AFFLUENCE

BOARD'S REPORT

To,

The Members,

Atlanta Electricals Private Limited

Your Directors have pleasure in presenting the Thirty-Fourth (34th) Annual Report together with the Audited financial statements of the Company for the Financial Year ended 31stMarch, 2022 together with the Auditors' Report.

 FINANCIAL HIGHLIGHTS:[Amount in INR in lakhs]

PARTICULARS

The Company has achieved Sales to the extent of Rs. 59,528.30 lakhs/- in the year ended on 31stMarch 2022 as against Rs. 39,123.93 lakhs/- in the previous year.

Profitability:

The Company has earned net profit of Rs. 1732.99 lakhs/- in the financial year ended on 31stMarch, 2022 as against Rs. 596.98 lakhs /- in the previous year.

 STATE OF COMPANY'S AFFAIRS AND REVIEW OF BUSINESS OPERATIONSAND FUTURE PROSPECTS:

Your directors are happy to inform you that financial year 2021-22 has been most successful year for the Company. Your Company will further take up the same strategy in the coming years and continued to make relentless efforts to develop new markets and increase the share of sales.

The global economy resumed its path of recovery even with the resurgence of new variants of the COVID-19 pandemic. After initial nationwide lockdowns deployed during the first and second waves, fewer nations resorted to zero tolerance policies to control the virus. On the contrary, Governments encouraged COVID-19 appropriate behaviour, improvements in healthcare infrastructure, increased coverage of testing and wide vaccination drives while resorting to localised containment measures to control subsequent waves.

The Company have taken various initiatives to protect the Health and Safety of Employees. All precautions based on World Health Organisation Guidelines and directions of the Central and State Governments have been implemented and are being strictly adhered to.

 CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is not any other change in the nature of business during the Financial Year ended 31stMarch, 2022.

 DIVIDEND:

In view of the need to conserve the resources for long term growth of the Company the Company intends to plough back the profit for the future operations, the Board does not recommend dividend for the Financial Year ended 31stMarch 2022.

 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

 RESERVES:

Your Board has not transferred any amount to General Reserve account of the Company for the Financial Year ended 31stMarch, 2022. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure- I" and is attached to this report.

 ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year 31st March, 2022 is available on the website (https://atlantaelectricals.com) as well as at the Registered Office of the Company.DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its Responsibility Statements that: -In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The directors had prepared the annual accounts on a going concern basis. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: 

Your Company has adequate internal control systems and procedures designed to effectively control the operations at its Head Office and Plants. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company also has well-documented Standard Operating Procedures (SOPs), clearly stated Authority Matrix, Policies and Processes related to key activities, effective risk management framework, secured IT System which are periodically reviewed for changes warranted due to business needs. The Internal Auditor carries out extensive audits throughout the year across all locations and across all functional areas. The audit observations and corrective actions taken thereon are periodically reviewed by the Board Members to ensure effectiveness of the Internal Control System. The Internal Control system is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance to Accounting Policies and Procedures, the Board was satisfied with the adequacy and effectiveness of the Internal Controls and Systems followed by the Company.

 DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES AND ITS PERFORMANCE AND FINANCIAL POSITION:

During the year, the Board reviewed the affairs of the Subsidiaries. In accordance with Section 129 (3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format is appended as "AOC- 1" in "Annexure-II" to the Board's Report.

 SHARE CAPITAL AND DISCLOSURE THEREOF:

During the year under review, Your Company has not issued any equity shares of the Company and your Company has not issued any debenture or any preference share.

A. BUY BACK OF SECURITIES

Your Company has not bought back any of its securities during the year under review.

B. SWEAT EQUITY

Your Company has not issued any Sweat Equity Shares during the year under review.

C. BONUS SHARES

No Bonus Shares were issued during the year under review.

D. EMPLOYEES STOCK OPTION PLAN:

Your Company has not issued any shares under any Stock Option Scheme to the employees.COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES AND EVALUATION OF BOARD:

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 are not applicable.

 DIRECTORS:

A) Changes in Directors and Key Managerial Personnel:

During year under review, Mr. Amish Krupeshbhai Patel (DIN: 02234678) was appointed as Director w.e.f. 01.01.2022 by way calling Extra Ordinary General Meeting held on 01stJanuary, 2022. Other than this, there were no any other changes in Directors/Key Managerial Personnel during the financial year ended on 31stMarch, 2022.

B) Declaration by an Independent Director(s) and re-appointment, if any:                                              The Company is not required to appoint Independent Directors under section 149 of the Companies Act, 2013. Hence, this is not applicable to the Company.

C) Formal Annual Evaluation: 

The Company being a private limited Company Section 134(3) (p) of the Companies Act, 2013 is not applicable.

 BOARD OF DIRECTORS MEETINGS:

During the Financial Year ended 31stMarch, 2022, Ten Board Meetings were held on 05.04.2021, 20.04.2021, 12.07.2021, 28.08.2021, 01.09.2021, 10.09.2021, 14.10.2021, 04.12.2021, 24.01.2022 and 22.03.2022.

 NOMINATION AND REMUNERATION COMMITTEE: 

Your Company is not required to appoint Nomination and Remuneration Committee pursuant to Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.

 MANAGERIAL REMUNERATION:

The Company being private limited Company, provisions of section 197(12) of the Companies Act,2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable.

 DISCLOSURES ABOUT RECEIPT OF ANY COMMISSION TO MANAGING DIRECTOR/ WHOLE TIME DIRECTOR:

The Company being private limited Company, the disclosure pursuant to Section 197(14) of the Companies Act, 2013 are not applicable.

 AUDIT COMMITTEE:

Your Company is not required to form an Audit Committee pursuant to Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.

 VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES: 

To ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior. The Company had adopted a vigil mechanism policy.

Your Company has established a vigil mechanism, the genuine concerns expressed by the employees and other Directors are taken up. Your Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

 AUDITORS' REPORT:

The observations of the Auditors are explained, wherever necessary, in appropriate notes to the Audited Statement of Accounts. There was no qualification has been made by the auditors in their Auditors' Report for the year ended on 31stMarch, 2022.

 DEPOSITS:

Your Company has not accepted any deposit during the year. Therefore, the details relating to deposits, covered under Chapter V of the Companies Act, 2013 is not applicable.

 STATUTORY AUDITORS:

M/s Parikh Shah Chotalia & Associates, Chartered Accountants, Vadodara (having Firm Registration No. 118493W) had been appointed for five years (2020-21 to 2024-25) from last Annual General Meeting till the sixth Annual General Meeting (2025) of the Company.

 COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, M/s Dhawanik Shah and Associates, Cost Accountants having registration No: 003607 has been appointed as the Cost Auditors of the Company to conduct audit of cost records maintained by the Company for the year ending on 31stMarch, 2022 on a mutually agreed terms and out of pocket expenses. Due to sudden demise of Dhwanik Shah, proprietor of Dhwanik Shah & Associates resulting into casual vacancy in the office of Cost Auditors. The Board proposed M/s Tanmay Shah & Associates, Cost Accountants, Vadodara having Firm Registration No. 003608 and appointed him as Cost Auditors of the Company to fill the casual vacancy at such remuneration as decided by Board of Directors plus out of pocket expenses and appointed him as Cost Auditor of the Company to conduct audit of cost accounting record for the year ending on 31.03.2022 on their meeting held on 28thAugust, 2021. And for the year ending on 31.03.2022 on their meeting held on 10thSeptember, 2021.

 INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014, The Company has appointed M/s. AIMS & Associates, Chartered Accountants, Vadodara as an Internal Auditors of the Company at the meeting of the Board of Directors to conduct the internal audit of the Company for financial year 2021-22.CORPORATE SOCIAL RESPONSIBILITY: 

The Company is actively associated with various social activities undertaken by different Trusts and Societies, without any legal and statutory requirements. As a constructive partner in the communities in which it operates, the Company has been taking concrete action to realize its social responsibility objective. The Company has been playing a pro-active role in the socio-economic growth.

During Financial Year 2021-22, your Company has not spent any amount CSR activities, against the requirement of Rs. 28,54,724/- being 2% of average of the net profits for the preceding three years.

The details pertaining to Corporate Social Responsibility is mentioned in Annexure-III attached to the Board Report.

 RISK MANAGEMENT POLICY:

Your Company has in place a Risk Management framework to identify, evaluate and monitor business risks and challenges across your Company.  Your Company has undertaken several Risk Management initiatives to protect itself against various internal and external risks. Your Company considers risk Management as a vital and important function of the Corporate Governance practices in the Company. The Company's risk management policies include uniquely designed Insurance covers for Business Assets, Exports, Movement of Stocks, Business Continuity, Loss of Profit, Public liability, Fidelity Guarantee etc.

 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of investment in the subsidiaries and other investments are indicated in the notes No. 13 to Financial Statements of the Company.  The Company has not advanced any loan/ Guarantees under Section 186 of the Companies Act, 2013. During year under review, the Company has made investment by way subscription of Shares of Atlanta Transformers Private Limited (Wholly Owned Subsidiary) of Rs.1,00,000/-.

 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188:

There were related party transactions as per section 188 of the Companies Act, 2013 during the financial year ended 31stMarch, 2022. The detailed particulars are as per Form AOC-2 as"Annexure-IV"and are attached to this report.

 SECRETARIAL AUDIT REPORT AND REMARKS, IF ANY:

The Secretarial Audit pursuant to section 204(1) of the Companies Act, 2013 is not applicable.

 CORPORATE GOVERNANCE REPORT:

The Company being private limited Company, corporate governance report is not applicable.

 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company believes in gender equality and equality in working conditions. The Company follows global corporate culture where women feel protected and the working environment is conducive to women participation in the growth of the Company.

The Company has put in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year under review:

No of Complaints received:                None

No of Complaints pending:                 None

No of Complaints disposed off:           Not Applicable

 STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARD:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.

 DISCLOSURE FOR PROCEEDINGS UNDER THE IBC AND VALUATION ETC:

The Board confirm that no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

The Board further confirm that the company has not made any one-time settlement with the Bank or financial institution. Therefore, there was no matter for difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

 APPRECIATION:

Your Directors thank the Company's employees, customers, business partners, bankers, vendors, investors, and lenders for their continuous support. Your Directors also thank the Government of India, Government of Gujarat and concerned Government departments and agencies for their co-operation.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

ATLANTA ELECTRICALS PRIVATE LIMITED

PLACE: VITHAL UDYOGNAGAR, ANAND

DATE: 05.09.2022                                        ________________                __________________

DIRECTOR                               DIRECTOR

NAME: NIRAL K. PATEL           NAME: TANMAY S. PATEL

DIN: 00213356                        DIN: 00213319

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ANNEXURE-II

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PARTICULARS AS REQUIRED UNDER SECTION 134 (3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

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The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules 2014, the information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is mentioned below.

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A. CONSERVATION OF ENERGY:

Energy conservation continues to be an area of high priority of the company. The consistent attention is paid to the cost effective use of energy in all operations and equipment's as and when required.

Form for disclosure of particulars with respect to conservation of energy

                                                                                                                        (Rs.)

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B. Technology Absorption:

The Company is making continuous innovations and modifications to improve process efficiency and productivity.

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C. Foreign exchange earnings and outgo:

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FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

ATLANTA ELECTRICALS PRIVATE LIMITED

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PLACE: VITHAL UDYOGNAGAR, ANAND

DATE: 05.09.2022                                        ________________                __________________

DIRECTOR                               DIRECTOR

NAME: NIRAL K. PATEL           NAME: TANMAY S. PATEL

DIN: 00213356                        DIN: 00213319

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ANNEXURE ON CORPORATE SOCIAL RESPONSIBILITY

Annual Report on CSR Activities of

ATLANTA ELECTRICALS PRIVATE LIMITED

?Brief outline on CSR Policy of the Company:

The Board of Directors approved the CSR Policy of your Company pursuant to the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

?Composition of CSR Committee:

The CSR Committee is responsible for overseeing the execution of Company's CSR Policy. The CSR Committee comprises of the following members:

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?

Sr. No.

Name of Director

Designation

Number of meetings of CSR Committee held during the year

Number of meetings of CSR Committee attended during the year

1

Mr. KrupeshbhaiNarharibhai Patel

Chairman

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?

?

2

2

2

Mr. Tanmay Surendrbahi Patel

Director

2

3

Mr. Niral Krupeshbhai Patel

Director

2

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?Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company: (https://atlantaelectricals.com)

?The details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable-

Not Applicable

?Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

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Sr. No

Financial year

Amount available for set-off from preceding

financial years (in Rs)

Amount required to be set-off for the financial year, if any (In Rs.)

01

2019

NIL

NIL

02

2020

NIL

NIL

03

2021

19,04,734

NIL

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?Average net profit of the Company as per Section 135 (5) of the Companies Act, 2013:

Rs.        14,27,36,205.99/-

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?(a) Two percent of average net profit of the Company as per section 135(5): -Rs. 28,54,724/-

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: - Nil

(c) Amount required to be set off for the financial year :- 19,04,434/-

(d) Total CSR obligation for the financial year (7a+7b-7c) :-9,49,990/-

?(a) Details of CSR spent or Unspent for the financial year.

?

?

Total Amount

Spent for the Financial Year (In Rs)

Amount Unspent (In Rs)

Total Amount transferred to UnspentCSR Account as per Sec 135(6)

Amount transferred to any fund specified underSchedule VII as per second proviso to section 135(5)

Amount

Date of Transfer

Name of fund

Amount

Date of Transfer

Rs. NIL/-

9,50,000

29/04/2022

-

-

-

?

Out of above total above amount spent, there was unspent amount of Rs. 9,49,990/-.

?Details of CSR amount spent against ongoing projects:Not Applicable

?

?

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

Sl. No.

Name

of the

Project

Item from

the list of

activities

in Schedule

VII

to the Act

Local

area

(Yes/

No)

Location of the

Project

Project

duration

Amount

allocated

for the

project (in Rs.)

Amount

spent in

the

current

financial

Year (In Rs.)

Amount

transferred to

Unspent CSR

Account for the

project as per

Section 135(6) (in Rs.)

Mode of

Implementation -

Direct

(Yes/No)

Mode of

Implementation -

Through

Implementing

Agency

State District

State District

Name CSR

Name CSR

1

NIL

-

-

-

-

-

-

-

-

-

-

-

TOTAL

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?

?

?

?

?

?

?

?

?

?

?

?

?

?

?Details of CSR amount spent against other than ongoing projects for the financial year:

?

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

Sl. No.

Name

of the

Project

Item from the

list of activities

in schedule VII

to the Act

Local area

(Yes/ No

Location of the

project

Amount spent

for the project

(in Rs.)

Mode of

implementation

-

Direct

(Yes/No)

Mode of

Implementation -

Through Implementing

Agency

State

District

Name

CSR

Registration

Number

?

?

?

?

?

?

?

?

?

?

?

Total

?

?

?

?

?

?

?

?

?

?Amount spent in Administrative Overheads: NIL

?Amount spent on Impact Assessment, if applicable:Not Applicable

?Total amount spent for the Financial Year (8b+8c+8d+8e):Rs. NIL/-

?Excess amount for Set off, if any

?

?

Sl. No

Particulars

Amounts (in Rs.)

(i)

Two percent of average net profit of the Company as per section 135(5)

28,54,724/-

(ii)

Total amount spent for the Financial Year

NIL

(iii)

Excess amount spent for the financial year [(ii)-(i)]

NIL/-

(iv)

Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any

NIL/-

(v)

Amount available for set off in succeeding financial years [(iii)-(iv)]

NIL

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?(a)Details of Unspent CSR amount for the preceding three financial years :

?

?

Preceding Financial Year

Amount transferred to

Unspent CSR Account

under section 135 (6)

Amount spent

in the reporting

Financial Year (in Rs.)

Amount transferred to any fund specified under Schedule VII as per section 135(6), if any

Amount remaining

to be spent

in succeeding financial years

Name of the Fund Date of Transfer

Amount (in Rs.)

Date of Transfer

2019

NA

-

-

-

-

-

2020

NA

6,40,380/-

-

-

-

-

2021

NA

52,38,126/-

-

-

-

-

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(b)  Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s)::

?

Sl. No

Project ID

Name of the Project

Financial year in which project was commenced

Project Duration

Total amount allocated  for the Project (in Rs.)

Amount Spent in the reporting  Financial Year  ( in Rs.)

Cumulative Amount Spent at the end of the Financial year

Status of

the project

-Completed /

Ongoing

Nil

-

-

-

-

-

-

-

-

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?In case of creation or acquisition of asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year.

(Asset wise details) NADate of creation/ acquisition of the asset(s) Amount of CSR spent for creation /acquisition of asset Details of the entity/ public authority under whose name such asset is registered, address etc. Provide details of the property or asset(s) created/ acquired (including complete address and location of the property)

?Specify the reason(s) if the company has failed to spend two per cent of the average net profit as per section 135(5):

There was unspent amount of Rs. 9,49,990/-.  out of which Rs. 9,49,990/-- pertaining to ongoing projects were transferred to Unspent CSR Account as per Sec 135(6) and remained unspent as Company was unable to find suitable project.

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ANNEXURE-II

FORM NO AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the act and Rule 8(2) of the companies (Accounts) Rules,2014)

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Form for disclosure of particulars of Contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto:

?Details of Contracts or arrangements or transactions not at arm's length basis:

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2. Details of material Contracts or arrangements or transactions at arm's length basis:

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