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Atlanta Infrastructure & Finance Ltd.

BSE: 530479 Sector: Financials
NSE: N.A. ISIN Code: INE433D01027
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Atlanta Infrastructure & Finance Ltd. (ATLANTAINFRAST) - Director Report

Company director report

To

The Members

ATLANTA INFRASTRUCTURE & FINANCE LIMITED

Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2015.

1. FINANCIAL SUMMARY OF THE COMPANY (Standalone)

The Board’s Report shall be prepared based on the stand alone financial statementsof the company.

(Rs. in lacs)
PARTICULARS 2014-15 2013-14
Income for the year 496.52 224.57
Expenditure for the year excluding Depreciation and Amortization Exp. 506.81 221.60
Profit or Loss before Depreciation and Amortization Exp. (10.29) 2.97
Less: Depreciation and Amortization Exp. 1.31 1.69
Profit or Loss after Depreciation and Amortization Exp. But before Tax (11.60) 1.28
Less: Current Tax (0.05) 0.13
Profit or Loss After Tax (11.55) 1.15

For the year ended March 31 2015 the Company earned a total income of Rs. 496.53Lacs against total income of Rs. 224.57 Lacs in the immediately previous year. The netloss of the Company for the year is Rs.11.55. The company will try to achieve theperformance in terms of profit in next year by making more initiative in the activities ofthe company.

2. DIVIDEND:

With a view to enlarge the business operations of the Company the directors did notrecommend any Dividend for the Year under review.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mrs. Bhavna Ashar Director of the Company retires by rotation at the forthcomingAnnual General Meeting and being eligible offer them for reappointment.

Mr. Suresh Mavani & Mr. Manish Ashar have been appointed as an IndependentDirectors for term of Five years with effect from 30th September 2014.Further Mrs. Bhavna Ashar has been appointed as Women Director with effect from 30thSeptember 2014.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section 6 of Section 149 of the Companies Act 2013 and under clause 49 of the ListingAgreement which is hereby enclosed as "Annexure I".

Also Mr. Shailesh Ved has been appointed Managing Director & Chief FinancialOfficer with effect from 14th August 2014.

4. MEETINGS:

During the year four Board Meetings and four Audit Committee Meetings were convened andheld. The dates on which the said Board meetings were held:

May 29 2014 August 13 2014 November 14 2014 & February 13 2015.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

5. COMMITTEES:

The company has several committees which have been established as a part of bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statues.

The Board has constituted following Committees.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder’s Relationship Committee

• Share Transfer Committee

The details with respect to the compositions powers roles terms of reference etc. ofrelevant committees are given in detail in the ‘Report on Corporate Governance’of the company which forms part of this Annual Report.

6. EXTRACTS OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of the Annual Return as at March 31 2015 forms part of thisreport as "Annexure II".

7. AUDITORS:

M/S. SUMIT MEHTA & CO (Firm Registration No. 0126680W) Chartered Accountantshave been appointed as statutory auditors of the company at the Annual General Meetingheld on September 30 2014 to hold office from the conclusion of this Annual GeneralMeeting (AGM) for a consecutive period of two (2) financial years subject to ratificationby the shareholders annually. Accordingly ratification of appointment of StatutoryAuditors is being sought from the members of the company at the ensuing AGM. In thisregard the Company has received a certificate from the auditors to the effect that iftheir appointment is ratified it would be in accordance with the provisions of Section141 of the Companies Act 2013.Auditors comments on your company’s accounts for yearended March 31 2015 are self explanatory in nature and do not require any explanation asper provisions of Section 134(3)(f) of the Companies Act 2013.

There were no qualifications reservation or adverse remark or disclaimer made byStatutory Auditor in its report.

8. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act 2013 your company had appointed M/S. A.SHAH & ASSOCIATES Practising Company Secretaries Ahmedabad as its SecretarialAuditors to conduct the Secretarial Audit of the company for FY 2014-15. The Report of theSecretarial Auditor for the FY 2014-15 is annexed to this report as "AnnexureIII".

Secretarial Auditors have qualified their report to the Members of the Company & inthis connection; the Board of Directors of the Company has discussed the same atarm’s length and agreed to take the corrective steps on following Qualifications:

1. Company has not complied with clause 41(III) for all the quarters of the financialyear 2014-15.

2. Company is in part compliance with clause 41 (VI) for financial year 2014-15.

3. Company is yet to comply with Clause 47(a) of Listing Agreement.

4. Company is not in compliance with Pursuant to Section 203 (1) (ii) of

Company’s Act 2013.

5. Company is yet to comply with Clause 41 (1) (h) with regard to peer review auditfirm.

6. Company is not in compliance with Clause 54 of listing Agreement.

7. Company has not provided notice pursuant to section 91 of Companies Act 2013.

8. Company is yet to comply with the section 138 of the Companies Act 2013 i.e.Internal Auditor needs to be appointed to conduct the internal audit of the functions andactivities of the company.

9. INTERNAL AUDIT & CONTROLS:

Your company had laid down set of standards processes and structure which enables toimplement internal financial control across the organization and ensure that the same areadequate and operating effectively.

10. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under Clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

11.FIXED DEPOSITS:

Your company has not accepted any fixed deposits from the public within the provisionsof Section 73 to 76 of the Companies Act 2013. Hence the disclosures required as perRule 8(5)(v)&(vi) of the Companies (Accounts) Rules 2014 read with Section 73 to 76of the Companies Act 2013 are not applicable to your Company.

12. CORPORATE GOVERNANCE:

The Company believes that good Corporate Governance is a continuous process and it isour continuous endeavor to achieve good governance by way of a conscious andconscientious effort whereby ensuring the truth transparency accountability andresponsibility in all our dealings with all our stakeholders.

A separate section on Corporate Governance Standards followed by your company asstipulated under Clause 49 of the Listing Agreement is enclosed as Annexure to thisReport. The Report on Corporate Governance also contains certain disclosures requiredunder Companies Act 2013.

A certificate from M/S. A. SHAH & ASSOCIATES Practising Company Secretariesconforming compliance to the conditions of Corporate Governance as stipulated under Clause49 of the Listing Agreement is annexed to this Report.

13. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.

14. CONSERVATION OF ENERGY & ABSORTION TECHNOLOGY :

(a) Conservation of energy-

(i) the steps taken or impact on conservation of energy N.A
(ii) the steps taken by the company for utilizing alternate sources of energy N.A
(iii) the capital investment on energy conservation equipment’s N.A

(b) Technology absorption

(i) the efforts made towards technology absorption N.A
(ii) the benefits derived like product improvement cost reduction product development or import substitution N.A
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A
(a) the details of technology imported N.A
(b) the year of import; N.A
(c) whether the technology been fully absorbed N.A
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof N.A
(iv) the expenditure incurred on Research and Development N.A

15. FOREIGN EXCHANGE EARNINGS / OUTGO:-

As the Company has not carried out any activities relating to the export and importduring the financial year. There is no foreign exchange expenses and foreign income duringthe financial year.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2014-15 there were no contract and arrangement done with therelated parties. The policy on material Related Party Transactions and also on dealingwith Related Party Transactions is approved by the Audit Committee and the Board ofDirectors. As there is no contract or arrangements entered into by the Company withrelated parties therefore no disclosure referred to sub-section (1) of section 188 of theCompanies Act 2013 is disclosed in Form No. AOC-2.

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134 (3) (g) the Particulars of Loans Guarantees orInvestments under Section 186 is annexed hereto as "Annexure IV" and forms partof this Report.

18.PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employee’sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as "Annexure V".

B. The statement containing particulars of employees as required under Section 197(12)of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not provided as no employees is paidremuneration of Rs. 5 Lac Per month if employed for part of the year and Rs. 60 Lacs PerAnnum if employed for the whole year.

19.NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration /

Compensation Committee framed a policy on directors’ appointment and remunerationof Directors including criteria for determining qualification positive attributesindependence of directors and remuneration for Directors Key Managerial Personnel andother employees. The policy is annexed to this report as "Annexure VI".

20. HUMAN RESOURCES:

Your Company treats its "human resources" as one of its most significantassets. The Company continues its focus on retention through employee engagementinitiatives and provides a holistic environment where employees get opportunities torealize their potential. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement. The Company’s Health and Safety Policy commits toprovide a healthy and safe work environment to all employees.

21.CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year underreview.

22.MANAGEMENT DISCUSSION AND ANALYSIS:

As per Clause 49 of listing agreement with the Stock Exchanges a separate section onManagement Discussion and Analysis outlining the business of the Company is set out inAnnexure forming part of this Report.

23.SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company’s operation in future. Howevercompany’s trading is been suspended on Bombay Stock Exchange from January 2015.

24. STATEMENT OF DIRECTORS’ RESPONSIBILITY:

Pursuant to requirement under 134(3)(c) of the Companies Act 2013 (Act) Directorsconfirm that:

(a) In the preparation of the annual accounts for the year ended on 31stMarch 2015 the applicable accounting standards read with requirement set out underSchedule III to the Act have been followed and there are no material departures from thesame;

(b) The Directors have 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 31 2015 and of the profit ofthe company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the 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 are operatingeffectively and

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

25. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for thecommitment shown by the employees in supporting the Company in its continued robustperformance on all fronts.

PLACE: RAJKOT BY ORDER OF THE BOARD OF DIRECTORS
DATE: 14/08/2015 FOR ATLANTA INFRASTRUCTURE & FINANCE LIMITED
MR. SHAILESH VED
MANAGING DIRECTOR
(DIN- 00797245)

ANNEXURE III

SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the CompaniesAppointment and Remuneration Personnel) Rules 2014]

FOR THE FINANCIAL YEAR ENDED AS ON 31ST MARCH 2015

To

The Members

ATLANTA INFRASTRUCTURE & FINANCE LIMITED

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/S ATLANTA INFRASTRUCTURE& FINANCE LIMITED (Hereinafter called the company). Secretarial Audit was conducted ina manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the M/S ATLANTA INFRASTRUCTURE & FINANCE LIMITED(books papers minute books forms and returns filed and other records maintained by thecompany and also the information provided by the Company its officers agents andauthorized representatives during the conduct of secretarial audit We hereby report thatin our opinion the company has during the audit period covering the financial year endedon 31ST MARCH 2015 complied with the statutory provisions listed hereunder andalso that the Company has proper Board-processes and compliance-mechanism in place to theextent in the manner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by M/S ATLANTA INFRASTRUCTURE & FINANCE LIMITED for the financialyear ended on 31ST MARCH 2015 according to the provisions of:

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

(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 made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(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 1992;

(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;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(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; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(vi) Reserve Bank of India directions pursuant to Non banking financial companiesdirections with reference to Non Banking Financial companies as amended from time to timeis specific other law applicable to the Company and company is compliant for the sameduring the year under review.

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

I. Secretarial Standards issued by The Institute of Company Secretaries of India Notexamined as Secretarial Standards were not applicable in financial year 2014-15.

II. The Listing Agreements entered into by the Company with BSE Limited StockExchange(s).

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:

1. Company has not complied with clause 41(III) for all the quarters of the financialyear 2014-15.

2. Company is in part compliance with clause 41 (VI) for financial year 2014-15.

3. Company is yet to comply with Clause 47(a) of Listing Agreement.

4. Company is not in compliance with Pursuant to Section 203 (1) (ii) of Company’sAct 2013.

5. Company is yet to comply with Clause 41 (1) (h) with regard to peer review auditfirm.

6. Company is not in compliance with Clause 54 of listing Agreement.

7. Company has not provided book closure notice pursuant to section 91 of CompaniesAct 2013.

8. Company is yet to comply with the section 138 of the Companies Act 2013 i.e.Internal Auditor needs to be appointed to conduct the internal audit of the functions andactivities of the company.

We 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.

We 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.

We further report that during the audit period the company there has been nomaterial discrepancy in the business and no specific change in the nature of the Business.

PLACE: AHMEDABAD FOR A. SHAH & ASSOCIATES
DATE: 14/08/2015 PRACTICING COMPANY SECRETARIES
MR. ANISH SHAH
PROPRIETOR
FCS No: 4713
C P No.: 6560

Note: This report is to be read with our letter of even date which is annexed as

"ANNEXURE A" and forms an integral part if this report.

Annexure A

To

The Members

ATLANTA INFRASTRUCTURE & FINANCE LIMITED

822 STAR CHAMBERS

HARIHAR CHOWK

RAJKOT 360001

Our Report of even date is to be read 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 based onour 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 to 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. Where ever 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.

PLACE: AHMEDABAD FOR A. SHAH & ASSOCIATES
DATE: 14/08/2015 PRACTICING COMPANY SECRETARIES
MR. ANISH SHAH
PROPRIETOR
FCS No: 4713
C P No.: 6560

ANNEXURE IV

(Pursuant to sub-section (2) of section 186 of the Act and Rule 11 of the Companies(Meetings of Board and its Powers) Rules 2014)

Details of Loans; (After the ledger of loans and advances provided)

Sr. No Details of Borrower Amount Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd) Rate of Intere st Securi ty
1. Mr. Ashish Thakkar Rs. 363031 Business purpose 6 months 14/11/2014 - 9% P.A -
2. M/s Golding Mercantile pvt ltd Rs. 556094 Business purpose 6 months 14/11/2014 - 9% P.A -
3. M/s Larite ind.ltd Rs. 392017 Business purpose 6 months 14/11/2014 - 9% P.A -
4. Pestonjee Bhicajee (kutch) Rs. 104663 Business purpose 6 months 14/11/2014 - 9% P.A -
5. M/s Tricom India Ltd Rs. 238383 Business purpose 6 months 14/11/2014 - 9% P.A -
6. M/s Ayodhyap ati Investmen t Private Limited Rs. 3494902 Business purpose 6 months 14/11/2014 - 9% P.A -

Details of Investments:-

Sr. No Date of investm ent Details of Investee Amount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expected rate of return
1 N.A N.A N.A N.A N.A N.A N.A

Details of Guarantee / Security Provided:

Sr. No Date of providing security/guar antee Details of recipient Amount Purpose for which the security/gu arantee is proposed to be utilized by the recipient Date of BR Date of SR (if any) Commission
1 N.A N.A N.A N.A N.A N.A N.A

 

PLACE: RAJKOT BY ORDER OF THE BOARD OF DIRECTORS
DATE: 14/08/2015 FOR ATLANTA INFRASTRUCTURE & FINANCE LIMITED
MR. SHAILESH VED
MANAGING DIRECTOR
(DIN- 00797245)

ANNEXURE V

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

(i) The percentage increase in remuneration of each Director & Chief FinancialOfficer during the Financial year 2014-15 ratio of the remuneration of each Director tothe median remuneration of the employees of the Company for the Financial year 2014-15 andthe comparison of remuneration of each Key Managerial Personnel (KMP) against theperformance of the Company are as under:

Sr. No. Name of Director/KMP and Designation Remuneration of Director/KMP for Financial year 2014-15 (Rs. in crore) % increase in Remuneration in the Financial Year 2014-15 Ratio of remuneration of each Director / to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1. MR. SHAILESH VED (MANAGING DIRECTOR) 240000 - 1:1 N.A (As PBT of company is Rs. (11.55 Lacs) so no comparison can be provided)
2. MR. MANISH ASHAR- (INDEPENDENT DIRECTOR) - - - -
3. MR. SURESH MAVANI (INDEPENDENT DIRECTOR) - - - -
4. MRS.BHAVNA ASHAR ( NON EXECUTIVE DIRECTOR) - - - -

(ii) The median remuneration of employees of the Company during the financial year wasRs. 72000/-

(iii) In the Financial year there was no increase in median remuneration of employees;

(iv) There were 3 permanent employees on the rolls of Company as on March 31 2015.

(v) Relationship between average increase in remuneration and company performance:-

As PBT of company is Rs. 11.60 Lacs so no comparison can be provided

(vi) Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company:

a) Variations in the market capitalization of the Company: The market capitalization ason *January 06 2015 was Rs. 921690000 (Rs. 698775000 as on March 31 2014).

*(As not traded after 06TH January 2015 due to suspension)

b) As earning per share of the Company is NIL Price Earnings ratio of the Company isnot provided.

c) Percent increase over/ decrease in the market quotations of the shares of thecompany as compared to the rate at which the company came out with the last public offerin the year could not be provided as previous years data is not available.

(vii) Average percentage increase made in the salaries of employees other than themanagerial personnel in the financial year i.e. 2014-15 was NIL whereas the increase ordecrease in the managerial remuneration for the same financial year was NIL.

(viii) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other Employees.

(ix) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year Not Applicable; and

(x) It is hereby affirmed that the remuneration paid is as per the as per theRemuneration Policy for Directors Key Managerial Personnel and other Employees.

PLACE: RAJKOT BY ORDER OF THE BOARD OF DIRECTORS
DATE: 14/08/2015 FOR ATLANTA INFRASTRUCTURE & FINANCE LIMITED
MR. SHAILESH VED
MANAGING DIRECTOR
(DIN- 00797245)

ANNEXURE VI

NOMINATION AND REMUNERATION POLICY

INTRODUCTION:

In pursuance of the Company’s policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors key managerial personnel andemployees of the company to harmonize the aspirations of human resources consistent withthe goals of the company and in terms of the provisions of the Companies Act 2013 and theListing Agreement with the stock exchanges (as amended from time to time) this policy onnomination and remuneration of Directors Key Managerial Personnel (KMP) and SeniorManagement has been formulated by the Nomination and Remuneration Committee("NRC") and approved by the Board of Directors of the Company.

CONSTITUTION OF COMMITTEE:

The Board of Directors of the Company (the Board) constituted the committee to be knownas the Nomination and Remuneration Committee consisting of three non-executive directorsout of which not less than one-half are independent directors. The Chairman of theCommittee is an Independent Director. However the chairperson of the company (whetherexecutive or nonexecutive) may be appointed as a member of the Nomination and RemunerationCommittee but shall not chair such Committee."

OBJECTIVE

The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andClause 49 under the Listing Agreement and Guidelines of Reserve Bank of India. Theobjective of this policy is to lay down a framework in relation to remuneration ofdirectors KMP senior management personnel and other employees. The Key Objectives of theCommittee would be:

1.1. To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

1.2. Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of Directors key managerial personnel and other employees.

1.3. Formulation of criteria for evaluation of Independent Director and the Board.

1.4. To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board.

1.5. To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.

1.6. To provide to Key Managerial Personnel and Senior Management reward linkeddirectly to their effort performance dedication and achievement relating to theCompany’s operations.

1.7. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

1.8. To develop a succession plan for the Board and to regularly review the plan.

1.9. To assist the Board in fulfilling responsibilities.

1.10 To Implement and monitor policies and processes regarding principles of corporategovernance.

APPLICABILITY:

a) Directors (Executive and Non Executive)

b) Key Managerial Personnel

c) Senior Management Personnel

DEFINITION

"Act" means the Companies Act 2013 and Rules framed there under as amendedfrom time to time.

"Board" means Board of Directors of the Company.

"Directors" mean Directors of the Company.

"Key Managerial Personnel" means

i. Managing Director or Chief Executive Officer or Manager and in their absence aWhole- time Director;

ii. Chief Financial Officer;

iii. Company Secretary; and

iv. Such other officer as may be prescribed.

"Senior Management" means Senior Management means the personnel of thecompany who are members of its core management team excluding Board of Directorscomprising all members of management one level below the executive directors includingthe functional heads. Unless the context otherwise requires words and expressions used inthis policy and not defined herein but defined in the Companies Act 2013 as may beamended from time to time shall have the meaning respectively assigned to them therein.

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

Appointment Criteria and Qualifications

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

1. Term / Tenure:

a) Managing Director/Whole-time Director: The Company shall appoint or re-appoint anyperson as its Executive Chairman Managing Director or Executive Director for a term notexceeding five years at a time. No re-appointment shall be made earlier than one yearbefore the expiry of term.

B) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not during the said period of three years be appointed in orbe associated with the Company in any other capacity either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.

5. Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

a) Removal Due to reasons for any disqualification mentioned in the Act or under anyother applicable Act rules and regulations there under the Committee may recommend tothe Board with reasons recorded in writing removal of a Director KMP or SeniorManagement Personnel subject to the provisions and compliance of the said Act rules andregulations.

b) Retirement the Director KMP and Senior Management Personnel shall retire as per theapplicable provisions of the Act and the prevailing policy of the Company. The Board willhave the discretion to retain the Director KMP Senior Management Personnel in the sameposition/ remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1. Remuneration to Managing/Whole-time / Executive / Managing Director KMP andSenior Management Personnel:

The Remuneration/ Compensation/ Commission etc. to be paid to Director / ManagingDirector etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force.

2. Remuneration to Non- Executive / Independent Director:

No remuneration / compensation / commission is given to the Non-Executive IndependentDirector of the company.

DUTIES IN RELATION TO NOMINATION MATTERS

The duties of the Committee in relation to nomination matters include:

• Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;

• Ensuring that on appointment to the Board Non-Executive Directors receive aformal letter of appointment in accordance with the Guidelines provided under the Act;

• Identifying and recommending Directors who are to be put forward for retirementby rotation

• Determining the appropriate size diversity and composition of the Board;

• Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;

• Evaluating the performance of the Board members and Senior Management in thecontext of the Company’s performance from business and compliance perspective;

• Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.

• Delegating any of its powers to one or more of its members or the Secretary ofthe Committee;

• Recommend any necessary changes to the Board; and

• Considering any other matters as may be requested by the Board.

DUTIES IN RELATION TO REMUNERATION MATTERS:

The duties of the Committee in relation to remuneration matters include:

• Considering and determining the Remuneration Policy based on the performanceand also bearing in mind that the remuneration is reasonable and sufficient to attractretain and motivate members of the Board and such other factors as the Committee shalldeem appropriate all elements of the remuneration of the members of the Board.

• Approving the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.Delegating any of its powers to one or more of its members or the Secretary of theCommittee. Considering any other matters as may be requested by the Board.

REVIEW AND AMENDMENTS:

i. The NRC or the Board may review the Policy as and when it deems necessary.

ii. The NRC may issue the guideline procedures formats reporting mechanism andmanual in supplement and better implementation to this policy if it thinks necessary.

iii. This Policy may be amended or substituted by the NRC or by the Board and as whenrequired and also by the Compliance Officer where there is any statutory changenecessitating the change in the policy.

PLACE: RAJKOT BY ORDER OF THE BOARD OF DIRECTORS
DATE: 14/08/2015 FOR ATLANTA INFRASTRUCTURE & FINANCE LIMITED
MR. SHAILESH VED
MANAGING DIRECTOR
(DIN- 00797245)

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