Your Directors have pleasure in presenting the Thirty-Second Annual Report of theCompany together with the Audited Accounts for the year ended 31st March 2016.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year under review are given below :
|Particulars ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
| ||(Rs.) ||(Rs.) |
|Profit/(Loss) before Exceptional Extraordinary Items and Tax ||(6912508) ||(7803417) |
|Exceptional Item ||- ||- |
|Profit/(Loss) before Extraordinary Items and tax ||(6912508) ||(7803417) |
|Extraordinary Items ||(420171) ||1124062 |
|Profit/(Loss) before tax ||(6492337) ||(8927479) |
|Tax expenses: || || |
|Deferred Tax ||(1889666) ||(7889307) |
|Profit/(Loss) for the period ||(4602671) ||(1038172) |
2. DIVIDEND & RESERVE
In view of the loss incurred during the year under review the Board of Directors donot recommend any dividend for the financial year ended 31st March 2016.
During the year under review no amount was transferred to General Reserve.
3. PERFORMANCE REVIEW
The Company has incurred loss of Rs. 4602671/- during the financial year ended 31stMarch 2016. Your Directors are making all efforts to improve the performance of theCompany in future.
4. CHANGE IN NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the financial yearended 31st March 2016.
5. SHARE CAPITAL
The paid up equity capital as on March 312016 was Rs. 1578.00 Lakhs. During the yearunder review the Company has not issued shares with differential voting rights nor hasgranted stock options or sweat equity.
6. SUBSUDlARY/JOINT VENTURE/ASSOCIATE
The Company does not have any Subsidiary/Joint Venture/Associate.
7. LISTING OF EQUITY SHARES
The Equity Shares of your Company are presently listed on three Indian Stock Exchangesviz. National Stock Exchange (NSE) Bombay Stock Exchange (BSE) and Calcutta StockExchange (CSE).
Companys shares are not traded in material volumes at stock exchanges other thanNSE and BSE. NSE and BSE account for more than 95% of the traded volumes of theCompanys shares and have extensive networking of trading terminals whichfacilitates trading by Members/lnvestors.
Listing fees for the financial year 2016-17 have been paid to the Stock Exchanges.
8. FIXED DEPOSITS
During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
9. LOANS GUARANTEES AND INVESTMENTS
Pursuant.to Section 186(11) of the Companies Act 2013 any acquisition made by aCompany whose principal business is the acquisition of securities are exempted fromdisclosure in the Annual Report.
10. CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act 2013 regarding Corporate Social Responsibilitiesare not applicable to the Company.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Articles of Association of the Company and provisions of theCompanies Act 2013 Smt. Krishna Banerjee (DIN : 06997186) retire by rotation and beingeligible offer herself for re-appointment. The Board recommends her re-appointment for theapproval of the members.
Brief resume of Director seeking re-appointment in pursuance of Regulation 36(3) ofSEBI (LODR) Regulations 2015 form part of the notice of the 32nd Annual General Meetingof the Company.
Smt. Manisha Lath ceased to be Company Secretary of the Company w.e.f. 15th November2015.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act and Regulation 16(1 )(b) ofSEBI (LODR) Regulations 2015.
12. BOARD EVALUATION
Pursuant to the provisions of the Act and SEBI (LODR) Regulations 2015 the Board hascarried out an evaluation of its own performance performance of the Directors as well asthe evaluation of the working of its committee. .
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the ManagingDirector and Non Independent Director was carried out by the Independent Directors attheir meeting without the attendance of Non- Independent Directors and members of themanagement. The Directors were satisfied with the evaluation results.
13. NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the financial year2015-2016 forms part of Report on Corporate Governance.
14. INTERNAL FINANCIAL CONTROL
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control system and suggests improvements to strengthen thesame. In opinion of the board the existing internal control framework is adequate andcommensurate to the size and nature of the business of the Company. During the year suchcontrols were tested and no reportable material weaknesses in the design or operation wereobserved.
15. NOMINATION & REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and other employees of the Company.This Policy has also laid down the criteria for determining qualifications positiveattributes independence of Director and Board diversity and criteria for evaluation ofBoard its Committee and individual Directors. The policy is stated in the Report onCorporate Governance.
16. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a mechanism called "Whistle Blower Policy" for Directors andemployees to report genuine concerns or grievances. The policy is available on the websiteof the Company (www.atninternational.co.in).
17. RISK MANAGEMENT POLICY
The Company has a Risk Management Policy in accordance with the provisions of the Actand SEBI (LODR) Regulations 2015 which provides a mechanism for risk assessment andmitigation.
At present the Company has not identified any element of risk which may threaten theexistence of the Company.
18. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Your Directors state that there is an Internal Complaint Committee to review the casesfiled pursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and further state that there were no cases reported in respect toabove mentioned Act.
19. RELATED PARTIES TRANSACTION
All related party transactions that were entered into during the financial year were inthe ordinary course of the business and were on arms length basis. Thus disclosurein Form AOC-2 is not required. Further there were no materially significant related partytransactions entered by the company with Promoters Directors Key Managerial Personnel orother persons which may have potential conflict with interest of the company. The policyon Related Party transaction as approved by Board of Directors has been uploaded on thewebsite of the Company. The web link of the same is www.atninternational.co.in
Details of the transactions with Related Parties are provided in the accompanyingfinancial statements.
20. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS
During the year there are no significant and material order passed by theRegulators/Courts which would impact the going concern of the Company and its futureoperation.
21. DIRECTOR S RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) in the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) the directors have prepared the annual accounts on a going concern basis.
v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) the directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
22. AUDITORS REPORT/SECRETARIAL AUDIT REPORT
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
The observation made in the Secretarial Audit Report is self explanatory and- hence donot call for any further comments.
Messers Shambhu Kedia & Co. Chartered Accountants Statutory Auditors of theCompany holds office till the conclusion of the ensuing Annual General Meeting. Messers.Shambhu Kedia & Co. Chartered Accountants expressed their unwillingness forre-appointment.
The Board recommends the appointment of Messers. P. K. Ajitsaria & Co. CharteredAccountants as Statutory Auditors of the Company from conclusion of ensuing Annual GeneralMeeting till the conclusion of Thirty-Fifth Annual General Meeting (AGM) to be held in theyear 2019 subject to ratification of their appointment at every AGM The Company hasreceived letter from the Auditors to the effect that their appointment if made would bewithin the prescribed limits under the Companies Act 2013 and they are not disqualifiedfor appointment.
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. B. K. Barik & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company for the year ended 31st March 2016. TheSecretarial Audit Report is annexed herewith as Annexure I.
M/s. Barkha & Associates Chartered Accountants performed the duties of interna!auditors of the company for the year ended 31st March 2016.
24. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in form MGT 9 is annexedherewith as Annexure II.
25. MATERIAL CHANGES
There have been no material changes and commitments affecting the financial position ofthe company which have occurred since 31st March 2016 being the end of the FinancialYear of the Company to which financial statements relate and the date of the report.
26. FOREIGN EXCHANGE
During the period under review there was no foreign exchange earnings or out flow.
27. STATUTORY INFORMATION
Since the Company does not own any manufacturing facility requirement .regarding thedisclosure of particulars of conservation of energy and technology absorption prescribedby the rules is not applicable.
28. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. There are no employees who are in receiptof remuneration in excess of the limit specified under Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. In terms of Section136 of the Act the reports and accounts are being sent to the member and others entitledthereto excluding the information on employees particulars which is available forinspection by the members at the Registered office of the company during business hours onworkin days of the company up to the date of ensuing Annual General Meeting. If any memberis interested in obtaining a copy thereof such member may write to the Company inadvance.
29. EMPLOYER EMPLOYEE RELATIONSHIP
The Company has maintained a cordial relationship with its employees which resulted insmooth flow c business operations during the year under review.
30. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
As per the Listing Agreement with the Stock Exchanges the Company has implemented theCode on Corporate Governance. The Corporate Governance compliance certificate obtainedfrom the Auditors c the Company is attached to Report on Corporate Governance.
The Management Discussion and Analysis Report and the Report on Corporate Governanceforms an integral part of this report. The Board members and Senior management personnelhave confirmed compliance with the Code of conduct.
Your Directors acknowledge the support and owe a debt of gratitude to the MembersInvestors Consultant & Bankers. Your Directors also place on record their senseof appreciation for the valuable contribute made by the employees of the Company
| || |
On behalf of the Board of Directors
|Registered Office: || |
For ATN International Limited
|10 Princep Street || || |
|2nd Floor ||Santosh Kumar Jain ||Pranab Chakraborty |
|Kolkata - 700 072 ||Managing Director ||Director |
|Date : 11th August 2016 ||DIN No. 00174235 ||DIN No. 03568360 |
Annexure I to the Directors' Report
Form No. MR - 3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016
[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
M/s. ATN INTERNATIONAL LIMITED
10 Princep Street 2nd Floor
Kolkata - 700072
We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practice by M/s. ATN INTERNATIONAL LIMITED(hereinafter called the "Company"). Secretarial Audit was conducted in a mannerthat provided a reasonable basis for evaluating the corporate conduct/ statutorycompliance and expressing our opinion thereon.
Based on our verification of the M/s. ATN INTERNATIONAL LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the company its officers agents and authorized representativesduring the conduct of secretarial audit we hereby report in our opinion that the companyhas during the audit period covering the financial year ended on 31st March 2016 compliedwith all the statutory provisions listed hereunder and also that the company has properBoard-process and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. ATN INTERNATIONAL LIMITED ("the Company") for thefinancial year ended on 31st March 2016 according to provision of
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act)
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015;
(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(d) The Securities and Exchange Board of lndia (Listing Obligations & DisclosureRequirements) Regulations 2015.
We also examined compliance with the applicable clauses of the following
(i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India effectivefrom July 12015.
(ii) The Listing Agreements entered into by the Company with National Stock Exchange ofIndia Limited BSE Ltd. and Calcutta Stock Exchange limited.
During the period under review the Company has complied with the provision of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followingobservation :
(a) The Company is in process of appointing Company Secretary.
We further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non- Executive Directors and Independent Directors. The changes incomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Companies Act and Listing Agreement.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
| ||For B. K. BARIK & ASSOCIATES |
| ||Company Secretaries |
| ||B. K. Barik |
|Place : Kolkata ||Practising Company Secretary |
|Date : 30.05.2016 ||FCS : 5696 C.P.No. 3897 |
This report is to be read with our letter of even date which is annexed as Annexure-Aand forms an integral part of this report.
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these Secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Where ever required; we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
| ||For B. K. BARIK & ASSOCIATES |
| ||Company Secretaries |
| ||B. K. Barik |
|Place : Kolkata ||Practising Company Secretary |
|Date : 30:05.2016 ||FCS : 5696 C.P.No. 3897 |