ATLANTA INFRASTRUCTURE & FINANCE LIMITED
Your Directors have pleasure in presenting their 24th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.
1. FINANCIAL SUMMARY OF THE COMPANY
The Board's Report shall be prepared based on the stand alone financial statements ofthe company.
(Rs. in lacs)
|PARTICULARS || |
|Income for the year ||-- ||35.08 |
|Other income ||-- ||37.30 |
|Depreciation and Amortization Exp. ||(0.38) ||(0.65) |
|Other expenses ||(5.14) ||(4.49) |
|Profit or Loss before Tax ||(7.95) ||(2.33) |
|Current Tax ||-- ||-- |
|Profit or Loss After Tax ||(7.95) ||(2.33) |
As the company has not carried out any business activity during the financial year2016-17 there is no income of the Company during the year under review. However thecompany has incurred some unavoidable fixed expenditure constituting depreciation on theassets of the company employee benefit expenses and other administrative expenses duringthe financial year 2016-17. Hence the Company has incurred the net loss amounting to Rs.7.95 lakhs during the year under review.
However the company will strive to improve its performance in long term prospectsbased on actual pace of global economy.
Due to loss making situation of the company the directors did not recommend anyDividend for the Year under review.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Shailesh Ved Managing 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 undersub-section 6 of Section 149 of the Companies Act 2013 and Regulation 16 (b) of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.
During the year Four (4) Board Meetings and four (4) Audit Committee Meetings wereconvened and held.
The dates on which the said Board meetings were held are shown in the table:
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
|SR. NO. ||DATE OF MEETING ||DAY |
|1 ||30.05.2016 ||MONDAY |
|2 ||12.08.2016 ||FRIDAY |
|3 ||11.11.2016 ||FRIDAY |
|4 ||13.02.2017 ||MONDAY |
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.
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.
6. 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 2017 forms part of thisreport as "Annexure I".
7. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act 2013 M/S. PRAFUL NSHAH & CO. Chartered Accountants (Firm Registration No. 108057W) have beenappointed as Statutory Auditors of the company in the AGM held on 30thSeptember 2016 to hold the office till the conclusion of Twenty eighth Annual GeneralMeeting of the Company to be held for the year 2020-21 subject to ratification by theshareholders annually. Accordingly ratification of appointment of Statutory Auditors isbeing sought from the members of the company at the ensuing AGM In this regard theCompany has received a certificate from the auditors to the effect that if theirappointment is ratified it would be in accordance with the provisions of Section 141 ofthe Companies Act 2013.
Auditors comments on your company's accounts for year ended March 31 2017 are selfexplanatory in nature and do not require any explanation as per provisions of Section 134(3) (f) of the Companies Act 2013.
There were no qualifications reservation or adverse remark or disclaimer made byStatutory Auditor in its report.
8. 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 itsSecretarial Auditors to conduct the Secretarial Audit of the company for FY 2016-17. TheReport of the Secretarial Auditor for the FY 2016-17 is annexed to this report as "AnnexureII".
The Board of Directors of the Company has discussed the same at arm's length andundertaken to take the corrective steps on Qualifications raised by Secretarial Auditor inSecretarial Audit Report.
9. INTERNAL FINANCIAL CONTROLS:
Your company had laid down set of standards processes and structure which enables toimplement internal financial control across the organization and ensure that the
same are adequate and operating effectively. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas.
10. 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 18 19 20 21 22 23 24 25 2627 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E ofSchedule V of SEBI (Listing Obligation 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 thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee 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. Hence the disclosures
required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules 2014 readwith Section 73 to 76 of the Companies Act 2013 are not applicable to your Company.
12. 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. PRAFUL N SHAH & CO. Chartered Accountantconforming compliance to the conditions of Corporate Governance as stipulated underRegulation 17 18 19 20 21 22 23 24 25 26 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 is annexed to this Report.
13. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
14. CONSEVATION OF ENERGY & TECHNOLOGY ABSORTION :
(a) Conservation of energy-
|(i) ||the steps taken or impact on conservation of energy ||N.A |
|(ii) ||the steps taken by the company for utilizing alternate sources of energy ||N.A |
|(iii) ||the capital investment on energy conservation equipment's ||N.A |
(b) Technology absorption-
|(i) ||the efforts made towards technology absorption ||N.A |
|(ii) ||the benefits derived like product improvement cost reduction product development or import substitution ||N.A |
|(iii) ||in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||N.A |
| ||(a) the details of technology imported ||N.A |
| ||(b) the year of import; ||N.A |
| ||(c) whether the technology been fully absorbed ||N.A |
| ||(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof ||N.A |
|(iv) ||the expenditure incurred on Research and Development ||N.A |
15. FOREIGN EXCHANGE EARNINGS / OUTGO:-
As the Company has not carried out any activities relating to the export and importduring the financial year. There is no foreign exchange expenses and foreign income duringthe financial year.
16. 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".
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no materially significant related party transactions entered by the Companywith Promoters Directors Key Managerial Personnel or other persons which may have apotential conflict with the interest of the company.
The policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions as approved by the Audit Committee and the Board of Directorshas been approved by the board.
However the Disclosure for Related Party Transaction as required under Section 134 ofthe Companies Act 2013 regarding the particulars of every contract or arrangementsentered into by the Company with related parties referred to in subsection (1) of section188 of the Companies Act 2013 is disclosed in Form No. AOC-2 in "AnnexureIV".
18. 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" andforms part of this Report.
19. 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 andRemuneration of Managerial Personnel) Rules 2014 is not provided as no employees is paidremuneration of Rs. 8.5 Lac Per month if employed for part of the year and Rs. 1.2 CrorePer Annum if employed for the whole year.
20. 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.
21. 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 to providea healthy and safe work environment to all employees.
22. 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 Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 every company is required to set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee.
There are no women 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.
23. CHANGE IN NATURE OF THE BUSINESS:
There has been no change in the nature of business of the company during the year underreview.
24. 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.
25. 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. However company'strading is been suspended on Bombay Stock Exchange from January 2015.
26. SIGNIFICANT OR MATERIAL EVENTS OCCURRED AFTER BALANCESHEET DATE:
No Event has occurred after the balance sheet date that representing the materialchanges and commitment that affecting the Financial position of the company
27. STATEMENT OF DIRECTORS' RESPONSIBILITY:
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 2017 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;
(bj 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 2017 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
(Q The Directors had devised proper systems to ensure compliance with the provisions ofall 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.