DIRECTORS' REPORT To the Members, Your Directors are pleased to present the Thirty Second Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2015. BUSINESS OVERVIEW & OUTLOOK During the year under review, the total revenue from operations increased to Rs. 49,615.68 lacs from Rs. 31,209.78 lacs in the previous year registering a growth of around 59% over that of previous year. The Profit after Tax for the year increased to Rs. 4,653.10 lacs at a growth rate of around 11 % as compared to Rs. 4,194.94 lacs in the previous year. The Company's growth strategy is to expand its business throughout the country. During the year under consideration, the major contracts under execution by the Company were:- • Development and Operation/Maintenance of the Mohania-Ara Section of NH-30 (Km.0.000 to Km.117.000), Total Length 117.000 Km through PPP on DBFOT basis • 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 = 33.00 Km) in Mizoram to support Kaladan Multi Model Transit Transport Project in Phase 'A' of SARDP-NE (Package- MM-II) • Widening to 2 lane and improvement in Km.0/0 to 102/9 Km of Parlakhemundi - R. Udayagiri - Mohana road (SH-34) under LWE Scheme, Parlakhemundi, Bhubaneshwar, Orissa • Improvement of existing single Intermediate lane NH-44 to two lane with paved shoulders from Km.230/200 to Km.247/00, Km.261/504 (Ex.Ch.260/109) to Km.263/191 (Ex.Ch.261/761) & Km.272/241 (Ex.Ch.271/00) to Km.284/033 (Ex.Ch.284/053) Total Length = Km. 30.28) in Assam under Phase 'A' of SARDP-NE Project The Company is currently involved in developing the following real estate projects: • Construction of residential township "Atlanta Enclave" at Shilphata, Thane • Construction of residential building "Atlanta House" at Dwarka. Delhi • Construction of residential buildings "Olympics Heights" at Jodhpur, Rajasthan DIVIDEND a) Equity Shares The Board have recommended dividend of 15% i.e. Rs.0.30 per equity share on 8,15,00,000 equity shares of Rs.2/- each, amounting to Rs.2,44,50,000/- (Rupees Two Crore Forty Four Lacs Fifty Thousand only) for the year ended March 31, 2015. b) Preference Shares The Board have recommended dividend of Rs. 2.50 per share on 25,00,000 25% Cumulative Redeemable Non Convertible Preference Shares of Rs.10/- each amounting to Rs.62,50,000/-(Rupees Sixty Two Lacs Fifty Thousand only) for the year ended March 31, 2015. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. TRANSFER TO RESERVES The Company has transferred an amount of Rs. 10,00,00,000/- (Rupees Ten Crores Only) to General Reserve. FIXED DEPOSIT During the year under review, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The outstanding deposits at the beginning of the year i.e. on April 01, 2014 were Rs.348.65 lacs. As on March 31, 2015, the outstanding deposits from public were Rs.103.49 lacs. SUBSIDIARY COMPANIES As on March 31, 2015, your Company has total 6 (Six) subsidiaries (including step-down subsidiaries). i) Atlanta Infra Assets Limited ii) Atlanta Hotels Private Limited iii) Atlanta Tourism Ventures Limited iv) MORA Tollways Limited v) Atlanta Ropar Tollways Private Limited vi) Northeast Tollways Private Limited (The Company got incorporated w.e.f. 19.08.2014 and has become step down company of your Company) During the year under review, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and all its subsidiaries are prepared, which forms part of the Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC-1 is appended as Annexure I to the Board's report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the website viz www.atlantalimited.in . These documents will also be available for inspection during business hours at the registered office of the Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL Your Company consists of Five (5) Directors consisting of Three (3) Non-Executive Independent Directors & Two (2) Managing Directors; One (1) Chief Financial Officer and One (1) Company Secretary viz. i) Mr. Rajhoo Bbarot (Chairman & Managing Director) ii) Mr. Rikiin Bbarot (Joint Managing Director) iii) Dr. Samir Degan (Non-Executive, Independent Director) iv) Mr. Arpan Brahmbhatt (Non-Executive, Independent Director) v) Dr. (Mrs.) Jaya Balachandran (Non-Executive, Independent Director) vi) Mr. Rajesh Verma (Chief Financial Officer) vii) Mr. Narayan Joshi (Company Secretary) Independent Non-Executive Directors In terms of the definition of 'Independent Directors' as prescribed under Clause 49 of the Listing Agreement entered with Stock Exchanges and Section 149(6) of the Companies Act, 2013, the Company consists of three Independent Directors: 1) Dr. Samir Degan 2) Mr. Arpan Brahmbhatt 3) Dr. (Mrs.) Jaya Balachandran The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence. Woman Director In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Company shall have at least one Woman Director on the Board of the Company. In order to comply with the above requirements, your Company appointed Mrs. Pooja Rikiin Bbarot as an Additional Director of the Company with effect from March 16, 2015 as Women Director on the Board. However, due to her pre-occupations, she has resigned from the Board with effect from May 25, 2015. With the appointment of Dr. (Mrs.) Jaya Balachandran on the Board effective from April 30, 2015, the compliance in terms of Clause 49 of the Listing Agreement on appointment of a Women Director on the Board is duly complied. Joint Managing Director Mr. Rikiin Bbarot was appointed as an Executive Director w.e.f. January 01, 2011 at the Annual General Meeting of the Company held on September 28, 2011 for a period of five years and the period of 5 years will complete on January 01, 2016. Mr. Rikiin Bbarot was re-designated as the Joint Managing Director of the Company with effect from July 18, 2013. The Board of Directors of the Company (on the recommendation of Nomination and Remuneration Committee) at their Meeting held on May 25, 2015 has approved the re-appointment of Mr. Rikiin Bbarot as a Joint Managing Director for a period of five years w.e.f. January 01, 2016. It is proposed to recommend the re-appointment of Mr. Rikiin Bbarot as a Joint Managing Director for a further period of five years commencing from January 01, 2016. Appointments/Resignations from the Board of Directors Mr. Vipul Desai, Non-Executive, Independent Director has resigned from the Directorship of the Company w.e.f. July 16, 2014. Mrs. Pooja Rikiin Bbarot who was appointed as Non-Executive Director, w.e.f. March 16, 2015, has resigned from the post of Directorship w.e.f. May 25, 2015. Dr. (Mrs.) Jaya Balachandran has been appointed as a NonExecutive, Independent Director w.e.f. April 30, 2015. Appointments/Resignations of the Key Managerial Personnel Mr. Bakul Desai who was appointed as the Chief Financial Officer of the Company w.e.f. April 01, 2014 (Key Managerial Personnel under Section 203 of the Companies Act, 2013), had expressed his unwillingness to continue as the Chief Financial Officer of the Company and resigned w.e.f. September 06, 2014. Mr. Rajesh Verma has been appointed as the Chief Financial Officer of the Company w.e.f. March 16, 2015. Director Retiring by Rotation In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajhoo Bbarot, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment. The Board of Directors recommends his re-appointment. REMUNERATION POLICY The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and KMPs. The Remuneration Policy is stated in the Corporate Governance Report. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Board of Directors (including Independent Directors), Key Managerial Personnel (KMPs) and Committees of the Board on the basis of which they have been evaluated. The evaluation of performance has been explained in the Corporate Governance Report section in this Annual Report. NUMBER OF MEETINGS OF THE BOARD The Board met Six (6) times during the FY 2014-15 viz. on May 17, 2014, May 30, 2014, August 11, 2014, November 10, 2014, February 09, 2015 and March 16, 2015. Detailed information on the meetings of the Board is included in the Corporate Governance Report of the Company which forms part of this Annual Report. COMMITTEES OF THE BOARD The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The Company has following Committees of the Board: > Audit Committee > Nomination and Remuneration Committee > Stakeholders Relationship Committee > Corporate Social 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 the Company 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 Corporate Social Responsibility (CSR) Committee and recommended to the Board, Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Board. 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 and adhere to the Corporate Governance requirements set out by the Securities & Exchange Board of India. The Corporate Governance Report as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to the Corporate Governance Report. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report. VIGIL MECHANISM The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at www.altantalimited.in . RISK MANAGEMENT POLICY During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (1) Risk Identification (2) Risk Assessment and (3) Risk Control. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, structures, processes, standards, code of conduct and behaviors govern the conducts 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, guarantee given or securities provided by a Company providing infrastructural facilities in the ordinary course of business are not applicable, hence not given. The details of Investments covered under Section 186 of the Companies Act, 2013 are given 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 on arm's length basis and were in the ordinary course of business. However, the material related party transactions are accorded for shareholder's approval in the ensuing Annual General Meeting. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior approval of the Audit committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions which are of a foreseen and repetitive nature. The details of all such related party transactions entered into pursuant to the omnibus approval of the Committee are placed before the Audit Committee on a quarterly basis for its review. The details of transaction with Related Parties are provided in the accompanying financial statements. The policy on Related Party Transactions may be accessed on the Company's website at www. altantalimited.in. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure III to the Board's report. CONSOLIDATED FINANCIAL STATEMENTS In accordance with the Companies Act, 2013 and Accounting Standards (AS - 21) on Consolidated Financial Statements read with (AS - 23) on Accounting for Investments in Associates and (AS - 27) on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has laid down standards, processes and structures which enables to implement adequate internal financial controls across organisation. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. STATUTORY AUDITOR Mr. Ajay B. Garg, Chartered Accountant, was appointed as the Statutory Auditor of the Company in the Annual General Meeting held on August 09, 2014. He will retire at the conclusion of ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a certificate / declaration from the above Auditor to the effect that if he is reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. Based on the recommendations of the Audit Committee, the Board of Directors of the Company proposes re-appointment of Mr. Ajay B. Garg, Chartered Accountant, as Statutory Auditor of the Company to hold office from the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservations or adverse remark. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT The Board has appointed Mr. Ketan Dand, Practising Company Secretary, to conduct the Secretarial Audit for the financial year 201415. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure IV to this Report. The Secretarial Audit Report contains following qualifications. reservations or adverse remarks. The reason for the same are mentioned below: Qualification 1: The Company has not spent 2% of its average net profits during the year on Corporate Social Responsibility Activities as required under Section 135 of Companies Act, 2013 read with Schedule VII and The Companies (Corporate Social Responsibility) Rules, 2014. Board Explanation: The Board took all possible initiatives to ensure that the above amount be spent on CSR activities in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. However, due to delay in identification/ finalisation of CSR projects. the Company could not spend the prescribed amount on CSR. It would be Board's endeavour to carry forward this amount to next year and increase next year's CSR spend to that extent. Qualification 2: Note of Disclosure of Interest is not taken in the first Board Meeting of the year held on May 17, 2014 as required under Section 184 (1) of Companies Act, 2013. Board Explanation: The Board Meeting held on May 17, 2014 was convened in an urgent manner due to the appointment of new Statutory Auditor and had to be concluded prior to discussing the matter of Disclosure of Interest, due to unavoidable circumstances. Qualification 3: The Company has kept Fixed Deposit with Corporation Bank amounting to 15 % of the deposits maturing during the current financial year and ensuing financial year as required under Rule 13 of Companies (Acceptance of Deposits) Rules, 2014. However, the Company has not named this Fixed deposit as "Deposit Repayment Reserve" with a Scheduled Bank. Board Explanation: As required by the Rule 13 of Companies (Acceptance of Deposits) Rules, 2014 and the Companies Act, 2013, the Company has kept Fixed Deposit with Corporation Bank amounting to 15 % of the deposits maturing during the current financial year. The Company is taking the necessary steps to open a "Deposit Repayment Reserve" with a Scheduled Bank and transfer the amount to this account. Qualification 4: As per the amended Clause 49 (V) (A) of the Listing Agreement, the Company's material Subsidiary, MORA Tollways Limited did not have a common Independent Director during the period under review. Board Explanation: During the year 2014-15, MORA Tollways Limited could not appoint a common Independent Director as required under Clause 49 (V) (A) of the Listing Agreement as there was delay in confirmations from the Independent Directors of the Company. However, the same has been complied by MORA Tollways Limited w.e.f. May 09, 2015 by appointment of Dr. Samir Omprakash Degan (DIN 00043450) and Mr. Arpan Manhar Brahmbhatt (DIN 00044510) in MORA Tollways Limited. Qualification 5: The Company has only one Preference Shareholder, which is also its own associate company to which it has not made payment of Dividend within 30 days of declaration. Further, such payment has been made from Current account of the Company and not from a separate Dividend account pursuant to Section 123 of Companies Act, 2013 and has not transferred unpaid dividend to separate Unpaid Dividend Account within 7 days from expiry of thirty days as required under Section 124 (1) of Companies Act, 2013. Further, under Section 124 (3) of the Companies Act, 2013, it was required to pay interest on amount not transferred to Unpaid Dividend Account at the rate of 12 % per annum, which has not been done. Board Explanation: The Company has around 15000 equity shareholders and only One Preference shareholder. The Preference Shareholder had requested the Company to pay the Equity dividend to the Equity shareholders first. Further, the Company has also received a letter from the Preference Shareholder stating that they will draw their dividend amount as per their request and without claiming any interest from the Company. COST AUDITOR The Board has appointed M/s. Anup Palo & Co., Cost Accountant in whole time practice as cost auditor for conducting the audit of cost records of the Company for the financial year 2015-16. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the shareholders in a General Meeting for their ratification. Accordingly, a resolution seeking shareholder's ratification for the remuneration payable to M/s. Anup Palo & Co., Cost Auditor is included at Item No. 13 of the Notice convening the Annual General Meeting. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY There are no material changes and commitments affecting the financial position of the Company which has occurred within the financial year of the Company i.e. March 31, 2015 and till the date of Directors' Report i.e. May 25, 2015. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION The particulars in relation to conservation of energy and technology absorption are currently not applicable to the Company. FOREIGN EXCHANGE EARNINGS AND OUTGO During the year, there were neither foreign exchange earnings nor foreign exchange outgo. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES In accordance with the provisions of Section 197(12) of Companies Act, 2013, the ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as "Annexure V". In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the limits set out in the said rules. EXTRACTS OF ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is 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 is hereby confirmed that: a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed and there are no material departures from the same; b) 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 as at March 31, 2015 and of the profit and loss of the Company for that period; c) 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; 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 the Company and that such internal financial controls are adequate and were operating effectively and; f) 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. ACKNOWLEDGEMENT Your Directors would like to acknowledge and place on record their sincere appreciation for the overwhelming co-operation and assistance received from investors, members, creditors, customers, business associates, bankers, financial institutions, Government authorities, vendors and regulatory authorities. Your Directors recognise and appreciate the efforts and hard work of all the executives and employees of the Company and their continued contribution to its progress. For and on behalf of the Board of Directors Rajhoo Bbarot Chairman & Managing Director DIN: 00038219 Rikiin Bbarot Joint Managing Director DIN: 02270324 Place: Mumbai Dated: May 25, 2015 |