atal realtech ltd share price Directors report


To,

The Members,

Your Directors take pleasure in presenting their Eleventh Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31st March, 2023 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of standalone financial highlights for the financial year ended March 31, 2023 and previous financial year ended March 31, 2022 is given below:

Standalone Financial Performance (Rs. In Lakh)

Particulars

31-March-2023 31-March-2022

Total Income

4068.84 4056.02

Less: Expenditure

(3708.84) (3706.75)

Profit before Depreciation

360.00 349.27

Less: Depreciation

(51.83) (61.91)

Profit before Tax

308.17 287.36

Provision for Taxation

(90.87) (71.86)

Profit after Tax

217.30 215.50

Earning Per Share (Face Value of ?10)

Basic

1.47 4.37

Diluted

1.47 4.37

2. FINANCIAL PERFORMANCE:

STANDALONE:

The Total Income of the Company stood at Rs. 4068.84 Lakhs for the year ended March 31, 2023 as against Rs. 4,056.02/- lakhs in the previous year. The Company made a Net Profit of Rs. 217.30 Lakhs for the year ended March 31, 2023 as compared to the Net Profit of Rs. 215.5/- lakhs in the previous year.

3. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2023.

4. STATE OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance, among others for the period under review, is given in the Management Discussion and Analysis Reportwhich is annexed to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The current Management of the Company is as follows:

Sr. No. Name

DIN/PAN Designation

1. Mr. Vijaygopal Parasram Atal

00126667 Managing Director

2. Mr. Amit Sureshchandra Atal

03598620 Executive Director

3. Mr. Kuntal Manoj Badiyani

07646960 Independent Director

4. Mrs. Sharanya Shashikanth Shetty

08572805 Independent Director

5. Mr. Akshay Dhongade

10045501 Independent Director

6. Ms. Tanvi Atal

10051249 Non-Executive Director

7. Mr. Alok Singh

BMQPS9514N Company Secretary

8. Mr. Uday Laxman Satve

ATOPS3589F Chief Financial Officer

(A) Appointment:

During the year under report, Mr. Amit Sureshchandra Atal, Ms. Tanvi Atal and Mr. Akshay Dhongade were appointed as Additional Directors of the Company w.e.f. October 15, 2022, February 02, 2023 and February 02, 2023 respectively.

(B) Cessation:

During the year under report, Mrs. Sujata VIjaygopal Atal resigned from the position of Executive Director w. e. f. October 15, 2022.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2022-23 and till the date of Boards Report.

6. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and are qualified to be as Independent Director. They also confirmed that they meet the requirements of Independent Director as mentioned

under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmation was noted by the Board.

7. BONUS ISSUE AND ALLOTEMENT:

At the Previous Annual General Meeting of the Company held on 20th August, 2022, Company had approved to issue bonus shares in proportion of 2:1 (i.e., 2 (Two) equity shares of Rs. 10/- each for every 1 (One) equity shares of Rs. 10/-) each held in the Company by the members, which was further allotted to the Members on 07th September, 2022.

8. MEETINGS:

During the year, Nine Board Meetings were convened and duly held. The details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. AUDIT COMMITTEE:

The Audit Committee comprises of Mrs. Sharanya Shetty (Chairman), Mr. Kuntal Badiyani (Member) and Mr. Vijaygopal Atal (Member). Powers and role of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

10. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2023. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

The Board carried out formal annual evaluation of its own performance and that of its committees viz., the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee (NRC). The Board also carried out the performance evaluation of all the individual directors including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual directors and Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the Board and the Chairman of the NRC and then discussed the same at the meetings of the Board and NRC respectively. The performance evaluation of the Chairman, Whole Time Director and the Board as a whole was carried out by the Independent Directors at their separate meeting.

11. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT-7 will be available on website of company www.atalrealtech.com .

12. REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is provided in available on website of company www.atalrealtech.com .

1. AUDITORS:

i. STATUTORY AUDITORS:

Members of the Company has appointed M/s. A. S. Bedmutha & Co., Chartered Accountant (FRN: 101067W) as Statutory Auditor of the company at the 7th Annual General Meeting held on 30th September, 2019 to hold the Office as the Statutory Auditor for the period of 5 years commencing from the conclusion of 7th Annual General Meeting till the conclusion of 12th Annual General Meeting to be held in the calendar year 2024. As per amendment ratification of appointment by members is no more required at every Annual General Meeting and hence accordingly notice of the Annual General Meeting does not contain the same.

The report of the Statutory Auditor forms part of the Annual Report. The Auditors report does not contain any qualifications, reservation or adverseremarks and are self-explanatory and thus does not require any further clarifications/comments. The statutory Auditors have not reported any incident of fraud to the Audit committee of the Company under review.

ii. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 179, 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, the Company has appointed M/s. Akshay R. Birla, Practicing Company Secretaries (CP No.25084), as Secretarial Auditor, at the Board Meeting held on 07th July, 2023, to undertake the Secretarial Audit of the Company for the F.Y. 2022-23. The Secretarial Audit Report for the Financial Year ended 31st March, 2023 is annexed herewith as "ANNEXURE I".

iii. COST AUDITOR:

Your Company is principally engaged into Construction Activity. Therefore, Section 148 of the Companies Act, 2013 is not applicable to the Company.

13. AUDITORS REPORT:

The Auditors Report and Secretarial Auditors Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure, which forms part of this report.

14. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

15. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed Sharp Aarth & Co., Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no

material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

16. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

17. LISTING WITH STOCK EXCHANGES:

Companies shares were listed on Emerge SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015). Company has migrated from SME Emerge Platform to Main Board on 12th May, 2023 (i.e., NSE and BSE). It has paid the Annual Listing Fees for the financial year 2022-23 to NSE and BSE Limited.

18. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

As on March 31, 2023, your Company does not have any subsidiaries.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

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

1. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

A. CONSERVATION OF ENERGY:

Particulars of Conservation of Energy are not given as the company is not covered by the Schedule of Industries which requires furnishing of information in Form A of total consumption of energy & per unit of consumption.

a) Steps taken or impact on conservation of energy: NIL

b) The Step taken by the company for utilizing alternate sources of energy: NIL

c) The Capital investment on energy conservation equipment: NIL

B. TECHNOLOGY ABSORPTION: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange earnings or outgo during the year under review.

21. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The details of the related party transactions are part of Noted to Financial Results.

23. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

24. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace. Company was not in receipt of any complaint of sexual harassment.

26. HUMAN RESOURCES:

Your Company considers people as its biggest assets and Believing in People is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management

and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

28. CORPORATE GOVERNANCE:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure II.

Disclosures pertaining to remuneration of directors as required under Schedule V to the Companies Act, 2013.

The Company has paid managerial remuneration in accordance with the requisite approval mandated by the provisions of Section 197 read with Schedule V of the Companies Act, 2013. The details of remuneration paid during the financial year under is given below:

Name of the Director

Salary

(Rs.)

Retirement

benefits

(Rs.)

Gratuity (Rs.) Bonus / Commission / Stock options Total

(Rs.)

Service

Contra

ct

Notice

Period

Mr.

Vijaygopal

Atal

(Managing

Director)

18,00,000/

(1,50,000 p.m. from April 2022 to March 2023)

NIL NIL 1,50,000 19,50,000

/-

5 years

Ms. Sujata Atal

15,00,000/

(1,25,000 p.m. from April 2022 to October 2022)

NIL NIL 1,25,000 16,25,000

/-

Period Ended on 15th October, 2022

29. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They have 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 of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022-23.

30. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per Annexure-III.

31. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

32. POINTS TO BE CONSIDERED:

• No application(s) have been made by the Company and no proceeding(s) are pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

• No valuation has been done for the purpose of one-time settlement or while taking loan from the Banks or Financial Institutions during the year under review.

33. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

For & on behalf of the Board of Directors of Atal Realtech Limited

Sd/-

Vijaygopal Atal Managing Director DIN: 00126667

Sd/-

Amit Atal Director DIN: 03598620

Place: Nashik Date: 05.09.2023

Annexure I to the Boards Report

Form No. MR-3

Secretarial Audit Report for the Financial Year ended March 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Atal Realtech Limited

Unit No. 301 and 302,

ABH Developers Town Square,

S No. 744, Nashik

I have conducted the secretarial audit of the compliances of applicable statutory provisions and the adherence to good corporate practices by ATAL REALTECH LIMITED (hereinafter called the Company). Secretarial audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the Financial year ended on 31st March, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company during the Audit Period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):

(vi) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(vii) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(viii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not Applicable to the Company during the Audit period)

(ix) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not applicable to the Company during the Audit Period)

(x) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the Audit Period)

(xi) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(xii) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the Audit Period) and

(xiii) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the Audit Period)

(xiv) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015

I further report that based on the explanation given by the management of the Company, even though being in Construction Business there are no other laws that are specifically applicable to the Company since it has subcontracted its existing business contracts to other parties for execution.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015;

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the directors to schedule the Board Meeting, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decisions of the Board and committee meetings are carried out unanimously as recorded in the minutes of the meeting of the board of directors or committees thereof as the case may be. There were no dissenting views of any member of the Board or committees thereof during the period under review.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period

• The Equity Shares of the company were migrated from NSE Emerge to the Main Board National Stock Exchange of India Limited (NSE Limited) and BSE Limited.

• The Company had issued and allotted bonus shares in proportion of 2:1 (i.e., 2 (Two) equity shares of Rs. 10/- each for every 1 (One) equity shares of Rs. 10/- each held in the Company by the members.

• Some E Forms were filed with additional fees for delay caused in filing.

Except this there were no specific events / actions having a major bearing on the affairs of the Company in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

For M/s. Akshay R. Birla and Associates

Sd/-

Akshay R. Birla Proprietor ACS No: 67250 CP No: 25084

Place: Jalgaon Date:

UDIN:

Note: This report is to be read with our letter of even date which is annexed as ANNEXURE - A and forms an integral part of this report.

ANNEXURE-A

To,

The Members,

Atal Realtech Limited

My report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Where ever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards are the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

7. The audit was conducted based on the verification of the Companys books, papers, minutes books, forms and returns filed, documents and other records furnished by/ obtained from the Company electronically and also the information provided by the Company and its officers by audio and visual means.

For M/s. Akshay R. Birla and Associates Sd/-

Akshay R. Birla Proprietor ACS NO: 67250 CP NO: 25084

Place: Jalgaon Date : 05-09-2023 UDIN: