th 27 Annual Report 2016-17 ATLAS JEWELLERY INDIA LIMITED Annual Report 2016-17: ATLAS Jewellery India Limited Board of Directors : Mr. Nanda Kumaran Puthezhath, (Non-Executive Chairman) Mr. Mohandas K, (Independent Director) Dr. (Mr.) Sunil Kumar Gupta, (Independent Director) Ms. Reema Jain, (Independent Director) Mr. Bashyakar Mattapalli (Independent Director) Ms. Mandira Mutum (Whole Time Director) Chief Financial Officer & Company Secretary : Mr. Chandan Mahapatra Solicitors & Advocates : Fox Mandal & Associates Statutory Auditors : M/s. A. Kay Mehra & Co., Chartered Accountants 114, Basement, Mall Road, Kingsway Camp, GTB Nagar, New Delhi – 110009 Internal Auditors : M/s. Modi Agarwal & Associates, Chartered Accountants W. No. 17, V & PO Barwa Siwani Mandi, Dist.-Bhiwani, Haryana Secretarial Auditors : M/s. Parveen Rastogi & Co, Company Secretaries, Flat No. 3, Sood Building, Teil Mill Marg, Ram Nagar, Paharganj, New Delhi – 110055 Registrar and Share Transfer Agent : Beetal Financial and Computer Services Pvt. Ltd. Beetal House, 3rd Floor, 99 Madangir, Behind Local Shopping Center, Near Dada Harsukhdas Mandir, New Delhi – 110062 Phone – 91-11-29961281-83 Fax - 91-11-29961284 Registered Office Address : DTJ-224, IInd Floor, DLFEmail Tower – [email protected] B, Plot No. 11, Jasola District, New Delhi –110025 Phone – 91-11- 40541077/ 41041149 Fax - 011-40541077 E-mail - [email protected] Website - www.atlasjewelleryindia.com CIN – L74140DL1989PLC131289 Bankers : AXIS Bank Bank of India State Bank of India Annual General Meeting : Tuesday, the 26th day of September 2017 at 11:00 A.M. At-Delhi Karnataka Sangha, Rao Tula Ram Marg, Sector 12, Rama Krishna Puram, New Delhi 110022 Book Closure : Wednesday, September 20, 2017 to Tuesday, September 26, 2017 (Both days inclusive) 3 Annual Report 2016-17: ATLAS Jewellery India Limited CONTENTS Page No. Notice 5 Directors’ Report 16 Annual Compliance with Code of Conduct (Annexure I to Directors’ Report) 22 Particulars of Employees (Annexure II to Directors’ Report) 23 Secretarial Audit Report (Annexure III to Directors’ Report) 24 Extract of the Annual Return in Form MGT-9 (Annexure IV to Directors’ Report) 27 Conservation of Energy, Technology Absorption (Annexure V to Directors’ Report) 36 Management Discussion and Analysis Report 37 40 CorporateCompliance Governance Certificate Reporton Corporate Governance (Annexure VI to Directors’ Report) 41 57 Auditors’MD & CFO Report Certification 58 Balance Sheet 67 68 CashStatement Flow ofStatement Profit & Loss 69 70 NotesSignificant forming Accounting part of the Policies Financial Statement 72 Route Map & Attendance Slip 80 Proxy Form 81 4 Annual Report 2016-17: ATLAS Jewellery India Limited NOTICE NOTICE is hereby given pursuant to Section 96 and 101 of the Companies Act, 2013 (“The Act”) that the Twenty Seventh Annual General Meeting (“The Meeting” of “AGM”) of ATLAS Jewellery India Limited (“The Company”) will be held on Tuesday, the 26th Day of September 2017 at 11:00 A.M. at Delhi Karnataka Sangha, Rao Tula Ram Marg, Sector 12, Rama Krishna Puram, New Delhi 110022 to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt Audited Standalone Financial Statements of the Company including the ended on that date and the reports of the Board of Directors and Auditors, thereon. Balance Sheet as at March 31, 2017, the Statement of Profit And Loss, the Cash Flow Statement for the year 2. To appoint a Director in place of Ms. Mandira Mutum (DIN-07747235) who retires by rotation and being eligible, offers herself for re-appointment. 3. To re-appoint M/s. A. Kay Mehra & Co., Chartered Accountants as the Statutory Auditors of the Company and as an Ordinary Resolution: in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution “RESOLVED THAT pursuant to provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014, including any statutory enactment or modification thereof, consent of the members of the Company be and is hereby accorded to re-appoint M/s. theA. Kay Twenty Mehra Eighth & Co., Annual Chartered General Accountants Meeting of(having the Company firm Registration to be held No. in the050004C), year 2018 as theon suchStatutory remuneration Auditors plusof the service Company, tax, toout-pocket-expenses, hold office from the travelling conclusion and of livingthis Annual expenses, General etc., Meetingas may be (AGM) mutually till the agreed conclusion between of the Board of Directors of the Company and the Auditors.” SPECIAL BUSINESS: 4. Regularization of Mr. Bashyakar Mattapalli (DIN 06738582) as an Independent Director of the Company. ORDINARY RESOLUTION: To consider and, if thought fit, to pass with or without modification(s), the following resolution as an “RESOLVED THAT pursuant to the provisions of Section 149, 150 and 152 read with Schedule IV and other Mr.applicable Bashyakar provisions Mattapalli of the (DIN Companies 06738582) Act, 2013,who wasthe Companies appointed (Appointmentas an Additional and Director Qualification in the of capacity Directors) of IndependentRules, 2014 (including Director of any the statutoryCompany modification(s)by the Board of orDirector re-enactment effective thereof from March for the 05, time 2017 being and in in respect force), of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a as an Independent Director of the Company for a period 05 years commenced from March 05, 2017 to March 04,shareholder 2022 and proposing the term shall his candidature not be subject for tothe retire office by of rotation.” Director of the Company, be and is hereby appointed “RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary be and are hereby do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect toauthorised this Resolution.” to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to 5 Annual Report 2016-17: ATLAS Jewellery India Limited 5. To confirm the appointment of Ms. Mandira Mutum (DIN-07747235) as Whole Time Director (KMP) of the Company. ORDINARY RESOLUTION: To consider and, if thought fit, to pass with or without modification(s), the following resolution as an “RESOLVED THAT Ms. Mandira Mutum (DIN-07747235), who was appointed as an Additional Director of the Company with effect from April 01, 2017 and also recommended to be appointed as the Whole Time Director of the Company by the Nomination and Remuneration Committee which was approved by the Board subject to the approval of shareholders in general meeting in terms of Sections 196, 197, 200, 203 read with Part II of Schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory received a notice in writing under Section 160 of the Companies Act, 2013 from a shareholder proposing her modification(s) or re-enactment thereof for the time being in force) and in respect of whom the Company has (KMP) of the Company, for a period commenced from 10th June, 2017 to 31st March, 2018, being liable to retirecandidature by rotation, for the on office the ofsame director terms of and the Company,conditions be including and is hereby payment appointed of remuneration as the Whole by Timeway of Director salary, perquisites and allowances as mentioned in the agreement dated 19.03.2017 entered between the Company and Ms. Mandira, the details of which are given in the explanatory statement annexed hereto.” “RESOLVED FURTHER THAT appointment, Ms. Mandira Mutum shall, subject to the provisions of Schedule V and other applicable provisions, if any, of the Act, be entitled toin thethe remunerationevent of absence as approvedor inadequacy pursuant of profits to this during resolution the period as minimum of her remuneration.” “RESOLVED FURTHER THAT the Board of Directors of the Company or Nomination and Remuneration Committee thereof be and is hereby also authorized to amend, alter, modify or otherwise vary the terms and conditions of appointment of Ms. Mandira Mutum, including the components of the remuneration payable to her.” “RESOLVED FURTHER THAT the Board of Directors of the Company or any committee thereof be and is hereby authorized to do all such acts, deeds and things as in its absolute discretion it may think necessary, expedient or desirable; to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution and to seek such approval/ consent from the government departments, as may be required in this regard.” By Order of the Board For ATLAS Jewellery India Limited Sd/- Date: August 24, 2017 (Chandan Mahapatra) Place: Bangalore Company Secretary & CFO 6 Annual Report 2016-17: ATLAS Jewellery India Limited NOTES: As ATLAS Jewellery India Limited, being a listed company and having more than 1000 shareholders, is compulsorily required to provide remote e-voting facility or postal ballot to members in terms of Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, voting by show of hands will not be available to the members at the 27th AGM in view of the further provisions of Section 107 read with Section 114 of the Act. This notice is sent to all the members whose name appears as on August 27, 2017 in the Register of Members. 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME OF THE MEETING.