As on: Apr 28, 2024 04:28 AM
CIN: L35923HR1950PLC001614
TO THE MEMBERS:-
Your Directors are delighted to present Seventy Second (72nd) Annual Report of your Company along with the Audited Statement of Accounts for the year ended 31st March 2023.
FINANCIAL HIGHLIGHTS & STATE OF COMPANY AFFAIRS
The Net loss of the Company during the FY 2022-23 was 2324.80 Lacs as against loss of 2872.07 lacs during the
FY 2021-22.
Annual Return
The Annual Return of the Company as on March 31, 2023 is available on the Company's website and can be accessed at https://www.atlasbicycles.com/Annual_Return.htm
PRODUCTION
During the year under consideration, the Company produced 5135 bicycles as against 8131 bicycles in the previous year.
SALES
Sales during the year amounted to 173.15 lacs including the sales to foreign countries as against 342.05 lacs including the sales to foreign countries in the previous year.
TRANSFER TO RESERVES
The Board of Directors of the Company has not transferred any amount to the Reserves for the year under review.
EXPORTS
During the period under consideration, your Company have not exported any bicycles and bicycle components.
SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March 2023 stood at 3,25,19,190/- i.e. 65,03,838 Equity Shares of 5 each. During the year under review, the Company has not issued shares with differential voting rights has granted any stock options or sweat equity. As on 31st March 2023, none of the Directors of the Company held instruments convertible into equity shares of the Company.
DIVIDEND
Since the books are not in good shape, no dividend has been declared in the Financial Year 2022-23.
CONSOLIDATED ACCOUNTS
The Consolidated Financial Statements of the Company are prepared in accordance with Indian Accounting Standards ("Ind AS") issued by the Institute of Chartered Accountants of India and forming part of this Annual Report. There are three wholly owned subsidiaries of the Company.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business.
PERFORMANCE OF THE COMPANY
Performance of the Company in terms of total quantity sold as compared to last year was negative as two units out of three were non-operational during the period under review and the third unit was not fully operational due to financial constraints.
REPORT ON THE HIGHLIGHTS OF PERFORMANCE OF ITS SUBSIDIARY COMPANIES, JOINT VENTURES, ASSOCIATE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
The Company has 3 (three) wholly owned subsidiary companies viz. Atlas Cycles Sonepat Limited, Atlas Cycles (Sahibabad) Limited and Atlas Cycles (Malanpur) Limited. These companies are yet to commence its business and accordingly there are no highlights of performance or their contribution to the overall performance of the Company to reflect Subsidiary Companies are available for download at www. atlasbicycles.com. Apart from these, the Company does not have any associate companies and joint ventures. Form AOC-1 containing salient features of 3 wholly owned subsidiary companies duly certified by Statutory of the Company under section Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 are annexed herewith. There are no associate companies as per definition given in Section 2(6) of Companies Act, 2013. (Annexure-1)
There are no companies which have become or ceased to be subsidiary companies, associate companies or joint ventures during the year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year underreview,as read with Part B of Schedule V of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report
(Annexure-2)
DIRECTORS
During the financial year 2022-23:
The Hon'ble National Company Law Tribunal, New Delhi, Principal Bench ("NCLT") passed an order on 06.12.2022 in petition no.: CP/18(ND)/2015 in the matter of Sh Vikram Kapur and Others versus Atlas Cycles (Haryana) Limited.
The Hon'ble NCLT vide aforesaid order dated 06.12.2022 removed all directors ("Suspended Board"), namely:
1. Mr. Kartik Roop Rai Director (DIN:06789287)
2. Mr. Sanjiv Kavaljit Singh Director, (DIN:00015689)
3. Ms. Sadhna Syal, Director (DIN:07837529)
4. Mr. Chander Mohan Dhall, Whole Time Director, (DIN:01398734)
5. Mr. Ishwar Das Chugh, Director (DIN:00073257) Further, the Hon'ble NCLT vide aforesaid order dated 06.12.2022 appointed below six directors in place of existing board of directors, namely:
1. ShriJarnailSingh,IAS Government of India, Ministry of DoNER
2. ShriHemPande,IAS Government of India, Department of Consumer Affairs
3. Smt. Surina Rajan, IAS (Retired), Former Director General, Bureau of Indian Standard, Department of Consumer Affairs
4. Shri Manmohan Juneja, ICLS (Retired), Former Director General Corporate Affairs, Ministry of Corporate Affairs
5. Shri Ved Jain, CA, Former President, ICAI
6. Shri R Parthasarathy, IA & AS (Retd.), AOR, Supreme Court of India
As on March 31, 2023, the Board of Directors of the Company comprised as follows:
1. Mr. Jarnail Singh, Chairman/Director (DIN: 05332407)
2. Mr. Hem Kumar Pande, Director (DIN: 08539771)
3. Ms. Surina Rajan, Director (DIN: 06699602)
4. Mr. Manmohan Juneja, Director (DIN: 00464238)
5. Mr. Ved Kumar Jain, Director (DIN: 00485623)
6. Mr. Ramaswamy Parthasarathy, Director (DIN:
09865873)
After closure of financial year 2022-23 , the Hon'ble
National Company Law Appellate Tribunal (NCLAT), Principal Bench, New Delhi vide order dated 02.08.2023 set aside the order passed by NCLT dated 06.12.2022. In view of NCLAT order Suspended Board took charge of the company w.e.f. 08.08.2023.
In terms of Section 152 of the Act, Mr. Chander Mohan Dhall, Director of the Company, retires by rotation at the AGM and being eligible, offers himself for re-appointment.
The Board of Directors of the Company recommends his re-appointment.
For the Financial Year 2022-23, all Independent Directors have confirmed that they meet the criteria of Independence as laid down under Section 149(6) of the Act.
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013("Act") and Listing Regulations. The Board of Directors on recommendation of Nomination & remuneration Committee has appointed Mr. Anuj Goyal (DIN: 01259762) as an Independent Director of the Company, not liable to retire by rotation, with effect from August 12, 2023, for a term of five years, subject to approval of members of the Company in the ensuing Annual General Meeting.
CRITERIA FOR MAKING PAYMENT TO NON-EXECUTIVE DIRECTORS
Non-Executive Directors are paid only sitting fees of 15,000 per meeting for attending the Board Meeting and 5000 per meeting for attending the Committee Meeting of the Company.
KEY MANAGERIAL PERSONNEL
In the capacity of Key Managerial Personnel, as on March 31st, 2023, the Company had following
1. Mr. Chander Mohan Dhall, Chief Financial Officer
2. Mr. Rakesh, Company Secretary
Mr. Chander Mohan Dhall whose tenure as Chief Financial
Officer of the Company was expiring on 31 st March, 2023, was re-appointed as Chief Financial Officer of Company in Board meeting held on 15 th March 2023 for the period 1st April 2023 to 31st March, 2024.
COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVE OFFICER
The Board of Directors in its meetingheld on 12.08.2023 took note of the Compliance Certificate duly signed Mr. Chander Mohan Dhall, Whole Time Director & Chief Financial Officer of the Company that he has reviewed financial statements and cash flow statement etc. for the financial year ended 31st March, 2023 as per Regulation 17(8) read with Schedule II Part B of SEBI (Listing Obligations 2015. Such certificate is annexed with Corporate Governance Report for F.Y. 2022-23 and forms Integral part of the Annual Report.
PERFORMANCE EVALUATION OF THE BOARD
The performance evaluation of the Independent Directors as per Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was completed. As on March 31, 2023, all the Directors on the Board were Independent Directors only. The Board of Directors expressed their satisfaction with the evaluation process.
Pursuant to the provisions of the Act and Regulation 17(10) & Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, a healthy discussion was held among directors after into consideration of the various aspects of the Board's functioning, composition culture, execution and performance of specificduties, obligations 01st April 2023.
NUMBER OF MEETINGS OF THE BOARD
There were 13 Board Meetings year 2022-23. Complete details of the Board Meetings provided in the Corporate Governance Report.
DEPOSITS (INCLUDING LOANS FROM MEMBERS)
The Company has not accepted any deposit from the public or members during the financial
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the period under review there were no Loans, Guarantees and Investments covered under the provisions
VIGIL MECHANISM / WHISTLE BLOWER MECHANISM
The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company and whistle blower mechanism is reviewed regularly by the Audit Committee of the Company. There were Nil complaints recorded under Whistle Blower Mechanism during the year.
NOMINATION AND REMUNERATION POLICY by The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.
RISK MANAGEMENT POLICY
The Company has developed and implemented the risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Company has formulated a Risk Management Committee which discussed the impact and acceptability of all risks to which Company is exposed.
It also discussed to take suitable action or propose to the Board of Directors for taking any suitable action minimizing the risks. Accordingly, it has considered to study risks by dividing them into following categories:
1. Strategic Risk Assessment
2. Operation Risk Assessment
3. Compliance Risk Assessment
4. Internal Audit Risk Assessment
5. Financial Statement Risk Assessment
6. Fraud Risk Assessment andgovernancein the Board Meetingheld on
7. Market Risk Assessment
8. Credit Risk Assessment
9. Customer Risk Assessmentheld during the financial are
10. Supply Chain Risk Assessment 11. Product Risk Assessment 12. Security Risk Assessment
13. Information Technology Risk Assessment .
14. Project Risk Assessment
Since our company is not among top 1000 listed companies the end of F.Y 2022-23 (on the basis of list of top 1000 companies available on NSE/ BSE websites), it is not mandatory for our company to maintain such committee
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted
Thus, disclosure in form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel and there are no related party transactions which exceeds ten percent of the annual consolidated turnover of the Company as per last audited financial statements of the Company. The Company has developed a Related Party Transactions framework through Standard OperatingProcedures for the purpose of identification and monitoring of such transactions. All Related Party Transactions are placed before the Audit Committee on quarterly basis for confirmation. approval was obtained on a yearly basis for transactions which are repetitive in nature subject to further approval in case actual transactions are found to be exceeding the omnibus approval. A statement giving details of all
Related Party Transactions are placed before the Audit Committee for review on quarterly basis. A Policy on Material Related Party Transactions as under Rule approved by the Board of Directors has been uploaded on the website of the Company www.atlasbicycles.com.
None of the Directors has any pecuniary relationship transactions vis-a-vis the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the financial year under review, National Bench ("NCLT") passed the order on 06.12.2022 in petition no. CP/18(ND)/2015 in the matter of Sh. Vikram Kapur and Others versus Atlas Cycles (Haryana) Limited. The Hon'ble NCLT vide aforesaid order dated 06.12.2022 removed all the directors ("Suspended Board"), namely;
1. Mr. Kartik Roop Rai, Director (DIN:06789287)
2. Mr. Sanjiv Kavaljit Singh, Director, (DIN:00015689)
4. Mr. Chander Mohan Dhall, Whole Time Director, er (DIN:01398734)
5. Mr. Ishwar Das Chugh, Director (DIN:00073257)
The Hon'ble NCLT also removed all the Managing Committees constituted by the previous Board and appointed below six new directors in place of existing directors, namely;
1. Shri Jarnail Singh, IAS (Retired), Former Secretary, Government of India, Ministry of DoNER
2. Shri Hem Pande, IAS
Government of India, Department of Consumer Affairs
6. Shri R Parthasarathy, IA & AS (Retd.), AOR, Supreme Court of India The Board so appointed has been authorised by the
Hon'ble NCLT to function as per the Memorandum and Articles of Association of the company inter-alia, to revive the company.
On taking charge the new Board noted that various petitions have been filed IBC (Insolvency & Bankruptcy Code) by various parties and are pending before the Chandigarh Bench of the NCLT. The Board decided to file an application 16(d) of the NCLT Rules for transfer of all such petitions to the Principal Bench of NCLT, New Delhi. The Hon'ble
Principal Bench was pleased to pass interim order staying further proceedings vide order dated 06.12.2022 and the application adjudication. The company has also filed Hon'ble re-casting of accounts for the last three financial years Company Law Tribunal, New Delhi, Principal ending 2019-20 under section 2013 which is also pending for adjudication NCLT. The company has also filed a draft resolution with the Principal Bench of Hon'ble NCLT, New Delhi and the same is pending for consideration as on the date before NCLT.
Meanwhile the new Board of Directors is working on alternative plans so as to restart the production of bicycles at Company's Sahibabad Unit. closure of financialyear, the Hon'ble National Company Law Appellate Tribunal (NCLAT), Principal Bench, New Delhi vide order dated 02.08.2023 set aside the order passed by NCLT dated 06.12.2022. In view of NCLAT order Suspended Board took charge of the company w.e.f. 08.08.2023.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section Education & Protection Fund Authority Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed/unpaid dividends for the financial year on March 31, 2013, have been transferred to the Investor Education and Protection Fund (IEPF) of the Government on February 9, 2022, upon completion of seven years. In accordance with the provisions of Section124 of the Act and IEPF Rules, the Company had also transferred 63,161 equity shares of Rs. 5/- each to the IEPF Account on whichyour Company is the dividends remained unpaid or unclaimed for seven consecutive years on March 14, 2022, after following the prescribed procedure.
Further, no dividend was declared by the Company for the financial year 2013-14, 2014-15 and 2015-16.
Therefore, the provisions of the Act and IEPF Rules for transfer of unpaid/unclaimed dividend as well as shares on which dividend remain unpaid/unclaimed for system, a period of seven consecutive years to IEPF Account, for financial year 2013-14, 2014-15 and 2015- feedback applicable on the Company.
CORPORATE GOVERNANCE
In terms of the provisions of Section C of Schedule V SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, your Company has complied with the requirements of Corporate Governance and a Report on certifi CorporateGovernancetogetherwith Company's Statutory Auditors confirming is set out in a statement, which forms part of this Annual Report.
STATUTORY AUDITORS AND AUDITORS' REPORT
The shareholders of the company in 71st Annual General Meeting of the company held for financial year 2021-on 24th July, 2023 approved appointment of M/s. Dinesh Nangru & Co., Chartered Accountants (Firm Registration No. 015003N) for a term of two years commencing from the conclusion of the 71st Annual General Meeting of the Company till the conclusion of the 73rd Annual General on suchremuneration expenses, as may be mutually agreed between Board and M/s. Dinesh Nangru & Co.
The qualifications or remarks in the Auditor's Report read with Notes to financial statements are self-explanatory.
REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Mukesh Arora & Company, a firm of Company Secretaries in Practice Practice Number: 4405) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2022-23 is annexed to this report and forms an integral part of this Report. (Annexure-3)
COST AUDIT
As per the requirement of Central Government and pursuant to Section148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014asamendedfromtimeto time, not required to carry out audit of cost records relating to Bicycle Industry. Accordingly, your Company did not appoint Cost Auditor in this financial
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has a comprehensive and effective including internal control mitigation and risk internal financial control, for all the major processes, to are not ensurereliability of financial timely on operational and strategic goals, compliance with policies, procedures, law and regulations, safeguarding of assets and economical and efficient use of resources.
The Company's internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Company actively reviews the adequacy of internal control systems and effectiveness of internal audit function.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Requirements relating to Corporate Social Responsibilities as envisaged in Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to our company for this financial year.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATION
Your Company strives to provide the best working environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. Every initiative and policy of the Company takes care of welfare of all its employees. The human resource development function of the Company is guided by a strong set values and policies. The details of initiatives taken by Company for the development of human resource are given in Management Discussion and Analysis Report. The Company maintained healthy, cordial and harmonious industrial relations at all levels throughout the year.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Reporting as required by Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to Company for the year under review.
PERSONNEL AND PARTICULARS OF EMPLOYEES
The industrial relations with the workers and staff of the Company remained cordial throughout the year. There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continue to be an area of prime importance. Particulars of the employees as required under section 197 (12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended 31st March 2023 is annexed to this report and forms an integral part of this report. (Annexure-4)
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
There were NIL cases of sexual harassment filed during the Financial Year.
LISTING OF COMPANY'S EQUITY SHARE
Your Company's shares continue to be listed on BSE Limited and National Stock Exchange of India Limited. annual listing Fee for the year 2022-23 has been paid to National Stock Exchange of time and listing fee of BSE Limited is still pending as invoice has so far been received from BSE. However, the trading of shares was suspended by the BSE Limited and National Stock Exchange of India Limited with effect from December 16, 2020 due to non-filing/delay filing of financial results of the Company.
STATUTORY COMMITTEES
The details of the Committees of the Board, viz., Audit Committee, and Stakeholders' Relationship Committee constituted in compliance with the provisions of the Act and Listing Regulationsare provided in the Corporate Governance Report, forming part of this Report.
STATUTORY POLICIES/CODES
In compliance with the various provisions of the Act and ListingRegulations, the Company has the following policies/ codes: Policy on Determination of Material Subsidiaries Policy on Determination of Materiality Policy on Related Party Transactions Nomination and Remuneration Code of Conduct to Regulate, Monitor and Trading by Designated Persons Archival Policy Whistle Blower Policy Code of Conduct
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st March 2023 is given here below:
a) CONSERVATION OF ENERGY
In view of closure of Sonepat and Malanpur unit and even third unit working at much below optimum conservation of energy
b) TECHNOLOGY ABSORPTION
In view of closure of Sonepat and Malanpur unit and even third unit working at much below optimum level, the company could not do much on technology absorption. India Limited within stipulated
c) FOREIGN EXCHANGE EARNING AND OUTGO
Total foreign exchange earned: Nil Total foreign exchange used: Nil
SECRETARIAL STANDARDS
The Company has followed the applicable Secretarial
Standards, i.e. SS-1 and SS-2, relatingto ‘Meetings r. Board of Directors' and‘ GeneralMeetings'
DIRECTORS' RESPONSIBILITY STATEMENT
Nomination & Remuneration
To the best of knowledge and belief and according to the information and explanations your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013 that:
I. In the preparation of the Annual Accounts for the year ended 31st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, any;
II. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so to give a true and fair view of the state of affairs of the Company as on 31st March 2023 and of the loss of the Company for the year ended on that date.
III. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and other irregularities, to the best of the knowledge and ability of the Directors
IV. The Annual Accounts have been prepared on a going concern basis.
V. 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
VI. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating extended effectively.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to Financial Statements are found to be adequate by the Statutory Auditors of the Company.
GENERAL
The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:
i) Details relating to deposits covered under Chapter of the Act.
ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.
iii) Issue of shares (including sweat equity shares and Employees' Stock Options Schemes) to employees of the Company under any scheme.
iv) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.
v) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
vi) Payment of remunerationor commission from any of its holding or subsidiary companies to the Managing Director of the Company.
vii) change in the nature of business of the Company.
viii) Details of any application insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.
ix) Instance of one-time settlement with any Bank or Financial Institution.
x) Statement of deviation or variation in connection with preferential issue.
ACKNOWLEDGEMENT
The Board of Directors wishes to place on record its appreciationfor the commitment, dedication work done by the employees in the Company and the cooperation Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation