Atlas Jewellery Director Discussions


TO

THE MEMBERS,

Your Directors are pleased to present the Companys Thirty-First (31st) Annual Report on the business and operations of ATLAS Jewellery India Limited, along with the summary of the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2021.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

A summary of the Companys financial results for the Financial Year 2020-21 is as under

(Rs. In Lacs)

Particulars 2020-21 2019-20
Gross Income 143.50 1516.35
Profit/ (Loss) before tax (485.48) 911.79
and Exceptional items
Less: Exceptional items - -
Profit/ (Loss) before tax (485.48) 911.79
Less: Tax Expenses 14.67 (13.10)
Profit/ Loss after tax (500.14) 924.89

Gross Revenue from domestic operations for FY 2020-21 was Rs. 143.50 lacs (Previous Year: Rs. 1516.35). The Net loss for the Current Year stood at Rs. 500.14 lacs against the profit of Rs. 924.89 lacs reported in the previous year.

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.

2. DIVIDEND

In view of current financial position of the company, your Directors regret their inability to recommend dividend for the Financial Year 2020-21.

3. TRANSFER TO RESERVES

During the year under review, no amount was transferred to general reserves.

4. SHARE CAPITAL

The paid-up Equity Share Capital as at March 31, 2021 stood at Rs. 100.65 crores. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2021, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

5. DEPOSIT

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

7. COVID 19 IMPACT ON THE COMPANY

The retail industry as a whole has been adversely impacted due to COVID-19 and consequent lockdown resulting out of it. The company being in the retail segment has also faced significant headwinds due to COVID-19 due to closure of its business establishment and retail showroom. The performance for the year ended 31 March 2021 has been impacted due to this unprecedented disruption. Which continued for nearly whole year of 2020 calendar year in lockdown. Any impact in future will largely depend on factors such as overall improvement in Covid situation, customer confidence, etc.

During the financial year ended 31st March 2021 has indeed been a most testing one for the Company with the pandemic hitting its retails operations very significantly, particularly the first half of the financial year. However the company did quite well on cost management including re-negotiating with certain landlords on the rent reduction/ waiver.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

9. PARTICULARS OF LOANS, GUARANTEES AND 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.

10. INTERNAL CONTROLS AND COMPLIANCE WITH LAW

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013. For the year ended 31st March 2021, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Companys operations.

The internal auditors of the company conduct audit of various department and areas. The Internal Audit Department reports its findings and observations to the Audit Committee which meets to review the audit issues and to follow up implementation of corrective actions. The statutory auditors also provide assurance on the adequacy of the internal control systems in the Company.

During the year, the company had identified one case of misappropriation and recovered Rs.12.06 Lakhs and the balance recoverable amount as on 31.03.2021 stands at Rs.27.29Lakhs. The company further under its fidelity cover of Rs.5Crore had already filed a claim with the insurance company as well as police complaint regarding the same. The detail of misappropriation has been shared with the statutory as well as the internal auditors of the company.

11. RELATED PARTY TRANSACTIONS

There were no contracts 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.

12. SUBSIDIARIES

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

13. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, which is required to be given pursuant to the provisions of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is provided in Annexure- "A" forming part of this Board Report.

14. DIRECTORS AND KEY MANAGERIAL

PERSONNEL

Appointment/Re-appointment

The Board based on the recommendation made by the Nomination and Remuneration Committee has recommended for your approval the re-appointment of Mr. Nanda Kumaran Puthezhath as Whole Time Director (KMP) of the Company from 1st April 2021 to 31st March 2022.

The Board based on the recommendation made by the Nomination and Remuneration Committee has recommended for your approval the re-appointment of Mr. Bashyakar Mattapalli, as Non-Executive Independent Director of the Company for another term of five consecutive years with effect from 5th March, 2022 to 4th March, 2027.

The Board based on the recommendation made by the Nomination and Remuneration Committee has recommended for your approval the appointment of Ms. Pooja Solanki & Dr. (Mrs.) Gowri Ramachandrani, as Non-Executive Independent Directors of the Company for a term of five consecutive years with effect from 28th June, 2021 to 27th June, 2026.

Retire by rotation

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 re-appointment.

The information on the particulars of Director eligible for appointment in terms of Regulation 36 (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.

None of the Directors is related to each other within the meaning of the term "relative" as per Section 2(77) of the Companies Act 2013.

15. MEETINGS OF THE BOARD OF DIRECTORS

The Board met four times during the financial year 2020-21 on 27th July, 2020, 29th August, 2020, 11th November, 2020 & 13th February, 2021. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

This information is given in Annexure- "B"- Report on Corporate Governance forming part of this Board Report.

16. COMMITTEES OF THE BOARD

In accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board constituted the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

A majority of the committees consists entirely of independent directors. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

17. COMPANYS POLICY ON DIRECTORS

APPOINTMENT & REMUNERATION

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

On the recommendation of the NRC, the Board has adopted and framed a Nomination & Remuneration Charter for primarily providing guidance and support to the Board in identifying persons qualified to be become directors and in senior management positions and recommend to the Board their appointment and removal. The remuneration determined for Executive / Independent Directors is subject to the recommendation of the NRC and approval of the Board of Directors. The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings.

It is affirmed that the remuneration paid to Directors and senior management are in accordance with the Nomination & Remuneration Charter of the Company. The Charter of the Company on Directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at www.atlasjewelleryindia.com.

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2021, the Board had four members one is executive director and three independent directors. One Director in the Board is woman director.

The details relating to the same are given in Annexure-"B"- Report on Corporate Governance forming part of this Board Report.

18. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company. The members are requested to visit our website at https://www.atlasjewelleryindia.com/ investor-relations/financial-results/annual-report/

19. DIRECTORS 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 Companys Internal Financial Controls are adequate and operating effectively during the FY 2020-21.

Accordingly, pursuant to the requirements of Section 134(5) of the Companies Act, 2013 the Board of

Directors, to the best of its knowledge and ability, confirm that:

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

20. PERFORMANCE EVALUATION OF THE

BOARD, ITS COMMITTEES, DIRECTOR AND CHAIRMAN

Performance evaluation of the Board, the Board Committees and the individual Directors was carried out by the Board in accordance with the Policy approved by the Nomination & Remuneration Committee in this regard. An indicative list of factors on which evaluation of the individual directors, the Board and the Committees was carried out includes, Board structure and composition, degree of fulfilment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information flow, functioning of the Board/ Committees, Board culture and dynamics, quality of relationship between the Board and Management, contribution to decisions of the Board, guidance/support to Management outside Board/Committee meetings.

Synopsis of which is provided in Annexure-"B" ‘Report of the Board of Directors & Management Discussion and Analysis, forming part of the Report and Accounts.

21. INDEPENDENT DIRECTORS

As on 31.03.2021 Mr. Bashyakar Mattapalli, Mr. Mohandas and Ms. Reema Jain were the Independent Directors and all have given declarations that they continue to meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and regulations 16(1)(b) of the LODR Regulations and that they are not debarred form holding the office of director by virtue of any SEBI order or any other such authority.

No Independent Director had resigned during the Financial Year 2020-21.

Meeting of Independent Directors

A separate meeting of Independent Directors of the Company without the presence of the Executive Directors & the Management Representatives was held on March 15, 2021 as required under Schedule IV to the Companies Act (Code for Independent Directors) and Regulation 25 (3) of the LODR Regulations. At the said meeting, the Independent Directors: (i) review the performance of non-independent directors and the board of directors as a whole; (ii) review the performance of the chairperson taking into account the views of executive and non-executive directors; and (iii) assess the quality, quantity and timeliness of flow of information between the management and the board of directors.

All the Independent Directors of the Company attended the Meeting of Independent Directors held on March 27, 2021. The Independent Directors expressed their satisfaction to the desired level on the governance of the Board.

More details relating to the same are given in Annexure-"B"- Report on Corporate Governance forming part of this Board Report.

Familiarization Programme for Independent Directors

The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the company operates etc.

22. DECLARATION OF INDEPENDENCE

All the Independent Directors of the Company have given their declarations to the Company under Section

149(7) of the Companies Act that they meet the criteria of independence as provided under Section 149(6) of the Companies Act read with Regulation 16(1) (b) of the LODR Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

During the year under review, the Company did not have any pecuniary relationship or transactions with any of its Directors, other than payment of remuneration to the Executive Directors and payment of sitting fees to Non-executive Directors and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

23. COMPLIANCE WITH SECRETARIAL

STANDARD ON BOARD AND GENERAL MEETINGS

During the year, your company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

24. DISCLOSURE AS PER THE SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The company has complied with the provision relating to constitution of Internal Complaints Committee (ICC) under the Act. The Committee comprising of both internal members as well as external member, with adequate experience and expertise in dealing with such matters.

During the year under review there has been no complaints filed nor any complaint remained pending as a carry forward from the previous year.

25. VIGIL MECHANISM

The Company has adopted a Vigil Mechanism Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct in order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees direct access to the Chairman of the Audit Committee.

Under the policy 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 unethical behavior, actual or suspected fraud or violation of the Companys code of Business Conduct & Ethics and Insider Trading Code.

It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Vigil Mechanism Policy has been posted on the Website of the Company.

26. REPORTING OF FRAUDS BY AUDITORS

UNDER SUB-SECTION (12) OF SECTION 143 of THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013 to the Audit Committee, or to the Board.

27. CORPORATE GOVERNANCE & COMPLIANCE

CERTIFICATION THEREOF

Pursuant to Regulation 34 of SEBI (Listing) Regulations 2015, a Report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance are provided in Annexure- "B"-Report on Corporate Governance forming part of this Board Report.

28. PARTICULARS OF EMPLOYEES AND

RELATED DISCLOSURES

Information in accordance with the provisions of Section 197(12) of the 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- "C" to this Board Report

As regards information related to Rule 5(2), there was no employee in receipt of remuneration as prescribed therein and hence not applicable to the company.

29. 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- "D" which forms a part of this Report of the Directors. The Code of Conduct is available on the Companys website.

30. AUDITORS

30.1. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules made thereunder, the Company has appointed M/s Tarun Kandhari

& Co LLP, Chartered Accountants, (Firm No.

006108C) to undertake the Statutory Audit of the Company for the financial year 2020-21. 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.

30.2. Secretarial Auditors

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 & Co., Practicing Company Secretaries (CoP No. 2883) to undertake the Secretarial Audit of the Company for the financial year 2020-21. The report of the Secretarial Auditors is annexed as Annexure- "E" to this Board Report.

30.3. Cost Auditors

The provisions of Section 148 of the Companies Act 2013 relating to Cost Audit is not applicable to the Company and hence no Cost Auditor was appointed during the year under review.

31. AUDITORS REPORT

31.1. Statutory Audit Report

There are qualified opinions made by the Auditors in their Report. Clarifications of the Management in respect of qualified opinions of Auditors Report are as follows:

S. No. QUALIFIED OPINION MANAGEMENT REPLY
1 (a) Non-provision of the expected credit loss/ impairment. The Company has not recognized provision for the expected credit loss/impairment as required under Ind-AS 109 relating to overdue overseas Trade Receivables - "M/S Satwa Precious Metals & Bullion Trading (FZE)" of Rs. 15270.23 Lakhs (including unrealized foreign currency exchange gain of Rs. 2569.31 lacs as per Ind-AS 21) as the Company has filed a recovery suit aganist the said overseas debtor before the Honurable Sub Court of North Parvoor. The Honourable Court has passed an interim order in favour of the Company that it has jurisdiction to try the suit and further the overseas debtors have not contested the dues before the Court. The said overdue trade receivables is outstanding from more than four years . The recovery of this trade receivable is dependent upon outcome of the Court proceedings initiated by the Company and hence presently the Company is not in a position to make a reasonable estimate of the likely amount of provision to be created.In light of the aforementioned facts and with nil provisioning the impact in the Financial statements would be decrease in trade receivable by Rs.15,270.23 Lakhs and consequent decrease in profits and increase in losses will be amounting to Rs.15,770.37 Lakhs and retained earnings would have decreased by Rs.15,270.23 Lakhs and become negative of Rs.(-)Rs.9,178.63 Lakhs. Trade Receivables are classified as Financial Instruments under Ind-AS 109 and the Company is required to provide for impairments/ obligations as per "Expected Credit Loss (ECL) Method. Since the matter is still being decided by the Honourable Court the Company is presently not in a position to quantify the impairment amount as per the said accounting standards and hence has decided to wait for the Courts outcome before providing for any "Expected Credit Loss" under Ind- AS 109.For a more detailed understanding of the Companys instance in this matter kindly refer to "Trade Receivables" in the Notes to Accounts.
2 Material Uncertainty related to going concern The Companys operating results have been materially affected due to various factors including non realization of Trade receivables, notional unrealized foreign exchange gain/loss on unsecured and doubtful overseas debtor, reliance on cash sales for meeting out expenses, pending income tax demands etc. These events cause significant doubts on the ability of the company to continue as a going concern. The appropriateness of the going concern assumption is dependent on recoveries from overseas Trade Receivable and/ or the companys ability to raise adequate finance from alternative means to meet its obligations as and when they arise and as well as to establish consistent business operation. These situation indicates that material uncertainty exists that cast significant doubts on the companys ability to continue as a going concern. Management is of the view that notional foreign exchange gain or loss does not have any material impact on the Cash flows or going concern, as the same is provided as per the requirements of Ind-AS 21. Secondly the income tax demands also do not significantly impact the going concern concept due to the reasons mentioned in the Notes to Accounts.As regards reliance on cash sales, the Company does not have any debt or line of credit from banks or financial institutions or any other lender and its revenue is solely from its retail showroom operations. The operations of which has been severally impacted due to the Covid-19 pandemic. Further the Promoter has been unable to actively manage the Company or nominate directors on the Board of the Company nor support in any fund raising activities since his entire shareholding has been locked in an escrow account since 2014 under SEBI regulations as his open offer was awaiting SEBI clearance since then. SEBI very recently vide its adjudication order dated 17.6.2021 has allowed the promoter to go ahead with the said open offer with certain conditions. Since the order has been received very recently and further since 45 days from the date of the order is available for appeal or otherwise the exact impact of the order is being studied by the Company.Hence the management is of the opinion that the Profit and Loss Account and Cash Flow Statement for the year ended March 31,2021 and the Balance Sheet as at March 31, 2021 are materially correct and there is no material impact of the audit qualification.

31.2. Secretarial Audit Report

M/s. Parveen Rastogi & Co, Company Secretaries in Practice conducted the Secretarial Audit for the financial year 2020-2021.

The Secretarial Audit Report for the financial year ended March 31, 2021, is annexed herewith as Annexure- "E" which forms a part of this Report.

The Secretarial Audit Report for the financial year ended March 31, 2021, contains one observation and clarification by the Board for the same is as follows:

Observation:

The Board of Directors of the Company was duly re-constituted with proper balance of Executive Director, Non-Executive Director and Independent Directors except the non-compliance of Regulation 17(1)(c) of SEBI (LODR) Regulations, 2015 to the extent of having less than 6 directors on its Board even after the Company falls under top 2000 listed entities based on market capitalization as on March 31, 2021.

However, the Bombay Stock Exchange Limited (BSE) vide Exchange Notice bearing No. 20210615-38 dated 15.6.2021 has informed that the Company being non-complied with the requirements of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for two consecutive quarters, that is, December 2020 and March 2021 would be transferred to "Z/ ZP/ZY" group on 28.06.2021 in case the Company fails to comply with the requirements of Regulation 17(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 on or before 23.06.2021 Clarification: The Company due to Covid-19 pandemic was unable to reconstitute its Board with the prescribed time and this was further compounded by some of the Board Members becoming unwell due to Covid-19. Further one of the shortlisted candidates himself was affected by Covid-19 and hence could not present himself before the Board.

In spite of the aforementioned challenges and unprecedented situation the Company duly reconstituted its Board in compliance with Regulations 17(1)(c) of SEBI (LODR) Regulations 2015 and the Stock Exchange Notice bearing No. 20210615-38 dated 15.6.2021 on June 28.2021. The same was also informed to the Stock Exchange. No subsequent action was initiated by the Stock Exchange on the Company. The above compliance has also been noted by the Secretarial Auditors and duly captured in their report.

32. LISTING

The equity shares of your Company are listed with the Bombay Stock Exchange. The Listing fees have been paid up to 31st March 2022.

33. PREVENTION OF INSIDER TRADING

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Board of Directors of the Company has adopted the revised AJIL Code of Conduct for prevention of Insider Trading and the Code of Practices and Procedures for fair disclosures of unpublished price sensitive information (Insider Trading Code). All the Directors, Employees of the Company and their immediate relatives and other connected persons who could have access to the

Unpublished Price Sensitive Information of the Company, are governed under this Insider Trading Code. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

34. MANAGEMENT DISCUSSION & ANALYSIS

REPORT

The Management Discussion and Analysis Report, as required by Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as part of this Annual Report.

35. ANNEXURES FORMING A PART OF BOARDS

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:

ANNEXURE PARTICULARS
A Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
B Corporate Governance Report
C Particulars of Employees under Section 134(3)(q) and Section 197(12) of the Companies Act, 2013
D Whole Time Directors Certificate under Schedule V Part D of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on compliance of Code of Conduct
E Secretarial Audit Report

36. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continuous support received from shareholders, customers and the employees of the Company.

For and on behalf of the Board of Directors For ATLAS Jewellery India Limited

Sd/-
Nanda Kumaran Puthezhath
Date: August 11, 2021 Chairman
Place: Kochi DIN: 02547619