Your Directors have pleasure in presenting the Thirtieth Annual Report of the Companytogether with the Audited Accounts for the year ended 31st March 2014.
1. FINANCIAL HIGHLIGHTS
The working results of the Company for the year under review are given below:
|Particulars ||Year ended ||Year ended |
| ||31.03.2014 (Rs.) ||31.03.2013 (Rs.) |
|Profit/(Loss) Before Extraordinary Items || || |
|and tax ||(9854772) ||(12355317) |
|Extraordinary Items ||1698986 ||33633515 |
|Profit before tax ||(11553758) ||(45988832) |
|Tax expenses: || || |
|Income Tax paid to the earlier year ||630788 ||- |
|Profit(Loss) for the period ||(12184546) ||(45988832) |
To conserve the resources of the Company for future expansion the Board have decidednot to recommend any dividend for the year under review.
3. PERFORMANCE REVIEW
The performance of the Company during the current year has not improved in comparisonto previous year due to several reasons. Your Directors are making all efforts to improvethe performance of the Company further in future.
4. 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/Investors. Listing fees for the financial year 2014-15 havebeen paid to NSE BSE and CSE.
5. FIXED DEPOSITS
The Company has deposited the amount of outstanding matured deposits in a separateaccount in terms of Company Law Board order dated 25th August 2005 to securethe depositors. The outstanding matured deposits as on 31st March 2014 was Rs.76440/- due to 5 no. of deposit holders. During the year under review your Company hasnot accepted any deposits within the meaning of Section 58A of the Companies Act 1956 andthe Rules made there under.
As per the provisions of the Article of Association of the Company Shri PranabChakraborty (DIN No. 03568360) retires by rotation at the ensuing Annual General Meeting.Shri Tarak Nath Datta (DIN No. 01318581) and Shri Pranab Chakraborty Directors of theCompany are being appointed as Independent Directors for five consecutive years for aterm up to 31st March 2019 as per the provisions of Section 149 and otherapplicable provisions of Companies Act 2013. The Company has received a requisite noticesin writing from members proposing their appointment as Directors. The Board recommendstheir appointment as Independent Directors.
Brief resume of the Directors seeking appointment/re-appointment nature of theirexpertise in specific functional areas and details of their directorship andmembership/chairmanship of Board Committees as stipulated under Clause 49 of the ListingAgreement are provided in the Report on Corporate Governance forming part of the AnnualReport.
7. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956 withrespect to Directors Responsibility Statement it is hereby confirmed: a. That in thepreparation of the accounts for the financial year ended 31st March 2014 the applicableaccounting standards have been followed along with the proper explanation relating tomaterial departures; b. That the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit of the Company for the year under review; c.That the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d. That the Directors have prepared the annual accounts for the financialyear ended 31st March 2014 on a going concern basis.
8. AUDITORS REPORT
There are no items on which Auditors have commented which need further explanation fromthe Board of Directors.
Messers. Shambhu Kedia & Co. Chartered Accountants Statutory Auditors of theCompany holds office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment. The Company has received letter from the Auditors to theeffect that their re-appointment if made would be within the prescribed limits under theCompanies Act 2013 and they are not disqualified for reappointment. The Board recommendsthe appointment of the auditors from conclusion of ensuing Annual General Meeting till theconclusion of next Annual General Meeting.
None of the employees were in receipt of remuneration in excess of the limits specifiedunder Section 217(2A) of the Companies Act 1956 read along with Companies (Particulars ofEmployees) Rules 1975.
11. STATUTORY INFORMATION
The Company being basically in the financial sector requirement regarding thedisclosure of particulars of conservation of energy and technology absorption prescribedby the rules is not applicable.
12. FOREIGN EXCHANGE
The Company had no foreign exchange inflow or outflow during the year under review.
13. CORPORATE GOVERNANCE
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 of the Company is attached to Report on Corporate Governance.
The Management Discussion and Analysis Report and the Report on Corporate Governanceare given in the annexure attached to this report. The Board members and Senior managementpersonnel have confirmed compliance with the Code of conduct .
14. EMPLOYER EMPLOYEE RELATIONSHIP
The Company has maintained a cordial relationship with its employees which resulted insmooth flow of business operations during the year under review.
Your Directors acknowledge the support and owe a debt of gratitude to the ShareholdersInvestors & Bankers. Your Directors are also thankful to its clients for theircontinued faith and support reposed in them. Last but not the least your Directorsplace on record their sense of appreciation for the valuable contribution made by theemployees of the Company.
| ||On behalf of the Board of Directors |
| ||For ATN International Limited |
|Registered office: || || |
|10 Princep Street || || |
|2nd Floor ||(Santosh Kumar Jain) ||(Pranab Chakraborty) |
|Kolkata 700 072 ||Managing Director ||Director |
|Dated : 30th May 2014 ||DIN No. 00174235 ||DIN No. 03568360 |