Trusted by millions rd 23 Annual Report 2012-13 ATLAS JEWELLERY INDIA LIMITED (Formerly GEE EL Woollens Limited) 23RD Annual Report 2012-13 ATLAS JEWELLERY INDIA LIMITED (Formerly GEE EL WOOLLENS LIMITED) Annual report 2012-13: Atlas Jewellery India Limited (formerly known as Gee El Woollens Limited) Board of Directors Executive Director Mr. Vinod Agrawal Non Executive Directors Mr. M.M. Ramachandran Mrs. Indira Ramachandran Contents Independent Directors Mr. Gaurav Goswami Mr. Lukoo Sugunan Madathiparambil Directors’ Report & Management ................... 5-13 Registered Office Discussion and Analysis A-12, RHS, Lower Ground Floor, Lajpat Nagar III, New Delhi-110024 Corporate Governance Report ....................... 14-21 Board Committees Auditors Report .............................................. 22-25 Audit Committee Mr. Gaurav Goswami Balance Sheet ...................................................... 26 Mr. M.M. Ramachandran Mr. Lukoo Sugunan Madathiparambil Profit & Loss Account .......................................... 27 Shareholders/Investors Grievance Committee Mr. M.M. Ramachandran Notes on Financial Statements...................... 28-33 Mrs. Indira Ramachandran Mr. Gaurav Goswami Balance Sheet Abstract ....................................... 33 Registrar and Share Transfer Agent Cash Flow Statement .......................................... 34 Beetal Financial & Computer Services Private Limited. Beetal House, 3rd Floor, 99, Madangir, BH. Local Shopping Centre, New Delhi – 110 062 23RD ANNUAL GENERAL MEETING SATURDAY, SEPTEMBER 28, 2013 Auditors M/s. A. Kay Mehra & Co.(Chartered Accountants)New Delhi Silvo Hall, FraserSuits, Plot no. 4A, District Centre, Shares Listed at Mayur Vihar, Phase I, New Delhi-110091 Bombay Stock Exchange LimitedDelhi Stock Exchange Association LimitedStock Exchange of Ahmedabad Jaipur Stock Exchange Company Secretary and Compliance Officer Arun Chandran K Registered Office A-12, RHS, Lower Ground Floor, Lajpat Nagar III, New Delhi-110024 E-mail: [email protected], Phone: 011-41717135 3 Annual report 2012-13: Atlas Jewellery India Limited (formerly known as Gee El Woollens Limited) DIRECTORS REPORT Dear Members, 2. The Directors have selected such accounting policies and applied them consistently except as otherwise Your Directors are pleased to present the Twenty Third Annual stated in the Notes on Accounts and made judgment Report together with the Audited Statement of Accounts for and estimate that are reasonable and prudent so as to the year ended March 31, 2013. The Management Discussion give a true and fair view of the state of affairs of the and Analysis has also been incorporated into this Report. Company as at end of the financial year and of the Profit of the Company for the period under review; Financial Results 3. The Directors have taken proper and sufficient care The Company had no business during the year. Your for the maintenance of adequate accounting records company's performance during the financial year as in accordance with the provision of the Companies compared with the previous year is summarized as below: Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other (Amount in thousands) irregularities; 2012-2013 2011-2012 4. The Directors had prepared the accounts on a "going Total Income - 10001.40 concern" basis. Profit/(Loss) before (285.12) 7578.90 Listing of Securities Depreciation, Interest & Exceptional Items In accordance with approval granted by the shareholders, Less:-Depreciation 27.58 37.20 the Company has made an application for delisting of its shares with the stock exchanges namely The Stock Exchange, Less:-Interest - - Ahmadabad, and The Jaipur Stock Exchange Ltd and The Delhi Profit /(Loss) before tax & Stock Exchange Association Ltd. The matter is pending with Exceptional Items (312.71) 7541.70 the respective stock exchanges. Company Equity Shares are listed on Bombay Stock Exchange (BSE), which has Less:-Exceptional Items - 6531.10 nationwide trading terminals. Profit /(Loss) before tax (312.71) 1010.6 Management Discussion and Analysis Less : Provision for tax 2.57 167.00 As required by Clause 49 of the Listing Agreement with the Profit/(Loss) after Tax (315.28) 843.70 stock Exchanges, Management Discussion and Analysis is Dividend appended to the Annual Report. There being no profit for the year 2012-13, your Directors Change in the name and main objectives of the regret to recommend any dividend on the equity share Company capital of the company for the year 2012-2013. After the date of the balance sheet the name and main Material Change objectives of the Company were changed with the approval of the shareholders of the Company in accordance with the There was no material change affecting the financial provisions of the Companies Act, 1956. The name of the position of the Company between the date of balance Sheet Company has been changed from Gee El Woollens Limited and the date of this Report effect from February 25, 2013 . to "Atlas Jewellery India Limited". The new main objectives Directors Responsibility Statement of the Company are as follows: As required under section 217(1AA) of the Companies Act, (i) To carry on in India or elsewhere the business of 1956 it is hereby stated that: goldsmiths, silver smiths, jewellers, gem and diamond merchants and of producing, acquiring and trading, 1. In the preparation of the accounts, the applicable importing, exporting, buying, selling in all kind of accounting standard have been followed; 5 Annual report 2012-13: Atlas Jewellery India Limited (formerly known as Gee El Woollens Limited) metals, bullion, gold, silver, platinum, diamonds, requisite majority. The name and objectives of the Company precious stones and pearls, watches, sunglasses etc. stands amended with effect from the said date. (ii) (2) To carry on in India or elsewhere the business to Change in Composition of the Board manufacture, produce, process, prepare, commercialize, cut, polish, set, design, display, During the financial year no director has been appointed. exchange, examine, finish, grind, grade, assort, import, However, Mr. Deepak Agrawal, Mr. Himansoo Sood and Mr. export, buy, sell, resale, demonstrate, market and to Jatin Mittal have resigned with effect from May 22, 2013. act as agent, broker, indentor, liasioner, adatias, Mr. Deepak Agarwal resigned with effect from May 28, 2013. representative, C & F agents, export house, valuer, The Board thanked all of them for their valuable contribution sales promoter, supplier, provider, merchants, to the Company. stockists, distributor, wholesaler, retailer or otherwise to deal in all shapes, sizes, varieties, description, Thereafter Mr. M. M. Ramachandaran and Mrs. Indira specifications, applications & designs of rough, raw Ramachandran have been appointed by the board as non- cut, uncut, polished or processed, natural & man made executive additional directors with effect from May 23, 2013. precious semiprecious & natural stones such as Mr. Lukoo M S has been appointed by the board as an diamonds, ruby, pearls, gemstones, blue sapphires, independent additional director with effect from May 23, cat's eye stone, coral, topaz, opal, zircon, tourmaline, 2013. The board has also appointed Mr. Gaurav Goswami jade, spinel ruby, aquamarine, turquoise, peidot, as an independent additional director with effect from May agate, garnet, corundum, amethyst, malachite, citrine, 27, 2013 and Mr. Arun Chandaran K has been appointed on alexendrite, smoky quartz, lapis lazuli, rock crystal, the same date as Company Secretary and compliance officer onyx, moon stone, jasper, blood stone, gold stone, of the Company. The brief profile of new directors is enclosed bismuth, jet, diopside, tiger eye, sunstone, spinal, jews with the Director's Report. Your directors recommend their stone, load stoner, sardonex, touch stone, amber and regularization as directors of the Company. their ornaments, jewelleries, articles, goods, or things, made in the combination of gold, silver, platinum, or Change in Control other metals, and alloys thereof and for the purpose to act as goldsmith, silversmith, jewelers, gem Atlas Jewellery Private Limited has acquired shares from merchants, electroplaters, polishers, purifiers, and to the promoters of the Company Mr. Vinod Agarwal and Ms. do all incidental acts and things necessary for the Pushpa Rani Agarwal vide a share transfer agreement which attainment of above objects." entitled Atlas Jewellery to 37.79 % of the paid-up share capital of the Company resulting in change in control over Particular of Employees the Company by Atlas Jewellery with effect from February 25, 2013. Accordingly Atlas Jewellery became Promoter of There is no information required to be given as per section the Company in place of Mr. Vinod Agarwal and Ms. Pushpa 217(2A) of the Companies Act, 1956 read with the Companies Rani as per SEBI (Issue of Capital & Disclosure (Particulars of Employees) rules, 1975 for the year under Requirements) Regulations, 2009, from the said date. review as none of the employee falls in this category. In terms of the provisions of SEBI (Substantial Acquisition Postal Ballot of Shares and Takeovers) Regulations, 2011, Atlas Jewellery, issued a Public Announcement for Open Offer to acquire After the end of the financial year, the Company had passed equity shares of the Company. The Open Offer opened on the following resolutions by way of postal ballot pursuant April 26 and closed on May 16. Atlas Jewellery acquired