BRIEF INFORMATION ABOUT SUNIL AGRO FOODS LIMTED (SAFL)

1. About the Company: SAFL is primarily in to milling, machining, processing of wheat and allied products and caters to the needs of large manufacturers of various food products who use its products.

2. Legal status: SAFL is a Public Limited Company incorporated under the Companies Act, 1956; initially as a Private Limited Company on 20th January, 1998 and was later converted in to Public Limited Company.

3. SAFL has valid Factory license, license from the Pollution Control Board, license from FSSAI.

4. Registered Office: Sunil Agro Foods Ltd, No 39/A2, Hoskote Industrail Area, Chokkahalli, Hoskote 562 214, Bangalore Dist.

5. Facilities: SAFL has its own space of about 72600 sqft with built in 36669.sq ft. All the requisite plant and machinery were sourced from reliable sources in India and outside of India and are being maintained in good working conditions.
The Unit 1,Chakki unit & Multigrain Atta plant – situated at Plot No, 39-A2, and Plot No. 4-C, Hosakote Industrial Area, Chokkahalli, Hosakote – 562 114, Bangalore, Karnataka, India. The Industrial area has proximity for Rail and Road transport. The unit has transport vehicles for transportation of Wheat and Wheat products to nearby customers. The unit has 530 KVA of power supply from State Electricity Board. To assist during power shutdown/cut etc. the Company has 380 KVA of Diesel Generator Set. The procurement of Raw materials is from northern parts of our Country as well from nearby Food Corporation of India godowns.

6. Product details:Manufacturers of Wheat products like Maida, Sooji, Atta, Whole wheat atta and Bran related products.

7. Customers: Esteemed Customers include Nestle India Ltd, Mondelez India Foods Limited (Formerly Cadbury India Limited) ,Innovative Foods, Godrej Tyson, Maiyaa’s, Nissin Foods, GSK, General Mills, ITC Limited, Parsons Pvt Ltd, MTR Foods Limited, TTK Health Care Limited, Good Bread Limited, Many Bakeries, Taj Residency, The Oberoi (Five star Hotels), Heinz Aubon Cafe, Confectioneries and many big, small Whole Sale Customers.

8. Board of Directors of the Company- Brief Profile of each Director of the Company.

i. Ms Pinky Jain

ParticularsDetails
NameMs. Pinky Jain
Father’s NameChampalal Jain
Address:10 Kamal Nivas Srikantaiah Lyt,
Crescent Cross Road Gpo,
Bangalore – 560 001
DesignationDirector
DIN03636974
Date of Birth12.01.1971
Date of Appointment30.07.2011
QualificationsGraduate in Arts
Expertise in specific
functional area
General Management
Directorships held in
other Public Companies
(excluding foreign companies)
Micro Labs Limited
Membership / Chairmanships of
Committees of other public
companies (included only Audit
and Shareholders/ Investors
Grievance Committee
NIL
 

ii. Mr AVS Murthy

ParticularsDetails
NameMr. AVS Murthy
Father’s NameAlampalli Venkataramana Setty
Address:No. 105, Shreyas, Bull Temple Road,
K G Naga, Bangalore-560 019
DesignationDirector
DIN00085805
Date of Birth23.06.1952
Date of Appointment0.07.2002
QualificationsBE (Mechanical) Bangalore University,
MS (Grain Science & Industry),
Kansas State University,
USA, MIE Institution of
Engineers, India
Expertise in specific
functional area
General Management
Directorships held in
other Public Companies
(excluding foreign companies)
1. Krishna Industries Private Limited
2. Mysore Snack Foods Limited
3. Mysore Vegetable Oil Limited
4. Alampalli Investments Private Limited
Membership / Chairmanships of
Committees of other public
companies (included only Audit
and Shareholders/ Investors
Grievance Committee
NIL
 

iii. Mr. Shailesh Dheerajmal Siroya

ParticularsDetails
NameMr. Shailesh Dheerajmal Siroya
Father’s NameMr. Dheerajmal Bastimal Siroya
Address:7/3, Chandavarkar Layout,
Palace Cross Road,
Bangalore -560 020
DesignationDirector
DIN00048109
Date of Birth10.08.1966
Date of Appointment28.07.2003
QualificationsMBA (Finance)
The University of Akron,
Ohio, USA
Expertise in specific
functional area
General Management, Director
Directorships held in
other Public Companies
(excluding foreign companies)
1. Sanjay Gems Pvt Ltd
2. Bal Pharma Limited
3. Novosynth Research Labs Private Limited
4. Indo-Middleeast Chamber of Commerce
5. E-Xseed Technologies and Devices Private Limited
6. Basav Chem Limited
7. Siroya Properties & Holdings Private Limited
8. Siroya Builders & Real Estates Private Limited
9. Legend Siroya Infrastructure Private Limited
10. Lifezen Healthcare Private Limited
11. Bal Research Foundation
12. Balance Clinics LLP
Membership / Chairmanships of
Committees of other public
companies (included only Audit
and Shareholders/ Investors
Grievance Committee
NIL
 

iv. Mr Shantilal Bansilal

ParticularsDetails
NameMr. Shantilal Bansilal
Father’s NameMr. Bansilal Pokharna
Address:No. 10, Kamal Nivas, Srikantaiah
Layout, Crescent Cross Road,
Bangalore-560 001
DesignationManaging Director
DIN00719808
Date of Birth9.11.1942
Date of Appointment20.01.1988
QualificationsGraduate
Expertise in specific
functional area
General Management
Managing Director
Directorships held in
other Public Companies
(excluding foreign companies)

1. BRFM India Private Limited
2. Brindavan Roller Flour Mills Private Limited
3. Puskar Investments Private Limited
4. Roller Flour Millers Federation of India.
5. Federation of Karnataka Chambers of
Commerce and Industry

Membership / Chairmanships of
Committees of other public
companies (included only Audit
and Shareholders/ Investors
Grievance Committee
NIL
 

v. Mr Pramod Kumar Shantilal

ParticularsDetails
NameMr Pramod Kumar Shantilal
Father’s NameMr. Shantilal Bansilal
Address:No. 10 Kamal Nivas, Srikantaiah
Layout, Crescent Cross Road,
Bangalore-560 001
DesignationWhole-Time Director
DIN00719828
Date of Birth15.7.1968
Date of Appointment20.01.1988
QualificationsGraduate
Expertise in specific
functional area
General Management
Directorships held in
other Public Companies
(excluding foreign companies)
1. Puskar Investments Private Limited
2. BRFM India Private Limited
3. Brindavan Softland Private Limited
4. Roller Flour Millers Federation of India.
5. Kithur Channamma Roller Flour Mills
Private Limited
6. Bal Pharma Limited
7. Markasia Foods Private Limited
Membership / Chairmanships of
Committees of other public
companies (included only Audit
and Shareholders/ Investors
Grievance Committee
NIL
 

vi. Ms Gayithri Shankarappa

ParticularsDetails
NameMs Gayithri Shankarappa
Father’s NameShankarappa M.V
Address:Sri Venkateshwara Nilaya,
Nandhuni Layout
DesignationCFO
PAN No.AYSPG9226G
Date of Birth20.07.1976
Date of Appointment26.05.2014
QualificationsB.Com
Expertise in specific
functional area
Accounts
Membership / Chairmanships of
Committees of other public
companies (included only Audit
and Shareholders/ Investors
Grievance Committee
NIL
 

vii. Ms. Garima Garg

ParticularsDetails
NameMs. Garima Garg
Father’s NameSunil Garg
Address:220, SLV Spring Field Apartment,
Nagawara, Bangalore-560045
DesignationCompany Secretary
PAN No.ARSPG8482Dv
Date of Appointment24.01.2018
QualificationsB.Com (Hons) and
Company Secretary
Expertise in specific
functional area
Legal
Membership / Chairmanships of
Committees of other public
companies (included only Audit
and Shareholders/ Investors
Grievance Committee
NIL
 

9. Role of Directors – Duties, Liabilities and expectations.

10. Duties of Directors as per Section 166 of the Companies Act, 2013.

(1) Subject to the provisions of this Act, a director of a company shall act in accordance with the articles of the company.
(2) A director of a company shall act in good faith in order to promote the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment.
(3) A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
(4) A director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.
(5) A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.
(6) A director of a company shall not assign his office and any assignment so made shall be void.

11. Code for Independent Directors as per Schedule IV to the Companies Act, 2013.

I. Guidelines of professional conduct:

An independent director shall:

(1) uphold ethical standards of integrity and probity;

(2) act objectively and constructively while exercising his duties;
(3) exercise his responsibilities in a bona fide manner in the interest of the company;
(4) devote sufficient time and attention to his professional obligations for informed and balanced decision making;

(5) not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;

(6) not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;

(7) refrain from any action that would lead to loss of his independence;

(8) where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;

(9) assist the company in implementing the best corporate governance practices.

II. Role and functions:

The independent directors shall:

(1) help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;

(2) bring an objective view in the evaluation of the performance of board and management;

(3) scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;

(4) satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;

(5) safeguard the interests of all stakeholders, particularly the minority shareholders;

(6) balance the conflicting interest of the stakeholders;

(7) determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;

(8) moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.
III. Duties :

The independent directors shall—

(1) undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;

(2) seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;

(3) strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;

(4) participate constructively and actively in the committees of the Board in which they are chairpersons or members;

(5) strive to attend the general meetings of the company;

(6) where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;

(7) keep themselves well informed about the company and the external environment in which it operates;

(8) not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;

(9) pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;

(10) ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;

(11) report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;

(12) acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;

(13) not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

IV. Manner of appointment:

(1) Appointment process of independent directors shall be independent of the company management; while selecting independent directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.

(2) The appointment of independent director(s) of the company shall be approved at the meeting of the shareholders.

(3) The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the Board, the independent director proposed to be appointed fulfils the conditions specified in the Act and the rules made there under and that the proposed director is independent of the management.
(4) The appointment of independent directors shall be formalised through a letter of appointment, which shall set out:

(a) the term of appointment;

(b) the expectation of the Board from the appointed director; the Board-level committee(s) in which the director is expected to serve and its tasks;

(c) the fiduciary duties that come with such an appointment along with accompanying liabilities;

(d) provision for Directors and Officers (D and O) insurance, if any;

(e) the Code of Business Ethics that the company expects its directors and employees to follow;

(f) the list of actions that a director should not do while functioning as such in the company; and

(g) the remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any.

(5) The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the company by any member during normal business hours.

(6) The terms and conditions of appointment of independent directors shall also be posted on the company’s website.

V. Re-appointment:

The re-appointment of independent director shall be on the basis of report of performance evaluation.

VI. Resignation or removal:

(1) The resignation or removal of an independent director shall be in the same manner as is provided in sections 168 and 169 of the Act.

(2) An independent director who resigns or is removed from the Board of the company shall be replaced by a new independent director within a period of not more than one hundred and eighty days from the date of such resignation or removal, as the case may be.

(3) Where the company fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director shall not apply.

VII. Separate meetings:

(1) The independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management;

(2) All the independent directors of the company shall strive to be present at such meeting;

(3) The meeting shall:

(a) review the performance of non-independent directors and the Board as a whole;
(b) review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;
(c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

VIII. Evaluation mechanism:

(1) The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

(2) 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 director.

12. Clause 49 of the Listing Agreement.
I. The company agrees to comply with the provisions of Clause 49 which shall be implemented in a manner so as to achieve the objectives of the principles as mentioned below. In case of any ambiguity, the said provisions shall be interpreted and applied in alignment with the principles.

Various elements (in brief) of clause 49 of the Listing agreement are mentioned below:

A. The Rights of Shareholders

B. Role of stakeholders in Corporate Governance

C. Disclosure and transparency

D. Responsibilities of the Board

II. Board of Directors

A. Composition of Board

B. Independent Directors

Limit on number of directorships

Maximum tenure of Independent Directors

Formal letter of appointment to Independent Directors

Performance evaluation of Independent Directors

Separate meetings of the Independent Directors

Training of Independent Directors

C. Non-executive Directors’ compensation and disclosures

D. Other provisions as to Board and Committees

E. Code of Conduct

F. Whistle Blower Policy

III. Audit Committee

A. Qualified and Independent Audit Committee

B. Meeting of Audit Committee

C. Powers of Audit Committee

D. Role of Audit Committee

E. Review of information by Audit Committee

IV. Nomination and Remuneration Committee

V. Subsidiary Companies

VI. Risk Management

VII. Related Party Transactions

VIII. Disclosures

A. Related Party Transactions

B. Disclosure of Accounting Treatment

C. Remuneration of Directors

D. Management

E. Shareholders

F. Disclosure of resignation of directors

G. Disclosure of formal letter of appointment

H. Disclosures in Annual report

I. Proceeds from public issues, rights issue, preferential issues, etc.

IX. CEO/CFO certification

X. Report on Corporate Governance

XI. Compliance

Annexure – X to the Listing Agreement
Information to be placed before Board of Directors

Annexure – XI to the Listing Agreement
Format of Quarterly Compliance Report on Corporate Governance

Annexure – XII to the Listing Agreement
Suggested List of Items to Be Included In the Report on Corporate Governance in the Annual Report of Companies

Annexure – XIII to the Listing Agreement
Non-Mandatory Requirements:
1. The Board
2. Shareholder Rights
3. Audit qualifications
4. Separate posts of Chairman and CEO
5. Reporting of Internal Auditor

13. Code of Conduct for Directors and Senior Management:

The Company has Code of Conduct compliance in place.

Note: The Directors will be updated on any changes and modifications on the business model of the Company from time to time through Meetings of the Board of Directors and of its various Committees.