To the Members
Your Directors are pleased to present the Thirty Fourth Annual Report together with theAudited Financial Statements for the financial year ended March 31 2017.
The Company's financial performance for the year ended March 31 2017 is summarisedbelow:
| || ||(' in Lakhs |
|Particulars ||2016-17 ||2015-16 |
|Revenue from operations ||22447.85 ||13587.42 |
|Profit before prior period adjustments extraordinary items and tax ||10419.22 ||338.69 |
|Less: Provision for taxation ||2175.35 ||4.68 |
|Profit after tax for the year ||8243.87 ||334.01 |
|Add: Balance brought forward ||15080.66 ||14593.76 |
|Profit available for appropriation ||23324.53 ||14927.77 |
| || ||(Rs. in Lakhs) |
|Particulars ||2016-17 ||2015-16 |
|Proposed dividend on equity shares ||71.25 ||- |
|Tax on proposed dividend on equity shares ||14.50 ||- |
|Reversal of Proposed Equity Dividend and tax thereon for the FY 2014-15 ||- ||(294.56) |
|Transfer to Capital Redemption Reserve ||- ||116.67 |
|Transfer to General Reserve ||25.00 ||25.00 |
|Balance of profit carried forward ||23213.78 ||15080.66 |
BUSINESS OVERVIEW & OUTLOOK
During the year under review the revenue from operations amounted to ' 22447.85 lakhsas compared to ' 13587.42 lakhs in previous year registering a growth of 65.21%.
The Profit before tax (PBT) at '10419.22 lakhs as compared to ' 338.69 lakhs in theprevious year represents a growth of 2976.33%. After providing for Tax the Net Profit(PAT) amounted to ' 8243.87 lakhs as against ' 334.01 lakhs in the previous yearregistering a growth of 2368.15%.
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' ofSARDP-NE (Package-MM-II)
Construction of Four Laning of End of Moran Bypass (Km 561.700) to BogibeelJunction (Km 580.778) of NH-37 in the State of Assam under SARDP-NE Package (ii)
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
The Board has recommended a dividend of 15% i.e. ' 0.30 per equity share onnon-promoter shares (23751078 equity shares of ' 2/- each) amounting to ' 7125323.40(Rupees Seventy One Lakh Twenty Five Thousand Three Hundred Twenty Three and Paise Fortyonly) for the year ended March 31 2017. The Board has not recommended any dividend toPromoter / Promoter Group for the year ended March 312017.
TRANSFER TO RESERVES
The Company has transferred an amount of ' 2500000/- (Rupees Twenty Five Lakhs only)to General 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 deposits at the beginning of the year i.e. on April 01 2016 were '18.41 lakhs. As on March 31 2017 the outstanding deposits from public were '1.00 lakhs.
As on March 31 2017 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 will also be available for inspection duringbusiness hours at the registered office of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company consists of 5 (five) Directors consisting of 3 (three) Non-ExecutiveIndependent Directors 1 (one) Whole Time Director & 1 (one) Managing Director. KeyManagerial Personnel includes 1 (one) Chairman 1 (one) Managing Director 1 (one) ChiefFinancial Officer and 1 (one) 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.
None of the Directors are disqualified from being appointed as Directors as specifiedin Section 164(2) ofthe 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.
The brief resume of Mr. Rajhoo 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.
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 4 (four) times during the FY 2016-17. 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:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee
4. Corporate Social Responsibility Committee
5. Management Committee
6. Risk Management Committee
The details with respect to the compositions powers roles terms of reference etc.of relevant committees are given in detail 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 of this Annual Report.
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 theCompany'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)RiskIdentification 2)RiskAssessmentand3)RiskControl.
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 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 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 RELATED PARTIES
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 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 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.
Mr. Ajay B. Garg Chartered Accountant was appointed as the Statutory Auditor of theCompany in the Annual General Meeting held on September 28 2016.
He will retire at the conclusion of ensuing Annual General Meeting and has shown hisunwillingness for re-appointment.
The Board at its meeting held on May 15 2017 have appointed M/s. Price WaterhouseChartered Accountant LLP Mumbai as the Statutory Auditor of the Company.
The Company has received a certificate/declaration from the above Firm to the effectthat if they are appointed it would be in accordance with the provisions of Section 141of the Companies Act 2013.
Based on the recommendations of the Audit Committee the Board of Directors of theCompany proposes appointment of M/s. Price Waterhouse Chartered Accountant LLP Mumbai asStatutory Auditor of the Company to hold office from the conclusion of 34thAnnual General Meeting till the conclusion of 39th Annual 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 does notcontain 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 2016-17 in Form MR 3 given by Mrs. Shilpa Rathi PracticingCompany Secretary is attached as Annexure-IV with this report.
The Secretarial Audit Report contains following qualification reservation or adverseremark. The reason for the same are mentioned below:
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.
The Company had identified charitable institution for imparting education training asrequired under CSR activity. However the amount could not be spent due to non confirmationand efflux of time from said charitable institution. The Company is taking all the stepsto implement the CSR activity in good and reliable charitable institutions.
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 2017-18.
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. 6of 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 2017and till the date of Directors' Report i.e. May 15 2017.
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 neither foreign exchange earnings nor any outgo.
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.
Particulars of employee remuneration as required under Section 197 (12) of theCompanies Act 2013 read with Rule 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report.
Having regard to the provisions of the first proviso to Section 136(1) of the CompaniesAct 2013 the Annual Report excluding the said information is being sent to the members ofthe Company. The said information is available for inspection at the registered office ofthe Company during working hours and any member interested in obtaining such informationmay write to the Company Secretary at the registered office of the Company.
EXTRACT OF ANNUAL RETURN
The extract 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
Pursuantto the requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that:
a) in the preparation of the annual accounts for the year ended March 31 2017 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 312017 and of the profits 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 reaffirm their commitments tothese standards and a detailed Report on Corporate Governance together with the Auditors'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 |
| ||Sd/- |
| ||Rajhoo Bbarot |
| ||Chairman |
| ||DIN: 00038219 |
|Place: Mumbai || |
|Dated: May 15 2017 || |