To the Members
Your Directors are pleased to present the Thirty Eighth Annual Report together with theAudited Financial Statements for the financial year ended March 31 2021.
The Companys financial performance for the year ended March 31 2021 issummarised below:
(` in Lakhs)
|Particularss ||2020-21 ||2019-20 |
|Revenue from operations ||1636.14 ||3451.58 |
|Pro t /(Loss) before exceptional items and tax ||(393.53) ||(625.78) |
|Pro t/ (Loss) before tax ||(393.53) ||(625.78) |
|Less: Income tax expense ||541.79 ||392.16 |
|Pro t/ (Loss) after tax for the year ||(935.33) ||(1017.94) |
|Other Comprehensive income net of tax ||1.86 ||5.03 |
|Total Comprehensive income for the year ||(937.19) ||(1022.97) |
|Earnings per Share ( Basic) ||(1.15) ||(1.25) |
|Earnings per Share ( Diluted) ||(1.15) ||(1.25) |
|Pro t for the period carried to Balance Sheet ||(937.19) ||(1022.97) |
|MAT Credit Lapsed ||(434.54) ||- |
|Add: Balance brought forward from previous year ||24396.39 ||25419.36 |
|Balance carried forward ||23024.66 ||24396.39 |
BUSINESS OVERVIEW & OUTLOOK
During the year under review the revenue from operations amounted to ` 1636.14 Lakhsas compared to ` 3451.58 Lakhs in previous year.
The Pro t / (Loss) before tax (PBT) amounted to (` 393.53) Lakhs as compared to (`625.78) Lakhs in the previous year. After providing for Tax the Net Pro t / (Loss) (PAT)amounted to (` 935.33) Lakhs as against (` 1017.94) Lakhs in the previous year. OtherComprehensive income net of tax amounted to ` 1.86 Lakhs as compared to ` 5.03 Lakhs.
During the year under review the Board has not recommended any dividend for the yearMarch 31 2021.
TRANSFER TO RESERVE
During the year under review the Company has not transferred any amount towardsGeneral Reserve.
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 deposit at the beginning of the yeari.e. on April 01 2020 was `1.00 lakh. As on March 31 2021 the outstanding deposit frompublic was NIL.
As on March 31 2021 your Company has total 3 (three) subsidiaries (includingstep-down subsidiaries).
Atlanta Infra Assets Limited
MORA Tollways Limited
Atlanta Ropar Tollways Private Limited
During the year under review the Board of Directors reviewed the a airs 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 websiteviz. www.atlantalimited.in. These documents will also be available for inspection duringbusiness hours at the registered officeof the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company consists of Six (6) Directors consisting of Four (4) Non-ExecutiveIndependent Directors One (1) Whole Time Director & One (1) Managing Director; One(1) Chief Financial Officer and One (1) Company Secretary viz.
|Mr. Rajhoo Bbarot ||Chairman |
|Mr. Rikiin Bbarot ||Managing Director |
|Mr. Arpan Brahmbhatt ||Non-Executive Independent Director |
|Dr. Samir Degan ||Non Executive Independent Director |
|Mr. Anil Dighe ||Non Executive Independent Director |
|Mrs. Bhumika Anuj Pandey ||Non Executive Independent Director |
|Mr. Dipesh Gogri ||Chief Financial Officer |
|Mr. Narayan Joshi ||Company Secretary |
Independent Non-Executive Directors
In terms of the de nition 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 four Independent Directors:
1) Mr. Arpan Brahmbhatt
2) Dr. Samir Degan
3) Mr. Anil Dighe
4) Mrs. Bhumika Anuj Pandey
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.
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. Rajhoo 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.
Appointment / Resignation of Directors
During the year under review Mrs. Pooja Rikiin Bbarot has resigned from theDirectorship of the Company with effect from December 11 2020. The Board places on recordits appreciation for the valuable contribution made by Mrs. Pooja Rikiin Bbarot as a NonExecutive Non-Independent Director of the Company.
During the year under review Mrs. Bhumika Anuj Pandey was appointed as an AdditionalDirector designated as an Independent Director with effect from February 12 2021. Shewill hold officetill the conclusion of the forthcoming Annual General Meeting of theCompany.
Brief resume of Mr. Rajhoo Bbarot Mr. Anil S. Dighe and Mrs. Bhumika Anuj Pandey asrequired inter-alia in terms of Regulation 36 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and the required proposal forreappointment/appointment and continuation of the above Directors at the forthcomingAnnual General Meeting is included in the Notice convening this Annual General Meeting.
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.
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 four (4) times during the FY 2020-21. Detailed information on themeetings of the Board is included in Corporate Governance Report of the Company whichforms 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 andRemuneration Committee Stakeholder Relationship Committee Corporate Social ResponsibilityCommittee 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.
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 Auditor 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
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015includes an Ethics & Compliance Task Force comprising senior executives of theCompany. Protected disclosures can be made by a whistle blower through an e-mail ordedicated telephone line or a letter to the Task Force or to the Chairman of the AuditCommittee. The Policy on vigil mechanism and whistle blower policy may be accessed on theCompanys website at www.atlantalimited.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 Identi cation
2) Risk Assessment and
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 Companys managementsystems structures processes standards code of conduct and behaviors 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 guarantees 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 RELATED PARTIES
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of business. However the materialrelated party transactions are accorded for shareholders approval in the ensuing AnnualGeneral 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 theCompanys website at www.atlantalimited.in.
Particularsof 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 implementationrequirements of Indian Accounting Standards (IND-AS) Rules on accounting anddisclosure requirements which is applicable from current year and as prescribed byRegulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as "SEBI Listing Regulations") the AuditedConsolidated Financial Statements are 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
In terms of provisions of Section 139(1) of the Companies Act 2013 M/s. Suresh C.Maniar & Co Chartered Accountants Mumbai bearing Firm Registration No. 110663W havebeen appointed as the Statutory Auditors of the Company at the 35th Annual General Meetingof the members of the Company held on September 28 2018 to hold officefor a period of 4years till the conclusion of the 39th AGM of the Company.
In terms of the Companies (Amendment) Act 2017 and vide noti cation no S.O. 1833(E)dated May 7 2018 the Ministry of Corporate A airs have done away with the requirement ofrati cation of the appointment of auditors at each subsequent Annual General Meeting bydeleting the 1st Proviso to the sub-section (1) of Section 139 of the Companies Act 2013.Accordingly the same is not required to be put up to the members for rati cation.
M/s. Suresh C. Maniar & Co Chartered Accountants Mumbai (FRN 110663W) have conrmed that they continue to be eligible under Section 141 of the Companies Act 2013 andthe Rules framed thereunder for continuing as Auditors of the Company.
The Notes on financial statement referred to in the Independent Auditors Reportare self-explanatory and do not call for any further comments. The IndependentAuditors Report does not contain any quali cation 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 2019-20 in Form MR 3 given by M/s. Tariq Budgujar PracticingCompany Secretaries is attached as Annexure-IV with this report.
The Secretarial Audit Report does not contain any quali cation reservation.
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 2021and till the date of Directors Report i.e. July 30 2021.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Particularsin relation to conservation of energy and technology absorption arecurrently not applicable to the Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year there were neither foreign exchange earnings nor any outgo.
ParticularsOF 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 employees 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.
None of the employees are drawing more than the remuneration as required underSection 197 (12) of the Companies Act 2013 read with Rule 5(2) and (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
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 2014can be accessed on the Companys website at www.atlantalimited.in
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby con rmed that:
a) in the preparation of the annual accounts for the year ended March 31 2021 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 a airs of the Company as at March 31 2021 and of the losses ofthe 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.
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 rea rm their commitments tothese standards and a detailed Report on Corporate Governance together with theAuditors Certificate on its compliance is annexed hereto.
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
Dated: July 30 2021