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Atlanta Ltd.

BSE: 532759 Sector: Engineering
NSE: ATLANTA ISIN Code: INE285H01022
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OPEN 67.90
PREVIOUS CLOSE 66.85
VOLUME 94729
52-Week high 84.15
52-Week low 25.45
P/E 10.75
Mkt Cap.(Rs cr) 563.16
Buy Price 69.10
Buy Qty 590.00
Sell Price 0.00
Sell Qty 0.00
OPEN 67.90
CLOSE 66.85
VOLUME 94729
52-Week high 84.15
52-Week low 25.45
P/E 10.75
Mkt Cap.(Rs cr) 563.16
Buy Price 69.10
Buy Qty 590.00
Sell Price 0.00
Sell Qty 0.00

Atlanta Ltd. (ATLANTA) - Director Report

Company director report

To the Members

Your Directors are pleased to present the Thirty Third Annual Report together with theAudited Financial Statements for the financial year ended March 31 2016.

FINANCIAL PERFORMANCE

The Company’s financial performance for the year ended March 31 2016 issummarised below:

(Rs in Lakhs)

Particulars 2015-16 2014-15
Revenue from operations 13587.42 49615.68
Profit before prior period adjustments extraordinary items and tax 338.69 5346.45
Less: Provision for taxation 4.68 693.35
Profit after tax for the year 334.01 4653.10
Add: Balance brought forward 14593.76 12181.17
Profit available for appropriation 14927.77 16834.27

Appropriations

Particulars 2015-16 2014-15
Proposed dividend on preference shares 62.50
Proposed dividend on equity shares - 244.50
Tax on proposed dividend on preference shares 12.80
Tax on proposed dividend on equity shares 50.06
Excess of WDV over residual value where useful life of an asset is Nil 753.98
Reversal of Proposed Equity Dividend and tax thereon for the FY 2014-15 (294.56) -
Transfer to Capital Redemption Reserve 116.67 116.67
Transfer to General Reserve 25.00 1000.00
Balance of profit carried forward 15080.66 14593.76

BUSINESS OVERVIEW & OUTLOOK

During the year under review the revenue from operations was Rs 13587.42 Lakhs asagainst Rs 49615.68 Lakhs in previous year. The reduction in revenue and correspondingdecrease in net profit was due to take over / termination of Mumbra and Bihar project.

During the year under consideration the major contracts under execution by the Companywere:-

• Development and Operation & Maintenance of the Ropar - Chamkur Sahib -Neelon - Doraha Road (upto NH-1) Road on Design Build Finance Operate and Transfer(DBFOT) basis - Length 54.735 Km

• Construction of a new 2-lane highway from Km.38.00 to Km.71.00 (Length = 33.00Km) in Mizoram to support Kaladan Multi Model Transit Transport Project in Phase‘A’ of SARDP-NE (Package- MM-II)

• Widening to 2 lane and improvement in Km.0/0 to 102/9 Km of Parlakhemundi - R.Udayagiri - Mohana road (SH-34) under LWE Scheme Parlakhemundi Bhubaneshwar Orissa

• Improvement of existing single Intermediate lane NH-44 to two lane with pavedshoulders from Km.230/200 to Km.247/00 Km.261/504 (Ex.Ch.260/109) to Km.263/191(Ex.Ch.261/761) & Km.272/241 (Ex.Ch.271/00) to Km.284/033 (Ex.Ch.284/053) Total Length= Km.30.28 in Assam under Phase ‘A’ of SARDP- NE Project

The Company is currently involved in developing the following real estate projects:

• Construction of residential township "Atlanta Enclave" at ShilphataThane

• Construction of residential building "Atlanta House" at Dwarka Delhi

• Construction of residential buildings "Olympics Heights" at JodhpurRajasthan

DIVIDEND

a) Equity Shares

The Board has not recommended any dividend for the year ended March 31 2016.

b) Preference Shares

The Board has not recommended any dividend for the year ended March 31 2016.

TRANSFER TO RESERVES

The Company has transferred an amount of Rs 2500000/- (Rupees Twenty Five Lakhs Only)to General Reserve.

FIXED DEPOSIT

During the year under review the Company has not accepted any deposits from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.

The outstanding deposits at the beginning of the year i.e. on April 01 2015 were'103.49 Lakhs. As on March 31 2016 the outstanding deposits from public were '18.41Lakhs.

SUBSIDIARY COMPANIES

As on March 31 2016 your Company has total 6 (Six) subsidiaries (including step-downsubsidiaries).

i) Atlanta Infra Assets Limited

ii) Atlanta Hotels Private Limited

iii) Atlanta Tourism Ventures Limited

iv) MORA Tollways Limited

v) Atlanta Ropar Tollways Private Limited

vi) Northeast Tollways Private Limited

During the year under review the Board of Directors reviewed the affairs of thesubsidiaries. In accordance with Section 129(3) of the Companies Act 2013 theconsolidated financial statements of the Company and all its subsidiaries are preparedwhich forms part of the Annual Report. Further a statement containing the salientfeatures of the financial statement of the subsidiaries in the prescribed format AOC-1 isappended as Annexure I to the Board's Report.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on the website vizwww.atlantalimited.in. These documents willalso be available for inspection during business hours at the registered office of theCompany.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company consists of Five (5) Directors consisting of Three (3) Non-ExecutiveIndependent Directors One(1) Whole time Director & One (1) Managing Director; One (1)Chief Financial Officer and One (1) Company Secretary viz.

i) Mr. Rajhoo Bbarot Chairman
ii) Mr. Rikiin Bbarot Managing Director
iii) Dr. Samir Degan Non-Executive Independent Director
iv) Mr. Arpan Brahmbhatt Non-Executive Independent Director
v) Dr. (Mrs.) Jaya Balachandran Non-Executive Independent Director
vi) Mr. Rajesh Verma Chief Financial Officer
vii) Mr. Narayan Joshi Company Secretary

Independent Non-Executive Directors

In terms of the definition of ‘Independent Directors’ as prescribed underRegulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 entered with Stock Exchanges and Section 149(6) of the Companies Act 2013 theCompany consists of three Independent Directors:

1) Dr. Samir Degan

2) Mr. Arpan Brahmbhatt

3) Dr. (Mrs.) Jaya Balachandran

The Company has received Certificate of Independence from all Independent Directorsinteralia pursuant to Section 149 of the Companies Act 2013 confirming and certifyingthat they have complied with all the requirements of being an Independent Director of theCompany.

In the Board meeting held on March 23 2016 Mr. Rajhoo Bbarot was re-designated as the"Chairman" from "Chairman & Managing Director" and Mr. RikiinBbarot was re-designated as the "Managing Director" from "Joint ManagingDirector" of the Company for their residual term of office.

None of the Directors are disqualified from being appointed as Directors as specifiedin Section 164(2) of the Companies Act 2013. Director Retiring by Rotation

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Rikiin Bbarot Director of the Company retire by rotationat the ensuing Annual General Meeting and being eligible have offered himself forre-appointment. The Board of Directors recommends his re-appointment.

The brief resume of Mr. Rikiin Bbarot as required inter-alia in terms of Regulation36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and therequired proposal for reappointment of the above Director at the forthcoming AnnualGeneral Meeting is included in the Notice convening this Annual General Meeting.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection appointment and remuneration of Directors and KMPs. TheRemuneration Policy is stated in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 34(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Nomination andRemuneration Committee has laid down the criteria for performance evaluation of Board ofDirectors (including Independent Directors) Key Managerial Personnel (KMPs) andCommittees of the Board on the basis of which they have been evaluated. The evaluation ofperformance has been explained in the Corporate Governance Report section in this AnnualReport. NUMBER OF MEETINGS OF THE BOARD

The Board met six (6) times during the FY 2015-16 viz. on April 30 2015 May 25 2015August 14 2015 November 6 2015 February 10 2016 and March 23 2016. Detailedinformation on the meetings of the Board is included in Corporate Governance Report of theCompany which forms part of this Annual Report.

COMMITTEES OF THE BOARD

The Company has several committees which have been established as a part of the bestCorporate Governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.

The Company has following Committees of the Board:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

> Corporate Social Responsibility Committee

> Management Committee

> Risk Management Committee

The details with respect to the compositions powers roles terms of reference etc.of relevant committees are given in details in the Corporate Governance Report of theCompany which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has formulated CorporateSocial Responsibility (CSR) Committee and recommended to the Board Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theBoard.

The Annual Report on CSR Activities forms part of this Report as Annexure II.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities & ExchangeBoard of India. The Corporate Governance Report as stipulated under Regulation 34(3) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part ofthis Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance as stipulated under Regulation 27 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is attached to the CorporateGovernance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges in India is presented in a separate sectionforming part of this Annual Report.

VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of Regulatoin 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 includes an Ethics & Compliance Task Force comprising seniorexecutives of the Company. Protected disclosures can be made by a whistle blower throughan e-mail or dedicated telephone line or a letter to the Task Force or to the Chairman ofthe Audit Committee. The Policy on vigil mechanism and whistle blower policy may beaccessed on the Company’s website at www.altantalimited.in.

RISK MANAGEMENT POLICY

Your Directors have constituted a Risk Management Committee which has been entrustedwith the responsibility to assist the Board in (1) Risk Identification 2) Risk Assessmentand 3) Risk Control.

The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company’s managementsystems structures processes standards code of conduct and behaviours govern theconducts of the business of the Company and manages associated risks.

LOANS GUARANTEES OR INVESTMENTS IN SECURITIES

Pursuant to Section 186(11) of the Companies Act 2013 loans made guarantee given orsecurities provided by a Company providing infrastructural facilities in the ordinarycourse of business are not applicable hence not given.

The details of Investments covered under Section 186 of the Companies Act 2013 aregiven in the notes to financial statements. CONTRACTS OR ARRANGEMENTS WITH RELATEDPARTIES

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary

course of business.However the contractual services to related party transactions areaccorded for shareholders approval in the ensuing Annual General Meeting.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior approval of the Audit Committee is obtained on a yearly basisspecifying the upper ceiling as to amount for the transactions which are of a foreseen andrepetitive nature. The details of all such related party transactions entered intopursuant to the omnibus approval of the Committee are placed before the Audit Committee ona quarterly basis for its review.

The details of transaction with Related Parties are provided in the accompanyingfinancial statements. The policy on Related Party Transactions may be accessed on theCompany’s website at www. altantalimited.in.

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as AnnexureIII to the Board's Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act 2013 ("the Act") and AccountingStandards (AS- 21) on Consolidated Financial Statements read with (AS - 23) on Accountingfor Investments in Associates and (AS - 27) on Financial Reporting of Interests in JointVentures the audited consolidated financial statement is provided in the Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has laid down standards processes and structures which enables toimplement adequate internal financial controls across organisation. During the year suchcontrols were tested and no reportable material weaknesses in the design or operation wereobserved.

STATUTORY AUDITOR

Mr. Ajay B. Garg Chartered Accountant was appointed as the Statutory Auditor of theCompany in the Annual General Meeting held on September 28 2015.

He will retire at the conclusion of ensuing Annual General Meeting and is eligible forre-appointment.

The Company has received a certificate/declaration from the above Auditor to the effectthat if he is reappointed it would be in accordance with the provisions of Section 141 ofthe Companies Act 2013.

Based on the recommendations of the Audit Committee the Board of Directors of theCompany proposes re-appointment of Mr. Ajay B. Garg Chartered Accountant as StatutoryAuditor of the Company to hold office from the ensuing Annual General Meeting till theconclusion of 35thAnnual General Meeting.

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservations or adverse remark.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act 2013 and Rules thereunder a SecretarialAudit Report for the FY 2015-16 in Form MR 3 given by Mr. Ketan Dand Practicing CompanySecretary is attached as Annexure IV with this report.

The Secretarial Audit Report contains following qualifications reservations or adverseremarks. The reason for the same are mentioned below:

Qualification 1:

The Company has not spent 2% of its average net profits during the year on CorporateSocial Responsibility Activities as required under Section 135 of Companies Act 2013 readwith Schedule VII and The Companies (Corporate Social Responsibility) Rules 2014.

Board's Explanation:

The Company is in the process of implementing viable projects activities andidentifying appropriate projects and locations thereof for implementation under CSRScheme.

Qualification 2:

The Company has only one Preference Shareholder which is also its own associateCompany to which it has not made payment of Dividend within 30 days of declaration.Further such payment has been made from Current account of the Company and not from aseparate Dividend account pursuant to Section 123 of Companies Act 2013 and has nottransferred unpaid dividend to separate Unpaid Dividend Account within 7 days from expiryof thirty days as required under Section 124 (1) of Companies Act 2013. Further underSection 124 (3) of the Companies Act 2013 it was required to pay interest on amount nottransferred to Unpaid Dividend Account at the rate of 12 % per annum which has not beendone.

Board's Explanation:

The Company has around 15000 equity shareholders and only One Preference shareholder.The Company has received a letter from the Preference Shareholder stating that they willdraw their dividend amount as per their request and without claiming any interest from theCompany.

Qualification 3:

Delay in payment of the Listing Fees Actual date of payment made is 13/07/2015 and duedate is 30/04/2015.

Board's Explanation:

The Company has been regular in payment of Listing Fees. However due to oversight thepayment of Annual Fees for Financial Year 201415 was made on 13th July 2015 instead of30th April 2015. The Company had no intention to delay the payment.

Qualification 4:

The Company has kept Fixed Deposit with Corporation Bank amounting to 15 % of thedeposits maturing during the current financial year and ensuing financial year as requiredunder Rule 13 of Companies (Acceptance of Deposits) Rules 2014. However the Company hasnot named this Fixed deposit as "Deposit Repayment Reserve" with a ScheduledBank.

Board's Explanation:

The Company has not accepted any new deposits from public during the last two years andthe Fixed Deposit kept with Corporation Bank amounting to 15 % of the deposits maturingduring the current financial year and next financial year still continues. The totalmatured amount will be repaid in FY 2016-17.

COST AUDITOR

The Board has appointed the M/s. Anup Palo & Co. Cost Accountant in whole timepractice as cost auditor for conducting the audit of cost records of the Company for thefinancial year 2016-17.

As required under the Companies Act 2013 the remuneration payable to the Cost Auditoris required to be placed before the shareholders in a General Meeting for theirratification. Accordingly a resolution seeking shareholder’s ratification for theremuneration payable to M/s. Anup Palo & Co. Cost Auditor is included at Item No. 7of the Notice convening the Annual General Meeting.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany which has occurred between the financial year of the Company i.e. March 31 2016and till the date of Directors’ Report i.e. May 27 2016.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars in relation to conservation of energy and technology absorption arecurrently not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year there were no foreign exchange earnings. However there was an outgo ofRs 2355224/-

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In accordance with the provisions of Section 197(12) of Companies Act 2013 the ratioof the remuneration of each director to the median employee’s remuneration and otherdetails in terms of sub-section 12 of Section 197 of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are forming part of this report as Annexure V. In terms of the provisions of Section197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the information willbe provided upon request. In terms of Section 136 of the Act the Report and the Accountsare being sent to the Members and others entitled thereto excluding the information onemployees' particulars which is available for inspection by the members at the RegisteredOffice of the Company during business hours on working days of the Company upto the dateof the ensuing Annual General Meeting.

EXTRACTS OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014is furnished in Annexure VI and is attached to this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies

Act 2013 it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards had been followed and there are no material departuresfrom the same;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312016 and of the profit andloss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively and;

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has prescribed certain CorporateGovernance standards vide Regulations 24 and 27 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Your Directors reaffirm their commitments tothese standards and a detailed Report on Corporate Governance together with theAuditors’ Certificate on its compliance is annexed hereto.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciationfor the overwhelming co-operation and assistance received from investors memberscreditors customers business associates bankers financial institutions Governmentauthorities vendors regulatory authorities. Your Directors recognise and appreciate theefforts and hard work of all the executives and employees of the Company and theircontinued contribution to its progress.

For and on behalf of the Board of Directors

Rajhoo Bbarot
Place: Mumbai Chairman
Dated: May 27 2016 DIN:00038219

FORMAOC-1

Statement containing the salient features of the financial statements of subsidiaries /associate companies / joint ventures [Pursuant to first proviso to Sub-section (3) ofSection 129 of the Companies Act 2013 read with Rule 5 of the Companies (Accounts)Rules 2014]

Part "A" Subsidiaries

Sr. No. Name of the Subsidiary Company Reporting Period Reporting Currency Share Capital Reserves & Surplus Total Assets Total Liabilities Investments Turnover/ Total Income Profit/)-) Loss Before Taxation Provision for Taxation Profit/)-) Loss After Taxation Proposed Dividend %of Shareholding
1 Atlanta Hotels Private Limited March 312016 INR 500000 (94145) 417305 417305 52.00%
2 Atlanta Tourism Ventures Limited March 312016 INR 19992280 (527875) 20038594 20038594 75.89%
3 Atlanta Infra Assets Limited March 312016 INR 420137900 1615945283 4988328770 4988328770 1225275950 214941647 (528141112) (172743934) (355397178) 99.86%
4 MORA Tollways Limited March 312016 INR 149900000 1747000000 5988538350 5988538350 50000 35.04%
5 Northeast Tollways Private Limited March 312016 INR 500000 7066035 7066035 26.00%
6 Atlanta Ropar Tollways Private Limited March 312016 INR 350000000 (512906) 2344575692 2344575692 50000 26.00%

Note:

1) All entities above are incorporated in India

2) Name of the Subsidiaries which are yet to commence operations: Nil

3) Name of the Subsidiaries which have been liquidated or sold during the year: Nil

Part "B" Associates and Joint Ventures

Sr. No. Name of the Associate/ Joint Venture Nature of Entity Latest Audited Balance Sheet Date Reporting Currency % of Holding Amount of Investment Description of how there is significant influence Reason why the Entity is not Consolidated Networth attributable to Shareholding as per latest Balance Sheet Profit for the year considered in consolidation Profit for the year not considered in consolidation
1 Shreenath Builders Joint Venture March 31 2016 INR 60.00% 421907077 Due to holding more than 50% Considered in consolidation 422434846 - "

Note:

1) All entities above are incorporated in India

2) Name of the Associates/ Joint Ventures which are yet to commence operations : Nil

3) Name of the Associates/ Joint Ventures which have been liquidated or sold during theyear: Nil

Annual Report on the CSR activities pursuant to the Companies (Corporate SocialResponsibility Policy) Rules 2014.

Sr. No. Particulars Disclosure
1 A brief outline of the Company's CSR Policy including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs Company's vision on CSR is to enhance the quality of life and the economic well being of communities around our operations. For detailed policy please refer the website www.atlantalimited.in
2 The composition of the CSR Committee Mr. Rajhoo Bbarot - Chairman
Mr. Rikiin Bbarot - Member
Mr. Arpan Brahmbhatt - Member
3 Average net profit of the Company for last three financial years ' 3586.94
4 Prescribed CSR Expenditure (two percent of the amount as in item 3 above) ' 71.74
5 Details of CSR spent during the financial year
a) Total amount to be spent for the financial year '71.74
b) Amount unspent if any '71.74
c) Manner in which the amount spent during the financial year is detailed below N.A
6 In case the Company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof the Company shall provide the reason for not spending the amount in its Board's Report The Company is in the process of implementing viable projects activities and identifying appropriate projects and locations thereof for implementation under CSR Scheme.
7 A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance of CSR objectives and Policy of the Company Yes

 

For and on behalf of the Board of Directors

Rajhoo Bbarot Rikiin Bbarot
Place: Mumbai Chairman Managing Director
Date: May 27 2016 DIN:00038219 DIN: 02270324

Annexure III

FORM AOC-2

Disclosure of particulars of contracts/arrangements entered into by the Company withRelated Parties referred to in sub-section (1) of Section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at arm’s length basis
(a) Name(s) of the related party and nature of relationship Nil
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value if any
(e) Justification for entering into such contracts or arrangements or transactions
(f) Date(s) of approval by the Board
(g) Amount paid as advances if any
(h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188
2 Details of material contracts or arrangement or transactions at arm’s length basis
(a) Name(s) of the related party and nature of relationship Atlanta Ropar Tollways Private Limited (Step Down Subsidiary)
(b) Nature of contracts/arrangements/transactions Engineering Procurement and Construction Contract (EPC contract)
(c) Duration of the contracts / arrangements/transactions 16.05.2012 - ongoing
(d) Salient terms of the contracts or arrangements or transactions including the value if any ' 240/- crores
(e) Date(s) of approval by the Board if any -
(f) Amount paid as advances if any -

 

For and on behalf of the Board of Directors

Rajhoo Bbarot Rikiin Bbarot
Place: Mumbai Chairman Managing Director
Date: May 27 2016 DIN:00038219 DIN: 02270324

Form No. MR-3

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014] SECRETARIAL AUDIT REPORT FORTHE FINANCIAL YEAR ENDED 31st March 2016

To

The Members

Atlanta Limited

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Atlanta Limited (hereinaftercalled "the company"). Secretarial Audit was conducted in a manner that providedme a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.

Based on my verification of the company’s books papers minute books forms andreturns fled and other records maintained by the company and also the information providedby the Company its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion the company has during the auditperiod covering the financial year ended on 31st March 2016 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance- mechanism in place to the extent in the manner and subject to thereporting made in Annexure II:

I have examined the books papers minute books forms and returns fled and otherrecords maintained by the Company for the financial year ended on 31st March2016 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder-

The Company has given loans to the following Companies:

a) Atlanta Ropar Tollways Private Limited [Deemed public under Section 2(71)]

b) Atlanta Infra Assets Limited

c) Atlanta Tourism Ventures Limited

d) Northeast Tollways Private Limited [Deemed public under Section 2(71)]

However the Directors of the said Company declare that none of the Directors/ Managerof the Company are accustomed to act in accordance with the directions or instructions ofthe Board or any of the director or directors of Atlanta Limited.

Also in accordance to the Concession Agreement provided to us it has been brought toour notice that the said loans have been provided to fulfil the SPV’s investmentcriteria as stipulated by contracting authorities - National Highway Authorities of India(NHAI) and Punjab Infrastructure Development Board (PIDB).

It is based on these representations made before us we can certify that the provisionsof Section 185 of Companies Act 2013 have not been violated by these loans.

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; (Not applicable to the company during the Audit period)

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the Company duringAudit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during Audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not applicable to the Company during Audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during Audit period)

(i) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015

(vi) I have relied on the representation made by the Company and its Officers forsystems and mechanism formed by the Company for compliances under other applicable ActsLaws and Regulations to the Company. The list of major head/ groups of Acts Laws andRegulations as applicable to the Company is given in Annexure II.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with the Bombay Stock Exchangeand National Stock Exchange. During the period under review the Company has complied withthe provisions of the Act Rules Regulations Guidelines Standards etc. mentioned abovesubject to the observations contained in Annexure I

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

Note: Please report specific observations / qualification reservation or adverseremarks in respect of the Board Structures/system and processes relating to the Auditperiod.

Sd/-

Mr. Ketan Shantilal Dand F.C.S.

No. 5288 C.O. P. No. 4470

Place : Mumbai

Date : May 27 2016

ANNEXURE I

> The Company has not spent 2% of its average net profits during the year onCorporate Social Responsibility Activities as required under Section 135 of Companies Act2013 read with Schedule VII and The Companies (Corporate Social Responsibility) Rules2014.

> The Company has only one Preference Shareholder which is also its own associateCompany to which it has not made payment of Dividend within 30 days of declaration.Further such payment has been made from Current account of the Company and not from aseparate Dividend account pursuant to Section 123 of Companies Act 2013 and has nottransferred unpaid dividend to separate Unpaid Dividend Account within 7 days from expiryof thirty days as required under Section 124 (1) of Companies Act 2013. Further underSection 124 (3) of the Companies Act 2013 it was required to pay interest on amount nottransferred to Unpaid Dividend Account at the rate of 12 % perannum which has not beendone.

> Delay in payment of the Listing Fees Actual date of payment made is 13/07/2015and due date is 30/04/2015.

> The Company has kept Fixed Deposit with Corporation Bank amounting to 15 % of thedeposits maturing during the current financial year and ensuing financial year. Howeverthe Company has not named this account as "Deposit Repayment Reserve" with aScheduled Bank as required under Rule 13 of Companies (Acceptance ofDeposits) Rules2014.

ANNEXURE II

> Central Sales Tax Act 1956

> Central Excise Act 1944

> Customs Act 1962

> Income Tax Act 1961

> State Sales Tax / Vat Acts

> Service Tax Chapter V of Finance Act 1994 and the Service Tax Rules 1944

> Internal Audit Compliances

> Depositories Act 1996

> Foreign Exchange Management Act 1999

> Foreign Exchange Regulations Act 2002

> Securities and Exchange Board of India Act 1992

> Securities Contracts (Regulation) Act 1956

> Employee’s Provident Funds & Miscellaneous Provisions Act 1952

> Employees’ State Insurance Act 1948

> Factories Act 1948

> Minimum Wages Act 1948

> Payment of Bonus Act 1965

> Payment of Gratuity Act 1972

> Payment of Wages Act 1936

> The Trade Union Act 1926

> Workmen’s Compensation Act 1923

> Industrial Disputes Act1947

> Insurance Act 1938

> Motor Vehicles Act 1988

> The Fatal Accidents Act 1885

> Air (Prevention and Control of Pollution) Act1981

> Arbitration and Conciliation Act 1996

> Consumer Disputes Act 1986

> Consumer Protection Act 1986

> Indian Contract Act 1872

> Environment Protection Act 1986

> Limitation Act 1963

> Negotiable Instruments Act 1881

> Patents Act 1970

> Registration Act 1908

> Indian Stamp Act 1899

> Sale of Goods Act 1930

> Trade Marks Act 1999

> The Water (Prevention and Control of Pollution) Act 1974

To

The Members

Atlanta Limited

Our report of even date is to be read along with this letter -

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records asshown to us based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial Records. Theverification was done on the test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company during the year under review.

Sd/-

Mr. Ketan Shantilal Dand

Practising Company Secretary

Membership No. F.C.S. 5288

C.O.P. No. 4470

Place : Mumbai

Date: 27th May 2016

Disclosure on the Remuneration of the Managerial Personnel

Sr. No Requirements Disclosure
1 The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year Rajhoo Bbarot - 1.35
Rikiin Bbarot - 1.09
2 The percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year There were no increase in the remuneration of the Whole time Director Managing Director Chief Financial Officer and the Company Secretary
3 The percentage increase in the median remuneration of employees in the financial year There were no increase in the remuneration of the employees during financial year 2015-16.
4 The number of permanent employees on the rolls of Company 38 as on March 31 2016.
5 The explanation on the relationship between average increase in remuneration and Company performance There were no increase in the remuneration of the employees during financial year 2015-16.
6 Comparison of the remuneration of the Key Managerial Personnel (KMP) against the performance of the Company There was no increase in the remuneration of the Key Managerial Personnel (KMP) vis-a vis the performance of the Company.
7 Variation in the market capitalisation of the Company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer The Market Capitalisation of the Company as at March 31 2016 was Rs 252.45 Crores as compared to Rs 537.49 Crores as at March 31 2015. The price earnings ratio of the Company was Rs 96.80 as at March 31 2016 and Rs 11.38 at March 312015. The closing price of Company’s Equity Share as on March 312016 was '31.10 (BSE) and '30.85 (NSE) respectively representing increase of 3.67% (BSE) and 2.83% (NSE) respectively increase over the IPO price adjusted for sub-division in 2010.
8 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration There were no increase in the remuneration of the employees during financial year 2015-16 and there were no increase in the Managerial Remuneration of the Chairman & the Managing Director
9 Comparison of remuneration of each of the Key Managerial Personnel against the performance of the Company Remuneration of Key Managerial Personnel is in line with the performance andfinancial position ofthe Company.
10 The key parameters for any variable component of remuneration availed by the Directors The Executive Directors are not paid any variable component of remuneration. The fixed remuneration has been approved by the members in the Annual General Meeting(s). In case of Independent Directors they are paid sitting fees for every Board Meeting and Committee Meetings attended during the financial year.
11 The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year The Whole Time Directors are the highest paid Directors. No employee has received remuneration higher than the Whole Time Directors.
12 Affirmation that the remuneration is as per the remuneration policy of the Company. Yes.

 

For and on behalf of the Board of Directors
Rajhoo Bbarot Rikiin Bbarot
Place: Mumbai Date: May 27 2016 Chairman Managing Director
DIN:00038219 DIN: 02270324

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