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Atlas Jewellery India Ltd.

BSE: 514394 Sector: Consumer
NSE: N.A. ISIN Code: INE022N01019
BSE 00:00 | 20 Feb 63.20 1.20
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NSE 05:30 | 01 Jan Atlas Jewellery India Ltd
OPEN 63.20
PREVIOUS CLOSE 62.00
VOLUME 2108
52-Week high 141.35
52-Week low 8.73
P/E
Mkt Cap.(Rs cr) 636
Buy Price 63.20
Buy Qty 39712.00
Sell Price 63.20
Sell Qty 2.00
OPEN 63.20
CLOSE 62.00
VOLUME 2108
52-Week high 141.35
52-Week low 8.73
P/E
Mkt Cap.(Rs cr) 636
Buy Price 63.20
Buy Qty 39712.00
Sell Price 63.20
Sell Qty 2.00

Atlas Jewellery India Ltd. (ATLASJEWELLERY) - Director Report

Company director report

TO

THE MEMBERS

Your Directors are pleased to present the 29th Annual Report of the Companytogether with the Standalone Audited Financial Statements of Accounts for the year endedMarch 31 2019.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

A summary of the Company's financial results for the Financial Year 2018-19 is as under

(Rs. In Lacs)

Particulars 2018-19 2017-18
Gross Income 1182.35 728.54
Profit/ (Loss) before tax 571.81 (319.07)
and Exceptional items
Less: Exceptional items - 27.73
Profit/ (Loss) before tax 571.81 (346.80)
Less: Tax Expenses (28.41) (52.65)
Profit/ Loss after tax 543.40 (399.45)

Gross Revenue from domestic operations for FY 2019 was Rs.1182.35 lacs (Previous Year:Rs.728.54). The Net Profits for the Current

Year stood at Rs.543.40 lacs against Rs. (399.45) reported in the previous year.

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.

2. DIVIDEND AND RESERVES

In view of current financial position of the company your Directors regret theirinability to recommend dividend for the Financial Year 2018-19. During the year underreview the Company has transferred Rs. 156475/- to General Reserves.

3. SHARE CAPITAL

The paid-up Equity Share Capital as at March 31 2019 stood at 100.65 crore. Duringthe year under review the Company has not issued shares or convertible securities orshares with differential voting rights nor has granted any stock options or sweat equityor warrants. As on March 31 2019 none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company.

4. FIXED DEPOSIT

Your company has not accepted any fixed deposit and accordingly no amount wasoutstanding as at the Balance Sheet date.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THEFINANCIAL YEAR AND DATE OF REPORT

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.

6. SIGNIFICANT AND MATERIAL ORDERS

There are no significant passed by any regulator or court or tribunal against thecompany impacting the going concern concept or future operations of the company.

7. PARTICULARS OF LOANS GUARANTEES AND 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.

8. ADEQUACY OF INTERNAL CONTROLS AND COMPLIANCE WITH LAW

The Company during the year has reviewed its Internal Financial Control (IFC) systemsand has continually contributed to establishment of more robust and IFC frameworkprescribed under the ambit of Section 134(5)(e) of the Companies Act 2013. Thepreparation and presentation of the financial statements is pursuant to the controlcriteria defined considering the essential components of Internal Control- as provided inthe "Guidance Note on Audit of Internal Financial Controls over Financial Reporting'sissued by the Institute of Chartered Accountants of India." The control criteriaensure that orderly and efficient conduct of the Company's business including adherence toits polices the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information.

There are no instances of fraud which necessitates reporting of material misstatementto the Company's operations.

There has been no communication from regulatory agencies concerning non-compliance withor deficiencies in financial reporting practices.

9. RELATED PARTY TRANSACTIONS

There were no contract or arrangements entered into with related parties as definedunder Section 188 of the Companies Act 2013 and Regulation 23 of the SEBI (ListingObligations Disclosure Requirements) Regulations 2015 during the year under review.

10. SUBSIDIARIES

The Company does not have any subsidiary within the meaning of the Companies Act 2013.

11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

Information as required to be given under Section 134(3)(m) read with Rules 8(3) of theCompanies (Accounts) Rules 2014 is provided in Annexure- "A" formingpart of this Board Report.

Members are requested to refer to page 14 of this Annual Report

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Dr. Sunil Kumar Gupta Mr. Bashyakar Mattapalli Mr. Mohandas and Ms. Reema Jainwere the Independent Directors during the Financial Year 2018-19 and all have givendeclarations that they continue to meet the criteria of independence as laid down undersection 149(6) of the Companies Act 2013 and regulations 16(1)(b) of the LODR Regulationsand that they are not debarred form holding the office of director by virtue of any SEBIorder or any other such authority.

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.

The Board on the basis of the recommendation made by the Nomination and RemunerationCommittee has recommended for your approval the re-appointment of Ms. Mandira Mutum asWhole Time Director of the Company from 1st April 2019 to 31st March2020.

The information on the particulars of Director eligible for appointment in terms ofRegulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 has been provided in the Explanatory Statement of the notice convening the AnnualGeneral Meeting.

None of the Directors is related to each other within the meaning of the term"relative" as per Section 2(77) of the Companies Act 2013.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

This information is given in Annexure- "B"- Report on CorporateGovernance forming part of this Board Report.

Members are requested to refer to pages 15 to 18 of this Annual Report

14. AUDIT COMMITTEE

The Company has in place an Audit Committee in terms of the requirements of theCompanies Act 2013 read with the rules thereunder and Regulation 18 of SEBI (Listing)Regulations 2015.

The details relating to the same are given in Annexure-"B"- Report onCorporate Governance forming part of this Board Report. Members are requested to refer topages 18 and 19 of this Annual Report

15. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT & REMUNERATION

The Company has in place a Nomination and Remuneration Committee in accordance with therequirements of Section 178 of the Companies Act 2013 read with the rules made thereunderand Regulations 19 of the SEBI (Listing) Regulations 2015.

The details relating to the same are given in Annexure-"B"- Reporton Corporate Governance forming part of this Board Report. Members are requested to referto page 20 of this Annual Report.

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy on Director's appointment and remuneration including recommendation ofremuneration of the Key Managerial Personnel and other employees composition and thecriteria for determining qualifications attributes and independent of a Director.

16. EXTRACT OF ANNUAL RETURN

As per the provisions of Section 92(3) of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inForm No. MGT-9 is attached as Annexure- "C" to this Annual Report.

Members are requested to refer to pages 31 to 39 of this Annual Report

17. DIRECTOR'S RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systemestablished and maintained by the company the work performed by the internal statutoryand secretarial auditors including audit of internal financial controls over financialreporting by the statutory auditors and the reviews performed by management and the AuditCommittee the Board is of the opinion that the Company's Internal Financial Controls areadequate and operating effectively during the FY 2018-19. Accordingly pursuant to therequirements of Section 134(5) of the Companies Act 2013 your Directors hereby confirmthat: i. In preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures; ii. They haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of financial period and of profit or loss of theCompany for that period; iii. They have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; iv. They have prepared the annual accounts on a "going concernbasis". v. They have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; positive and vi. They have devised proper system to ensure compliance withthe provision of all applicable laws and that such systems were adequate and operatingeffectively.

18. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES DIRECTOR AND CHAIRMAN

The Nomination and Remuneration Committee and the Board has laid down the manner inwhich formal annual evaluation of the performance of the Board Committees individualdirectors and the Chairman has to be made.

All Directors responded through a structured questionnaire giving feedback about theperformance of the Board its Committees individual directors and Chairman.

More details relating to the same are given in Annexure-"B"- Report onCorporate Governance forming part of this Board Report.

19. INDEPENDENT DIRECTORS

A separate meeting of the independent directors (Annual "ID" Meeting) wasconvened which reviewed the performance of the Board as a whole the non-independentdirectors and the Chairman. Post the Annual ID Meeting the collective feedback of each ofthe independent directors was discussed by the Chairperson of the Nomination andRemuneration Committee with the Board Chairman.

More details relating to the same are given in Annexure-"B"- Report onCorporate Governance forming part of this Board Report.

20. DECLARATION OF INDEPENDENCE AND CERTIFICATION THEREOF

The Company has received Declaration of Independence as stipulated under Section149(7) of the Companies Act 2013 from independent Directors confirming that he/ she isnot disqualified from appointing / continuing as independent director. The IndependentDirectors have complied with the Code for Independent Directors prescribed in Schedule IVto the Companies Act 2013.

21. COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS

During the year your company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.

22. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The company having adopted a zero tolerance for sexual harassment of any kind atworkplace has issued detailed guidelines and procedures to deal with such harassment inline with the under "The Sexual Harassment of women at workplace (ProhibitionPrevention and Redressal) Act 2013" and rules thereunder. The guidelines andprocedures for prevention and redressal of complaints related to sexual harassment atworkplace is made part of the Company's Code of Business Conduct and Ethics and applicableto all employees of the Company.

The company has complied with the provision relating to constitution of InternalComplaints Redressal Committee (ICC) under the Act. The Committee is an all-women'scommittee comprising of both internal members as well as external member with adequateexperience and expertise in dealing with such matters. During the year under review therehas been no complaints filed nor any complaint remained pending as a carry forward fromthe previous year.

23. VIGIL MECHANISM

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a robust vigil mechanismpolicy. This policy is posted on the website of company.

Under the policy the employees can approach the management of the Company (AuditCommittee Chairman in case where the concern involves the Senior Management) and makeprotective disclosures to the management about unethical behavior actual or suspectedfraud or violation of the Company's code of Business Conduct & Ethics and InsiderTrading Code.

Further no person has been denied access to the Chairman to report any concern and thepolicy has been disseminated within the organization and has also been posted on theCompany's website.

24. REPORTING OF FRAUDS BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 of THECOMPANIES ACT 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review the Statutory Auditors of the Company have not reportedany fraud as specified under section 143(12) of the Companies Act 2013 to the AuditCommittee or to the Board.

25. CORPORATE GOVERNANCE & COMPIANCE CERTIFICATION THEREOF

Pursuant to Regulation 34 of SEBI (Listing) Regulations 2015 a Report on CorporateGovernance certificateobtained from and the Statutory Auditors confirmingcompliance are provided in Annexure- "B"- Report on Corporate Governanceforming part of this Board Report.

26. INFORMATION AS PER RULE 5 OF CHAPTER XIII THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

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 in Annexure-"D" to this Board Report

Members are requested to refer to page 39 of this Annual Report As regards informationrelated to Rule 5(2) there was no employee in receipt of remuneration as prescribedtherein and hence not applicable to the company.

27. 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 Whole time Director is attached as Annexure-"E" which forms a part of this Report of the Directors. The Code of Conductis available on the Company's website.

Members are requested to refer to page 40 of this Annual Report

28. AUDITORS

28.1. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules madethereunder M/s. A. Kay. Mehra & Co. Chartered Accountants (FRN: 050004C) retire atthe ensuing Annual General Meeting and being eligible offer themselves for reappointmentfor 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 2020. They haveconfirmed their eligibility under Section 141 of the Companies Act 2013 and the Rulesframed there under for re-appointment as auditors of the Company. The Members arerequested to confirm the re-appointment of Statutory Auditors.

28.2. Secretarial Auditors

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 2018-19.

The report of the Secretarial Auditors is annexed as Annexure- "F" tothis Board Report. Members are requested to refer to page 40 to 42 of this Annual Report

28.3. Cost Auditors

The provisions of Section 148 of the Companies Act 2013 relating to Cost Audit is notapplicable to the Company and hence no Cost Auditor was appointed during the year underreview.

29. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

There are no qualifications or observations or remarks made in the Statutory Auditor'sreport and Secretarial Auditor's report.

30. LISTING

The equity shares of your Company are listed with the Bombay Stock Exchange AhmedabadStock Exchange Jaipur Stock Exchange and Delhi Stock Exchange.

It may be noted that Jaipur Stock Exchange Delhi Stock Exchange and Ahmedabad StockExchange were de-recognized by SEBI w.e.f. March 23 2015 January 23 2017 and April 022018 respectively.

31. 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 2019 98.92% of the share capital stands dematerialized.

32. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

33. 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 is annexed herewithas part of this Annual Report.

Members are requested to refer to pages 43 and 44 of this Annual Report.

34. ANNEXURES FORMING A PART OF BOARD'S REPORT

The Annexure referred to in this Report and other information which are required to bedisclosed are annexed herewith and form a part of this Report:

ANNEXURE PARTICULARS
A Particulars of Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
B Corporate Governance Report
C Extract of Annual Return- MGT-9
D Particulars of Employees under Section 134(3)(q) and Section 197(12) of the Companies Act 2013
E Whole Time Director's Certificate under Schedule V Part D of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 on compliance of Code of Conduct
F Secretarial Audit Report

35. GREEN INITIATIVE

Electronic copies of the Annual Report 2018-19 and the Notice of the 29thAnnual General Meeting are sent to all the members whose email address(s) are registeredwith the Company or depository participant(s). For members who have not registered theiremail address physical copies are sent in the permitted mode.

36. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continuous supportreceived from the promoters shareholders customers and the employees of the Company

For and on behalf of the Board Director
For ATLAS Jewellery India Limited
Sd/-
(Mr. Nanda Kumaran Puthezhath)
Non-Executive Chairman
Date: 12.08.2019 DIN: 02547619
Place: Bangalore

ANNEXURE- "A"

DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

[Pursuant to Section 134(3)(m) of the Companies Act 2013 and Rule 8 of the Company(Accounts) Rules 2014]

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

a) Conservation of energy

I the steps taken or impact on conservation of energy NA
II the steps taken by the company for utilizing alternate sources of energy NA
III the capital investment on energy conservation equipment NA

Since the Company does not itself have any manufacturing unit and gets the same donethough job work from 3RD party vendors the same is not applicable to us.

b) Technology absorption

The Company has not carried out any research and development activities. Accordinglythe information related to technology absorption is not applicable to your Company.

c) Foreign exchange earnings and Outgo

During the year the Company does not have any Foreign exchange earnings and Outgo.

ANNEXURE- "D"

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO 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 FOR THE FINANCIAL YEAR 2018-19.

(i) The ratio of the remuneration of each director to the median remuneration ofthe employees of the company for the financial year:

Non-Executive Director Ratio to median remuneration
The Company is not paying any salary or commission to the Non- Executive Directors. NA
Executive Director- Ms. Mandira Mutum 2.68

(ii) The percentage increase in remuneration of each director Chief FinancialOfficer

Officer Company Secretary or Manager if any in the financial year:

Director Chief Financial Officer Chief Executive Officer Company Secretary or Manager % increase in remuneration in the financial year
Ms. Mandira Mutum Executive Director 6.29
Mr. Chandan Mahapatra CFO & CS 3.21

(iii) The percentage increase in the median remuneration of employees in thefinancial year: 2.77

(iv) The number of permanent employees on the rolls of company: 19

(v) Average percentile increases already made in the salaries of employees otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial thereof and point out remuneration and justificationif there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase this year has been 8% and for non-managerial personnelit has been 10% and whereas for managerial personnel it has been 4% respectively

(vi) Affirmation that the remuneration is as per the remuneration policy of thecompany: The Company follows a compensation mix of fixed pay and performance-basedvariable pay. Individual performance pay is determined by business performance and theperformance of the individuals measured through an appraisal process system. The Companyaffirms remuneration is as per the Remuneration policy of the Company.