| Whether Chairperson is related to MD or CEO | Yes |
| 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 |
| 1 | Mr | SATYANARAYANA MURTHY KARUTURI | ACRPK5406D | 05107525 | Executive Director | Chairperson related to Promoter | | 06-03-1955 |
| 2 | Mr | KARUTURI SUBRAHMANYA CHOWDARY | AGTPC7731R | 03619259 | Executive Director | Not Applicable | MD | 02-12-1979 |
| 3 | Mrs | KARUTURI NEELIMA DEVI | CNAPK0472R | 06765515 | Executive Director | Not Applicable | | 27-08-1984 |
| 4 | Mrs | DEEPTHI TALLURI | AFHPT5005N | 08726143 | Non-Executive - Independent Director | Not Applicable | | 27-05-1983 |
| 5 | Mr | RAGHAVULU NAIDU | AAIPR1650B | 09158333 | Non-Executive - Independent Director | Not Applicable | | 14-06-1960 |
| 6 | Mr | GOVINDAREDDY KRISHNAMOORTHY | AADPK7571M | 09208749 | Non-Executive - Independent Director | Not Applicable | | 07-06-1954 |
I. Composition of Board of Directors |
| Sr | 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 [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 Cessation | Notes for not providing PAN | Notes for not providing DIN |
| 1 | NA | | 30-03-2012 | 01-12-2022 | | | 1 | 0 | 0 | 0 | | | |
| 2 | NA | | 30-03-2012 | 01-12-2022 | | | 1 | 0 | 2 | 0 | | | |
| 3 | NA | | 18-12-2013 | 01-02-2023 | | | 1 | 0 | 1 | 0 | | | |
| 4 | NA | | 31-03-2020 | 28-09-2020 | | 48 | 1 | 1 | 1 | 0 | | | |
| 5 | NA | | 04-06-2021 | 22-09-2021 | | 33 | 1 | 1 | 1 | 1 | | | |
| 6 | NA | | 22-06-2021 | 22-09-2021 | | 33 | 1 | 1 | 0 | 1 | | | |
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 | 21-10-2023 | | | | Yes | 6 | 5 | 3 |
| 2 | 11-11-2023 | | 20 | | Yes | 6 | 6 | 3 |
| 3 | | 10-02-2024 | 90 | | Yes | 6 | 5 | 3 |
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 | 21-10-2023 | | | | Yes | 4 | 4 | 3 | 0 |
| 2 | Audit Committee | 11-11-2023 | 20 | | | Yes | 4 | 4 | 3 | 0 |
| 3 | Audit Committee | 10-02-2024 | 90 | | | Yes | 4 | 4 | 3 | 0 |
| 4 | Stakeholders Relationship Committee | 10-02-2024 | | | | Yes | 3 | 2 | 1 | 0 |
| 5 | Corporate Social Responsibility Committee | 10-02-2024 | | | | Yes | 3 | 2 | 1 | 0 |
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 |
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 |
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 1 | Details of business | Yes | | https://apexfrozenfoods.in/ |
| 2 | Terms and conditions of appointment of independent directors | Yes | | https://apexfrozenfoods.in/investors/policies-code-of-conduct/ |
| 3 | Composition of various committees of board of directors | Yes | | https://apexfrozenfoods.in/investors/committees/ |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | | https://apexfrozenfoods.in/wp-content/uploads/2017/11/Apex_Code-of-conduct.pdf |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | | https://apexfrozenfoods.in/wp-content/uploads/2017/11/Apex_Whistle-Blower-Policy.pdf |
| 6 | Criteria of making payments to non-executive directors | Yes | | /https://apexfrozenfoods.in/wp-content/uploads/2022/09/Criteria-for-making-payments-to-Non-Executive-Directors_.pdf |
| 7 | Policy on dealing with related party transactions | NA | | |
| 8 | Policy for determining ‘material’ subsidiaries | NA | | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | | https://apexfrozenfoods.in/wp-content/uploads/2022/09/Details-of-familiarization-programmes-imparted-to-the-Independent-directors.pdf |
| 10 | Email address for grievance redressal and other relevant details | Yes | | https://apexfrozenfoods.in/investors/contact-us/ |
| 11 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | | https://apexfrozenfoods.in/investors/contact-us/ |
| 12 | Financial results | Yes | | https://apexfrozenfoods.in/investors/financial-results/ |
| 13 | Shareholding pattern | Yes | | https://apexfrozenfoods.in/investors/share-holding-pattern/ |
| 14 | Details of agreements entered into with the media companies and/or their associates | NA | | |
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 |
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 15.1 | Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange | Yes | | https://apexfrozenfoods.in/investors/announcements/ |
| 15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | Yes | | https://apexfrozenfoods.in/investors/callmeeting-recordings/ |
| 16 | New name and the old name of the listed entity | NA | | |
| 17 | Advertisements as per regulation 47 (1) | Yes | | https://apexfrozenfoods.in/investors/announcements/ |
| 18 | Credit rating or revision in credit rating obtained | Yes | | https://apexfrozenfoods.in/investors/announcements/ |
| 19 | Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year | NA | | |
| 20 | Secretarial Compliance Report | Yes | | https://apexfrozenfoods.in/investors/announcements/ |
| 21 | Materiality Policy as per Regulation 30 (4) | Yes | | https://apexfrozenfoods.in/investors/announcements/ |
| 22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | | https://apexfrozenfoods.in/investors/announcements/ |
| 23 | Disclosures under regulation 30(8) | Yes | | https://apexfrozenfoods.in/investors/announcements/ |
| 24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | NA | | |
| 25 | Dividend Distribution policy as per Regulation 43A(1) | Yes | | https://apexfrozenfoods,in/investors/policies-code-of-conduct |
| 26 | Annual return as provided under section 92 of the Companies Act, 2013 | Yes | | https://apexfrozenfoods,in/investors/annual-reports/ |
| 27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | | https://apexfrozenfoods.in/investors/ |
| 28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating | Yes | | https://apexfrozenfoods.in/investors/ |
Annexure II |
II. Annual Affirmations |
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | Yes | |
| 16 | Meeting of Audit Committee | 18(2) | Yes | |
| 17 | Role of Audit Committee and information to be reviewed by the audit committee | 18(3) | Yes | |
| 18 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 19 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
| 20 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
Annexure II |
II. Annual Affirmations |
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 21 | Role of Nomination and Remuneration Committee | 19(4) | Yes | |
| 22 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
| 23 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 24 | Role of Stakeholders Relationship Committee | 20(4) | Yes | |
| 25 | Composition and role of risk management committee | 21(1),(2),(3),(4) | Yes | |
| 26 | Meeting of Risk Management Committee | 21(3A) | Yes | |
| 27 | Quorum of Risk Management Committee meeting | 21(3B) | Yes | |
| 28 | Gap between the meetings of the Risk Management Committee | 21(3C) | Yes | |
| 29 | Vigil Mechanism | 22 | Yes | |
| 30 | Policy for related party Transaction | 23(1), (1A), (5), (6), & (8) | NA | |
Annexure II |
II. Annual Affirmations |
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 31 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | NA | |
| 32 | Approval for material related party transactions | 23(4) | NA | |
| 33 | Disclosure of related party transactions on consolidated basis | 23(9) | NA | |
| 34 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
| 35 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | NA | |
| 36 | Alternate Director to Independent Director | 25(1) | NA | |
| 37 | Maximum Tenure | 25(2) | Yes | |
| 38 | Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism | 25(2A) | Yes | |
| 39 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 40 | Familiarization of independent directors | 25(7) | Yes | |
Annexure II |
II. Annual Affirmations |
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 41 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 42 | Directors and Officers insurance | 25(10) | Yes | |
| 43 | Confirmation with respect to appointment of Independent Directors who resigned from the listed entity | 25(11) | NA | |
| 44 | Memberships in Committees | 26(1) | Yes | |
| 45 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 46 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | Yes | |
| 47 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| 48 | Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity | 26(6) | NA | |
| 49 | Vacancies in respect Key Managerial Personnel | 26A(1) & 26A(2) | Yes | |
| Any other information to be provided - Add Notes | |