To the Members
Your Directors are pleased to present the Thirty Sixth Annual Report together with theAudited Financial Statements for the financial year ended March 31 2019.
The Company's financial performance for the year ended March 31 2019 is summarizedbelow:
|Particulars ||2018-19 ||2017-18 |
|Revenue from operations ||1752.75 ||12398.32 |
|Profit /(Loss) before exceptional items and tax ||(350.51) ||(895.83) |
|Exceptional items ||- ||2983.00 |
|Profit/ (Loss) before tax ||(350.51) ||(3878.83) |
|Less: Income tax expense ||(51.99) ||(1244.20) |
|Profit/(Loss) after tax for the year ||(298.52) ||(2634.63) |
|Other Comprehensive income net of tax ||5.62 ||33.62 |
|Total Comprehensive income for the year ||(292.90) ||(2601.01) |
|Earnings per Share (Basic) ||(0.37) ||(3.23) |
|Earnings per Share (Diluted) ||(0.37) ||(3.23) |
|Profit for the period carried to Balance Sheet ||(292.90) ||(2601.01) |
|Add: Balance brought forward from previous year ||25712.26 ||28539.07 |
|Less: Ind-AS adjustments ||- ||(225.80) |
|Balance carried forward ||25419.36 ||25712.26 |
BUSINESS OVERVIEW & OUTLOOK
During the year under review the revenue from operations amounted to ' 1752.75 Lakhsas compared to ' 12398.32 Lakhs in previous year.
The Profit/(Loss) before tax (PBT) amounted to (' 350.51) Lakhs as compared to ('3878.83) Lakhs in the previous year. After providing for Tax the Net Profit /(Loss) (PAT)amounted to (' 298.52) Lakhs as against (' 2634.63) Lakhs in the previous year. OtherComprehensive income net of tax amounted to ' 5.62 Lakhs as compared to ' 33.62 Lakhs.
During the year under consideration the major contracts under execution by the Companywere:-
Development and Operation & Maintenance of the Ropar - Chamkur Sahib -Neelon - Doraha Road (upto NH-1) Road on Design Build Finance Operate and Transfer(DBFOT) basis - Length 54.735 Km
Construction of a new 2-lane highway from Km. 38.00 to Km.71.00 (Length = 33.00Km) in Mizoram to support Kaladan Multi Model Transit Transport Project in Phase A'of SARDP-NE (Package-MM-II)
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
During the year under review the Board has not recommended any dividend for the yearMarch 31 2019.
TRANSFER TO RESERVE
During the year under review the Company has not transferred any amount towardsGeneral Reserve and retained the entire amount of profits in the Profit and Loss Account.
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 2018 was '1.00lakh. As on March 312019 the outstanding deposit from public was '1.00 lakh.
As on March 312019 your Company has total 3 (three) subsidiaries (including step-downsubsidiaries).
i) Atlanta Infra Assets Limited
ii) MORA Tollways Limited
iii) Atlanta Ropar 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 websiteviz. www.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 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.
|i) Mr. Rajhoo Bbarot ||Chairman |
|ii) Mr. Rikiin Bbarot ||Managing Director |
|iii) Mr. Arpan Brahmbhatt ||Non-Executive Independent Director |
|iv) Dr. (Mrs.) Jaya Balachandran ||Non-Executive Independent Director |
|v) Dr. Samir Degan ||Non Executive Independent Director |
|vi) Mr. Anil Dighe ||Non Executive Independent Director |
|vii) Mr. Dipesh Gogri ||Chief Financial Officer |
|viii) 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 four Independent Directors:
1) Mr. Arpan Brahmbhatt
2) Dr. (Mrs.) Jaya Balachandran
3) Dr. Samir Degan
4) Mr. Anil Dighe
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.
The Board of Directors of the Company (on the recommendation of Nomination andRemuneration Committee) at their Meeting held on May 20 2019 has approved there-appointment of Mr. Rajhoo Bbarot as the Chairman of the Company for a period of fiveyears w.e.f. January 22 2020.
It is proposed to recommend the re-appointment of Mr. Rajhoo Bbarot as the Chairman ofthe Company for a further period of five years commencing from January 22 2020.
Brief resume of Mr. Rajhoo Bbarot as required inter-alia in terms of Regulation 36 ofthe 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 seven (7) times during the FY 2018-19. 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:
Nomination and Remuneration Committee
Stakeholder Relationship Committee
Corporate Social Responsibility 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 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.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 Identification 2) Risk Assessmentand 3) Risk Control.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's managementsystems structures processes standards code of conduct and 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 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 FY 2017-18 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 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 notification no S.O. 1833(E)dated May 7 2018 the Ministry of Corporate Affairs have done away with the requirementof ratification of the appointment of auditors at each subsequent Annual General Meetingby deleting the 1st Proviso to the sub-section (1) of Section 139 of the Companies Act2013. Accordingly the same is not required to be put up to the members for ratification.
M/s. Suresh C. Maniar & Co Chartered Accountants Mumbai (FRN 110663W) haveconfirmed that they continue to be eligible under Section 141 of the Companies Act 2013and the Rules framed thereunder for continuing as Auditors of the Company.
The Notes on financial 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 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 2018-19 in Form MR 3 given by M/s. S. D. and Company PracticingCompany Secretary is attached as Annexure-IV with this report.
The Secretarial Audit Report contains following qualification reservation. The reasonfor the same is mentioned below:
The Board of Directors of the Company has approved financial results for the financialyear ended March 31 2018 with delay of 59 days from the end of the quarter as perRegulation 33 of SEBI (LODR) Regulation 2015 and Company has paid penalty imposed by theBSE Limited and National Stock Exchange of India Ltd. of ' 286740/- for 16 days delayas per their respective Notices received by the Company and submitted the waiverrepresentation to both the Exchanges.
The Company had called its Board Meeting on May 29 2018 for approval of its auditedfinancial statements for the financial year ending March 31 2018. However one of theIndependent Director resigned from the Board on May 28 2018 and one of the IndependentDirector was abroad and as such the meeting could not take place for want of quorum.Further the Statutory Auditors viz. Price Waterhouse Chartered Accountants LLP abruptlyresigned on May 29 2018 and as a result of the above two incidents the Company appointednew Statutory Auditors and new Independent Directors to approve the financial statementson July 28 2018 for the financial year ended March 312018. The delay in approving thefinancial statements was beyond the control of the Company and as stipulated by the stockexchanges the Company paid the penalty for delay in approving the financial statements.
The Compliance Certificate under Regulation 7(3) of SEBI (LODR) Regulation 2015 wasfiled with delay of 9 days delay.
The Company filed the Compliance Certificate under Regulation 7(3) of SEBI (LODR)Regulation 2015 with a delay of 9 days through oversight. The Company ensures that thenecessary compliances with the stock exchanges are done promptly.
The Composition of Nomination & Remuneration Committee was not constituted as perRegulation 19(1) of SEBI (LODR) Regulations 2015 during the period from 28.05.2018 to31.05.2018 due to resignation of an Independent Director on 28.05.2018. The changes inComposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
As already explained in reply to qualification 1 one of the Independent Directorresigned from the Board/Committee on May 28 2018 and as a result there was a vacuumcreated in the composition of Nomination and Remuneration Committee which was duly filledby the Board on June 12018.
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.
During the financial year ended March 312018 the Company posted a net loss of '26.35 crores and as such the Company could not spend 2% of its average net profits duringthe year on Corporate Social Responsibility Activities as required under Section 135 ofCompanies Act 2013 read with Schedule VII and The Companies (Corporate SocialResponsibility) Rules 2014. However as good corporate governance the Company is takingall the steps to spend the required amount on the CSR activities in good and reliablecharitable institutions.
The Company's website is functional but in the month of May 2019 the website washacked and as result of this all data was lost and currently dissemination of informationis not uploaded as per Regulation 46 & 30 of SEBI (LODR) 2015 and further the Companyhas also intimated about the Non Functional website on May 10 2019 to both the Exchanges.
The Company's website was hacked by unknown sources and as a results of this all thedata displayed on the Company's website was lost. The Company has promptly informed boththe exchanges of said event. The Company is taking required steps to reload the lost dataon its website.
The Company has failed to file AOC-4 XBRL (Financial Statement) with ROC within 30 daysfrom the date of AGM.
The Company's Annual General Meeting was held on September 28 2018 and all the itemsof the agenda were passed by the shareholders except approval of financial auditedstatement for the financial year 2017-18 as some of the shareholders sought clarificationson the financial statement and requested the Company to restate the financial statements.The Company's adjourned Annual General Meeting for approval of restated audited financialstatements only was held on November 14 2018 which was beyond 6 months from the date ofclosing of the financial year and the Company had applied for the extension of time inForm No. GNL-1 immediately after the Annual General Meeting held on September 28 2018 onSeptember 29 2018 with Registrar of Companies Mumbai to conduct the Adjourned AnnualGeneral Meeting with Registrar of Companies. As the approval had not come in time therewas delay in filing AOC-4 XBRL.
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 312019and till the date of Directors' Report i.e. May 20 2019.
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's 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.
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 2019 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 31 2019 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 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 |
| ||Rajhoo Bbarot |
| ||Chairman |
| ||DIN: 00038219 |
|Place: Mumbai || |
|Dated: May 20 2019 || |