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

(^ 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 2023¬
24 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 31^st 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 31^st 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 72^nd 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 72^nd Annual
General Meeting of the Company.

The board composition as at 31^st 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. 01^st 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. 01^st 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 73^rd 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 NON¬
EXECUTIVE 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. 06^th 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. 10^th 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 31^st 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 2015¬
16. Therefore, the provisions of the Act and IEPF
Rules for transfer of unpaid/unclaimed dividend as
well as shares on which dividend remain unpaid/
unclaimed for a period of seven consecutive years
to IEPF Account, for financial year 2013-14, 2014¬
15 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 31^st 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 2023¬
24 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 31^st 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 31^st 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.

CHANDER MOHAN DHALL
Whole-Time Director
(DIN: 01398734)

DES RAJ DHINGRA
Director
(DIN:01202968)

Date: 30.05.2024
Place: Sahibabad