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Atlanta Ltd.

BSE: 532759 Sector: Engineering
NSE: ATLANTA ISIN Code: INE285H01022
BSE 00:00 | 27 Jul 15.41 0.34
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OPEN 15.82
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VOLUME 5789
52-Week high 19.35
52-Week low 6.05
P/E
Mkt Cap.(Rs cr) 126
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.82
CLOSE 15.07
VOLUME 5789
52-Week high 19.35
52-Week low 6.05
P/E
Mkt Cap.(Rs cr) 126
Buy Price 0.00
Buy Qty 0.00
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 Seventh Annual Report together withthe Audited Financial Statements for the financial year ended March 31 2020.

FINANCIAL PERFORMANCE

The Company's financial performance for the year ended March 31 2020 is summarisedbelow:

Particulars 2019-20 2018-19
Revenue from operations 3451.58 1752.75
Profit /(Loss) before exceptional items and tax (625.78) (350.51)
Profit/ (Loss) before tax (625.78) (350.51)
Less: Income tax expense 392.16 (51.99)
Profit/(Loss) after tax for the year (1017.94) (298.52)
Other Comprehensive income net of tax 5.03 5.62
Total Comprehensive income for the year (1022.97) (292.90)
Earnings per Share ( Basic) (1.25) (0.37)
Earnings per Share ( Diluted) (1.25) (0.37)
Profit for the period carried to Balance Sheet (1022.97) (292.90)
Add: Balance brought forward from previous year 25419.36 25712.26
Balance carried forward 24396.39 25419.36

BUSINESS OVERVIEW & OUTLOOK

During the year under review the revenue from operations amounted to Rs.3451.58 Lakhsas compared to Rs.1752.75 Lakhs in previous year registering a growth of 96.92% over thatof the previous year.

The Profit / (Loss) before tax (PBT) amounted to (Rs.625.78) Lakhs as compared to(Rs.350.51) Lakhs in the previous year. After providing for Tax the Net Profit / (Loss)(PAT) amounted to (Rs.1017.94) Lakhs as against (Rs.298.52) Lakhs in the previous year.Other Comprehensive income net of tax amounted to Rs.5.03 Lakhs as compared to Rs.5.62Lakhs.

DIVIDEND

During the year under review the Board has not recommended any dividend for the yearMarch 31 2020.

TRANSFER TO RESERVE

During the year under review the Company has not transferred any amount towardsGeneral 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 deposit at the beginning of the year i.e. on April 01 2019 was Rs.1.00Lakh. As on March 31 2020 the outstanding deposit from public was Rs.1.00 Lakh.

SUBSIDIARY COMPANIES

As on March 31 2020 your Company has total 3 (three) subsidiaries (includingstep-down subsidiaries).

i) Atlanta Infra Assets Limited ii) MORA Tollways Limited iii) Atlanta Ropar TollwaysPrivate 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 nancial statements of the Company and all its subsidiaries are preparedwhich forms part of the Annual Report. Further a statement containing the salientfeatures of the nancial 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 nancialstatements including the consolidated nancial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on the websiteviz. www.atlantalimited.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company consists of Six (6) Directors consisting of Three (3) Non-ExecutiveIndependent Directors One (1) Non-Executive Non Independent Director One (1) Whole TimeDirector & One (1) Managing Director; One (1) Chief Financial O cer and One (1)Company Secretary viz.

) Mr. Rajhoo Bbarot Chairman
ii) Mr. Rikiin Bbarot Managing Director
iii) Mr. Arpan Brahmbhatt Non-Executive Independent Director
iv) Dr. Samir Degan Non Executive Independent Director
v) Mr. Anil Dighe Non Executive Independent Director
vi) Mrs. Pooja Rikiin Bbarot Non Executive Non Independent Director
vii) Mr. Dipesh Gogri Chief Financial Officer
viii) 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 three Independent Directors:

1) Mr. Arpan Brahmbhatt 2) Dr. Samir Degan 3) Mr. Anil Dighe

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

None of the Directors are disquali ed from being appointed as Directors as speci ed inSection 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.

Appointment/Resignation of Directors

The Board of Directors of the Company (on the recommendation of Nomination andRemuneration Committee) at their Meeting held on July 30 2020 has approved there-appointment of Mr. Rikiin Bbarot as the Managing Director of the Company for a periodof five years w.e.f. January 01 2021.

It is proposed to recommend the re-appointment of Mr. Rikiin Bbarot as the ManagingDirector of the Company for a further period of five years commencing from January 012021.

During the period under review Dr. (Mrs.) Jaya Balachandran has resigned from theDirectorship of the Company with effect from April 30 2020. The Board places on recordits appreciation for the valuable contribution made by Dr. (Mrs.) Jaya Balachandran as anIndependent Director of the Company.

During the period under review Mrs. Pooja Rikiin Bbarot was appointed as an AdditionalDirector designated as Non Executive Non Independent Director with effect from July 212020. She will hold office till the conclusion of the forthcoming Annual General Meetingof the Company.

Brief resume of Mr. Rikiin Bbarot and Mrs. Pooja Rikiin Bbarot as required inter-aliain terms of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the required proposal for reappointment and appointment of the aboveDirectors at the forthcoming Annual General Meeting is included in the Notice conveningthis 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 four (4) times during the FY 2019-20. 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 and Remuneration Committee Stakeholder Relationship Committee CorporateSocial 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 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 Certi cate from the Auditor of the Company con rming compliance with theconditions of Corporate Governance as stipulated under Regulation 27 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is attached to the CorporateGovernance Report.

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 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.atlantalimited.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 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.

STATUTORY AUDITOR

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 office for 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 nancial statement referred to in the Independent Auditors' Report areself-explanatory and do not call for any further comments. The Independent Auditors'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 contains following quali cation reservation. The reasonfor the same is mentioned below:

Quali cation:

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

Board Explanation:

During the nancial year ended March 312019 the Company posted a net loss of Rs. 29.82crore and as such the Company could not spend 2% of its average net pro ts during the yearon Corporate Social Responsibility Activities as required under Section 135 of CompaniesAct 2013 read with Schedule VII and The Companies (Corporate Social Responsibility)Rules 2014. However as good corporate governance the Company is taking all the steps tospend the required amount on the CSR activities in good and reliable charitableinstitutions.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments a ecting the nancial position of theCompany which has occurred between the nancial year of the Company i.e. March 31 2020 andtill the date of Directors' Report i.e. July 30 2020.

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.

None of the employee's are drawing more than the remuneration as required under Section197 (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 extract of Annual Return pursuant to the provision of Section 92 of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and Administrations) Rule 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 ishereby confirmed that:

a) in the preparation of the annual accounts for the year ended

March 31 2020 the applicable accounting standards had been followed and there are nomaterial departures from 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 31 2020 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.

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 the Auditors'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 nancial institutions Governmentauthorities vendors regulatory authorities. Your Directors recognise and appreciate thee orts 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 Chairman

DIN: 00038219

Place: Mumbai

Dated: July 30 2020

Part "A" Subsidiaries

Sr.No. Name of the Subsidiary Company Reporting Period Reporting Currency Share Capital Reserves & Surplus Total Assets Total Liabilities Investments Turnover/Tot al Income Profit/(-) Loss Before Taxation Provision for Taxation Profit/(-) Loss After Taxation Proposed Dividend % of Shareho lding
1 Atlanta Infra Assets Limited 31/03/2020 INR 420137900 792572055 4989908171 4989908171 2475087095 640156160 16321981 - 16321981 - 99.86%
2 MORA Tollways Limited 31/03/2020 INR 149900000 (4415991553) 702547078 702547078 50000 85186 (7367433609) - (7367433609) - 35.04%
3 Atlanta Ropar Tollways Private Limited 31/03/2020 INR 350000000 (480242038) 2975035106 2975035106 50000 78848733 (510246654) - (510246654) - 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 31/03/2020 INR 60.00% 426370687 Due to holding more than 50% Considered in consolidation 423312757 - -

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

Sr. No. Particulars Disclosure

1. A brief outline of the Company's CSR Policy including overview of Company's visionon CSR is to enhance the quality of life and the economic well projects or programmesproposed to be undertaken and a reference to the being of communities around ouroperations. For detailed policy please refer the web-link to the CSR Policy and projectsor programs 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 Rs. 1897.23

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 Rs. 37.94 above)

5. Details of CSR spent during the financial year

a) Total amount to be spent for the financial year Rs. 37.94

b) Amount unspent if any;

--- c) Manner in which the amount spent during the financial --- year/period isdetailed below

In case the Company has failed to spend the two percent of the average During thefinancial year ended March 312019 the Company posted a net loss of Rs.29.82 6. crore andas such the Company could not spend 2% of its average net profits during the year on netprofit of the last three financial years or any part thereof the Company shall providethe reason for not spending the amount in Corporate Social Responsibility Activities asrequired under Section 135 of Companies Act its Board report 2013 read with Schedule VIIand The Companies (Corporate Social Responsibility) Rules 2014. However as good corporategovernance the Company is taking all the steps to spend the

required amount on the CSR activities in good and reliable charitable institutions.

7. A responsibility statement of the CSR Committee that the Yes implementation andmonitoring of CSR Policy is in compliance of CSR objectives and Policy of the Company

For and on behalf of the Board of Directors
Rajhoo Bbarot Rikiin Bbarot
Chairman Managing Director
DIN: 00038219 DIN: 02270324

Place: Mumbai Date: July 30 2020

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 transactionsunder 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
(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 Nil
(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 lengthbasis

(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 Rs. 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 Chairman

DIN: 00038219

Place: Mumbai

Date: July 30 2020

.