Atlanta Devcon Ltd.
|BSE: 526843||Sector: Others|
|NSE: N.A.||ISIN Code: INE590F01029|
|BSE 00:00 | 10 Feb||Atlanta Devcon Ltd|
|NSE 05:30 | 01 Jan||Atlanta Devcon Ltd|
|BSE: 526843||Sector: Others|
|NSE: N.A.||ISIN Code: INE590F01029|
|BSE 00:00 | 10 Feb||Atlanta Devcon Ltd|
|NSE 05:30 | 01 Jan||Atlanta Devcon Ltd|
ATLANTA DEVCON LIMITED
Your Directors have pleasure in presenting their 25th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2021.
1. STATE OF COMPANY AFFAIRS:
The main business activity of the company is Development of land. However the companyhas not carried out business activities during the financial year 2020-21.
SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS: The company has notcarried out business activities during the financial year 2020-21. Accordingly there is nosegments of business activity of the Company.
CHANGE IN STATUS OF THE COMPANY: The status of the company has not been changedduring the financial year 2020-21.
KEY BUSINESS DEVELOPMENTS:Not applicable
CHANGE IN THE FINANCIAL YEAR: The company has not changed its financial yearduring the year.
CAPITAL EXPENDITURE PROGRAMMES: Not Applicable
DETAILS AND STATUS OF ACQUISITION MERGER. EXPANSION
MODERNIZATION AND DIVERSIFICATION: Not Applicable
DEVELOPMENTS. ACQUISITION AND ASSIGNMENT OF MATERIAL
INTELLECTUAL PROPERTY RIGHTS: Not Applicable
ANY OTHER MATERIAL EVENT HAVING AN IMPACT ON THE AFFAIRS OF THE COMPANYi.Nomaterial events have occurred during the financial year 2020-21 which impact on theaffairs of the Company.
IMPACT OF COVID-19: As the company is not carrying out any commercial activities there is no such material impact of COVID -19 is shown on the performance and workingsof the Company.
2. FINANCIAL SUMMARY OF THE COMPANY (Standalone)
The Board's Report is to be prepared based on the stand alone financial statements ofthe company.
(Rs. in lacs)
3. PERFORMANCE OF THE COMPANY:
The Company has not carried any commercial activities during the financial year2020-21. However the Company has incurred some unavoidable fixed expenditure likeemployee benefit expenses and miscellaneous expenses during the financial year 2020-21.The company will try to achieve the performance in terms of turnover well as profit innext year by making more initiative in the activities of the company.
Due to accumulated losses in the Company the directors did not recommend any Dividendfor the Year under review.
5. THE AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES:
The company has not transferred any amount to reserves during the financial year202021.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Pradeep Swain (DIN: 05116867) Director of the Company retires by rotation at theforthcoming Annual General Meeting and being eligible offer himself for reappointment.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed under subsection6 of Section 149 of the Companies Act 2013 and under Regulation 16 (b) of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 and complied with the Code forIndependent Directors prescribed in Schedule IV to the Act.
During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board/Committee of the Company.
During the year four (4) Board Meetings and Four Audit Committee Meetings were convenedand held.The dates on which the said Board meetings were held:
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
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
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' ofthe company which forms part of this Annual Report.
9. 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 2021 forms part of thisreport as "Annexure I". The extract of Annual Return as well as Annual Return inform MGT -9 and MGT-7 are also available on the website of the Company.
10. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act 2013 M/S.V B L &ASSOCIATES Chartered Accountants (F.R.NO.148158W) has been appointed as a statutoryauditor of the Company at the AGM held on 28th September 2019 to hold officetill the conclusion of AGM of financial year 2023-24.
The Auditors comments on your company's accounts for year ended March 31 2021 areself-explanatory in nature and do not require any explanation as per provisions of Section134(3)(f) of the Companies Act 2013
Following qualifications reservation or adverse remark or disclaimer made by StatutoryAuditor in its report:
1. The confirmation statements of balances outstanding in the financial statementsrelating to the advances given for Land Development Purchase of Land Purchase ofProperty as well as loans given to other parties have not been made available.
As a result of this matter I was unable to determine whether any adjustments mighthave been found necessary in respect of recorded or unrecorded transactions and loans& advances accounts in the Balance Sheet and the corresponding elements making up theStatement of Profit and Loss and Cash Flow Statement.
The Board has undertaken to take corrective steps for the abovementioned qualificationand remarks.
11. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):
During the financial year 2020-21 the Statutory Auditor has not reported to the auditcommittee any instance of fraud committed against the Company by its employees or officersunder section 143(12) the details of which need to be reported in Board's Report.
12. COST RECORDS:
Pursuant to Section-148 (1) of the Companies Act 2013 read with Rule 3 of Companies(Cost Records and Audit) Rules 2014 Company does not fall under the criteria formaintaining cost record for the financial year 2020-21.
13. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act 2013 your company had appointed M/s. A.Shah & Associates Practicing Company Secretaries Ahmedabad as its SecretarialAuditors to conduct the Secretarial Audit of the company for FY 2020-21. The Report of theSecretarial Auditor for the F.Y.2020-21 is annexed to this report as "AnnexureII".
The Board of Directors of the Company has discussed the remarks as mentioned inSecretarial Audit Report at arm's length. The qualification raised by the SecretarialAuditor in its report and the justification of Board of Directors on the same are asfollows:
14. INTERNAL FINANCIAL CONTROLS:
During the year the Company continued to implement their suggestionsandrecommendations to improve the control environment. Their scope of work includesreviewof processes for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal controlstrengths in allareas.
15. 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 Regulation 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V of SEBI (ListingObligation and Disclosure Requirement) Regulation 2015.
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 the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee 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.
Your company has not accepted any fixed deposits from the public within the provisionsof Section 73 to 76 of the Companies Act 2013. However the company has acceptedunsecured loan from director of the company which is exempt as per Section 73 of theCompanies Act 2013. Hence the disclosures required as per Rule 8(5)(v)&(vi) of theCompanies (Accounts) Rules 2014 read with Section 73 to 76 of the Companies Act 2013are not applicable to your Company.
17. 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 Regulation 34(3) read with Schedule V of SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Reporton Corporate Governance also contains certain disclosures required under Companies Act2013.
A Certificate from M/S. A. SHAH & ASSOCIATES. Practicing Company Secretaries.conforming compliance to the conditions of Corporate Governance as stipulatedunderRegulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46and para C D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 is annexed to this Report.
18. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
19. CONSEVATION OF ENERGY & ABSORTION TECHNOLOGY:
(a)Conservation of energy-
20. FOREIGN EXCHANGE EARNINGS / OUTGO:-
As the Company has not carried out any activities relating to the export and importduring thefinancial year. There is no foreign exchange expenses and foreign income duringthe financialyear.
21. NOMINATION AND REMUNERATION POLICY:
The Board has on the recommendation of Nomination and Remuneration / CompensationCommittee framed a policy on directors' appointment and remuneration of Directorsincluding criteria for determining qualification positive attributes independence ofdirectors and remuneration for Directors Key Managerial Personnel and other employees.The policy is annexed to this report as "Annexure III".
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year 2020-21 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.
The details of every contract or arrangements entered into by the Company with relatedparties as required under sub-section (1) of section 188 of the Companies Act 2013 isdisclosed in Form No. AOC-2. "Annexure IV".
23. 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 V" and forms partof this Report.
24. PARTICULARS OF EMPLOYEES REMUNERATION:
A. The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as "Annexure VI".
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 and
Remuneration of Managerial Personnel) Rules 2014 is not provided as no employees ispaid remuneration of Rs. 8.5 Lac Per month and Rs. 1.02 Cr. Per Annum.
25. 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.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company does not fall under the purview of the section 135 of the Companies Act2013 which requires formulating a Corporate Social Responsibility Committee and adoptingany activities as specified in Schedule VII.
27. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT. 2013:
1. Disclosure under Section 22 of the Sexual Harassment Of Women At Workplace(Prevention Prohibition and Redressal) Act 2013: Pursuant to Section 22 of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 everycompany having 10 or more employeesengaged in the company during the financial year isrequired to set up an InternalComplaints Committee to look into complaints relating tosexual harassment at workplace received from any women employee.
There are only three employees are working in the Organization. Hence there is no needto constitute committee and formulate policy in accordance with the section 22 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.However during the year no complaints were received by the Internal Complaints committeefor sexual harassment from any of the women employees of the company.
28. CHANGE IN NATURE OF THE BUSINESS:
There has been no change in the nature of business of the company during the year underreview.
29. MANAGEMENT DISCUSSION AND ANALYSIS:
As per corporate governance norms a separate section on Management Discussion andAnalysis outlining the business of the Company is set out in Annexure forming part of thisReport.
30. 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.
31. SIGNIFICANT OR MATERIAL EVENT OCCURRED AFTER BALANCE SHEET DATE:
No Event has occurred after the balance sheet date that representing thematerialchanges and commitment that affecting the Financial position of the company.
32. DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to requirement under 134(3)(c) and Section 134 (5) of the Companies Act 2013(Act) Directors confirm that:
(a) In the preparation of the annual accounts for the year ended on 31stMarch 2021 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 2021 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.
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.