TO THE MEMBERS
Your Directors are pleased to present the 27th Annual Report of the Company togetherwith the Standalone Audited Financial Statements of Accounts for the year ended March 312017.
1. FINANCIAL RESULTS
| || ||(Rs. In Lacs) |
|Particulars ||2016-2017 ||2015-2016 |
|Gross Income ||868.34 ||2147.47 |
|Profit/ (Loss) before tax and Exceptional items ||(814.25) ||(497.25) |
|Less: Exceptional items ||181.14 ||209.26 |
|Profit/ (Loss) before tax ||(995.39) ||(706.51) |
|Less: Tax Expenses ||(80.17) ||(67.48) |
|Profit/ Loss after tax ||(931.22) ||(639.03) |
2. REVIEW OF BUSINESS OPERATION
The Company is engaged in the business domestic retail trade of gold jewellery andother precious metal ornaments. During the year the revenue from operations was Rs.868.34 Lacs as compared to the revenue of Rs. 2147.47 Lacs in the year 2015-16. Thecurrent year Loss after tax Rs. 931.22 Lacs as compared to the Loss after tax of last yearof Rs. 639.03 Lacs.
In view of the loss your Directors regret their inability to recommend dividend forthe Financial Year 2016-17.
4. MATERIAL CHANGES AFFECTING FINANCIAL POSITIONS OF THE COMPANY
No material changes have occurred and commitments made affecting the financialposition of the company between the end of the financial year of the company and the dateof this report.
There is no order passed by any regulator or court or tribunal against the companyimpacting the going concern concept or future operations of the company.
5. RESERVES AND SURPLUS
During the Financial Year 2016-17 the company has not transferred any amount to itsReserves and Surplus.
6. SHARE CAPITAL
The Authorised Share Capital of the Company is Rs. 2000000000/- (Rupees Two HundredCrore) comprising 200000000 (Twenty Crore) Equity Shares of Rs. 10 (Rupees Ten) each.The Issued Subscribed and Paid-up Equity Share Capital of the Company is Rs.1006545330/- (Rupees One Hundred Crore Sixty Five Lacs Forty Five Thousand ThreeHundred and Thirty) consisting of 100654533 (Ten Crore Six Lacs Fifty Four ThousandFive Hundred Thirty Three) Equity Shares of Rs. 10 (Rupees Ten) each.
The Company has not allotted any shares during the year under review.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board made following appointments based on the recommendation of the Nomination& Remuneration Committee:
Appointment of Mr. Bashyakar Mattapalli as an Additional Director in thecapacity of Independent Director of the Company effective March 05 2017.
Appointment of Ms. Mandira Mutum as an Additional Director in the capacity ofExecutive Director-Quality & HR of the Company effective April 01 2017.
Appointment of Ms. Mandira Mutum Executive Director-Quality & HR as WholeTime Director (KMP) of the Company effective June 10 2017.
The Company has received notices under Section 160 of the Companies Act 2013 frommembers signifying their intention to propose the candidatures of Mr. Bashyakar Mattapalliand Ms. Mandira Mutum for the office of Director.
The information on the particulars of Director eligible for appointment in terms ofRegulation 33 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 has been provided in the Explanatory Statement of the notice convening the AnnualGeneral Meeting.
As per the provisions of the Companies Act 2013 Ms. Mandira Mutum will retire byrotation at the ensuing AGM and being eligible offered herself for re-appointment. TheBoard recommends her re-appointment.
Retirements and Resignations
Mr. Sunil Pant. Independent Director of the Company has resigned w.e.f. November 072016. The Board conveyed its appreciation for the services rendered by him during histenure of directorship.
Further details regarding Board of Directors are given in the Corporate GovernanceReport forming part of this Annual Report.
8. INDEPENDENT DIRECTORS DECLARATION
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible toact as Independent Directors.
9. BOARD MEETINGS
The details of number and dates of meetings held by the Board and its Committeesattendance of Directors and sitting fee/ commission/ remuneration paid to them is givenseparately in the Corporate Governance Report.
10. EVALUATION OF THE BOARD'S PERFORMANCE
In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review. More details on the same are givenin the Corporate Governance Report.
11. REMUNERATION POLICY
The company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. More details on the same are given in the Corporate Governance Report.
12. STAKEHOLDER RELATIONSHIP COMMITTEE
Stakeholder Relationship Committee comprises of Mr. K. Mohandas as Chairman Dr. (Mr.)Sunil Kumar Gupta Mr. Bashyakar Mattapalli Ms. Reema Jain and Mr. Nanda KumaranPuthezhath as members. The details of term of reference of the Committee member dates ofmeeting held and attendance of the Directors are given separately in the CorporateGovernance Report.
13. AUDIT COMMITTEE
The Audit Committee comprises of Dr. (Mr.) Sunil Kumar Gupta as Chairman Mr. BashyakarMattapalli Ms. Reema Jain and Mr. Nanda Kumaran Puthezhath as members. The details ofterm of reference of the Audit Committee member dates of meeting held and attendance ofthe Directors are given separately in the Corporate Governance Report.
14. NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee comprises of Ms. Reema Jain as ChairpersonDr. (Mr.) Sunil Kumar Gupta Mr. Mohandas K and Mr. Bashyakar Mattapalli as members. Thedetails of term of reference of the Nomination & Remuneration Committee member datesof meeting held and attendance of the Directors are given separately in the CorporateGovernance Report.
15. VIGIL MECHANISM
The company has a vigil mechanism for Directors and Employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the company's Code ofConduct. The mechanism provides for adequate safeguards against victimization of Directorsand employees who avail of the mechanism. In exceptional cases Directors and employeeshave direct access to the Chairman of the Audit Committee.
The Vigil Mechanism [VIGIL MECHANISM POLICY (VMP)] is available on the company'swebsite.
16. CODE OF CONDUCT
Directors Key Managerial Personnel and senior management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors and employees of theCompany and the declaration in this regard made by the Managing Director is attached asANNEXURE-I which forms a part of this Report of the Directors. The Code of Conduct isavailable on the Company's website.
17. DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The company has a policy which has been made part to the ATLAS Code of Business Conductand Ethics applicable to all the employees of the Company on prohibition prevention andredressal of Sexual Harassment of women at workplace and matters connected therewith orincidental thereto covering all the aspects as contained under "The Sexual Harassmentof women at workplace (Prohibition Prevention and Redressal) Act 2013".
During the financial year 2016-17 no complaint was received under the policy.
18. PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 134(3)(q) and Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 regarding employees is given inANNEXURE-II.
19. AUDITORS AND AUDITORS' REPORT
The auditors M/s. A. Kay. Mehra & Co. Chartered Accountants (FRN: 050004C) retireat the ensuing Annual General Meeting and being eligible offer themselves forre-appointment for a period of 1 year from the conclusion of this Annual General Meeting[AGM] till the conclusion of the next AGM to be held in year 2018. They have confirmedtheir eligibility under Section 141 of the Companies Act 2013 and the Rules framed thereunder for re-appointment as auditors of the Company. The Members are requested to confirmthe re-appointment of Statutory Auditors.
There are no qualifications or reservation or remarks made by the Auditors in theirReport.
20. COST AUDIT
The Cost Audit is not applicable on your Company.
21. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Parveen Rastogi & Co. Practicing Company Secretaries (CoP No. 2883)to undertake the Secretarial Audit of the Company for the financial year 2016-17. Thereport of the Secretarial Auditors is annexed as ANNEXURE-III to this report.
There are no qualifications or observations or remarks made by the Secretarial Auditorin their Report.
22. LOANS GUARANTEES OR INVESTMENT
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
23. FIXED DEPOSIT
Your company has not accepted any fixed deposit and accordingly no amount wasoutstanding as at the Balance Sheet date.
The Company does not have any subsidiary within the meaning of the Companies Act 2013
25. RELATED PARTY TRANSACTIONS
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 and Regulation 23 of the SEBI (Listing ObligationsDisclosure Requirements) Regulations 2015 during the year under review.
26. EXTRACT OF ANNUAL RETURN
The particulars required to be furnished under Section 134(3)(a) of the Companies Act2013 read with Companies (Management and Administration) Rules 2014 as prescribed in FormNo. MGT-9 is given in ANNEXURE-IV.
27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
The particulars required to be furnished under Section 134(3)(m) of the Companies Act2013 are set out in ANNEXURE-V which forms part of the report.
The equity shares of your Company are listed with the Bombay Stock Exchange AhmedabadStock Exchange Jaipur Stock Exchange and Delhi Stock Exchange (Jaipur Stock Exchange andDelhi Stock Exchange were de-recognized by SEBI w.e.f. March 23 2015 and January 23 2017respectively).
29. DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid. Ason March 31 2017 98.75% of the share capital stands dematerialized.
30. CORPORATE GOVERNANCE
As per the applicable provisions of Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a detailed Corporate Governance Report hasbeen given in this Report. A certificate from Practicing Chartered Accountant confirmingcompliance with the conditions of Corporate Governance as stipulated under Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed asANNEXURE-VI.
31. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report as required by Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 has been given inthis Report
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant or material orders passed by the Regulators Courts orTribunals which impact the going concern status of the Company and its future operations.
33. DIRECTOR'S RESPONSIBILITY STATEMENT
Your Directors wish to inform Members that the Audited Accounts containing FinancialStatements for the Financial Year 2016-17 are in conformity with the requirements of theCompanies Act 2013. They believe that the Financial Statements reflect fairly the formand substance of transactions carried out during the year and reasonably present theCompany's financial condition and results of operation.
In terms of provisions of Section 134(3)(c) of the Companies Act 2013 your Directorsfurther confirm as under:
i. That in preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii. That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialperiod and of profit or loss of the Company for that period;
iii. That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv. That the Directors have prepared the annual accounts on a "going concernbasis".
v. That the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. That the Directors had devised proper system to ensure compliance with theprovision of all applicable laws and that such systems were adequate and operatingeffectively.
The Company's Internal Auditors have conducted periodic audits to provide reasonableassurance that the Company's approved policies and procedures have been followed.
34. GREEN INITIATIVE
Electronic copies of the Annual Report 2016-17 and the Notice of the 27th AnnualGeneral Meeting are sent to all the members whose email address with the Company ordepository participant(s). For members who have not registered their email addressphysical copies are sent in the permitted mode.
35. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion and Analysis Reportdescribing the Company's objectives expectations or forecasts may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include the status of the promoters change ingovernment regulations tax laws economic developments within the country and otherfactors such as litigation arrangement of funds.
Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Company's employees at all levels.
|Date: August 24 2017 ||For and on behalf of the Board of Directors |
|Place: Bangalore ||For ATLAS Jewellery India Limited |
| ||Sd/- |
| ||(Nanda Kumaran Puthezhath) |
| ||Non-Executive Chairman |
| ||DIN: 02547619 |