CORPORATE GOVERNANCE REPORT 2014-2015
Corporate Governance is the set of policies, processes and practices governing the affairs of a Company in pursuit of its business goals. Corporate Governance is based on the principles of integrity, fairness, equity, transparency, accountability and commitment to values. Good governance practices stem from the culture and mindset of the organization. As stakeholders across the globe evince keen interest in the practices and performance of companies, Corporate Governance has emerged on the centre stage. Over the years, governance processes and systems have been strengthened and institutionalized at Atlas. Effective implementation of these policies underpins the commitment of the Company to uphold highest principles of Corporate Governance consistent with the Company's goal to enhance shareholders' value.
Keeping in view the Company's size, complexity, global operations and corporate traditions, the Company's Governance framework is based on the following main principles:
• Constitution of Board of Directors of appropriate composition, size, varied expertise and commitment to discharge their responsibilities and duties.
• Ensuring timely flow of information to the Board and its Committees to enable them discharge their functions effectively.
• A sound system of risk management and internal control.
• Independent verification and safeguarding integrity of the Company's financial reporting.
• Timely and balanced disclosure of all material information concerning the Company to all stakeholders.
• Transparency and accountability.
• Fair and equitable treatment to all stakeholders including employees, customers, shareholders and investors.
• Compliance with all the rules and regulations.
The Company recognizes that good Corporate Governance is a continuing exercise and is committed to follow the best practices in the overall interest of the stakeholders. In accordance with clause 49 of the Listing Agreement with National Stock Exchange of India Limited, BSE Limited and Delhi Stock Exchange Limited and the best practices followed internationally on Corporate Governance, the details of governance systems and processes are as under:
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance deals with the complex set of relationships between the Company and its board of directors, management, shareholders, and other stakeholders. Your Company believes that changes are inevitable in the corporate world, whether relating to laws, rules, regulations, standards, procedures, public disclosures, thereby constantly posing challenges for the corporate to meet with the highest set of standards of business ethics and fair play. However adherence to Corporate Governance practices at each such time shall lead the way to transparent and just business operations. Corporate Governance encompasses good practices, adherence to laws, procedures, standards and implicit rules that enable the management to take wise and sound decisions, whose results will have an impact not only on its shareholders, creditors, associates, employees and the government but society at large. The core objective of Corporate Governance is to maximize shareholder value through an open and transparent disclosure regime. Corporate Governance practice enables every stakeholder to have access to fullest information about the Company and its functioning thereby achieving stakeholder's satisfaction.
In view of the above statement, your Company reaffirms its commitment to excellence in Corporate Governance and constantly strives and endeavors to attain the high standards of business ethics and fair play, by employing the finest practices of corporate values and ethics. Your Company also believes that good Corporate Governance will also help to translate into being a responsible corporate citizen.
2. BOARD OF DIRECTORS
Composition and category
The Board of Directors of the Company ("the Board") provides leadership and guidance to the Company's Management and also supervises, directs and manages the performance of the Company. The Board has constituted various committees of Directors, for the matters requiring special attention and their effective and efficient disposal.
Your Company's Board is represented by professionally qualified Executive, Non-Executive and Independent Directors. The Board as on date is comprised of one Executive director, three non Executive Directors and three Independent directors. Details of the Directors constituting the Board, their category, shareholding in the Company, number of Directorships in other public limited companies etc. are as follows:
# Excluding private limited companies and foreign companies.
# Membership / Chairmanship of following Committees are considered : Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee.
# Woman Non Executive Director was appointed as Additional Director as on 26th March, 2015 through Resolution by circulation whose appointment was ratified in the Board Meeting held on 29th April, 2015.
The ratio between Executive and Non-Executive Directors and Independent Directors is 1:3:3.
None of the Directors on the Board is a member of more than ten Committees and Chairman of more than five Committees across all companies in which they are Directors.
The Board meets at least once in a quarter to review the quarterly performance and the financial results. The Board Meetings are generally scheduled in advance and the notice of each Board Meeting is given in writing to each Director. All the items on the agenda are accompanied by notes giving comprehensive information on the related subject and in certain matters such as financial/business plans, financial results, detailed presentations are made.
As the Secretarial Standards relating to Board Meetings and General Meetings became applicable to the Company with effect from 1st July, 2015, the Company started following the applicable Secretarial Standards relating to Board Meetings, Resolutions passed by circulation, Annual General Meeting, Extra-ordinary General Meetings and Postal Ballot. The information as specified in Annexure I A to the Clause 49 of the Listing Agreement is regularly made available to the Board.
To enable the Board to discharge its responsibilities effectively, the members of the Board are briefed of every Board Meeting, on the overall performance of the Company, with presentations by business heads. Senior Management is invited to attend the Board Meeting so as to provide additional inputs to the items being discussed by the Board.
The Board's role, functions, responsibility and accountability are clearly defined. In addition to statutory matters requiring Board's approval, all major decisions involving policy formulation, strategy and business plans, annual operating and capital expenditure budgets, new investments, details of joint ventures, sale of business unit/ division, compliance with statutory/ regulatory requirements, major accounting provisions and write-offs are considered by the Board.
Attendance of each director at the meetings of the Company
The detail of attendance of each Director of the Company in Board Meetings held during the financial year 2014-15 is given below:
Number of Board Meetings held and the dates on which held
Ten Board Meetings were held during the financial year 201415. The Company has held at least one Board Meeting in every three months and the maximum time gap between any two such meetings was not more than four months.
Agenda and Minutes
All the departments of the Company communicate to the Company Secretary well in advance with regard to matters requiring approval of the Board/Committees of the Board to enable him to include the same in the agenda for the Board/ Committee meeting(s). Agenda papers are generally circulated to the Board/Committee members well in advance before the meeting.
The Company Secretary while preparing the agenda and minutes of the Board/Committee meeting has ensured adherence to the applicable provisions of the law including the Companies Act, 2013. The applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) are also being followed by the Company. The draft minutes of the proceedings of each meeting duly initialed by the Chairman of the meeting are being circulated to the members for their comments and thereafter, confirmed by the Board/Committee in its next meeting. The Board also takes note of the minutes of the Committee Meetings duly approved by their respective Chairman.
All material information is incorporated in the agenda papers for facilitating meaningful and focused discussions at the meeting. The information regularly supplied to the Board inter-alia includes the following:
• Annual operating plans and budgets and any updates thereon.
• Capital budgets and updates, if any.
• Quarterly results of the Company and its operating divisions or business segments.
• Minutes of meetings of Audit Committee and other committees of the Board.
• Legal compliance report and certificate
• Information on recruitment, resignation and remuneration of senior officers.
• Show cause, demand, prosecution notices and penalty notices issued, if any against the Company having material impact.
• Fatal or serious accidents, dangerous occurrences, material effluent or pollution problems, if any.
• Any material default in financial obligations to or by the Company, or substantial non-recoveries against sale, if any.
• Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implication on the Company, if any.
• Details of any joint venture or collaboration agreement, if any.
• Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property, if any.
• Significant labour problems and their proposed solutions. Any significant development in human resources/industrial relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc., if any.
• Sale of material, nature of investment, subsidiaries, assets, which is not in normal course of business, if any.
• Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.
• Non-compliance of any regulatory, statutory nature or listing requirements and shareholders service such as delay in share transfer, etc.
3. SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company meets at least once in a year as per the requirement of Clause 49 of the Listing Agreement. The Meeting of Independent Directors was held on 13th August, 2015 in which majority of Independent Directors were present.
The Independent Directors in the Meeting, inter-alia:
- Reviewed the performance of Non-Independent Directors and the Board as whole.
- Reviewed the performance of Chairman of the Company, taking into account the views of Executive Directors and Non Executive Directors.
- Assessed the quality, quantity and timeliness of flow of
information between the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties.
4. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
The familiarization programme for Independent Directors is designed based on requirement of Clause 49 of the Listing Agreement entered with the Stock Exchanges viz. National Stock Exchange India Limited, BSE Limited and Delhi Stock Exchange Limited. This is available on the website of the Company www.AtlasBicycles.com The familiarisation programme aims at familiarizing the Independent Directors to understand the business of the Company in depth that would facilitate their active participation in managing the Company and to facilitate them to understand their roles, responsibilities, powers, duties etc.
5. CODE OF CONDUCT
The Board of Directors of the Company has formulated a Code of Conduct for all Board Members and Senior Management Members of the Company. The Code of Conduct has been posted on the website of the Company. All the Directors and Senior Management Members have affirmed compliance with the Code of Conduct as approved and adopted by the Board of Directors. A declaration to that effect signed by the Chief Executive Officer forms part of the Annual Report of the Company.
6. WHISTLE BLOWER POLICY
The Company has adopted the Code of Ethics & Business Conduct, which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of employees in pointing out such violations of the Code cannot be undermined. Accordingly, this Whistle blower Policy ("the Policy") has been formulated with a view to provide a mechanism for employees of the Company to raise concerns on any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.
The Whistle blower policy intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company. The policy neither releases employees from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a personal situation.
7. AUDIT COMMITTEE
Broad Terms of Reference
The Audit Committee of the Board of Directors of the Company, inter-alia, provides assurance to the Board on the adequacy of the internal control systems and financial disclosures. The Terms of Reference of the Audit Committee are wide enough to cover the matters specified for Audit Committee under Clause 49 of the Listing Agreement as well as in Section 177 of the Companies Act, 2013 and inter-alia includes: a. oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
b. recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the Statutory Auditors and the fixation of audit fees;
c. reviewing, with the management, the annual financial statement before submission to the Board for approval,
d. reviewing with the management, the quarterly financial statements before submission to the Board for approval;
e. reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
f. discussion with internal auditors any significant findings and follow up thereon;
g. discussion with statutory auditors before audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
In fulfilling the above role, the Audit Committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice.
The Audit Committee, while reviewing the Annual Financial Statements also reviewed the applicability of various Accounting Standards (AS) referred to Section 133 of the Companies Act, 2013. Compliance of the Accounting Standards as applicable to the Company has been ensured in the Financial Statements for the year ended March 31, 2015.
The Audit Committee comprised of three Directors and all the directors were Non-Executive till 4th March 2015, from 5th March, 2015 onwards the Audit Committee comprises of three Directors one of them is Non Executive Director and remaining two are Independent Directors of the Company. The Composition of Audit Committee is changed in accordance with the provisions of Clause 49(III)(A) of the Listing Agreement and Section 177 of the Companies Act, 2013. All these Directors possess adequate knowledge of corporate finance, accounts and company law.
The Meetings of the Audit Committee are attended by the Company Secretary. The Company Secretary acts as Secretary to the Committee. The Minutes of the Audit Committee Meetings are noted by the Board of Directors at the subsequent Board Meeting.
The constitution of Audit Committee as on 31st March, 2015 comprised of the following:
Meetings and attendance
The Audit committee held five meetings during the financial year ended March 31, 2015 and the gap between two meetings did not exceed four months. The Audit Committee Meetings were held on 29.05.2014, 13.08.2014, 03.09.2014, 10.11.2014 and 12.02.2015.
8. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee and its Policy are in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 under the Listing Agreement. The Committee was formed as on 5th of March, 2015. The Objectives of the Committee is to:
- Formulate the criteria for determining qualifications, positive attributes and independence of a director.
- Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.
- Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.
a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.
b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
c) The Company shall not appoint or continue the employment of any person as Managing Director, Whole-time Director or Manager who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.
a) The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel is determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. is subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.
b) The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Act.
c) Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director.
d) Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such issuance shall be treated as part of the remuneration.
A. Whole Time Director
- Salary and commission within the limits prescribed under the Companies Act, 2013.
- Annual increments depending upon individual's performance.
- No sitting fees.
B. Non-Executive Directors
- Sitting fees and out of pocket expenses for attending meetings. The remuneration payable to Whole Time Director was decided by the Board of Directors while renewing his appointment for five years from 31.03.2013 shareholders' approval was obtained at the Annual General Meeting held on 30.09.2013.
The remuneration payable to non-executive directors is decided by the Board of Directors.
. STAKEHOLDER'S RELATIONSHIP COMMITTEE
The Stakeholder's Relationship Committee comprises of Executive and Non-Executive Directors. The composition of Stakeholder's Relationship Committee is as follows
Terms of Reference
The Stakeholder's Relationship Committee, inter alia, oversees and reviews all matters connected with the investor services in connection with applications received and shares allotted in the Initial Public Offer, status of refund account, conversion of partly paid shares into fully paid shares, rematerialization and dematerialization of shares and transfer of shares of the Company. The Committee oversees performance of the Registrar and Transfer Agent of the Company and recommends measures for overall improvement in the quality of investor services.
The Secretarial Department of the Company and the Registrar and Share Transfer Agent, Mas Services Limited attend to all grievances of the shareholders and investors received directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies etc.
The Minutes of the Stakeholder's Relationship Committee are noted by the Board of Directors at the Board Meetings. Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors.
Complaints received and redressed during the year 20142015
During the year 14 letters/complaints were received from shareholders / debentureholders all of which were replied / resolved to the full satisfaction of the shareholders.
10. SHARE TRANSFER SUB-COMMITTEE
Shri I.D. Chugh (DIN: 00073257), Whole Time Director of the Company has been delegated the power to approve share transfers.
There were no share transfers pending for registration for more than 21 days during the year.
11. RISK MANAGEMENT COMMITTEE
The Risk Management Committee and its Policy formulated in compliance with Clause 49(VI) of the Listing Agreement entered by Company with National Stock Exchange of India Limited, BSE Limited and Delhi Stock Exchange Limited. The Committee was formed on 5th of March, 2015.
Risk Management Policy
The Risk Management Committee formulated a policy called Risk Management policy for minimizing the risk of the Company. The same is available on website of the Company.
12. RELATED PARTY TRANSACTON POLICY
The Board of Directors of the Company formulates a policy for entering into Related Party Transactions in accordance with the Provisions of Section 188 of the Companies Act, 2013 read with Rules made there under and as per Clause 49(VII) of Listing Agreement. All related party transactions are entered into at arm's length, in ordinary course of business and are not material.
A. APPROVAL AND REVIEW
a) All Related Party Transactions (including any modification/ renewal thereof) are entered with prior approval of the Audit Committee.
b) The Audit Committee grants omnibus approval to proposed Related Party Transactions in accordance with Clause 49(VII)(D) of the Listing Agreement accepting those transactions which fall under Section 188 of the Companies Act, 2013, subject to the following conditions:
i. transaction is repetitive in nature;
ii. the Committee is satisfied of the need of the transaction.
iii. the omnibus approval shall specify (i) the name of the related party, nature of transaction, period of transaction, maximum amount of transaction that can be entered into, (ii) the indicative base price / current contracted price and
the formula for variation in the price if any and (iii) such other conditions as the Committee may deem fit; Provided that where the need for Related Party Transaction cannot be foreseen and aforesaid details are not available, the Committee grants omnibus approval for such transactions subject to their value not exceeding Rs.1 crore per transaction. iv. Transactions are not ratified by the Board in its next meeting.
c) All Related Party Transactions which are 'Material' shall also require prior approval of the shareholders by way of special resolution and all Related Parties shall abstain from voting, irrespective of whether they are party to the particular transaction or not. Provided that if the legal requirement is relaxed or made stringent on this requirement, then the same will be followed.
d) All Related Party Transactions, are reviewed by the Audit Committee on quarterly basis.
B. MATERIAL RELATED PARY TRANSACTION
Subject to the provisions of Clause 49 of the Listing Agreement, a transaction with a related party shall be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statement of the Company.
13. COMPLIANCE OFFICER
Mr. Jaspreet Singh, Company Secretary act as the Compliance officer of the Company for complying with the requirements of the Listing Agreement with the Stock Exchange and requirements of SEBI (Prohibition of Insider Trading) Regulation, 1992 / 2015.
14. SUBSIDIARY COMPANIES
The Company has three wholly owned Subsidiary Companies viz. Atlas Cycles Sonepat Limited, Atlas Cycles (Sahibabad) Limited and Atlas Cycles (Malanpur) Limited. The minutes of Board Meetings of Atlas Cycles Sonepat Limited held on 29.05.2014, 13.08.2014, 03.09.2014, 10.11.2014, and 12.02.2015 were placed at the Board Meeting of the holding Company Atlas Cycles (Haryana) Limited for review on 13.08.2014, 10.1 1.2014, 12.02.2015, and 06.04.2015 respectively.
The minutes of Board Meetings of Atlas Cycles (Sahibabad) Limited held on 29.05.2014, 13.08.2014, 03.09.2014, 10.11.2014, and 12.02.2015 were placed at the Board Meeting of the holding Company Atlas Cycles (Haryana) Limited for review on 13.08.2014, 10.11.2014, 12.02.2015, and 06.04.2015 respectively.
The minutes of Board Meetings of Atlas Cycles (Malanpur) Limited held on 29.05.2014, 13.08.2014, 03.09.2014, 10.11.2014, and 12.02.2015 were placed at the Board Meeting of the holding Company Atlas Cycles (Haryana) Limited for review on 13.08.2014, 10.11.2014, 12.02.2015, and 06.04.2015 respectively.
15. CORPORATE GOVERNANCE MANUAL
The Board of Directors of the Company approved and adopted a comprehensive Corporate Governance Manual setting out the procedures for effective functioning of the Board and its Committees. It also incorporates the Code of Conduct and Ethics for Directors and Senior Management. It has also incorporated Code of Conduct relating to Insider Trading titled "Code of Practices and Procedures and Code Of Conduct to Regulate, Monitor and Report Trading in Securities and Fair Disclosure of Unpublished Price Sensitive Information pursuant to the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015". These are regularly monitored and reviewed.
16. LEGAL COMPLIANCE REPORTING
As required under Clause 49 of the Listing agreement, the Board periodically reviews compliance of various laws applicable to the Company
18. POSTAL BALLOT
No special resolution was passed through Postal Ballot during the financial year 2014-2015.
19. EXTRAORDINARY GENERAL MEETING
No Extraordinary General Meeting was held during the financial year 2014-2015.
a) Disclosure on materially significant related party transactions that are not in conflict with the interests of the Company at large.
Related party transactions as per AS-18 have been dealt with in scheduled 9 (Notes forming part of the accounts). However, these transactions are not in conflict with the interest of the Company.
b) Disclosure of Accounting Treatment
In the preparation of the financial statements, the Company has followed the Accounting Standards referred in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in Notes to Accounts.
c) Risk Management
Business risk evaluation and management is an ongoing process within the Company. During the year under review, a detailed exercise on 'Risk Assessment and Management' was carried out covering the entire gamut of business operations.
d) Details of non compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchange or SEBI or any Statutory Authority, on any matter related to capital markets, during the last three years.
The Company has complied with all the requirements of the Listing Agreement entered into with National Stock Exchange of India Limited, BSE Limited and Delhi Stock Exchange Limited as well as the regulations and guidelines of SEBI. During the year, due to ostensible reason that there was system error in Malanpur Unit of the Company which let to some operational difficulties in the reconciliation of financial results of all the three units of the Company viz. Sonepat, Sahibabad and Malanpur and accordingly there were delay in timely submission of Financial Results to the Stock Exchanges for the Quarter ended 30th September 2014, 31st December 2014 and for the Quarter & Year ended 31st March 2014. Apart from this Company also delayed in filing with Annual Report 2014 with Stock exchanges late and conducted its AGM late on 30th December 2015. Accordingly, there were penalties imposed by the National Stock Exchange of India Limited amounting to Rs. 21.62 Lacs and BSE Limited amounting to Rs. 3.56 Lacs. The Company is in the process of considering possibilities of reduction of penalties or any condonation or waiver thereof and will pay the penalties thereafter. Apart from this, there were no strictures or penalties imposed either by SEBI or the Stock Exchange or any statutory authority for non-compliance of any matter related to the capital market since the listing of the Company.
21. MEANS OF COMMUNICATION
• The Board of Directors of the Company approves and takes on record the quarterly, half yearly and yearly financial results, in the Performa prescribed by Clause 41 of the Listing Agreement.
• The Audited financial results for the year ended 31st March, 2014 & other unaudited quarterly results were not filed with Stock Exchanges or published in newspapers on time due to ostensible reason that there was system error in Malanpur Unit of the Company which led to some operational difficulties in the reconciliation of financial results of all the three units of the Company viz. Sonepat, Sahibabad and Malanpur.
• The approved financial results are sent forthwith to the National Stock Exchange of India Limited, BSE Limited and Delhi Stock Exchange Limited and are published in a National English Newspaper, viz, Financial Express. In addition, the same are published in a local language newspaper, viz., Dainik Tribune, with in forty-eight hours of approval thereof.
• The Company's financial results and official news releases are being displayed on the Company's website i.e. www.atlasbicycles.com
• No formal presentations or analysis were made to the institutional investors during the year under review.
• Management Discussion and Analysis forms part of the Annual Report, which is posted to the shareholders of the Company
22. MANAGEMENT DISCUSSION & ANALYSIS REPORT
A detailed review of the progress of the project and the future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement with the National Stock Exchange of India Limited, BSE Limited and Delhi Stock Exchange Limited, is presented in a separate section forming part of this Annual Report.
23. CORPORATE ETHICS
As a responsible corporate citizen, the Company consciously follows corporate ethics in both business and corporate interactions. The Company has framed various codes and policies, which act as guiding principles for carrying business in ethical way. Our various policies are:
• Code of Conduct for Directors and Senior Management Personnel;
• Code of Practices and Procedures and Code Of Conduct to Regulate, Monitor and Report Trading in Securities and Fair Disclosure of Unpublished Price Sensitive Information pursuant to the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
• Policy on Material Related Party Transactions;
• Policy on Familiarization Programme for Independent Directors;
• Risk Management Policy;
• Nomination & Remuneration Policy
24. CEO/CFO CERTIFICATION
The Chief Executive Officer and the Chief Financial Officer(s) have submitted the certificate to the Board as required under Clause 49(IX) of the Listing Agreement.
25. REPORT ON CORPORATE GOVERNANCE
The Company has submitted Quarterly Compliance Reports to the Stock Exchange within 15 days from the close of each quarter as per the format given in Clause 49, duly signed by the compliance Officer.
26. GENERAL SHAREHOLDERS INFORMATION
Registered office : Industrial Area, Atlas Road, Sonepat- 131001
Annual General Meeting
Date and Time : 30th September, 2015, 4:00 p.m.
Venue : Atlas Cycles (Haryana) Limited Industrial Area, Atlas Road, Sonepat-131001
• Financial reporting for the quarter ending June 30, 2015 : Middle of August, 2015
• Financial reporting for the half year ending September 30, 2015 : Middle of November, 2015
• Financial reporting for the quarter : Middle of ending December 31, 2015 February, 2016
• Financial reporting for the year : End May, 2016 ending March 31, 2016
Book Closure Period : 24th September, 2015 to 30th September, 2015 (Both days inclusive
Dividend payment Date
When dividend is declared, dividend payment is made within 30 days of the date of declaration to those shareholders whose names appear on the Register of members on the date of Annual General Meeting.
Listing of Equity Shares on Stock Exchange(s)
National Stock Exchange of India Limited (NSE) Exchange Plaza, Bandra-Kurla Complex Bandra (E), MUMBAI - 400051
Bombay Stock Exchange Limited, (BSE) P. J. Towers, 25th Floor, Dalal Street, Mumbai-400001,
Delhi Stock Exchange Limited (DSE) DSE House, 3/1, Asaf Ali Road, NEW DELHI - 110002
Annual Listing Fee for the year 2015-2016 has been paid to National Stock Exchange of India Limited and Bombay Stock Exchange Limited where the equity shares of the Company are listed, in the Month of April, 2015 i.e. within the stipulated time. Listing fees is not paid to Delhi Stock Exchange Limited as it is derecognized by the Securities and Exchange Board of India.
Scrip Code - National Stock Exchange of India Limited - "ATLASCYCLE" Bombay Stock Exchange Limited - '505029' Delhi Stock Exchange Limited - "01174" ISIN for Equity Shares - INE446A01017
Stock Market Data
Monthly high and low prices of equity shares of Atlas Cycles (Haryana) Limited at the National Stock Exchange (NSE) and Bombay Stock Exchange Limited (BSE) during the year under review in comparison to NSE and BSE (Sensex) are given hereunder:
Registrar and Share Transfer Agent
M/s Mas Services Limited, Delhi has been appointed as the Registrar and Share Transfer Agent of the Company w.e.f. 01.02.2003 for handling the share transfer work both in physical and electronic form. All correspondence relating to share transfer, transmission, dematerialization, rematerialisation etc. can be made at the following address:
MAS SERVICES LIMITED
T-34, IInd Floor, Okhla Industrial Area, Phase II, New Delhi - 110020 Tel.: 011-26387281, 7282, 7283 Fax: 011-26387384 Contact Person: Mr. Sharwan Mangla (General Manager) Timing: Monday to Friday, 10.00 a.m. to 1.00 p.m. and 2.00 p.m. to 4.00 p.m.
Share Transfer System
Shares sent for transfer in physical form are processed and transfer is completed by our Registrar and Share Transfer Agents within a period of 15 days from the date of receipt provided all the documents are in order. In case of shares in electronic form, the transfers are processed by NSDL/CDSL through respective Depository Participants. Share Transfer Requests under objection are returned within two weeks. Shareholders can trade in the Company's share only in electronic form. The process for getting the shares dematerialized is as follows:
• Shareholder submits the share certificates along with Dematerialization request Form (DRF) to Depository Participant (DP).
• DP processes the DRF and generates a unique Dematerialization Request No.
• DP forwards DRF and share certificates to Registrar and Share Transfer Agent (RTA).
• RTA after processing the DRF confirms or rejects the request to Depositories.
If confirmed by the RTA, Depositories give credit to shareholder in his account maintained with DP. This process takes approximately 10-15 days from the date of receipt of DRF. As trading in shares of the Company can be done only in electronic form, it is advisable that the shareholders who are holding shares in physical form get their shares dematerialized.
Dematerialization of shares and liquidity
As on 31.03.2015 of the total equity share, 72.93% were held in dematerialized Form and the balance 27.07% shares in physical form. The Company has not issued any GDRs/ ADRs/ Warrants or any convertible instruments which are pending for conversion.
The Company's plants are located at Sonepat, Sahibabad, Malanpur, Bawal and Rasoi.
Shareholders holding shares in physical form and desirous of making nomination in respect of their shareholding in the Company are requested to submit their request to the Registrar & Transfer Agent of the Company.
Address for Correspondence
(a) Investor Correspondence: For any query in relation to the shares of the Company.
For Shares held in Physical Form:
MAS SERVICES LIMITED
T-34, IInd Floor, Okhla Industrial Area, Phase II, New Delhi - 110020 Tel.: 011-26387281, 7282, 7283 Fax: 011-26387384 Contact Person: Mr. Sharwan Mangla (General Manager) Timing: Monday to Friday, 10.00 a.m. to 1.00 p.m. and 2.00 p.m. to 4.00 p.m.
For Shares held in Demat Form:
To the Investors' Depository Participant(s) and / or Mas Services Limited at the above mentioned address.
(b) For grievance redressal and any query on Annual Report
Company Law Department Ph. No.: 0130-2200001 to 2200006 Atlas Cycles (Haryana) Ltd. Fax No. 0130-2200018 Industrial Area, Atlas Road, E-mail: email@example.com Sonepat - 131001 Website: www.atlasbicycles.com
22. COMPLIANCE CERTIFICATE OF THE AUDITORS
The Statutory Auditors have certified that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with BSE Limited, National Stock Exchange of India Limited and Delhi Stock Exchange Limited and the same forms part of this Annual Report.
The Certificate from the Statutory Auditors will be sent to the BSE Limited and National Stock Exchange of India Limited along with the Annual Report of the Company.
23. RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by SEBI, a qualified Chartered Accountant or Practicing Company Secretary carries out Reconciliation of
Share Capital Audit to reconcile the total admitted Capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out by Mr. Rajiv Bhasin, Chartered Accountant and the report thereon is submitted to the National Stock Exchange of India Limited, BSE Limited and Delhi Stock Exchange Limited.
The audit confirms that the total Listed and Paid-up Capital is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.
24. OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standards on important aspects like Board Meetings, General Meetings, Maintenance of Registers and Records, Minutes of Meetings and Transmission of Shares, etc. Now the Secretarial Standards relating to the Board Meetings and General Meetings of the Company have become mandatory to comply with with effect from 1st July 2015 and the Company is complying with the same.
HARI KRISHAN AHUJA
147, Jor Bagh, New Delhi - 110003 DIRECTORS
ISHWAR DAS CHUGH (DIN: 00073257)
Whole Time Director
I-73, Narain Vihar, New Delhi - 110028 Date : 7th September 2015 Place: Delhi