Atlas Cycles (Haryana) Ltd

2023-24 CIN:L35923HR1950PLC001614

TO

THE MEMBERS

Your directors are delighted to present Seventy Third (73rd) Annual Report of your Company along with the Audited financial statements (Standalone and Consolidated) prepared in compliance with Ind AS Accounting Standards, for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS & STATE OF COMPANY AFFAIRS

(Rs In Lacs)

Note: Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with the current year's classification/disclosure.

The Net Profit of the Company during the FY 202324 was ^ 54 Lacs (Approx.) as against the net loss of R 2325 Lacs (Approx.) for the previous FY 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 were three wholly owned subsidiaries of the Company. However, all three subsidiaries were strike off during the year 2023-24. At the closure of the financial year, there were no active subsidiary of the company.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 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 19,604 bicycles as against 5135 bicycles in the previous year.

SALES

Sales during the year amounted to ^ 636 lacs (approx.) as against ^ 173 lacs (approx.) 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 2024 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 nor has granted any stock options or sweat equity. As on 31st March 2024, none of the Directors of the Company held instruments convertible into equity shares of the Company.

The Company had taken the approval of Shareholders for increasing the authorized share capital from Rs. 10 Crore to Rs. 50 crore, in the 72nd Annual General Meeting of the Company.

DIVIDEND

Since the books are not in good shape, no dividend has been declared in the Financial Year 2023-24.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business.

PERFORMANCE OF THE COMPANY

The performance of the company remained below par during the year as only Sahibabad Unit is operational and supporting the production of the company. Sonepat Unit remained un-operational during the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) read with Part B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report. (Annexure-1)

Directors

During the financial year 2023-24:

The Hon'ble National Company Law Appellate Tribunal (NCLAT), Principal Bench, New Delhi vide its order dated 02.08.2023 set aside the order passed by NCLT dated 06.12.2022. In view of NCLAT order, the office of existing board (appointed by NCLT) stands removed and the earlier suspended Board again took charge of the Company w.e.f. 08.08.2023.

Thereafter, to strengthen the board of the Company, two new Independent Directors namely, CA (Dr.) Anuj Goyal and Mr. Des Raj Dhingra (Retired IAS), were appointed for 5 consecutive years and same

was confirmed by shareholders in the 72nd Annual General Meeting of the Company.

The board composition as at 31st March 2024 is as below, namely:

1. Mr. Chander Mohan Dhall, Whole Time Director, (DIN:01398734)

2. Mr. Kartik Roop Rai, Director (DIN:06789287)

3. Mr. Sanjiv Kavaljit Singh, Director (DIN:00015689)

4. Ms. Sadhna Syal, Director (DIN:07837529)

5. Mr. Ishwar Das Chugh, Director (DIN:00073257)

6. Dr. Anuj Goyal, Director (DIN: 01259762)

7. Mr. Des Raj Dhingra, Director (DIN: 01202968)

After closure of the year 2023-24, the board appointed Dr. Praveen Kumar (DIN: 08257044), retired IAS as Additional Director (Non-Executive/ Independent) for one year in the board meeting dated 29.05.2024.

The Company had received resignations from Mr. Kartik Roop Rai, Mr. Sanjiv Kavaljit Singh and Mrs. Sadhna Syal citing their personal reasons due to which their independence is under threat of breach. However, they accepted to be associated with the Company in the non-executive capacity. Therefore, on recommendation of the nomination and remuneration committee, the board appointed them as additional Director (Non-executive/non- independent) w.e.f. 01st June 2024.

Mr. Ishwar Das Chugh, aged 85 years has resigned from office of Non-executive Director and after the recommendation of the Nomination and remuneration committee, the board appointed him as additional Director (Non- Executive/Independent) in the board of the Company w.e.f. 01st June 2024.

The board recommended shareholders for confirmation of all the appointments made by the

board, in the ensuing Annual General Meeting of the Company. Resolutions along with explanatory statements to that effect have been duly incorporated in the Notice of 73rd Annual General Meeting of the Company.

For the Financial Year 2023-24, all Independent Directors, including those appointed by board, have confirmed that they meet the criteria of Independence as laid down under Section 149(6) of the Act. They have registered themselves with the Indian Institute of Corporate Affairs for inclusion of their name in data bank of independent director, in terms of provision of Rule 6 (1) of Companies (Appointment and Qualification of Directors) Rules, 2014. 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. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company.

CRITERIA FOR MAKING PAYMENT TO NONEXECUTIVE Directors

Non-Executive Directors are paid by way of 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

Mr. Chander Mohan Dhall whose tenure as Chief Financial Officer of the Company was expiring on 31st March, 2024, was re-appointed as Chief Financial Officer of the Company in Board meeting held on 10th February 2024.

During the year under review, Mr. Rakesh, Company Secretary had resigned from the office of Company Secretary w.e.f. 06th December 2023 and his resignation was duly accepted by the board.

Mr. Prakhar Rastogi was appointed in the office of Company Secretary by the board in its meeting w.e.f. 10th February 2024.

In the capacity of Key Managerial Personnel, as on March 31, 2024, the Company had following officers:

1. Mr. Chander Mohan Dhall, Whole Time Director & Chief Financial Officer

2. Mr. Prakhar Rastogi, Company Secretary & Compliance Officer

COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL OFFICER

The Board of Directors in its meeting held on 29.05.2024 took note of the Compliance Certificate duly signed by 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, 2024 as per Regulation 17(8) read with Schedule II Part B of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Such certificate is annexed with Corporate Governance Report for F.Y. 2023-24 and forms Integral part of this 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, 2024, five out of seven Directors on the board were Independent Directors. 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 taking into consideration of the various aspects of the board's functioning, composition of the board and its Committees, culture, execution and

performance of specific duties, obligations and governance.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met twelve times during the year under review. The details of these Board Meetings are provided in the Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

DEPOSITS (INCLUDING LOANS FROM MEMBERS)

Your Company has not accepted any deposits during the year under review and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the period under review there were no Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

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

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. A copy of the policy is uploaded on the Company's

website at https://www.atlasbicvcles.com/policies. html

RISK MANAGEMENT

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 for 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

7. Market Risk Assessment

8. Credit Risk Assessment

9. Customer Risk Assessment

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 determined on the basis of market capitalization at the end of F.Y 2023-24 (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. The Company has developed a Related Party Transactions framework through Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

A Policy on Material Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company https:// www.atlasbicvcles.com/policies.htm

All Related Party Transactions are placed before the Audit Committee on quarterly basis for confirmation. Omnibus 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.

Details of the transaction(s) of your Company with the entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under Para A of Schedule V of the Listing Regulations are provided as part of the financial statements.

None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the financial year under review, 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)

Since no dividend was declared by the Company for the financial year 2013-14, 2014-15 and 201516. 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 a period of seven consecutive years to IEPF Account, for financial year 2013-14, 201415 and 2015-16 are not applicable on the Company.

CORPORATE GOVERNANCE

In terms of the provisions of Section C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has complied with the requirements of Corporate Governance and a Report on Corporate Governance together with certificate from the Company's Statutory Auditors confirming compliance, is set out in a statement, which forms part of this Annual Report.

STATUTORY AUDITORS AND AUDITORS' REPORT

M/s. Dinesh Nagru & Co., Chartered Accountants (FRN: 015003N) were appointed in the office of Statutory Auditors of the company in 71st Annual General Meeting of the company for a period of 2 years, therefore their tenure is going to complete in the ensuing 73rd Annual General Meeting.

The board of directors (appointed by NCLT) in 71st Annual General Meeting of the company appointed the statutory auditor for their 2nd term of two consecutive years. However, the board is of the opinion that such resolution be amended/modified to appoint M/s. Dinesh Nagru & Co., Chartered Accountants (FRN: 015003N) for a total term of five years effective from 71st AGM till the 76th AGM of the company by addition of the term of 3 consecutive years in its original term. This Resolution is subject to the approval of shareholders in the ensuing 73rd AGM of the company.

To give effect the above agenda, a new resolution is proposed by the board before the shareholders in the ensuing 73rd Annual General Meeting to rescind the earlier ordinary resolution and to appoint the auditors for 5 consecutive years from the 71st Annual General Meeting till the conclusion of 76th Annual General Meeting of the company.

The qualifications or remarks in the Auditor's Report read with Notes to financial statements are self-explanatory and Statement on impact of audit qualifications on such qualification are seperately disclosed in this report.

COST AUDIT

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is not required to carry out audit of cost records relating to Bicycle Industry. Accordingly, your Company did not appoint Cost Auditor in this financial year.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has a comprehensive and effective internal control and risk mitigation system, including internal financial control, for all the major processes, to ensure reliability of financial reporting, timely feedback 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.

During the year 2024-25, the Company has appointed internal auditor in the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Requirements relating to Corporate Social Responsibilities as envisaged in Section 135 read with 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 of values and policies. The details of initiatives taken by the 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 SUSTAINABILITY AND RESPONSIBILITY REPORT

The Business Sustainability and Responsibility Reporting as required by Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your 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 2024 is annexed to this report and forms an integral part of this report. (Annexure-2)

SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR'S 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 (Certificate of Practice Number: 4405) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 202324 is annexed to this report and forms an integral part of this Report. (Annexure-3)

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. The annual listing Fee for the year 2023-24 has been paid to National Stock Exchange of India Limited within stipulated time and listing fee of BSE Limited is still pending as no 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.

The Company has complied with pending compliances and filed applications to BSE and National Stock Exchange for revocation of trading suspension order and the issue is under the active consideration of exchanges.

COMMITTEES OF THE BOARD

The details of the Committees of the Board, viz., Audit Committee, Nomination & Remuneration Committee, and Stakeholders' Relationship Committee constituted in compliance with the provisions of the Act and Listing Regulations are provided in the Corporate Governance Report, forming part of this Annual Report.

STATUTORY POLICIES/CODES

In compliance with the various provisions of the Act and Listing Regulations, the Company has the following policies/ codes:

Policy on Determination of Material Subsidiaries

Policy on Determination of Materiality for Disclosure

Policy on Related Party Transactions

Nomination and Remuneration Policy

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 2024 is given here below:

a) CONSERVATION OF ENERGY

In view of closure of Sonepat unit and even unit situated at Sahibabad is working at much below optimum level, the Company could not do much on conservation of energy.

b) TECHNOLOGY ABSORPTION

In view of closure of Sonepat unit and even second unit working at much below optimum level, the Company could not do much on technology absorption.

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, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, 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 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. The Directors had 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 as on 31st March 2024 and of the profits 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 detecting fraud 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 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.

REPORT ON THE HIGHLIGHTS OF PERFORMANCE OF ITS SUBSIDIARY COMPANIES, JOINT VENTURES, ASSOCIATE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

During the year under review, all three subsidiaries namely Atlas Cycles Sonepat Limited, Atlas Cycles (Sahibabad) Limited and Atlas Cycles (Malanpur) Limited have been struck off from the records of Registrar of Companies as these companies failed to commence business since incorporation.

The strike off of subsidiary companies namely, Atlas Cycles Sonepat Limited and Atlas Cycles (Malanpur) Limited was affected by the Notice of Striking Off And Dissolution in form STK-7 issued by Registrar of Companies, dated 30.03.2024 and the Notice for Atlas Cycles (Sahibabad) Limited in from STK-7 dated 02.03.2024.

Apart from these, the Company does not have any associate companies and joint ventures.

DETAILS OF ANY APPLICATION FILED FOR CORPORATE INSOLVENCY UNDER CORPORATE INSOLVENCY RESOLUTION PROCESS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

Following applications are pending as at end of the year under review.

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 V 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 remuneration or 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) Instance of one-time settlement with any Bank or Financial Institution.

ix) Statement of deviation or variation in connection with preferential issue.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.