Directors Report of Atlas Jewellery India Ltd.

Mar 31, 2018

DIRECTORS’ REPORT

TO

THE MEMBERS,

Your Directors have pleasure in presenting the 28^th Annual Report of the Company together with the Standalone Audited Financial Statements of Accounts for the year ended March 31, 2018.

1. FINANCIAL RESULTS

	(Rs. In Lacs)
Particulars	2017-18	2016-17
Gross Income	728.54	868.34
Profit/ (Loss) before tax and Exceptional items	(319.06)	(814.25)
Less: Exceptional items	27.73	181.14
Profit/ (Loss) before tax	(346.80)	(995.39)
Less: Tax Expenses	(20.65)	(80.17)
Profit/ Loss after tax	(399.45)	(931.22)

2. REVIEW OF BUSINESS OPERATION

The Company is engaged in the business domestic retail trade of gold jewellery and other precious metal ornaments. During the year, the revenue from operations was Rs. 728.54 Lacs as compared to the revenue of Rs. 868.34 Lacs in the year 2016-17. The current year Loss after tax Rs. 399.45 Lacs as compared to the Loss after tax of last year of Rs.931.22 Lacs.

3. DIVIDEND

In view of the loss, your Directors regret their inability to recommend dividend for the Financial Year 2017-18.

4. MATERIAL CHANGES AFFECTING FINANCIAL POSITIONS OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the company, between the end of the financial year of the company and the date of this report.

5. RESERVES AND SURPLUS

During the Financial Year 2017-18, the company has not transferred any amount to its Reserves and Surplus.

6. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 200,00,00,000/- (Rupees Two Hundred Crore) comprising 2,00,000,000 (Twenty Crore) Equity Shares of Rs. 10 (Rupees Ten) each. The Issued, Subscribed and Paid-up Equity Share Capital of the Company is Rs. 100,65,45,330/- (Rupees One Hundred Crore Sixty Five Lacs Forty Five Thousand Three Hundred and Thirty) consisting of 1,00,65,45,33 (Ten Crore Six Lacs Fifty Four Thousand Five 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

Re-appointment

The Board re-appointed Ms. Mandira Mutum as Whole Time Director of the Company effective 01^st April, 2018 to 31^st March, 2019 based on the recommendation of the Nomination & Remuneration Committee. The Board recommends her re-appointment.

The information on the particulars of Director eligible for appointment in terms of Regulation 33 (3) of sEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in the Explanatory Statement of the notice convening the Annual General Meeting.

Retirement

As per the provisions of the Companies Act, 2013, Mr. Nanda Kumaran Puthezhath will retire by rotation at the ensuing AGM and being eligible offered himself for reappointment. The Board recommends his re-appointment.

8. INDEPENDENTDIRECTORSDECLARATION

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

9. BOARD MEETINGS

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and sitting fee/ commission/ remuneration paid to them is given separately in the Corporate Governance Report.

10. BOARD EVALUATION

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

11. REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. More details on the same are given in the Corporate Governance Report.

The policy is available on the company’s website and web link for the same is https:// www.atlasjewelleryindia.com/wp-ntent/ uploads/2018/01/NRCC V02 1718.pdf. The policy is designed to attract, motivate and retain manpower by creating congenial work environment and inculcating a sense of belonging, besides offering appropriate remuneration package and superannuation benefits. The appointment and remuneration of Executive Directors is based on merit and seniority of person. Non- Executive Directors are paid sitting fee in accordance with the Companies Act, 2013.

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 Kumaran Puthezhath as members. The details of term of reference of the Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

13. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Bashyakar Mattapalli as Chairman, Dr. (Mr.) Sunil Kumar Gupta, Ms. Reema Jain Mr. Mohandas K and Ms. Mandira Mutum as members. The details of term of reference of the Audit Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

14. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises of Ms. Reema Jain as Chairperson, Dr. (Mr.) Sunil Kumar Gupta, Mr. Mohandas K, and Mr. Bashyakar Mattapalli as members. The details of term of reference of the Nomination & Remuneration Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

15. CODE OF CONDUCT

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the Whole time Director is attached as ANNEXURE-I which forms a part of this Report of the Directors. The Code of Conduct is available on the Company’s website.

16. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has a policy which has been made part to the ATLAS Code of Business Conduct and Ethics applicable to all the employees of the Company on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under “The Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013”.

During the year under review the Company has also organized an awareness programme on The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 on 24.08.2017 for all the employees of the Company.

During the financial year 2017-18, no complaint was received under the policy.

17. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12) ofthe Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in ANNEXURE-II.

18. AUDITORS AND AUDITOR’S REPORT

The auditors M/s. A. Kay. Mehra & Co., Chartered Accountants (FRN: 050004C), retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment 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 2019. They have confirmed their eligibility under Section 141 of the Companies Act 2013 and the Rules framed there under for re-appointment as auditors of the Company. The Members are requested to confirm the re-appointment of Statutory Auditors.

There are disclaimer remarks made by the Auditors in their Report.

Clarification of the Management in respect of disclaimer remarks of Auditor’s Report are as follows:

S. NO.	DISCLAIMER	MANAGEMENT REPLY
1.	Trade Receivables amounting to Rs. 1,35,12,86,431/-includes an overseas debtor “M/S Satwa Precious Metals & Bullion Trading (FZE)” amounting to Rs. 1,35,12,71,281/ (including foreign currency exchange gain or loss) which are outstanding for more than two years and are subject to confirmation/ reconciliation and adjustments. Since, there have been defaults in payment obligations by the overseas debtor on due dates and recoveries from this debtor are not significant, the Company has filed a recovery suit against the said party bearing No. IOP No. 7 of 2016 before the Honorable Sub Court, North Paravoor, Kerala for recovery of its entire export dues. As the matter is under judicial review the company has not created any provision for the bad and doubtful debts in the current financial year. In view of the factors stated above and in the absence of clear forward looking information regarding outcome of pending legal action initiated and time frame of reliability of this Trade Receivable, we are unable to determine the amount of expected credit loss/ impairment based on provision matrix as per the requirements of Ind-AS 109 “Financial Instruments” and its consequential impact, on the financial statements.	The export trade receivables as mentioned above has been accepted by the Export Debtor and there is no dispute regarding the amount due and payable by the said party as per communications received from the said export debtors. The Company had subsequently filed a recovery suit against the said party bearing No. IOP No. 7 of 2016 before the Honourable Sub Court, North Paravoor, Kerala for recovery of its entire export dues. The export debtor had raised before the Honourable Sub Court the issue of jurisdiction of the said Court to try the matter. The Honourable Sub Court vide its interim Order dated 4.10.2017 had found no merit in the said contention regarding jurisdiction and answered the same in favour of the Company. The Company is confident that the Court would give a favorable judgment in its favour.

2.	Reserve Bank of India (RBI) approval is still pending on the application as forwarded by the “AD”bank on behalf of the company regarding seeking prior approval from the RBI for the extension of the period of realization of the overdue export receivables. In view of the factors stated above and in the absence of any clear outcome from the RBI, we are unable to form an opinion due to the uncertainties and their possible cumulative effects on the financial statements.	The Company has also filed an extension application for the over-due export invoices with Axis Bank (AD Banker) on 16.12.2017 as per RBI Master Circular. The same is awaiting RBI approval as per letter received from the said banker. Further as per RBI Master Circular C.18(f) “ Extension of Time” the same shall be granted irrespective of the amount involved in case where the exporter has filed suits abroad. The Company has filed the suit in India bearing No. IOP No. 7 of 2016 and the same has been accepted by the Honourable Sub Court vide its interim order dated 4.10.2017 further as per Indian and UAE bilateral legal and judicial cooperation treaty dealing with the reciprocal recognition and enforcement of foreign judgments with India (Federal Decree No.83 of 2000). Hence the decree from Indian Court can be executed in U.A.E. if circumstances demand.
3.	During the year there was a summon received by the company from the “Directorate of Enforcement” to provide details in respect of export proceeds pending for realization and for tendering statement in this regards. In response of the above mentioned summon, the company has submitted relevant information and documents to the concerned department in the prescribed manner, however, the outcome regarding such summon issued by the concerned department is still pending from the part of competent authority.	The Company had provided all the necessary information and record sought from it.
4.	A statement from the company in Notes to the financial statements describes that “There was a complaint filed in "Economic Offence Wing (EOW)” against the company and its promoters by Commercial Bank of Dubai (Complainant) in the preceding year. The complainant has mixed up issues and tried to bring a private arrangement between the Complainant and the promoter which had purportedly taken place sometime in April, 2013 in United Arab Emirates (U.A.E) to India and make our Company, as parties to the complaint. The Company is no way connected to the alleged transaction nor concerned with the same or has been aware of the same till the complaint was lodged. However, the Company as a law abiding citizen had provided all the necessary information as being sought from it by the investigating officer and fully co-operating and supporting the investigation in order to bring the matter for an early closure”. This enquiry by the “Economic Offence Wing”, in respect of the complaint filed by the "Commercial Bank of Dubai” (Complainant) against the company and its promoters is still pending before the competent investigating authority.	As stated by the auditors themselves, the complainant has mixed up issues and tried to bring a private arrangement between the Complainant and the promoter which had purportedly taken place sometime in April, 2013 in United Arab Emirates (U.A.E) to India and make our Company, as parties to the complaint. The Company is no way connected to the alleged transaction nor concerned with the same or has been aware of the same till the complaint was lodged. However, the Company as a law abiding citizen had provided all the necessary information to the Investigating Officer and impressed upon him that the Company nor its directors are any way concerned or a party to the transaction which purportedly took place in Dubai between the promoters and the complainant.

5.	The Company''s operating results have been	The Board of the Company has been taking all necessary
	materially affected due to various factors including	steps to turn around the operations of the Company
	non-realization of Trade receivables, non-recovery	including cost rationalization, aggressively follow upon
	of loans and advances, continuously termination of	recovery, streamlining operations etc. and the Board is
	lease agreements, reliance on cash sales for meeting out expenses, overall substantial decrease in volume of business and sales, overdue expenses payable, pending income tax demands, continuous increase of litigation matters, etc. These events cause significant doubts on the ability of the company to continue as a going concern. The appropriateness of going concern assumption is dependent on the company''s ability to raise adequate finance from alternative means and / or recoveries from Trade Receivables to meet its short term and long term obligations as well as to establish consistent business operations. In the absence of any convincing audit evidences regarding certainty and time frame for recovery from Trade Receivables, outcome of pending legal action initiated against debtor, pending RBI approval for export realization extension, legal matters initiated against company and in view of multiple uncertainties as stated above we are unable to determine the possible effect on the financial result. We are also unable to conclude on ability of the company to carry on as a going concern.	confident that the company will show improvement.

19. COST AUDIT

Cost Audit is not applicable on your Company.

20. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 the Company has appointed, M/s. Parveen Rastogi & Co., Practicing Company Secretaries (COP No. 2883) to undertake the Secretarial Audit of the Company for the financial year 2017

18. The report of the Secretarial Auditors is annexed as ANNEXURE-III to this report.

There are no qualifications or observations, or remarks made by the Secretarial Auditor in their Report.

21. LOANS, GUARANTEES OR INVESTMENT

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

22. FIXED DEPOSIT

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

23. SIGNIFICANT AND MATERIAL ORDERS

There were no significant or material orders passed by the Regulators, Courts or Tribunals which impact the going concern status of the Company and its future operations.

24. ADEQUACY OF INTERNAL CONTROLS AND COMPLIANCE WITH LAW

The Company during the year has reviewed its Internal Financial Control (IFC) systems and has continually contributed to establishment of more robust and IFC framework, prescribed under the ambit of Section 134(5)(e) of the Companies Act, 2013. The preparation and presentation of the financial statements is pursuant to

the control criteria defined considering the essential components of Internal Control- as provided in the “Guidance Note on Audit of Internal Financial Controls over Financial Reporting’s issued by the Institute of Chartered Accountants of India.”

The control criteria ensure that orderly and efficient conduct of the Company’s business including adherence to its polices, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

There are no instances of fraud which necessitates reporting of material misstatement to the Company’s operations.

There has been no communication from regulatory agencies concerning noncompliance with or deficiencies in financial reporting practices.

25. RELATED PARTY TRANSACTIONS

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

26. SUBSIDIARIES

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

27. EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 as prescribed in Form No. MGT-9 is given in ANNEXURE-IV.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required to be furnished under Section 134(3)(m) of the Companies Act, 2013 are set out in ANNEXURE-V, which forms part of the report.

29. LISTING

The equity shares of your Company are listed with the Bombay Stock Exchange, Ahmedabad Stock Exchange, Jaipur Stock Exchange and Delhi Stock Exchange (Jaipur Stock Exchange and Delhi Stock Exchange were de-recognized by SEBI w.e.f. March 23, 2015 and January 23, 2017 respectively).

30. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2018, 98.79% of the share capital stands dematerialized.

31. CORPORATE GOVERNANCE

As per the applicable provisions of Schedule

V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Corporate Governance Report has been given in this Report. A certificate from Practicing Chartered Accountant confirming compliance with the conditions of Corporate Governance as stipulated under Schedule

V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as ANNEXURE-VI.

32. VIGIL MECHANISM

The Company has a whistle blower mechanism wherein the employees can approach the management of the company (Audit Committee Chairman in case where the concern involves the Senior Management) and make protective disclosures to the management about the unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy requires every employee to promptly report to the management actual or possible violation of the code or an even he becomes aware of that could affect the business or reputation of the company.

No person has been denied access to the Chairman to report any concern. Further, the said policy as been disseminated within the Organization.

33. COMPLIANCE WITH SECRETARIAL STANDARD

Secretarial Standard 1: Meetings of the Board of Directors and Secretarial Standard 2: General Meetings, as applicable have been complied by the company

34. 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 herewith as ANNEXURE-VII to this Report

35. ANNEXURES FORMING A PART OF BOARD’S REPORT

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

36. DIRECTOR’S RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance system established and maintained by the company, the work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls are adequate and operating effectively during the FY 2017-18.

Accordingly, pursuant to the requirements of Section 134(3)(c ) of the Companies Act, 2013, your Directors hereby confirm that :

i. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material

ANNEXURE	PARTICULARS
I	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
II	Particulars of Employees under Section 134(3](q] and Section 197(12) of the Companies Act, 2013
III	Secretarial Audit Report
IV	Extract of Annual Return-MGT-9
V	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
VI	Compliance Certificate on Corporate Governance
VII	Management Discussion and Analysis Report

departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial period and of profit or loss of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a “going concern basis”.

v. They have 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. They have devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

37. GREEN INITIATIVE

Electronic copies of the Annual Report 2017- 18 and the Notice of the 28^th Annual General Meeting are sent to all the members whose email address(s) are registered with the Company or depository participant(s). For members who have not registered their email address, physical copies are sent in the permitted mode.

38. CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion and Analysis

Report describing the Company’s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include the status of the promoters, change in government regulations, tax laws, economic developments within the country and other factors such as litigation, arrangement of funds.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

39. APPRECIATIONS

Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company’s employees at all levels.

Date: 09.08.2018

Place: Bangalore

For and on behalf of the Board of Directors

For ATLAS Jewellery India Limited

Sd/- Sd/-

Mandira Mutum Reema Jain

Whole Time Director Independent

DIN: 07747235 Director DIN: 07234917

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty Fifth Annual Report and the audited statement of accounts for the Financial Year ended March 31, 2015.

1. Financial Results

A brief summary of the audited financials of the company for the year ended March 31, 2015 is given below:

Rs. In lacs

Particulars 2014-15 2013-14

Gross Income 20546.63 7296.71

Profit/ (Loss) before tax 477.42 175.55

and Exceptional items

Less: Exceptional items 0 0

Profit/ (Loss) before tax 477.42 175.55

Less: Provision for tax 160.23 13.49

Profit/ Loss after tax 317.19 162.06

2. Review Of Business Operations

The Company is engaged in the business of export of gold jewellery and domestic retail trade of gold jewellery and other precious metal ornaments. During the year, the revenue from operations was Rs.20058.29 lacs which is 174.89% higher as compared to the revenue of Rs.7296.71 lacs in the year 2013-14. Your Company has opened two retail showrooms in Mumbai (Vashi) and Bangalore (Phoenix Mall) and is doing well in the retail market. The Earnings before interest, tax, depreciation and amortization (EBITDA) for the year 2014-15 was Rs. 554.35 lacs which is 215.39% higher over the EBITDA of Rs. 175.76 lacs in the year 2013-14.

The profit after tax Rs. 317.19 lacs also registered a growth of 95.72% over the last year profit after tax of Rs. 162.06 lacs.

3. Material Changes And Commitments During The Year

There were no material changes and commitments which may affect the financial position of the Company from the end of financial year up to the date of report.

4. Dividend

The Directors do not recommend the declaration of dividend for the financial year 2014-15 as they deem it prudent to conserve resources for business expansion.

5. Reserves and Surplus

During the financial year 2014-15, the company has transferred Rs 5000.00 lacs to its "Reserves & Surplus".

6. Share Capital

During the year under review, the Board of Directors of the Company, with the approval of shareholders, allotted 50,000,000 (Five Crores) Equity Shares of face value of Rs. 10/- each fully paid up at a price of Rs 20 (twenty) per Equity share [inclusive of a Share premium of Rs. 10 (ten) per Equity Share] with below mentioned details on preferential allotment basis pursuant to Section 62 read with section 42 of the Companies Act, 2013 read together with relevant Rules there under and other applicable provisions, if any, of the said Act, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 ["SEBI (ICDR) Regulations"], SEBI (Substantial Acquisition and Takeover) Regulations 2011 ["SEBI Takeover Regulations"]

Name of the Status No of Equity Amount Allottee Shares allotted

Mr. M . M . Promoter Group. 50,000,000 100,00,00,000 Ramachandran (Five Crore) (R s . One Mr. M . M . Equity Shares hundred crore Ramachandran is only) also the Director and Chairman of the Company

Mr. M. M. Ramachandran belongs to the promoter group. Subsequent to the said allotment the paid up capital of the Company increased to Rs. 100654533 and the shareholding of promoter group increased to 51.30%.

7. Auditors

The Members are requested to ratify the appointment of its Statutory Auditors, M/s A. Kay Mehra & Co., Chartered Accountants (FRN: 050004C), from the conclusion of this Twenty Fifth Annual General Meeting [AGM] till the conclusion of the Twenty Sixth Annual General Meeting. They have confirmed their eligibility under Section 141 of the Companies Act 2013 and the Rules framed there under for re-appointment as auditors of the Company as required under Clause 49 of the Listing Agreement the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

8. Auditors' Report

There are no disqualification, reservations, adverse remarks or disclaimers in the Auditors report and Secretarial Auditors report.

9. Cost Audit

The Cost Audit is not applicable on your Company.

10. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 the Company has appointed, M/s Parveen Rastogi & Company, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for Financial year 2014-15. The report of the Secretarial Auditors is annexed as Annexure IV to this report.

11. Directors and Key Managerial Personnel

As per Section 152 (6) of Companies Act, 2013, the director liable to retire by rotation is Mr. Ajith Kovooril Muruleedharan. Since, the Company has received a special notice from a shareholder for the removal of the said director, there remains no director to be liable to retire by rotation.

During the year, the Board proposed the re-appointment of its existing Independent Directors Mr. Gaurav Goswami and Mr. Lukoo Sugunan Madathiparambil in accordance with Companies Act, 2013. The said appointment was approved by shareholders in the Annual General Meeting held on July 08, 2014.

The Company had a new Independent Director, Mr. Ashish Srivastava on Board, in respect of whom, the Company had received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director and was appointed by the Shareholders in the Annual General Meeting held on July 08, 2014.

During the year, Mr. Gaurav Goswami and Mr. Ashish Srivastava, Independent directors of the Company have resigned w.e.f. February 28, 2015 and March 03, 2015 respectively. The Board conveys its appreciation for the services rendered by them during their tenure as Independent Directors.

Further details regarding Board of Directors are given in the Corporate Governance Report forming part of this Directors' Report.

Pursuant to the provisions of Section 203 of Companies Act, 2013 and rules made there under, Mr. Chandan Mahapatra, has been designated as Chief Financial Officer and Company Secretary of the Company w.e.f June 09, 2014 and Mr. David R. Stanley has been designated as CEO w.e.f June 09, 2014.

The Board, with the approval of shareholders in the Annual General Meeting held on July 08, 2014 appointed Mr. Ajith Muruleedharan Kovooril as the Managing Director of the Company for a term of one year which ended on June 09, 2015.

During the year, Mr. Arun Chandran K (Company Secretary) has resigned from the services of the Company effective from June 09, 2014. The Board conveys its deep sense of appreciation for the services rendered by him during his tenure as Company Secretary.

During the year ten Board Meeting were held for details of the meetings of the Board please refer to the Corporate Governance Report, which forms part of the Annual Report.

12. Particulars of Employees

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is annexed as Annexure II.

13. Policy on Appointment and Remuneration of Directors and Key Managerial Personnel's (KMPs)

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013. The Remuneration Policy is stated in the Corporate Governance Report.

14. Directors' Responsibility Statement

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013 read with Clause 49(IM)(D) (4)(A) of Listing Agreement, your Directors confirm that-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) your directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls are in place and that such internal financial controls are adequate and operating effectively.

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relationship Committee.

16. Independent Directors

A separate meeting of the Independent Directors (Annual ID Meeting) was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson of the Annual ID Meeting with the Chairman of the Board covering the performance of the Board as a whole, performance of the non-independent directors and the performance of the Board Chairman.

17. Details of Subsidiary/ Joint Ventures / Associate Companies

The Company does not have any Subsidiary, Joint Venture or Associate Companies.

18. Internal Audit & Controls

The Company appointed M/s Modi Agarwal & Associates, Chartered Accountants (FRN no. 121746W) as its Internal Auditors for the year under review. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

19. Vigil Mechanism/ Whistle blower policy

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns and to keep high standards of ethical behavior and provide safeguards to the whistle blower has been established.

Employees shall report any practices or actions believed to be inappropriate under or even illegal to their Line Manager of the appropriate member of the HR or the Legal & Compliance Department

20. Risk management policy

The Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

21. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is annexed to this Annual Report as ANNEXURE III.

22. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

During the year under review, there was no significant or material order passed by any regulators or court or tribunal impacting the going concern status and company's operations in future.

23. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The CEO and CFO Certification provided in the CEO and CFO certification section of the Annual Report discusses the adequacy of Internal Control system and procedures.

24. Deposits

The Company has neither accepted nor renewed any deposit during the year under review.

25. Particulars of loans, guarantees or investments under section 186

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

26. Particulars of contracts or arrangements with related parties

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

27. Corporate Governance

As per the applicable provisions of Clause 49 of the Listing Agreement, a detailed Corporate Governance Report has been given in this Report, along with the Management Discussion and Analysis Report, which forms an integral part of this Annual Report. A certificate the Auditors confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement is attached and forms part of this Annual Report.

28. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The detail of conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as Annexure I to this report.

29. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place -"Atlas Code of Business Conduct and Ethics -ATLAS-COC-EMP."

During the Financial Year 2014-15 the Company has not received any complaints on sexual harassment.

30. Acknowledgements

Your Directors wish to place on record their appreciation of the support from its Promoters, to Shareholders, Vendors, Customers, Media, and the Employees of the Company

For and on behalf of the Board of Directors

Sd/- Sd/- Nandakumaran Puthezhath Sunil Pant (Managing Director) (Director) DIN-02547619 DIN-07068748

Place: New Delhi Date: 12/08/2015

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Fourth Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2014. The Management Discussion and Analysis has also been incorporated into this Report.

Financial Highlights and Business Results

The Company has done export of Gems and Jewellery in the present year. Your company''s performance during the financial year 2013-14 as compared with the previous year is summarized as below:

(Amount in thousands)

Particulars 2013-2014 2012-2013

Total Income 729671.38 -

Profit/(Loss) before 17815.33 (285.12)

Depreciation, Interest & Exceptional Items

Less:-Depreciation 20.44 27.58

Less:-Finance Cost 239.03 -

Profit /(Loss) before tax &

Exceptional Items 17555.87 (312.71)

Less:-Exceptional Items - -

Profit /(Loss) before tax 17555.87 (312.71)

Less : Provision for tax 1349.37 2.57

Profit/(Loss) after Tax 16206.50 (315.28)

The Company has effectively started its export business operations from the month of January, 2014 onwards. The Company has only exported Gems and Jewellery to the foreign customers on wholesale basis. During the year the company has achieved the turnover of Rs 72,96,71,379 (seventy two crore ninety six lakh seventy one thousand three hundred and seventy nine Rupees) as against the nil turnover in the previous year. This is because of starting of export activities of the Company in the international market. Your Company is expanding its international business day by day. As a result of this good business there has been an increase in the profits of the company to Rs 1,75,55,867 (one crore seventy five lakh fifty five thousand eight hundred and sixty seven Rupees) in the present financial year.

Dividend

Due to inadequate profits and in order to conserve resources for expanding the business, your Directors have opined to not recommend any dividend for the year 2013-14.

Management Discussion and Analysis

As required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Management Discussion and Analysis of the financial condition and result of consolidated operations of the Company for the year under review, is annexed and forms an integral part of this Directors'' Report.

Corporate Governance Report

A Report on Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, forms part of the Annual Report. A Certificate from M/s. A. Kay Mehra & Co., Chartered Accountants, and Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, also forms part of the Annual Report.

Share Capital

During the year under review, the Board of Directors of the Company, with the approval of the shareholders, allotted 46449333 Equity Shares to the following shareholders who were financial investors in the Company on January 15, 2014 for an aggregate consideration of Rupees 650290662 at a price of Rupees 14 per share (face value of Rs. 10/- each and premium of Rs. 4 per share) in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("ICDR Regulations"):

Name of Allottee Number of equity shares allotted

Al Mareija Precious Metal 12494680 And Bullions (FZE)

Al Juraina Precious Metals & 9655168 Bullions (FZE)

Mankool General Trading (FZE) 12110748

Al Layyah General Trading (FZE) 12188737

Subsequent to the aforesaid allotment share capital of the Company enhanced. Because of the aforesaid allotment shareholding of Promoter (Atlas Jewellery Private Limited) falls to 3.23%. Promoter is in full control on the management and affairs of the Company.

Material Change

There was no material change affecting the financial position of the Company between the date of balance Sheet and the date of this Report.

Particular of Employees

There is no information required to be given as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) rules, 1975 for the year under review as none of the employee falls in this category.

Postal Ballot

During the financial year, the Company had passed the following resolutions by way of postal ballot pursuant to Section 192A of the Companies Act, 1956 relating to:

1. Change in the name of the Company from GEE EL Woollens Limited to Atlas Jewellery India Limited;

2. Change in the main objectives of the Company;

3. Increase in the authorized share capital of the Company and subsequent change in capital clause of Memorandum of Association of the Company; and

4. Issuance and allotment of equity shares of the Company on preferential basis to four foreign investors.

For the first two items the Company completed dispatch of postal ballots on June 27, 2013 and outcome of the postal ballot was announced on July 31, 2013 and the resolution was carried with requisite majority. The name and objectives of the Company stands amended with effect from the said date.

For the third and fourth item the Company completed dispatch of postal ballots on 18th November, 2013 and outcome of the postal ballot was announced on 23rd December 2013 and the resolution was carried with requisite majority.

Composition of the Board

Post change in the management of the Company by way of open offer which was closed on May 13, 2013 four directors have been appointed in the Company during financial year namely Mr. M. M. Ramachandran (Non Executive Director and Chairman), Mrs., Indira Ramachandran (Non Executive Director), Mr. Gaurav Goswami (Independent Director) and Mr. Lukoo Sugunan Madathiparambil. Mr. M. M. Ramachandran and Mrs. Ramachandran and Mr. and Lukoo have been appointed with effect from with effect from May 23, 2013, and Mr. Gaurav were appointed with effect from May 27, 2014. The aforesaid directors were appointed as additional directors but were regularized as directors in the 23rd Annual General Meeting of the Company held on 28th September, 2014. However, Mr. Deepak Agrawal, Mr. Himansoo Sood and Mr. Jatin Mittal have resigned with effect from May 22, 2013. Mr. Deepak Agarwal resigned with effect from May 28, 2013. The Board thanked all of them for their valuable contribution to the Company. Mr. Arun Chandaran K has been appointed on May 27, 2014 as the Company Secretary and compliance officer of the Company. At present there are four Directors in the Company namely Mr. M.M. Ramachandra (non executive Director and Chairman), Mrs. Indira Ramachandran (non executive Director), Mr. Gaurav Goswami (non executive Independent Director) and Mr. Lukoo Sugunan Madathiparambil (non executive Independent Director). The brief profiles of the aforesaid Director''s are as follows:

Mr. M.M. Ramachandran

Mr. Ramachandran is a well known businessman and is a well known face in the Gem and Jewellery Industry. He is a post graduate in Economics from Delhi School of Economies. He has worked with Canara Bank, the Commercial Bank of Kuwait. He has established several jewellery stores in Dubai and middle east. He has a vast experience of more than 35 years in the Gem and Jewellery sector. He has also been Secretary of the Dubai Gold & Jewellery Group for its first six years, key founding member of the Abu Dhabi Gold & Jewellery Group. Apart from the business Mr. Ramachandran is also a well known film director and producer of Malayalam movies. He has won various awards for his business performances and movies. He is the present non executive Director and Chairman of the Company and also a member of the Audit Committee, Chairman of the Shareholder''s/Investor Grievance and Share Transfer Committee. He is holding directorship in the following Companies:

(i) Atlas Jewellery Private Limited

(ii) Indiavision Satellite Communications Limited

(iii) R I Kanth Property Developers Private Limited

(iv) Atlas Golden Land And Developers Private Limited

(v) Atlasgold Townships (India) Private Limited

(vi) Atlas Animation Infotainment And Media School Private Limited

(vii) Atlas Holiday Private Limited

Mr. Ramachandran is not holding any shares in the Company.

Mrs. Indira Ramachandran

Mrs. Indira Ramachandran is a science graduate in physics. She has worked as a teacher in schools as a hobby. She has been working in the Gem and Jewellery industry since last 25 years and has a lot of experience in the field of managing the business and handling jewellery sales. She is the present non executive director of the Company and also a member of the Nomination and Remuneration Committee. She is holding directorship in the following Companies except the Company:

(i) Atlas Jewellery Private Limited

(ii) R I Kanth Property Developers Private Limited

(iii) Atlas Holiday Private Limited

She is liable to retire by rotation and is liable to retire by rotation in this Annual General Meeting eligible for re- appointment offered herself for re-appointment. Mrs. Ramachandran is not holding any shares in the Company. She is not a member or chairman in any committee of any other company.

Mr. Gaurav Goswami

Mr. Gaurav Goswami aged 36 years is a qualified Commerce and Management graduate. He is an expert in the field of financial management and accounts, debt syndication, project finance, investments etc. He is professional advisor to many companies. He has vast experience of 15 years in capital advisory services, real estate advisory and investment management. Mr. Gaurav Goswami is a non executive independent Director of the Company and also the Chairman of Audit Committee and Nomination and Remuneration Committee and a member of Shareholder/ Investor Grievance and shall transfer Committee. He is proposed to be appointed as a non executive Director of the Company as per the provisions of the Companies Act, 2013. Other details of Mr. Goswami as required under clause 49 of the listing Agreement is given in the notice of AGM.

Mr. Lukoo Sugunan Madathiparambil

Mr. Lukoo is a commerce graduate and having more than 10 years of experience in, sales, marketing & distribution. He is the present non executive independent Director of the Company and also the member of Audit Committee, Nomination and Remuneration Committee and Shareholders/ Investors Grievance and Share Transfer Committee. He is proposed to be appointed as a non executive Director of the Company as per the provisions of the Companies Act, 2013. Other details of Mr. Likoo as required under clause 49 of the listing Agreement is given in the notice of AGM.

Other Directors

Mr. Ashish Srivastava is proposed to be appointed as an Independent Director of the Company. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing his candidatures as Independent Director of the Company. He is an IIT graduate and having more than 10 years of experience as an entrepreneur in business management, operations. Other details of Mr. Ashish as required under clause 49 of the listing Agreement is given in the notice of AGM.

Mr. Ajith Muruleedharan Kovooril has been appointed as an additional director as well as Managing Director of the Company in the Board meeting dated 9th June, 2014 subject to approval of shareholders. He is an IT graduate having more than 6 years of versatile experience in IT, sales and marketing. His last work was with Atlas Jewellery Private Limited (in the Gem & Jewellery Sector) as a Sales and Marketing manager where he worked for two years. He has also been managing administration of whole affairs of the Atlas Jewellery Private Limited and all the sales and marketing affairs. He is not holding any shares in the Company. He is not a director in any other company and neither is a member of any committee in the Company or any other company. Terms and conditions of his appointment is given in the notice of AGM. You director recommends his appointment as a managing director of the Company. Other details of Mr. Ajith as required under clause 49 of the listing Agreement is given in the notice of AGM. Directors of your Company recommend his appointment as a Managing Director of the Company.

Change in Control

In terms of the provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Atlas Jewellery Private Limited, issued a Public Announcement for Open Offer to acquire equity shares of the Company. The Open Offer opened on May 13, 2014.

Directors Responsibility Statement

As required under section 217(1AA) of the Companies Act, 1956 it is hereby stated that:

1. In the preparation of the accounts, the applicable accounting standards have been followed;

2. The Directors have selected such accounting policies and applied them consistently except as otherwise stated in the Notes on Accounts and made judgment and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of the financial year and of the Profit of the Company for the period under review;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the accounts on a "going concern" basis.

Listing of Securities

In accordance with approval granted by the shareholders, the Company has made an application for delisting of its shares with the stock exchanges namely The Stock Exchange, Ahmadabad, and The Jaipur Stock Exchange Ltd and The Delhi Stock Exchange Association Ltd. The matter is pending with the respective stock exchanges. Company Equity Shares are listed on Bombay Stock Exchange (BSE), which has nationwide trading terminals.

Apart from the aforesaid, the Company has got listed 46449333 Equity Shares on the Bombay Stock Exchange which were issued on preferential basis to the investors mentioned above.

Auditor

M/s. A. Kay Mehra & Co. Chartered Accountants (Firm Reg. No. 050004C), retire as Auditors of the Company at the forthcoming Annual General Meeting and have given their consent for re-appointment. As required under the provisions of section 224 of the Companies Act, 1956, the Company has obtained a written certificate from M/s A. Kay Mehra & Co. Chartered Accountants, to the effect that their appointment, if made, would be in conformity with the limits specified in the said section.

Auditors'' Report & Notes on Accounts

The observations made by the Auditors are self-explanatory and have also been further simplified in the Notes to Accounts.

Public Deposits

The Company has not accepted any public deposits during the financial year under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

Audit Committee

The present Audit Committee comprised of three non- executive Directors viz., Mr. M.M. Ramachandran, Mr. Lukoo Sugunan Madathiparambil and Mr. Gaurav Goswami. The Members of the Audit Committee have the required financial background. Mr. Gaurav Goswami is the Chairman of the Audit Committee.

Change in the name and main objectives of the Company

During the year the name and main objectives of the Company were changed with the approval of the shareholders of the Company in accordance with the provisions of the Companies Act, 1956. The name of the Company has been changed from Gee El Woollens Limited to "Atlas Jewellery India Limited". The new main objectives of the Company are as follows:

(i) To carry on in India or elsewhere the business of goldsmiths, silver smiths, jewellers, gem and diamond merchants and of producing, acquiring and trading, importing, exporting, buying, selling in all kind of metals, bullion, gold, silver, platinum, diamonds, precious stones and pearls, watches, sunglasses etc.

(ii) To carry on in India or elsewhere the business to manufacture, produce, process, prepare, commercialize, cut, polish, set, design, display, exchange, examine, finish, grind, grade, assort, import, export, buy, sell, resale, demonstrate, market and to act as agent, broker, indenter, liasioner, adatias, representative, C & F agents, export house, valuer, sales promoter, supplier, provider, merchants, stockists, distributor, wholesaler, retailer or otherwise to deal in all shapes, sizes, varieties, description, specifications, applications & designs of rough, raw cut, uncut, polished or processed, natural & man made precious semiprecious & natural stones such as diamonds, ruby, pearls, gemstones, blue sapphires, cat''s eye stone, coral, topaz, opal, zircon, tourmaline, jade, spinel ruby, aquamarine, turquoise, peidot, agate, garnet, corundum, amethyst, malachite, citrine, alexendrite, smoky quartz, lapis lazuli, rock crystal, onyx, moon stone, jasper, blood stone, gold stone, bismuth, jet, diopside, tiger eye, sunstone, spinal, Jews stone, load stoner, sardonex, touch stone, amber and their ornaments, jewelleries, articles, goods, or things, made in the combination of gold, silver, platinum, or other metals, and alloys thereof and for the purpose to act as goldsmith, silversmith, jewellers, gem merchants,

Conservation of Energy and Technology Absorption

Information under section 217(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given below:

a) Energy Conservation Measures taken: Not Applicable as Company is in the business of export which are more dependent on Human skill than power consumption.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy : Nil

c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods : Not Applicable

Foreign Exchange Earnings & Outgo

The details of the earnings and outgo in Foreign Exchange during the year under review are provided in Notes to the Financial Statements as at March 31, 2014. The Members are requested to refer to the said Note for details in this regard.

Acknowledgement

Your Directors wish to place on record their gratitude to, the Company''s Customers, Bankers, Shareholders, Dealers and Suppliers for their assistance and co-operation and who have helped the Company in its endeavour. The Board also places on record its deep appreciation for the excellent support received from the employees at all levels during the year.

On behalf of the Board of Directors

M. M. Ramachandran

(Chairman)

June 09, 2014

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Mar 31, 2013

Dear Members,

The Directors are pleased to present the Twenty Third Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2013. The Management Discussion and Analysis has also been incorporated into this Report.

Financial Results

The Company had no business during the year. Your company''s performance during the financial year as compared with the previous year is summarized as below:

(Amount in thousands)

2012-2013 2011-2012

Total Income - 10001.40

Profit/(Loss) before (285.12) 7578.90 Depreciation, Interest & Exceptional Items

Less:-Depreciation 27.58 37.20

Less:-Interest - -

Profit /(Loss) before tax & Exceptional Items (312.71) 7541.70

Less:-Exceptional Items - 6531.10

Profit /(Loss) before tax (312.71) 1010.6

Less : Provision for tax 2.57 167.00

Profit/(Loss) after Tax (315.28) 843.70

Dividend

There being no profit for the year 2012-13, your Directors regret to recommend any dividend on the equity share capital of the company for the year 2012-2013.

Material Change

There was no material change affecting the financial position of the Company between the date of balance Sheet and the date of this Report effect from February 25, 2013 .

Directors Responsibility Statement

As required under section 217(1AA) of the Companies Act, 1956 it is hereby stated that:

1. In the preparation of the accounts, the applicable accounting standard have been followed;

2. The Directors have selected such accounting policies and applied them consistently except as otherwise stated in the Notes on Accounts and made judgment and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of the financial year and of the Profit of the Company for the period under review;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the accounts on a "going concern" basis.

Listing of Securities

In accordance with approval granted by the shareholders, the Company has made an application for delisting of its shares with the stock exchanges namely The Stock Exchange, Ahmadabad, and The Jaipur Stock Exchange Ltd and The Delhi Stock Exchange Association Ltd. The matter is pending with the respective stock exchanges. Company Equity Shares are listed on Bombay Stock Exchange (BSE), which has nationwide trading terminals.

Management Discussion and Analysis

As required by Clause 49 of the Listing Agreement with the stock Exchanges, Management Discussion and Analysis is appended to the Annual Report.

Change in the name and main objectives of the Company

After the date of the balance sheet the name and main objectives of the Company were changed with the approval of the shareholders of the Company in accordance with the provisions of the Companies Act, 1956. The name of the Company has been changed from Gee El Woollens Limited to "Atlas Jewellery India Limited". The new main objectives of the Company are as follows:

(i) To carry on in India or elsewhere the business of goldsmiths, silver smiths, jewellers, gem and diamond merchants and of producing, acquiring and trading, importing, exporting, buying, selling in all kind of metals, bullion, gold, silver, platinum, diamonds, precious stones and pearls, watches, sunglasses etc.

(ii) (2) To carry on in India or elsewhere the business to manufacture, produce, process, prepare, commercialize, cut, polish, set, design, display, exchange, examine, finish, grind, grade, assort, import, export, buy, sell, resale, demonstrate, market and to act as agent, broker, indentor, liasioner, adatias, representative, C & F agents, export house, valuer, sales promoter, supplier, provider, merchants, stockists, distributor, wholesaler, retailer or otherwise to deal in all shapes, sizes, varieties, description, specifications, applications & designs of rough, raw cut, uncut, polished or processed, natural & man made precious semiprecious & natural stones such as diamonds, ruby, pearls, gemstones, blue sapphires, cat''s eye stone, coral, topaz, opal, zircon, tourmaline, jade, spinel ruby, aquamarine, turquoise, peidot, agate, garnet, corundum, amethyst, malachite, citrine, alexendrite, smoky quartz, lapis lazuli, rock crystal, onyx, moon stone, jasper, blood stone, gold stone, bismuth, jet, diopside, tiger eye, sunstone, spinal, jews stone, load stoner, sardonex, touch stone, amber and their ornaments, jewelleries, articles, goods, or things, made in the combination of gold, silver, platinum, or other metals, and alloys thereof and for the purpose to act as goldsmith, silversmith, jewelers, gem merchants, electroplaters, polishers, purifiers, and to do all incidental acts and things necessary for the attainment of above objects."

Particular of Employees

There is no information required to be given as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) rules, 1975 for the year under review as none of the employee falls in this category.

Postal Ballot

After the end of the financial year, the Company had passed the following resolutions by way of postal ballot pursuant to Section 192A of the Companies Act, 1956 relating to:

1. Change in the name of the Company from GEE EL Woollens Limited to Atlas Jewellery India Limited; and

2. Change in the main objectives of the Company

The Company completed dispatch of postal ballots on June 27, 2013 and outcome of the postal ballot was announced on July 31, 2013 and the resolution was carried with requisite majority. The name and objectives of the Company stands amended with effect from the said date.

Change in Composition of the Board

During the financial year no director has been appointed. However, Mr. Deepak Agrawal, Mr. Himansoo Sood and Mr. Jatin Mittal have resigned with effect from May 22, 2013. Mr. Deepak Agarwal resigned with effect from May 28, 2013. The Board thanked all of them for their valuable contribution to the Company.

Thereafter Mr. M. M. Ramachandaran and Mrs. Indira Ramachandran have been appointed by the board as non- executive additional directors with effect from May 23, 2013. Mr. Lukoo M S has been appointed by the board as an independent additional director with effect from May 23, 2013. The board has also appointed Mr. Gaurav Goswami as an independent additional director with effect from May 27, 2013 and Mr. Arun Chandaran K has been appointed on the same date as Company Secretary and compliance officer of the Company. The brief profile of new directors is enclosed with the Director''s Report. Your directors recommend their regularization as directors of the Company.

Change in Control

Atlas Jewellery Private Limited has acquired shares from the promoters of the Company Mr. Vinod Agarwal and Ms. Pushpa Rani Agarwal vide a share transfer agreement which entitled Atlas Jewellery to 37.79 % of the paid-up share capital of the Company resulting in change in control over the Company by Atlas Jewellery with effect from February 25, 2013. Accordingly Atlas Jewellery became Promoter of the Company in place of Mr. Vinod Agarwal and Ms. Pushpa Rani as per SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009, from the said date.

In terms of the provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Atlas Jewellery, issued a Public Announcement for Open Offer to acquire equity shares of the Company. The Open Offer opened on April 26 and closed on May 16. Atlas Jewellery acquired 46790 equity shares from public shareholders of the Company at a price of ''Rs. 9.50 /- per equity share under the Open Offer. As a result of above transactions, Atlas Jewellery held 38.91% of total paid up capital of your Company post Open Offer.

Auditor

M/s. A. Kay Mehra & Co. Chartered Accountants, retire as Auditors of the Company at the forthcoming Annual General Meeting and have given their consent for re-appointment. As required under the provisions of section 224 of the Companies Act, 1956, the Company has obtained a written certificate from M/s A. Kay Mehra & Co. Chartered Accountants, to the effect that their appointment, if made, would be in conformity with the limits specified in the said section.

Compliance Certificate

Pursuant to requirement of section 383A(1) of the Companies Act, 1956 with respect to Compliance Certificate, the Company has obtained Compliance Certificate from practicing, Company Secretary, for the Financial Year ended on 31.03.2013. The same has been attached in Director''s Report.

Auditors'' Report & Notes On Accounts

The observations made by the Auditors are self-explanatory and have also been further simplified in the Notes to Accounts.

Public Deposits

The Company has not accepted any public deposits during the financial year under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

Audit Committee

The present Audit Committee comprised of three non- executive Directors viz., Mr. M.M. Ramachandran, Mr. Lukoo Sugunan Madathiparambil And Mr. Gaurav Goswami. The Members of the Audit Committee have the required financial background.

Corporate Governance Report

Your Company has complied with the provisions of Corporate Governance as under the amended Listing Agreements of the Stock Exchanges, with which the Company''s shares are listed. Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, the followings form part of this Annual Report :

(i) Chairman & Managing Director''s declaration regarding compliance of Code of Conduct by Board Members and Senior Management personnel;

(ii) Management Discussion & Analysis

(iii) Report on the Corporate Governance;

(iv) Auditor''s Certificate regarding compliance of conditions of Corporate Governance.

Employee Relations

The company enjoyed good relation with all employees with all employees throughout the year. Your Directors'' wish to place on record their appreciation of the contribution made by employees at all levels during the year.

Directors also thank the Bombay Stock Exchange, NSDL & CDSL, Share transfer Agent for their co-operation.

Conservation of Energy and Technology Absorption

Information under section 217(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given below:

Our Company is committed to the conversation of the resources. There is no wastage of energy and the working groups formed by the company for this purpose, continuously monitor the consumption of various forms of energy and evaluate the option available for energy conservation. Investments will be made, when required, for any activity identified as a source for helping us to achieve further energy savings. The Company is not using any foreign technology.

Foreign Exchange Earnings & Outgo

Foreign Exchange Earnings & Outgo Rs. NIL

Acknowledgement

Your Directors wish to place on record their gratitude to, the Company''s Customers, Bankers, Shareholders, Dealers and Suppliers for their assistance and co-operation and who have helped the Company in its endeavor. The Board also places on record its deep appreciation for the excellent support received from the employees at all levels during the year.

BY ORDER OFTHE BOARD

For GEE EL WOOLLENS LIMITED

Sd/-

Vinod Agarwal

(Chairman)

Date: 31.08.2013

Place: New Delhi

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Mar 31, 2010

The Directors have pleasure in presenting the 20th Annual Report of your company together with the Audited Accounts for the year ended 31st march 2010.

FINANCIAL RESULTS

Your companys performance during the year as compared with the previous year is summarized as below:

(Amount in thousand)

2009-2010 2008-2009

Operational Receipts - -

Other Income 1574.00 1648.00

Profit on sale of fixed assets 0.00 86.00

Creditors W/o 0.00 3573.00

Total 1574.00 5307.00

Profit/(Loss) before Depreciation & Interest 1525.00 5236.00

Less: Depreciation 67.00 91.00

Interest - -

Profit /(Loss) before tax 1458.00 5145.00

Less : Provision for tax - -

Less : FBT - -

Profit/(Loss) after Tax 1422.00 5145.00

DIVIDEND

Keeping in View of working capital requirement of the company, your Directors regret to recommend any dividend on the equity share capital of the company for the year 2009-2010.

MATERIAL CHANGE

There was no material change affecting the financial position of the company between the date of Balance Sheet and the date of this Report.

PARTICULAR OF EMPLOYESS

There is no information required to be given as per Section 217(2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rules,1975 for the year under review as none of the employee falls in this category.

DIRECTORS

M r. Deepak Agarwal, director of the company retire by rotation and being eligible offers himself for re- appointment.

Mr. Jatin Mittal has been appointed as an additional director of the company during the period under review to hold office up to the date of the ensuing annual general meeting. The company has received notice from a member along with the requisite fee proposing his candidature as director of the company as required under Section 257 of the Companies Act, 1956. Your Directors consider it desirable that the company should continue to avail the guidance and advice of Mr. Jatin Mittal and recommend his appointment as

regular director.

Mr. Himanshu Sood has been appointed as an additional director of the company during the period under review to hold office up to the date of the ensuing annual general meeting. The company has received notice from a member along with the requisite fee proposing his candidature as director of the company as required under Section 257 of the Companies Act, 1956. Your Directors consider it desirable that the company should continue to avail the guidance and advice of Mr. Himanshu Sood and recommend his appointment as regular director.

During the year under review, Mr. Sunil Kumar and Ms. Pallavi Agarwal has resigned from the Board of Directors of the company. The Board of Directors places on record its appreciation for the valuable services rendered by them during the tenure.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 it is hereby stated that:

1. In the preparation of the accounts, the applicable accounting standard have been followed;

2. The Directors have selected such accounting policies and applied them consistently except as otherwise stated in the Notes on Accounts and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of the financial year and of the Profit of the Company for the Period under review;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

4. The Directors had prepared the accounts on a "going concern" basis.

LISTING WITH THE STOCK EXCHANGES

In accordance with approval granted by the shareholder, the Company has made an application for delisting with the stock exchanges namely The Stock Exchange of Ahmedabad, The Jaipur Stock Exchange Ltd, and The Delhi Stock Exchange Association Ltd.

AUDITORS

The Statutory Auditors of the Company M/s Prakash K. Prakash. Chartered Accountants, New Delhi shall hold office until the conclusion of ensuing Annual General Meeting but they have expressed their inability to continue as auditors of the company. A Special Notice U/s 225(1) has been received from a member for appointment of M/s A. Kay Mehra & Co. Chartered Accountants, New Delhi as Statutory Auditors in place of M/s Prakash K. Prakash, Chartered Accountants of the company and to hold office until the conclusion of ensuing Annual General Meeting. Certificate from the M/s A. Kay Mehra & Co. Chartered Accountants has been received to the effect that their appointment, if made, will be within the limits prescribed under Section Companies Act,1956. Members are requested to appoint them as Statutory Auditors for the financial year 2010-2011.

AUDITORS REPORT & NOTES ON ACCOUNTS

The observation made by the Auditors are self-explanatory and have also been further amplified in the Notes to Accounts.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the financial year under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

AUDIT COMMITTEE

The Audit Committee of the Company was Constituted during the year in terms of Section 292A of the Companies Act, 1956 and clause 49 of the Listing Agreement. The committee comprises of Mr. Sushil Kumar Agarwal, Mr. Sunil Kumar and Ms. Pallavi Agarwal. The Members of the Audit Committee have the required financial background.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from statutory Auditors regarding compliance with condition of corporate Governance forms a part of Annual Report

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the stock Exchanges, a Management Discussion and Analysis is appended to the Annual Report.

EMPLOYEE RELATIONS

The company enjoyed good relation with all employees throughout the year. Your Directors wish to place on record their appreciation of the contribution made by employees at all levels during the year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information under section 217(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given below:

Our Company is Committed to the conversation of the resources. There is no wastage of energy and the working group formed by the company for this purpose continuously monitor the consumption of various forms of energy and evaluate the option available for energy conservation. Investments will be made, when required, for any activity identified as a source for helping us to achieve further energy savings. The Company is not using any foreign technology.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign Exchange Earnings & Outgo Rs. NIL

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continual co-operation the company received from Bankers and Shareholders and also acknowledges the invaluable contribution made by the employees.

BY ORDER OF THE BOARD

GEE EL WOOLLENS LIMITED

Date:02.09.2010 Sd/-

Plate : New Delhi Vinod Kumar Agarwal

(Chairman)