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Directors Report of Atlantaa Ltd

Mar 31, 2018

To the Members,

The Directors are pleased to present the Thirty Fifth Annual Report together with the restated Audited Financial Statements for the financial year ended March 31, 2018.

RESTATED FINANCIAL PERFORMANCE

The Companyâs restated financial performance, for the year ended March 31, 2018 is summarised below:

(Rs. in Lakhs)

Particulars	2017-18	2016-17
Revenue from operations	12398.32	21675.39
Profit before exceptional items and tax	(895.83)	10,742.45
Exceptional items	2983.00	-
Profit before tax	(3878.83)	10742.45
Less: Income tax expense	(1244.20)	2184.03
Profit after tax for the year	(2634.63)	8558.42
Other Comprehensive income net of tax	33.62	(12.52)
Total Comprehensive income for the year	2601.01	8545.90
Earnings per Share ( Basic)	(3.19)	10.49
Earnings per Share ( Diluted)	(3.19)	10.49
Profit for the period carried to Balance Sheet	(2601.01)	8545.90
Add: Balance brought forward from previous year	28539.07	19986.94
Less: Ind-AS adjustments	(225.80)	6.23
Balance carried forward	25712.26	28539.07

OVERVIEW OF COMPANYâS RESTATED FINANCIAL PERFORMANCE:

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1^st April, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. Previous yearsâ figures have been restated and audited by the Statutory Auditor of the Company, namely, M/s. Suresh C. Maniar & Co., Chartered Accountants (Firm Registration No. 110663W).

BUSINESS OVERVIEW & OUTLOOK

During the year under review, the revenue from operations amounted to Rs.12398.32 Lakhs as compared to Rs. 21675.39 Lakhs in previous year.

The Profit before tax (PBT) amounted to Rs. (3878.83) Lakhs as compared to Rs.10742.45 Lakhs in the previous year. After providing for Tax, the Net Profit (PAT) amounted to Rs. (2634.63) Lakhs as against Rs.8558.42 Lakhs in the previous year. Other Comprehensive income net of tax amounted to Rs.33.62 Lakhs as compared to Rs. (12.52) Lakhs.in the previous year. The subdued performance in the revenue from operations and losses, during the year, were on account of cancellation of Hybrid Annuity Model (HAM) Road project by National Highways Authority of India (NHAI); illegal termination of Engineering Procurement Construction (EPC) Road project by National Highways & Infrastructure Development Corporation Limited (NHIDCL) and reversal of receivables from Public Works Department (PWD), Maharashtra, adversely impacting the Companyâs performance.

During the year under consideration, the major contracts under execution by the Company were:-

- 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 âAâ of SARDP-NE (Package-MM-II)

The Company is currently involved in developing the following real estate projects:

- Construction of residential township âAtlanta Enclaveâ at Shilphata, Thane

- Construction of residential building âAtlanta Houseâ at Dwarka, Delhi

- Construction of residential buildings âOlympics Heightsâ at Jodhpur, Rajasthan

DIVIDEND

The Board had recommended a dividend of 15% i.e. Rs.0.30 per equity share on 2,37,51,078 equity shares of Rs. 2/- each, amounting to Rs.71,25,323.40 (Rupees Seventy One Lakh Twenty Five Thousand Three Hundred Twenty Three and Paise Forty only) to Non Promoter shareholders for the year ended March 31, 2018. However the Shareholders at the 35^th Annual General Meeting held on Friday, September 28, 2018 has not approved the payment of Dividend.

TRANSFER TO RESERVE

During the year under review, the Company has not transferred any amount towards 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 deposit at the beginning of the year i.e. on April 01, 2017 was Rs.1.00 Lakh. As on March 31, 2018, the outstanding deposit from public was Rs.1.00 Lakh.

SUBSIDIARY COMPANIES

As on March 31, 2018, your Company has total 4 (four) subsidiaries (including step-down subsidiaries).

i) Atlanta Infra Assets Limited

ii) MORA Tollways Limited

iii) Atlanta Ropar Tollways Private Limited

iv) Sabarkantha Annuity Private Limited

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 restated 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 restated audited financial statements, including the restated 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 Six (6) Directors consisting of Four (4) Non-Executive Independent Directors, One (1) Whole Time Director & One (1) Managing Director; One (1) Chief Financial Officer and One (1) Company Secretary viz.

i) Mr. Rajhoo Bbarot Chairman

ii) Mr. Rikiin Bbarot Managing Director

iii) Mr. Arpan Brahmbhatt Non-Executive, Independent Director

iv) Dr. (Mrs.) Jaya Balachandran Non-Executive, Independent Director

v) Dr. Samir Degan Non Executive, Independent Director

vi) Mr. Anil Dighe Non Executive, Independent Director

vii) Mr. Dipesh Gogri Chief Financial Officer

viii) Mr. Narayan Joshi Company Secretary

Independent Non-Executive Directors

In terms of the definition of âIndependent Directorsâ as prescribed under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered with Stock Exchanges and Section 149(6) of the Companies Act, 2013, the Company consists of four Independent Directors:

1) Mr. Arpan Brahmbhatt

2) Dr. (Mrs.) Jaya Balachandran

3) Dr. Samir Degan

4) Mr. Anil Dighe

The Company has received Certificate of Independence from all Independent Directors, interalia, pursuant to Section 149 of the Companies Act, 2013, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company.

None of the Directors are disqualified from being appointed as Directors, as specified in Section 164(2) of the Companies Act, 2013.

Director Retiring by Rotation and Appointment/Re-appointment

The Shareholders at the 35^th Annual General Meeting of the Company held on Friday, September 28, 2018 have:-

a. Re-appointed Mr. Rikiin Bbarot (DIN: 02270324), as a Director, retiring by rotation;

b. Appointed Dr. Samir Degan (DIN: 00043450) as an Independent Director of the Company to hold office till May 31, 2023;

c. Appointed Mr. Anil Dighe (DIN: 08148554) as an Independent Director of the Company to hold office till June 4, 2023;

d. Re-appointed Mr. Arpan Brahmbhatt (DIN: 00044510) as an Independent Director of the Company to hold office for a second term of five years till March 31, 2024

REMUNERATION POLICY

The Remuneration Policy has already been given in the 35^th Annual Report of the Company under Corporate Governance Report dated July 28, 2018 hence not given again.

BOARD EVALUATION

The evaluation of performance of the Board of Directors (including Independent Directors), Key Managerial Personnel (KMPs) and Committees of the Board has already been given in the 35^th Annual Report of the Company under Corporate Governance Report dated July 28, 2018 hence not given again.

NUMBER OF MEETINGS OF THE BOARD

The Board met five (5) times during the FY 2017-18 i.e. on May 15, 2017, September 12, 2017, December 14, 2017, January 20, 2018 and February 12, 2018. The gap between two meetings does not exceed four months.

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

- Stakeholder 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 has already been given in the 35^th Annual Report of the Company under Corporate Governance Report dated July 28, 2018 hence not given again.

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 has already been given in the Directorâs Report dated July 28, 2018 hence not given again.

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 Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has already been given in the 35^th Annual Report of the Company under Corporate Governance Report dated July 28, 2018 hence not given again.

The requisite Certificate from the Auditor of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has already been given in the 35^th Annual Report of the Company under Corporate Governance Report dated July 28, 2018 hence not given again.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 Companyâs website at www.atlantalimited.in

RISK MANAGEMENT POLICY

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 Companyâs 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, guarantees 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 armâs length basis and were in the ordinary course of business. However, the material related party transactions are accorded for shareholders approval in the ensuing Annual General Meeting.

The Shareholders at the 35^th Annual General Meeting of the Company held on Friday, September 28, 2018 have approved the resolution on contractual services to related parties.

The details of transaction with Related Parties are provided in the accompanying restated financial statements. The policy on Related Party Transactions may be accessed on the Companyâs website at www.atlantalimited.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 II to the Board''s Report.

RESTATED CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 (âthe Actâ) and implementation requirements of Indian Accounting Standards (âIND-ASâ) Rules on accounting and disclosure requirements, which is applicable from current year, and as prescribed by Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âSEBI Listing Regulationsâ), the restated Audited Consolidated Financial Statements are 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 weaknesses in the design or operation were observed.

STATUTORY AUDITOR

The Shareholders at the 35^th Annual General Meeting of the Company held on Friday, September 28, 2018 have approved the resolution for appointment of M/s. Suresh C. Maniar & Co, Chartered Accountants, Mumbai (FRN 110663W) as the Statutory Auditor of the Company from the conclusion of the 35^th Annual General Meeting till the conclusion of the 39^th Annual General Meeting of the Company.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Secretarial Audit Report with the observations and the reasons/ replies has already been given in the Directorâs Report dated July 28, 2018 hence not given again.

COST AUDITOR

The Board has appointed M/s. Anup Kumar 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 2018-19.

The Shareholders at the 35^th Annual General Meeting of the Company held on Friday, September 28, 2018 have approved the resolution on ratification of the remuneration payable to M/s. Anup Kumar Palo & Co, Cost Auditor, for the financial year ending March 31, 2019.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

The Standalone Ind AS Audited Financial Statements for the year ended March 31, 2018 approved by the Board of Directors at their meeting held on July 28, 2018 (âOriginal Financial Statements.â) were placed before the Members in the 35^th Annual General Meeting (AGM) held on September 28, 2018 for their approval.

In the Original Financial Statements so prepared and placed before the Members as aforesaid, the Independent Auditorâs Report contained âEmphasis of Matterâ in relation to realization of certain receivables from PWD, Maharashtra.

In the said AGM, the Members were of the view that an amount of Rs.61,37,56,574/- shown as receivables from PWD, Maharashtra was unlikely to realize. Hence, the Members resolved that revenue from operations for the year be reduced by Rs.21,75,28,271/- and an amount of Rs.39,62,28,303/- be considered as not realizable and hence should be written-off as bad debts.

The Board of Directors were accordingly directed at the AGM to restate the said Original Financial Statements and to get the same audited by the Statutory Auditors.

The impact of restatement of financial statements is as under;

(Amount in Rs.)

Sr. No.	Particulars	As per Original Financial Statements	As per Restated Financial Statements	Impact
1	Revenue from Operations	1,45,73,60,042	1,23,98,31,771	(21,75,28,271)
2	Total Income	1,52,01,56,790	1,30,26,28,519	(21,75,28,271)
3	Other Expenses	15,84,46,974	55,46,75,277	39,62,28,303
4	Profit/(Loss) before Tax	22,58,73,165	(38,78,83,409)	(61,37,56,574)
5	Taxation	6,75,75,536	(12,44,20,016)	(19,19,95,552)
6	Profit/(Loss) after Tax	15,82,97,629	(26,34,63,393)	(42,17,61,022)
7	Receivables (Non-current)	1,34,80,17,263	43,34,21,941	(91,45,95,322)
8	Receivables (current)	80,22,38,076	1,10,30,76,824	30,08,38,748
9	Equity-Reserve and Surplus	4,94,56,89,126	4,52,39,28,104	(42,17,61,022)

These restated financial statements were recommended by the Audit Committee and approved by the Board of Directors at its meeting held on October 2, 2018.

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 any outgo.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of employees and related disclosures has already been given in the Directorâs Report dated July 28, 2018 hence not given again.

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 has already been given in the Directorâs Report dated July 28, 2018 hence not given again. The same may be accessed on the Companyâs website at www.atlantalimited.in

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

a) i n the preparation of the annual accounts for the year ended March 31, 2018, 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, 2018 and of the 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.

CORPORATE GOVERNANCE

The detailed Report on Corporate Governance together with the Auditorsâ Certificate on its compliance has already been given in the 35^th Annual Report of the Company under Corporate Governance Report dated July 28, 2018 hence not given again.

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, 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

DIN: 00038219

Place: Mumbai

Dated: October 2, 2018

Mar 31, 2017

To the Members,

The Directors are pleased to present the Thirty Fourth Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2017.

FINANCIAL PERFORMANCE

The Companyâs financial performance for the year ended March 31, 2017 is summarised below:

(Rs.in Lakhs)

Particulars	2016-17	2015-16
Revenue from operations	22,447.85	13,587.42
Profit before prior period adjustments, extraordinary items and tax	10,419.22	338.69
Less: Provision for taxation	2,175.35	4.68
Profit after tax for the year	8,243.87	334.01
Add: Balance brought forward	15,080.66	14,593.76
Profit available for appropriation	23,324.53	14,927.77

Appropriations

(Rs.in Lakhs)

Particulars	2016-17	2015-16
Proposed dividend on equity shares	71.25	-
Tax on proposed dividend on equity shares	14.50	-
Reversal of Proposed Equity Dividend and tax thereon for the FY 2014-15	-	(294.56)
Transfer to Capital Redemption Reserve	-	116.67
Transfer to General Reserve	25.00	25.00
Balance of profit carried forward	23,213.78	15,080.66

BUSINESS OVERVIEW & OUTLOOK

During the year under review, the revenue from operations amounted to Rs.22,447.85 lakhs as compared to Rs.13,587.42 lakhs in previous year registering a growth of 65.21%.

The Profit before tax (PBT) at Rs.10,419.22 lakhs as compared to Rs.338.69 lakhs in the previous year represents a growth of 2976.33%. After providing for Tax, the Net Profit (PAT) amounted to Rs.8,243.87 lakhs as against Rs.334.01 lakhs in the previous year registering a growth of 2368.15%.

During the year under consideration, the major contracts under execution by the Company were:-

- 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 âAâof SARDP-NE (Package-MM-II)

- Construction of Four Laning of End of Moran Bypass (Km 561.700) to Bogibeel Junction (Km 580.778) of NH-37 in the State of Assam under SARDP-NE Package (ii)

The Company is currently involved in developing the following real estate projects:

- Construction of residential township âAtlanta Enclaveâ at Shilphata, Thane

- Construction of residential building âAtlanta Houseâ at Dwarka, Delhi

- Construction of residential buildings âOlympics Heightsâ at Jodhpur, Rajasthan

DIVIDEND

The Board has recommended a dividend of 15% i.e. Rs.0.30 per equity share on non-promoter shares (2,37,51,078 equity shares of Rs.2/- each) amounting to Rs.71,25,323.40 (Rupees Seventy One Lakh Twenty Five Thousand Three Hundred Twenty Three and Paise Forty only) for the year ended March 31, 2017. The Board has not recommended any dividend to Promoter / Promoter Group for the year ended March 31, 2017.

TRANSFER TO RESERVES

The Company has transferred an amount of Rs.25,00,000/- (Rupees Twenty Five Lakhs only) to General Reserve.

FIXED DEPOSIT

The outstanding deposits at the beginning of the year i.e. on April 01, 2016 were Rs.18.41 lakhs. As on March 31, 2017, the outstanding deposits from public were Rs.1.00 lakhs.

SUBSIDIARY COMPANIES

As on March 31, 2017, 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

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 Boardâs 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 5 (five) Directors consisting of 3 (three) Non-Executive Independent Directors, 1 (one) Whole Time Director & 1 (one) Managing Director. Key Managerial Personnel includes 1 (one) Chairman, 1 (one) Managing Director, 1 (one) Chief Financial Officer and 1 (one) Company Secretary viz.

i) Mr. Rajhoo Bbarot Chairman

ii) Mr. Rikiin Bbarot 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

1) Dr. Samir Degan

2) Mr. Arpan Brahmbhatt

3) Dr. (Mrs.) Jaya Balachandran

None of the Directors are disqualified from being appointed as Directors, as specified in Section 164(2) ofthe Companies Act, 2013.

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.

The brief resume of Mr. Rajhoo Bbarot as required, inter-alia, in terms of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the required proposal for reappointment of the above Director at the forthcoming Annual General Meeting is included in the Notice convening this Annual General Meeting.

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 Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 4 (four) times during the FY 2016-17. Detailed information on the meetings of the Board is included in 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:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

5. Management Committee

6. Risk Management Committee

The details with respect to the compositions, powers, roles, terms of reference, etc. of relevant committees are given in detail in the Corporate Governance Report of the Company which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

VIGIL MECHANISM

RISK MANAGEMENT POLICY

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.

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 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 Companyâs 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 Boardâs report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 (âthe Actâ) 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

STATUTORY AUDITOR

Mr. Ajay B. Garg, Chartered Accountant, was appointed as the Statutory Auditor of the Company in the Annual General Meeting held on September 28, 2016.

He will retire at the conclusion of ensuing Annual General Meeting and has shown his unwillingness for re-appointment.

The Board at its meeting held on May 15, 2017 have appointed M/s. Price Waterhouse Chartered Accountant LLP, Mumbai as the Statutory Auditor of the Company.

The Company has received a certificate/declaration from the above Firm to the effect that if they are appointed, 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 appointment of M/s. Price Waterhouse, Chartered Accountant LLP, Mumbai as Statutory Auditor of the Company to hold office from the conclusion of 34^th Annual General Meeting till the conclusion of 39^th Annual General Meeting.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservations or adverse remark.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, and Rules thereunder, a Secretarial Audit Report for the FY 2016-17 in Form MR 3 given by Mrs. Shilpa Rathi, Practicing Company Secretary, is attached as Annexure-IV with this report.

The Secretarial Audit Report contains following qualification, reservation or adverse remark. 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 Company had identified charitable institution for imparting education training as required under CSR activity. However the amount could not be spent due to non confirmation and efflux of time from said charitable institution. The Company is taking all the steps to implement the CSR activity in good and reliable charitable institutions.

COST AUDITOR

The Board has appointed the 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 2017-18.

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 shareholderâs ratification for the remuneration payable to M/s. Anup Palo & Co., Cost Auditor is included at Item No. 6 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 between the financial year of the Company i.e. March 31, 2017 and till the date of DirectorsâReport i.e. May 15, 2017.

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 any 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 employeeâs 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.

Particulars of employee remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act 2013, the Annual Report excluding the said information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary at the registered office of the Company.

EXTRACT OF ANNUAL RETURN

The extract 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.

DIRECTORSâRESPONSIBILITY 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, 2017, the applicable accounting standards had been followed and there are no material departures from the same;

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.

CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has prescribed certain Corporate Governance standards vide Regulations 24 and 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Directors reaffirm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditorsâ Certificate on its compliance is annexed hereto.

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors

Sd/-

Rajhoo Bbarot

Chairman

DIN: 00038219

Place: Mumbai

Dated: May 15, 2017

Mar 31, 2015

The Directors are pleased to present the Thirty Second Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2015.

FINANCIAL PERFORMANCE

The Company's financial performance, for the year ended March 31. 2015 is summarised below:

(Rs. in Lacs)

Particulars 2014-15 2013-14

Revenue from operations 49,615.68 31,209.78

Profit before prior period adjustments, 5,346.45 4,042.35 extraordinary items and tax

Less: Provision for taxation 693.35 (152.59)

Profit after tax for the year 4,653.10 4,194.94

Add: Balance brought forward 12,181.17 9,402.86

Profit available for appropriation 16,834.27 13,597.80

Appropriations

(Rs. in Lacs)

Particulars 2014-15 2013-14

Proposed dividend on preference 62.50 62.50 shares

Proposed dividend on equity shares 244.50 195.60

Tax on proposed dividend on 12.80 10.14 preference shares

Tax on proposed dividend on equity 50.06 31.73 shares

Excess of WDV over residual value 753.98 - where useful life of an asset is Nil

Transfer to Capital Redemption 116.67 116.67 Reserve

Transfer to General Reserve 1,000.00 1,000.00

Balance of profit carried forward 14,593.76 12,181.17

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 anew 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 Non- Executive, 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 2014- 15. 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 'ear 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 Rikiin Bbarot

Chairman & Managing Director Joint Managing Director

DIN: 00038219 DIN: 02270324

Place: Mumbai

Dated: May 25, 2015

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 31st Annual Report and the Company''s Audited Statement of Account for the Financial Year ended March 31, 2014.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended March 31, 2014 is summarised below:

(Rs. in Lacs)

Particulars 2013-14 2012-13

Revenue from operations 31,209.78 24,589.35

Profit before prior period adjustments, 4,042.35 3,419.84 extraordinary items and tax

Less: Prior period adjustments - 1,191.05 (interest income of prior years written back)

Less: Extra ordinary items

Less: Provision for taxation (152.59) 468.05

Profit after tax for the year 4,194.94 1,760.74

Add: Balance brought forward 9,402.86 8,642.47

Profit available for appropriation 13,597.80 10,403.21

Appropriation (Rs. in Lacs)

Particulars 2013-14 2012-13

Proposed dividend on preference 62.50 62.50 shares

Proposed dividend on equity shares 195.60 -

Tax on proposed dividend on 10.14 10.62 preference shares

Tax on proposed dividend on equity 31.73 - shares

Proposed Dividend & Income Tax - -189.44 thereon reversed (2011-12)

Transfer to Capital Redemption 116.67 116.67

Reserve

Transfer to General Reserve 1,000.00 1,000.00

Balance of profit carried forward 12,181.17 9,402.86

BUSINESS OPERATION

During the year under review, the total revenue from operations increased to Rs. 31,209.78 lacs from Rs. 24,589.35 lacs in the previous year registering a growth of around 27% over that of previous year. The Profit after Tax for the year increased to Rs. 4,194.94 lacs at a growth rate of 138% as compared to Rs. 1,760.74 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.116.760), total length 117.000 Km through PPP on DBFOT basis

- Development and operation & maintenance of "Ropar - Chamkaur Sahib - Neelon - Doraha (up to NH - 1) Road" in the state of Punjab - length 54.735 Km.

- Construction of 12 Nos. major bridges having total 35 Nos. spans with 1200 mm diameter cast in situ bored piles & PSC girder super structure of 18.30 m between Dausa and Gangapur City section in connection with Dausa - Gangapur City new broad gauge line project at Jaipur

- Construction of broad gauge formation & minor bridges from chainage 41000 to 45000 between Dausa & Gangapur City sections of 18.30 m between Dausa-Gangapur City new broad gauge line projects

- Gauge conversion works from Tirunelveli to Tenkasi in Quilon - Tenkasi - Tirunelveli - Tiruchendur - Tenkasi - Virudhunagar, proposed earthwork in forming bank, cutting, re-grading, construction of major and minor bridges, construction of platforms, station buildings, passenger amenities, platform shelters, improvements to level crossings, providing lifting barriers and other miscellaneous works between Tirunelveli and Tenkasi junction stations

- Construction of rail infrastructure facility for transportation of coal from Naila railway station to proposed site of 2x500 MW of CSPGCL for Marwa TPP for Package-III

- Construction of earth work bridges supply of P-Way material, supply ballast and P-Way linking for proposed private railway siding taking off from Chacher railway station to in plant yard including in plant yard of NTPC Mauda, Dist Nagpur, Maharashtra

- Construction of new 2 lane highway from Km 38/00 to Km 71/00 in Mizoram to support Kaladan Multi Model Transit Transport Project in Phase A of SARDP-NE-Package No. MM-II

- Widening and strengthening of existing intermediate lane to two lane carriage way in Km 159.0 to Km 184.260 of National Highway 224, Orissa

- Widening to 2 lane and improvement in Km 0/0 to Km 102/9 of Parlakhemundi-Udayagiri - Mohana Road SH-34 under LWE scheme, Parlakhemundi, Bhubaneswar, Orissa

- Improvement of existing single intermediate lane of NH-44 to 2 lane with paved shoulders from Km 230/200 to Km 247/00, Km 261/504 to Km 263/191 & Km 272/241 to Km 284/033 total length 30.28 Km under SARDP-NE, Phase -A in the state of Assam, by Government of Assam

The Company is currently involved in developing the following real estate projects:

- Construction of residential township "Atlanta Enclave" at Shilphata, Thane

- Construction of commercial/residential building "ABT Apartment" at Malad (E), Mumbai

- Construction of residential buildings "Olympics Heights" at Jodhpur, Rajasthan

- Construction of residential building "Atlanta House" at Dwarka, Delhi

DIVIDEND

a) Preference Shares

The Board has 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 lacs (Rupees sixty two lacs fifty thousand only) for the year ended March 31, 2014.

b) Equity Shares

The Board has recommended dividend of 12% i.e. Rs. 0.24 per equity share on 8,15,00,000 equity shares of Rs. 2/- each, amounting to Rs.195.60 lacs (Rupees one crore ninety five lacs sixty thousand only) for the year ended March 31, 2014. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

FIXED DEPOSIT

During the year under review, the Company has accepted deposits under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975 within the prescribed limit. The outstanding deposits at the beginning of the year i.e. on April 01, 2013 were Rs. 440.10 lacs. As on March 31, 2014, the outstanding deposits from public were Rs. 346.55 lacs. The members are hereby apprised that the Company had been accepting deposits from its shareholders and other sections of public as permissible under the provisions of Companies Act, 1956 read with the corresponding Companies (Acceptance of Deposit) Rules, 1975, earlier in force.

However, with the commencement of Companies Act, 2013 (''the 2013 Act''), deposits are now governed by the new law and approval of shareholders is required by way of Special Resolution for inviting/ accepting/renewing deposits.

The members may kindly note that under the provisions of the 2013 Act, your Company before inviting/accepting/renewing deposits shall comply with all the requirements that are / may be made applicable from time to time under Companies Act, 2013.

The Board of Directors of your Company has approved this item in the Board Meeting held on 30th May, 2014 and recommends the same for your approval.,

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards (AS-21) on Consolidated Financial Statements read with Accounting Standards (AS-23) on accounting for Investments in Associates and Accounting Standards (AS-27) on financial reporting of interest in Joint Venture and, the audited Consolidated Financial Statements are provided in this Annual Report.

SUBSIDIARIES

At the beginning of the year, your Company had 8 (Eight) subsidiaries. During the year under review, the following 3 (Three) subsidiaries have applied for cessation w.e.f. 19th March, 2014 and filed an application with the Registrar of Companies, Mumbai for striking off the name of Company under the Fast Track Exit (FTE) Mode;

1. Atlanta Coalmines Private Limited

2. Atlanta Energy Private Limited

3. Atlanta Recycling Company Private Limited

As on March 31, 2014, your Company has total 5 (Five) subsidiaries (including step-down subsidiaries). In accordance with the General Circular no. 2/2011 dated February 08, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of your Company had passed a resolution for giving its consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Companies to the Balance Sheet of the Company for the year ended March 31, 2014. However, the financial information of the Subsidiary Companies is disclosed in this Annual Report in compliance with the said circular. The Company will make available the copy of Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will also be kept open for inspection at the registered office of the Company and that of the respective Subsidiary Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies. The Statement pursuant to section 212 of the Companies Act, 1956, highlighting the summary of the financial performance of our subsidiaries is annexed to this report.

DIRECTORS

The Board of Directors of your Company has proposed to appoint Mr. Rikiin Bbarot, Joint Managing Director of the Company as a director retiring by rotation subject to the approval of Members at the ensuing Annual General Meeting. The Board of Directors recommends his appointment.

Further, the Companies Act, 2013 provides for appointment of Independent Directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective from April 1, 2014) provides that Independent Directors shall hold office for a term of up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.

Sub-section (11) states that no Independent Director shall be eligible for more than two consecutive terms of five years but such independent director shall be eligible for appointment after the expiration of three years of ceasing to become an Independent Director. Sub-section (13) states that the provisions of retirements by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act shall not apply to such Independent Directors.

Hence, the Board of Directors of your Company is seeking appointment of all Independent Directors (who were appointed as Directors pursuant to the provisions of Companies Act, 1956 with their period of office liable to determination by retirement of directors by rotation and were independent in terms of Clause 49 of the Listing Agreement) namely, Dr. Samir Degan, Mr Arpan Brahmbhatt and Mr. Vipul Desai as Independent Directors in terms of section 149 and other applicable provisions of the Companies Act, 2013, for a period upto 31st March, 2019 and they shall not be liable to retirement by rotation.

Due notices under section 160 of the Act have been received from Members of the Company proposing the appointment of Dr. Samir Degan, Mr. Arpan Brahmbhatt and Mr. Vipul Desai as Independent Directors of the Company at this Annual General Meeting.

None of the Directors are disqualified from being appointed as Directors as specified in Section 164 of the Companies Act, 2013.

Appropriate resolution(s) seeking your approval to the appointment/ re-appointment of Directors are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

As required under Clause 49 of the Listing Agreement, particulars of Director seeking appointment/ re-appointment at the ensuing Annual General Meeting have been given under Report on Corporate Governance forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per the provision of section 135 (1) Companies Act, 2013 every company having net worth of rupees five hundred crore or more. or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.

Aligning with the guidelines, your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mr. Rajhoo Bbarot as the Chairman and Mr. Rikiin Bbarot, Mr. Arpan Brahmbhatt as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and there are no material departures from the same;

(ii) that the Directors 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 as at March 31, 2014 and of the profits of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

RECONCILIATION OF SHARE CAPITAL AUDIT

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit has been carried out at the specified period, by a Practicing Company Secretary.

AUDITORS

M/s. Yardi Prabhu & Associates, Chartered Accountants, owing to their pre-occupation had tendered their resignation effective from 15th May, 2014. Pursuant to the provision of section 139(8) (i) of the Companies Act, 2013, your Board of Directors at their Meeting held on 17th May, 2014, have filled the casual vacancy occurred in the office of Auditor by appointing Mr. Ajay B. Garg, Chartered Accountant, as newAuditorto hold the office w.e.f. 17th May, 2014 until the conclusion of ensuing Annual General Meeting subject to your approval at the ensuing Annual General Meeting of the Company.

Mr. Ajay B. Garg, Chartered Accountant, Mumbai, Auditor of the Company holds office until the conclusion of the ensuing Annual General Meeting of the Company and is eligible for re-appointment.

The certificate from him have been received to the effect that his re-appointment, if made, would be within the prescribed limit under section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for re-appointment.

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, Mumbai, as Auditor of the Company to hold office till the conclusion of the Annual General Meeting subsequent to the ensuing Annual General Meeting.

INDEPENDENT AUDITORS'' REPORT

Your Directors invite your attention to paragraph 4 of the Independent Auditors'' Report issued by Mr. Ajay B. Garg, for F.Y. 2013-14 and clarify as under:-

Paragraph 4 of Independent Auditors'' Report:-

- As per the Government''s notification, the concession period is notified from 27-12-2007 to 21 -09-2014.

- Subsequent to above, the Public Works Department, Government of Maharashtra has recommended extension of concession period from 27-12-2007 to 04-10-2024 for Mumbra By-pass project.

In respect of disputes arising out of contract for work of construction of Mumbra By-pass road between the Company and Public Works Department (PWD) Maharashtra, the Arbitral Tribunal has granted awards in favor of the Company on 12-05-2012 ordering the PWD to pay to the Company on account of variation and suspension of toll collection respectively amounting to Rs. 58,59,31,595/- against variation with interest @ 20% p.a. from October, 2009 till the date of payment/ realization and Rs.14,92,38,050/- along with interest @ 14.75% p.a. from November, 2010 till payment/realization or extension of concession period as per the cash flow which comes up to 17-02-2044. PWD and the Company have preferred appeals against the Arbitration Awards. However, pending adjudication, the Company has continued amortization of BOT toll rights for the period of 24 years, 1 month and 17 days as hitherto.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, the Company has transferred the unpaid or unclaimed amount of Public Issue Refund Account of F.Y. 2006-07 to the Investor Education and Protection Fund (the IEPF) established by the Central Government. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts of dividend lying with the Company as on September 27, 2013 (date of last Annual General Meeting) on the website of the Company (www. atlantainfra.co.in), as also on the website of the Ministry of Corporate Affairs.

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 Report on Corporate Governance 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 Report on Corporate Governance.

PARTICULARS OF EMPLOYEES

During the year under review, no employee was drawing remuneration within the meaning of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 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.

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, 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 PLACE: MUMBAI Chairman & Managing Director

DATE: MAY 30, 2014

Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 30th Annual Report and Audited Financial Statements for the Financial Year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. in Lacs) Particulars 2012-13 2011-12

Revenue from operations 24,589.35 17,022.12

Profit before prior period adjustments, 3,419.84 615.45 extraordinary items and tax

Less: Prior period adjustments (interest 1,191.05 - income of prior years written back)

Add: Extraordinary items - 1563.70

Less: Provision for taxation 468.05 291.17

Profit after tax for the year 1,760.74 1,887.98

Add: Balance brought forward 8,642.47 8,133.24

Profit available for appropriation 10,403.21 10,021.22

Appropriation

(Rs. in Lacs)

Particulars 2012-13 2011-12

Proposed dividend on preference 62.50 62.50 shares

Proposed dividend on equity shares - 163.00

Tax on proposed dividend on preference 10.62 36.58 shares

Proposed Dividend on equity shares & (189.44) - Tax thereon reversed (2011-12)

Transfer to Capital Redemption Reserve 116.67 116.67

Transfer to General Reserve 1,000.00 1,000.00

Balance of profit carried forward 9,402.86 8,642.47

BUSINESS OPERATION

During the year under review, the Company has achieved total income from operations amounting to Rs. 24,589.35 lacs as compared to Rs.17,022.12 lacs registering a growth of around 45% over that of last year. The Profit after Tax for the year wasRs. 1,760.74 lacs as compared to Rs.1,887.98 lacs over that of last year.

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.116.760), total length 117.000 Km through PPP on DBFOT basis

- Development and operation & maintenance of "Ropar - Chamkaur Sahib - Neelon - Doraha (up to NH - 1) Road" in the state of Punjab - length 54.735 Km.

- Construction of 12 Nos. major bridges having total 35 Nos. spans with 1200 mm diameter cast in situ bored piles & PSC girder super structure of 18.30 m between Dausa and Gangapur City section in connection with Dausa - Gangapur City new broad gauge line project at Jaipur

- Construction of broad gauge formation & minor bridges from chainage 41000 to 45000 between Dausa & Gangapur City sections of 18.30 m between Dausa-Gangapur City new broad gauge line projects

- Gauge conversion works from Tirunelveli to Tenkasi in Quilon - Tenkasi - Tirunelveli - Tiruchendur - Tenkasi - Virudhunagar, proposed earthwork in forming bank, cutting, re-grading, construction of major and minor bridges, construction of platforms, station buildings, passenger amenities, platform shelters, improvements to level crossings, providing lifting barriers and other miscellaneous works between Tirunelveli and Tenkasi junction stations

- Construction of new 2 lane highway from Km 38/00 to Km 71/00 in Mizoram to support Kaladan Multi Model Transit Transport Project in Phase A of SARDP-NE-Package No. MM-II

- Widening and strengthening of existing intermediate lane to two lane carriage way in Km 159.0 to Km 184.260 of National Highway 224, Orissa.

The Company is currently involved in developing the following real estate projects:

- Construction of residential township "Atlanta Enclave" at Shilphata, Thane

- Construction of commercial/residential building "ABT Apartment" at Malad (E), Mumbai

- Construction of residential buildings "Olympics Heights" at Jodhpur, Rajasthan

- Construction of residential building "Atlanta House" at Dwarka, Delhi

DIVIDEND

a) Preference Shares

The Board has declared 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 lacs (Rupees sixty two lacs fifty thousand only) for the year ended March 31, 2013.

b) Equity Shares

With a view to conserve resources for our business needs, your Directors have not recommended any dividend on equity shares for the year ended March 31, 2013.

FIXED DEPOSIT

During the year under review, the Company has accepted deposits under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975 within the prescribed limit.

The outstanding deposits at the beginning of the year i.e. on April 01, 2012 were Rs. 363.00 lacs. As on March 31, 2013, the outstanding deposits from public were Rs. 440.10 lacs.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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 the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on financial reporting of interest in Joint Venture and AS-23 on accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

In accordance with the General Circular no. 2/2011 dated February 08, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of your Company had passed a Resolution for giving its consent for not attaching the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Companies to the Balance Sheet of the Company for the year ended March 31, 2013. However, the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular.

The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will also be kept open for inspection at the registered office of the Company and that of the respective Subsidiary Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Dr. Samir Degan, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. You are requested to re-appoint him.

The Board appointed Mr. Vipul Amul Desai as an Additional Director under Section 260 of the Companies Act, 1956 with effect from 18th July, 2013. He will hold office, till the conclusion of the forthcoming Annual General Meeting of the Company.

Consequent upon the induction of Mr. Vipul Desai, the Board of Directors at their meeting held on 18th July, 2013 reconstituted its various committees.

Mr. Rikiin Bbarot has been re-designated from Executive Director to Joint Managing Director w.e.f. 18th July, 2013.

Mr. G. Viswanathan has resigned from the Directorship of the Company with effect from 25th July, 2013. The Board places on record its appreciation for the valuable contribution made by Mr. G. Viswanathan as an Independent Director.

The Board of Directors at its meeting held on 14th August, 2013 has re-designated Mr. Rajhoo Bbarot from Managing Director to Chairman & Managing Director.

None of the Directors are disqualified from being appointed/reappointed as Directors as specified in Section 274(1 )(g) of the Companies Act. 1956.

As required under clause 49 of the Listing Agreement, particulars of Directors seeking appointment, re-appointment at the ensuing Annual General Meeting have been given under Report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under revised Schedule VI to the Companies Act, 1956 have been followed along with the proper explanation relating to material departures;

(ii) that the Directors 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 as at March 31, 2013 and of the profits of the Company for the year ended on that date;

(iii) that the Directors had taken proper and sufficient care, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a ''going concern'' basis.

RECONCILIATION OF SHARE CAPITAL AUDIT

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit has been carried out at the specified period, by a Practicing Company Secretary.

AUDITORS

Pursuant to the provision of Clause 139 (2) of the proposed Companies Bill, 2013 regarding appointment and re-appointment of auditors, M/s. Suresh C. Maniar & Co., have conveyed their unwillingness to continue as Statutory Auditor of the Company w.e.f. 15th July, 2013. At the Extraordinary General Meeting held on 12th August, 2013, the casual vacancy created in the office of Auditor was filled by appointing M/s. Yardi Prabhu & Associates, Chartered Accountants, as new Statutory Auditor of the Company.

M/s. Yardi Prabhu & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of section 226 of the Companies Act, 1956.

Based on the recommendations of the Audit Committee, the Board of Directors of the Company proposes re-appointment of M/s. Yardi Prabhu & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting subsequent to the ensuing Annual General Meeting.

INDEPENDENT AUDITORS'' REPORT

Your Directors invite your attention to paragraph 5 of the Independent Auditors'' Report and paragraph 11 of Annexure to Independent Auditors'' Report issued by M/s. Suresh C. Maniar & Co. for F.Y. 2012-13 and clarify as under:-

Paragraph 5 of Independent Auditors'' Report:-

The Government of Maharashtra, Public Works Department (PWD) vide agreement dated 12.07.2000 originally awarded a contract of construction of Mumbra - Kausha By-pass Project on NH - 4, Mumbai Pune Road on Build, Operate & Transfer (BOT) basis for a concession period of 6 years and 9 months (including construction period) which was subsequently revised vide notification dated 27.12.2007 authorising the Company to collect the toll from the vehicles passing through the said road effective from 28.12.2007 to 11.09.2010 as per the supplementary agreement.

However, the Company made a representation before the Contracting Authority for enhancement of the concession period for various reasons including change in scope of work. Based on such representations, the Chief Engineer, PWD has recommended to the concerned authority for the enhancement of concession period from 10 years, 4 months and 25 days to 24 years, 1 month and 17 days.

In the previous year, the Company invoked arbitration before the Arbitral Tribunal to resolve the issue. In the mean time the Government of Maharashtra issued an interim notification extending the concession period from 11.09.2010 to 21.09.2014. Considering the interim notification and recommendation of the Chief Engineer, (PWD), Mumbai Region and also relying upon the legal opinion of a counsel, the management is reasonably certain about the enhancement of concession period as stated above.

In view of above, the concession assets / tolling rights are amortised in the manner whereby the total cost is written off over the proposed enhanced concession period of 24 years, 1 month and 17 days. The Company, therefore, amortised the toll collection rights at Rs. 6.24 crores, as against the amortisation of Rs. 32.33 crores based on the concession period notified by the Government of Maharashtra.

Paragraph 11 of Annexure to Independent Auditors'' Report:-

The Company''s request to lenders for reduction in interest rate from retrospective date and for reversal of such excess interest charged is pending. Pending such reversal of interest, higher rate has been charged. If interest at lower rate were considered, there would have been no overdues of interest and hence no delays in respect of interest. Similarly, in such cases our payment towards such excess interest charged would have got adjusted towards principal dues and there would have been no overdues of Principal and hence no delays in respect of Principal.

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 Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the 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 Report.

PARTICULARS OF EMPLOYEES

During the year under review, no employee was drawing remuneration within the meaning of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 in relation to conservation of energy and technology absorption are currently not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, there were neither foreign exchange earnings nor foreign exchange outgo.

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, vendors, regulatory and government authorities. Your Directors recognise and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Place: Mumbai Rajhoo Bbarot

Date: August 14, 2013 Chairman & Managing Director

Mar 31, 2012

The Directors are pleased to present the 29th Annual Report and the audited accounts for the financial year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2011-2012 2010-2011

Income 17,022.12 27,847.63

Profit before prior period adjustments 615.45 6486.22 and tax

Add: Prior period adjustments (excess 63.70 - amortisation of prior years written back)

Provision for taxation 291.17 1,960.78

Profit for the year 1,887.98 4,525.44

Add: Balance brought forward 8,133.24 4,986.55

Profit available for appropriation 10,021.22 9,511.99

Appropriation

(Rs.in Lacs)

Particulars 2011-2012 2010-2011

Proposed dividend on equity shares and 225.50 225.0 preference Shares

Tax on dividend 36.58 36.58

Transfer to Capital Redemption Reserve 116.67 116.67

Transfer to General Reserve 1,000.00 1,000.00

Balance of profit carried forward 8,642.47 8,133.24

BUSINESS OPERATION

During the year under review, the Company has achieved total income from operations of 717,022.12 lacs as compared to 7 27,847.63 lacs over that of last year. The Profit after Tax for the year was 7 1,887.98 lacs as compared to Rs.4,525.44 lacs over that of last year.

During the year under consideration, the major contacts executed by the company were:-

- Manwar - Mangod (Bandheri) and Sardarpur-Rajgarh-Bagh Package- 4 of Madhya Pradesh State Road Project - III length 100.06 Km

- Development and operation/ maintenance of the Mohania-Ara Section of NH-30 (Km.0.000 to Km.116.760), total length 117.000 Km through PPP on DBFOT basis

- Development and operation & maintenance of "Ropar - Chamkaur Sahib - Neelon - Doraha (up to NH - 1) Road" in the state of Punjab - length 54.735 Km.

- Construction, operation and maintenance of the Lucknow - Sultanpur section on National Highways NH-56 from 11.500 Km to 134.700 Km. in the state of Uttar Pradesh under NHDP Phase IVA through Public Private Partnership (PPP) on Design, Build, Finance, Operate and Transfer ("DBFOT) Toll Basis

- Construction of 12 Nos. major bridges having total 35 Nos. spans with 1200 mm diameter cast in situ bored piles & PSC girder super structure of 18.30 m between Dausa and Gangapur City section in connection with Dausa - Gangapur City new broad gauge line project at Jaipur

- Construction of broad gauge formation & minor bridges from chainage 41000 to 45000 between Dausa & Gangapur City sections of 18.30 m between Dausa-Gangapur City new broad gauge line projects

- Gauge conversion works from Tirunelveli to Tenkasi in Quilon - Tenkasi - Tirunelveli - Tiruchendur - Tenkasi - Virudhunagar, proposed earthwork in forming bank, cutting, re-grading, construction of major and minor bridges, construction of platforms, station buildings, passenger amenities, platform shelters, improvements to level crossings, providing lifting barriers and other miscellaneous works between Tirunelveli and Tenkasi junction stations

- Construction of rail infrastructure facility for transportation of coal from Naila railway station to proposed site of 2x500 MW of CSPGCL for Marwa TPP for Package-III

- Construction of earth work bridges supply of P-Way material, supply ballast and P-Way linking for proposed private railway siding taking off from Chacher railway station to in plant yard including in plant yard of NTPC Mauda, Dist. Nagpur, Maharashtra

- Widening & reconstruction of road at Shahdol-Singhpur -Turla- Pandaria road at SH-9 in the state of Madhya Pradesh

- Construction of new 2 lane highway from Km 38/00 to Km 71/00 in Mizoram to support Kaladan Multi Model Transit Transport Project in Phase A of SARDP-NE-Package No. MM-II

- Widening and strengthening of existing intermediate lane to two lane carriage way in Km 159.0 to Km 184260 of National Highway 224, Orissa

- Widening to 2 lane and improvement in Km 0/0 to Km 102/9 of Parlakhemundi-Udayagiri - Mohana Road SH-34 under LWE scheme, Parlakhemundi, Bhubaneswar, Orissa

- Improvement of existing single intermediate lane of NH-44 to 2 lane with paved shoulders from Km 230/200 to Km 247/00, Km 261/504 to Km 263/191 & Km 272/241 to Km 284/033 total length 30.28 Km under SARDP-NE, Phase -A in the state of Assam, by Government of Assam

- Extraction and transfer of coal by deploying surface miner and other mining equipments, by Mahanadi Coal Fields Ltd at Hingula OCP Hingula area

The Company is currently involved in developing the following real estate projects:

- Construction of residential township "Atlanta Enclave" at Shilphata, Thane

- Construction of commercial/residential building "ABT Apartment" at Malad (E), Mumbai

- Construction of residential buildings "Atlanta Olympic" at Jodhpur,, Rajasthan

- Construction of residential building "Atlanta House" at Dwarka,, Delhi

During the year under review, Atlanta Infra Assets Limited, Subsidiary Company of Atlanta Limited, received approval for commercial operation of Nagpur - Kondhali - Talegaon Section of National Highway No.6 (Mumbai - Kolkata Route) effective from 22nd September, 2011.

DIVIDEND

a) Preference Shares

The Board has declared dividend of Rs. 2.50 per share on 25,00,000, 25% Cumulative Redeemable Non Cumulative Preference Shares of Rs.10/- each amounting to Rs.62.50 lacs (Rupees sixty two lacs fifty thousand only) for the year ended March 31, 2012.

b) Equity Shares

Your Directors are pleased to recommend dividend @ 10% per share i.e. Rs. 0.20 per share on 8,15,00,000 equity shares with face value of Rs. 2/- each of the Company for the financial year ended March 31, 2012, amounting to Rs.163.00 lacs. The dividend will be paid to those members whose names appear in the Register of Members as on September 21, 2012. In respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners.

The proposed dividend payment on equity shares and preference shares would entail an outflow of Rs. 262.08 lacs including dividend tax.

FIXED DEPOSIT

During the year under review, the Company has accepted deposits under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975 within the prescribed limit. There were no outstanding deposits at the beginning of the year i.e. on April 01, 2011. As on March 31, 2012, the outstanding deposits from public were Rs.363.00 lacs

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's 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 the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on financial reporting of interest in Joint Venture and AS-23 on accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

In accordance with the general circular no. 2/2011 dated February 08, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

During the year under review, Mora Tollways Limited and Atlanta Ropar Tollways Private Limited (formerly known as ARSS Action Ropar Tollway Private Limited) have become step down Company of your Company.

DIRECTORS

In terms of the provisions of Sections 255 and 256 of the Companies Act, 1956 and Article 199 of Articles of Association of the Company, Mr. G. Viswanathan and Mr. Arpan Brahmbhatt, the Directors of the Company retire at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed as under:

(i) that in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under revised Schedule VI to the Companies Act, 1956 have been followed along with the proper explanation relating to material departures;

(ii) that the Directors 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 as at March 31, 2012 and of the profit of the Company for the year ended on that date;

(iii) that the Directors had taken proper and sufficient care, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a 'going concern' basis.

AUDITORS

M/s. Suresh C. Maniar & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re- appointment.

The Company has received a letter from them to the effect that their re- appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

AUDITORS' REPORT

Your Directors invite your attention to paragraph 5 of the Auditors' Report and paragraph 11 of Annexure to Auditors' Report for 2011-2012 and clarify as under:-

Paragraph 5 of Auditors' Report:-

The Government of Maharashtra, Public Works Department (PWD) vide agreement dated 12.07.2000, originally awarded a contract of construction of Mumbra Ã Kausha By-pass Project on NH Ã 4, Mumbai Pune Road on Build, Operate & Transfer (BOT) basis for a concession period of 6 years and 9 months (including construction period) which was subsequently revised vide notification dated 27.12.2007 authorising the Company to collect the toll from the vehicles passing through the said road effective from 28.12.2007 to 11.9.2010 as per the supplementary agreement.

However, the Company made a representation before the Contracting Authority for enhancement of the concession period for various reasons including change in scope of work. Based on such representations, the Chief Engineer of PWD has recommended to the concerned authority for the enhancement of concession period from 10 years, 4 months and 25 days to 24 years, 1 month and 17 days.

In the year under review, the Company invoked arbitration before the Arbitral Tribunal to resolve the issue. In the mean time the Government of Maharashtra issued an interim notification extending the concession period from 11.09.2010 to 21.09.2014. Considering the interim notification and recommendation of the Chief Engineer, (PWD), Mumbai Region and also relying upon the legal opinion of a counsel, the management is reasonably certain about the enhancement of concession period as stated above.

In view of above, the concession assets / tolling rights are amortised in the manner whereby the total cost is written off over the proposed enhanced concession period of 24 years, 1 month and 17 days. The Company, therefore, amortised the toll collection rights at Rs. 4.85 crores, as against the amortisation of Rs. 25.96 crores based on the concession period notified by the Government of Maharashtra.

Paragraph 11 of Annexure to Auditors' Report:-

Pending crystallisation of spread of interest rate, processing fees and other service charges levied by the bank, the Company has paid an amount of Rs. 67,68,639/- on an adhoc basis has, out of the total amount of interest and other charges aggregating to Rs. 1,75,38,131/- and withheld the balance amount of Rs.1,07,69,492/- till the final outcome in the matter.

Further the Company has withheld the payment and interest amount to the bank in view of the suit filed by the Company in the Honorable High Court of Bombay contesting that the amount in question is on account of derivative transactions which, in the opinion of the Company is bad, illegal and nonest and the Company is not liable to pay any amount under the derivative transactions. Pending the ultimate outcome in the suit, the Company has withheld the payment of the disputed amount.

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 Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the 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 Report.

PARTICULARS OF EMPLOYEES

During the year under review, no employee was drawing remuneration within the meaning of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 in relation to conservation of energy and technology absorption are currently not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, there were no foreign exchange earnings. The foreign exchange outgo was Rs. 1,33,227/- .

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, vendors, regulatory and government authorities. Your Directors recognise and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

sd/- sd/-

Rajhoo Bbarot Rikiin Bbarot

Managing Director Executive Director

Place: Mumbai

Date : May 25, 2012

Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 28th Annual Report and the audited accounts for the financial year ended March 31, 2011.

FINANCIAL RESULTS

(Rs in Lacs)

Particulars 2010-2011 2009-2010

Income 27,847.63 19,797.26

Profit before Taxation 6486.21 5175.30

Provision for Taxation 1960.78 1050.06

Profit after Taxation 4525.44 4125.24

Add: Balance brought forward 4986.55 2050.23

Profit available for appropriation 9512.00 6175.47

Appropriation

(Rs in Lacs)

Particulars 2010-2011 2009-2010

Proposed Dividend on Equity Shares 225.50 225.50

Tax on Dividend 36.58 37.45

Proposed Dividend & Income tax thereon Reversed (2009-10) Nil (190.70)

Transfer to Capital Redemption Reserve 116.67 116.67

Transferred to General Reserve 1000.00 1000.00

Balance of profit carried forward 8133.24 4986.55

CAPITAL STRUCTURE

Pursuant to the approval of shareholders at 27th Annual General Meeting of the Company held on September 30, 2010 the equity shares of the Company were sub divided from Rs 10/- (ten) each to 2/- (two) each with effect from November 09, 2010.

DIVIDEND

a) Preference Shares

The Board has declared dividend of Rs 2.5 per share on 25,00,000, 25% Cumulative Redeemable Preference Shares of Rs 10/- each amounting to Rs 62,50,000/- (Rupees sixty two lakhs fifty thousand) for the year ended March 31, 2011.

b) Equity Shares

Your Directors are pleased to recommend dividend @ 10% per share i.e. 0.2 paise per share on 8,15,00,000 equity shares with face value of Rs 2/- each of the Company for the financial year ended March 31, 2011, amounting to Rs 163 lacs. The dividend will be paid to members whose names appear in the Register of Members as on September 21, 2011; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners.

The proposed dividend payment on equity shares and preference shares would entail an outflow of Rs 262.08 lacs including dividend tax.

BUSINESS OPERATION

During the year under review, the Company has achieved total income from operations of Rs 27,847.63 lacs (previous year 19,797.26 lacs) translating into a growth of 40.66%. The Profit after Tax grew by 9.7% from Rs 4,125.26 lacs in the previous year to Rs 4,525.44 lacs in the current year. In spite of increase in the prices of various raw materials, the Company has managed to achieve a healthy operating margin of 36.35%.

The Company is presently executing following major contracts:

- Extraction and transfer of coal by deploying surface miner and other mining equipments, by Mahanadi Coal Fields Ltd, at Hingula OCP Hingula area.

- Construction of 12 Nos. major bridges having total 35 Nos. spans with 1200 mm diameter cast in situ bored piles & PSC girder super structure of 18.30 m between Dausa and Gangapur City section in connection with Dausa - Gangapur City New Broad Gauge line project at Jaipur.

- Construction of broad guage formation & minor bridges from chainage 41000 to 45000 between Dausa & Gangapur City section of 18.30 m between Dausa-Gangapur City new broad guage line project.

- Gauge conversion works from Tirunelveli to Tenkasi in Quilon - Tenkasi - Tirunelveli - Tiruchendur - Tenkasi - Virudhunagar, proposed earthwork in forming bank, cutting, re-grading, construction of major and minor bridges, construction of platforms, station buildings, passenger amenities, platform shelters, improvements to level crossings, providing lifting barriers and other miscellaneous works between Tirunelveli and Tenkasi junction stations.

- Construction of rail infrastructure facility for transportation of coal from Naila Railway station to proposed site of 2x500 MW of CSPGCL for Marwa TPP for Package-III.

- Construction of earth work bridges supply of P-Way Material, supply ballast and P-Way linking for proposed private railway siding taking off from Chacher Railway station to inplant yard including inplant yard of NTPC Mauda, Dist Nagpur, Maharashtra.

- Improvement, operation, and maintenance including strengthening and widening of existing 2-Lane road to 4-lane dual carriageway from Km 9.200 to Km 50.000 of NH-6 (Nagpur -Kondhali Section ) in Maharashtra.

- Widening & reconstruction of road at Shahdol-Singhpur -Turla- Pandaria Road at SH-9 in the state of Madhya Pradesh.

- Construction of new 2 lane highway from Km 38/00 to Km 71/00 in Mizoram to support Kaladan Multi Model Transit Transport Project in Phase A of SARDP-NE-Package No. MM-II.

- Widening and strengthening of existing intermediate lane to two lane carriage way in km 159.0 to Km 184.260 of National Highway 224, Orissa.

- Widening to 2 lane and improvement in Km 0/0 to Km 102/9 of Parlakhemundi-Udayagiri-Mohana Road SH-34 under LWE scheme, Parlakhemundi, Bhubaneswar, Orissa.

- Improvement of existing single intermediate lane of NH-44, to 2 lane with paved shoulders from km 230/200 to km 247/00, km 261/504 to km 263/191 & km 272/241 to km 284/033 total length 30.28 km under SARDP-NE , Phase -A in the State of Assam, by Government of Assam

The Company is currently involved in developing the following real estate projects:

- Construction of residential township "Atlanta Enclave" at Shilphata, Thane.

- Construction of Commercial/Residential Building "ABT Apartment" at Malad (E), Mumbai.

- Construction of Residential Buildings "Atlanta Olympic" at Jodhpur, Rajasthan.

- Construction of Residential Building "Atlanta House" at Dwarka, Delhi.

- Construction of Residential Building "Atlanta Heights" at Kandivali (W), Mumbai.

The Company is preferred bidder for the following project:

- Development and operation/ maintenance of the Mohania-Ara Section of NH-30 (Km.0.000 to Km.116.760), total length 117.000 Km through PPP on DBFOT basis.

The Company is a preferred bidder for the following projects in consortium:

- Manwar-Mangod (Bandheri) and Sardarpur-Rajgarh-Bagh Package- 4 of Madhya Pradesh State Road Project - III. Length 100.06 Km

- Agar-Barod-A lot-Jawra Package - 5 of Madhya Pradesh State Road Project - III -Length 108.70 Km

- Development and operation & Maintenance of "Ropar - Chamkur Sahib - Neelon - Doraha (up to NH - 1) Road" in the State of Punjab - Length 54 Km

DIRECTORS

In terms of the provisions of Sections 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Rikiin Bbarot and Dr. Samir Degan retire at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Mr. Rikiin Bbarot was re-appointed as Executive Director with effect from January 01, 2011 for a further period of 5 (five) years on such terms and conditions as set out in the Explanatory Statement annexed to the notice of the forthcoming Annual General Meeting subject to the approval of shareholders in the said Annual General Meeting.

AUDITORS

M/s Suresh C. Maniar & Co. Chartered Accountants, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

AUDITORS' REPORT

Your Directors invite your attention to paragraphs 5(a) and 5(b) of the Auditors' Report for 2010-2011 and clarify as under:-

(a) The Government of Maharashtra, Public Works Department (PWD) vide agreement dated 18.10.2000 originally awarded a contract of construction of Mumbra - Kausha By-pass Project on NH - 4, Mumbai Pune Road on Built, Operate & Transfer (BOT) basis for a concession period of 6 years and 9 months (including construction period).

Subsequently, due to change in the scope of work, a supplementary agreement dated 11.5.2005 was entered which increased the concession period to 10 years, 4 months and 25 days.

The Government of Maharashtra vide Notification dated 27.12.2007 authorised the Company to collect the toll from the vehicles passing through the said road effective from 28.12.2007 to 11.9.2010 as per the supplementary agreement.

However, the Company made a representation before the Contracting Authority for enhancement of the concession period for various reasons including change in scope of work. Based on such representations, the PWD has recommended to the concerned Authority the enhancement of concession period from 10 years, 4 months and 25 days to 24 years, 1 month and 17 days.

In the year under review the Company referred the matter before the Arbitral Tribunal to resolve the issue. In the mean time the Government of Maharashtra issued an interim Notification extending the concession period from 11.09.2010 to 21.09.2014. Considering the Interim Notification and recommendation of the

Chief Engineer (PWD), Mumbai Region and also relying upon the legal opinion of a counsel, the management is reasonably certain about the enhancement of concession period as stated above. In view of this, the toll collection rights are amortized in the manner whereby the total cost of the project i.e. Rs 156.59 crores is written off over the proposed enhanced concession period of 24 years, 1 months and 17 days. The Company, therefore, amortized the toll collection rights at Rs 8.64 crores, as against the amortization of Rs 21.75 crores based on the concession period notified by the Government of Maharashtra.

(b) Provision of mark to market loss has not been made in the accounts in line with the accounting policy for foreign currency transactions where income and expenses on accounts of foreign exchange derivatives contract are recognized on settlement in the profit and loss account in the reporting period. Mark to market loss for portion of the derivative contract already settled during the year has been recognized.

FIXED DEPOSIT

During the year under review, the Company has accepted deposits under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975 within the prescribed limit. The deposits which were outstanding at the beginning of the year i.e. on April 01, 2010 and that accepted during the year have been fully repaid. As on March 31, 2011 there were no outstanding deposits from public.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed as under:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

(ii) that 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 of the Company for that period;

(iii) that the Directors had taken proper and sufficient care, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the 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 this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

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 the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on reporting of interest in Joint Venture and AS-23 on accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

In accordance with the general circular no. 2/2011 dated February 08, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

PARTICULARS OF EMPLOYEES

Information required to be furnished under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 in relation to conservation of energy and technology absorption are currently not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company had no foreign exchange earnings and outgo.

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, vendors, regulatory and government authorities. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

sd/- sd/- Rajhoo Bbarot Rikiin Bbarot

Managing Director Executive Director

Place: Mumbai

Date: May 27, 2011

Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS:

(Amt in Lacs)

Particulars 2009-2010 2008-2009

Value of work executed 19,797.26 19,432.41

Profit before Taxation 5175.30 2,436.93

Provision for Taxation 1050.06 500.00

Profit after Taxation 4125.24 1,936.93

Add: Balance brought forward 2050.23 2,093.79

Profit available for appropriation 6175.47 4,030.72

Appropriation:

Particulars 2009-2010 2008-2009

Proposed Dividend on Equity Shares 225.50 225.50

Tax on Dividend 37.45 38.32

Proposed Dividend & Income tax thereon (190.70) -

Reversed (2008-09)

Transfer to Capital Redemption Reserve 116.67 116.67

Transferred to General Reserve 1000.00 1,600.00

Balance of profit carried forward 4986.55 2050.23

DIVIDEND:

Preference Shares

The Board recommends a dividend of Rs. 2.50 per share on 25,00,000, 25% Cumulative Redeemable Preference Shares of Rs. 10/- each amounting to Rs. 62.50 lacs for the year ended 31st March, 2010.

Equity Shares

Your Directors are pleased to recommend a dividend of Rs.1/- per Equity Share of Rs. 10/- each, for the financial year ended 31st March, 2010.

The proposed dividend payment on equity shares and preference shares would entail an outflow of Rs.262.95 including dividend tax.

BUSINESS OPERATION:

During the year under review, Company has executed net value of work to the tune of Rs. 19,797.26 Lacs (previous year 19432.41 Lacs) registering an increase of 1.88% and registered Profit after Tax Rs. 4125.24 Lacs (previous year Rs. 1936.92 lacs)

The Company is presently executing following major contracts:

- Construction of Broad Gauge Formation & Minor bridges from chainage 41000.00 to 45000.00 between Dausa & Lalsot in Connection with Dausa-Gangapur City New Broad Gauge Line Project.

- Improvement, Operation and Maintenance including strengthening and widening of existing 2 lane road to 4 lane dual carriageway from Km.9.200 to Km.50.000 of NH-6 (Nagpur- Kondhali Section) in the State of Maharashtra.

- Infrastructure Development of Dahej SEZ Limited at GIDC, Dahej.

- Construction of 12 nos. Major bridges having total 35 spans with 1200 mm diameter cast in situ bored piles & PSC girder super structure of 18.30m between Dausa & Gangpur city section in Connection with Dausa-Gangapur City New Broad Gauge Line Project.

- Gauge Conversion works from Tiruneveli -Tiruchendue - Tenkasi Virudhngagar proposed Earthwork in forming bank, Cutting, re- garding Construction of Major and minor Bridges, Construction of platforms, station Buildings, Passenger Amenities, Platform Shelters, Improvement to Level Crossings, Proving Lifting barriers and other Misc. works between Tiruneveli and Tenkasi Junction Stations.

- Construction of Rail Infrastructure Facility for transportation of Coal from Naila Railway Station to proposed site of 2x500 MW of CSPGCL for Marwa TPP for Package-III.

- Widening and Reconstruction of Shahdol-Singhpur-Turla- Pandarla Road (SH-9) in the State of Madhya Pradesh.

- Extraction & Transfer of Coal / Coal Measure Strata by deploying "Surface MinersÃ on hiring basis at Hingula OCP of Hingula Area.

- Deployment and Operation of suitable capacity of Surface Miner(s) and allied equipments for cutting of coal / coal measure strata and its associated works at Chhal OC Project - Raigarh Area.

- Deployment and operation of suitable capacity of Surface Miner(s) & allied equipments for cutting of Coal / Coal Measure Strata and its associated works at Baroud OC Project - Raigarh Area.

The Company is currently involved in following Real Estate Projects:

- Construction of Residential Buildings ÃAtlanta EnclaveÃ situated at Shilphata, Thane.

- Construction of Commercial Building ÃAtlanta CentreÃ situated at Goregaon (E), Mumbai.

- Construction of Commercial/Residential Building ÃABT ApartmentÃ situated at Malad (E), Mumbai.

- Construction of Shopping Mall ÃAtlanta V MallÃ situated at Jodhpur, Rajasthan.

Moreover, Company in Consortium is Preferred lowest Bidder for the following Projects:

- Construction of New 2-lane highway from Km. 38.00 to Km.71 in Mizoram to support Kaladan Multi Model Transit Transportation Project in Phase A of SARDP-NE package-II.

- Construction of earthwork, Bridges, Supply of P-Way Material, Supply of Ballast and P-Way linking for proposed private railway siding taking off from Chacher railway station to inplant yard and including inplant yard of NTPC Mauda (but excluding works within railway boundary and excluding rail over rail bridge) Dist Nagpur (Maharashtra State).

DIRECTORS:

In terms of the provisions of Sections 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Arpan Brahmbhatt retire at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Mr. G. Radhakrishnan resigned from the office of Director of the Company with effect from 11th December, 2009. The Board wishes to place on record the valuable contribution made by him during his tenure as Director of the Company.

AUDITORS:

M/s Suresh C. Maniar & Co. Chartered Accountants, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956. You are requested to appoint the Auditors for the Current year.

AUDITORS REPORT:

Your Directors would like to invite your attention to paragraph 5 (a) and 5 (b) of the AuditorsÃ Report and clarify as under:-

(a) The Government of Maharashtra, Public Works Department (PWD) vide agreement dated 18.10.2000 originally awarded a contract of construction of Mumbra - Kausha By-pass Project on NH - 4, Mumbai Pune Road on Built, Operate & Transfer (BOT) basis for a concession period of 6 years and 9 months (including construction period).

Subsequently, due to change in the scope of work, a supplementary agreement dated 11.5.2005 was entered which increased the concession period to 10 years, 4 months and 25 days.

The Government of Maharashtra vide Notification dated 27.12.2007 authorised the company to collect the toll from the vehicles passing through the said road effective from 28.12.2007 to 11.9.2010 as per the supplementary agreement.

However, the company made a representation before the Contracting Authority for enhancement of the concession period for various reasons including change in scope of work. Based on such representations, the PWD has recommended to the concerned Authority the enhancement of concession period from 10 years, 4 months and 25 days to 24 years, 1 months and 17 days.

In the year under review the company referred the matter before the Arbitral Tribunal to resolve the issue. In the mean time the Government of Maharashtra issued an interim Notification extending the concession period from 11-09-2010 to 21-09- 2014.Considering the interim Notification and recommendation of the Chief Engineer (PWD),Mumbai Region and also relying upon the legal opinion of a counsel, the management is reasonably certain about the enhancement of concession period as stated above. In view of this, the toll collection rights are amortized in the manner whereby the total cost of the project i.e. Rs.142.27 crores is written off over the proposed enhanced concession period of 24 years, 1 months and 17 days. The company, therefore, amortized the toll collection rights at Rs.8.49 crores, as against the amortization of Rs.21.18 crores based on the concession period notified by the Government of Maharashtra.

(b) Provision of mark to market loss has not been made in the Accounts in line with the Accounting policy for foreign currency transactions where income and expenses on accounts of foreign exchange derivatives contract are recognized on settlement in the profit and loss account in the reporting period. Mark to market loss for portion of the derivative contract already settled during the year has already been recognized.

FIXED DEPOSIT:

During the year under review, the Company has accepted unsecured loan which comes under deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975 within the prescribed limit. As on 31st March, 2010 deposits from public stands at Rs. 40,00,000/-

STATUS OF SEBI ORDER:

SEBI vide its order dated 25th November,2009 revoked its adjudicating proceeding against the Company and Mr. Rajhoo Bbarot, in view of the non-violation of provisions of Prohibition of Fraudulent and Unfair Trade Practices Regulations,2003.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your DirectorsÃ subscribes to the Ã DirectorsÃ Responsibility StatementÃ and confirm as under:- (1) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departure.

(2) That the DirectorsÃ 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 end of the financial year and of the profit of the Company for that period;

(3) That the Directors had taken proper and sufficient care, for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(4) That the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

Information required to be furnished under section 217(2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rules,1975 is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 in relation to Conservation of Energy and Technology Absorption are currently not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company had no foreign exchange earnings and outgo.

SUBSIDIARY:

The audited statements of accounts of Balaji Toll Ways Limited, Subsidiary Company, together with the Reports of the Board of Directors and Auditors for the year ended 31st March, 2010 are attached as required under Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on reporting of interest in Joint Venture and AS-23 on accounting for Investments in Associates, your Directors provide the audited Consolidated Financial Statements in the Annual Report.

CORPORATE GOVERNANCE:

Information on corporate governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges together with Auditors Certificate for compliances thereof is given in a separate report.

ManagementÃs Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

CONCLUSION:

Your Directors would like to acknowledge and place on record their sincere appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and government authorities. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Rajhoo Bbarot Rikiin Bbarot

Managing Director Executive Director

Date: 29th May, 2010 Place: Mumbai

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