ATN International Ltd.
|BSE: 511427||Sector: Financials|
|NSE: ATNINTER||ISIN Code: INE803A01027|
|BSE 00:00 | 02 May||ATN International Ltd|
|NSE 05:30 | 01 Jan||ATN International Ltd|
|BSE: 511427||Sector: Financials|
|NSE: ATNINTER||ISIN Code: INE803A01027|
|BSE 00:00 | 02 May||ATN International Ltd|
|NSE 05:30 | 01 Jan||ATN International Ltd|
Your Directors have pleasure in presenting the Thirty-Six (36th) Annual Reportof your Company together with the Audited Statement of Accounts of ATN InternationalLimited ("the Company") for the year ended 31st March 2020.
The Standalone financial performance of the Company for Financial year ended 31stMarch 2020 are as follows :
In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees. The Company encouraged work from Home. The revenue of the Company has impacted.Considering the fact that the situation is exceptional and is changing dynamically theCompany is not in a position to gauge with certainty the future impact on its operations.
TRANSFER TO GENERAL RESERVE
During the year under review no amount was transferred to General Reserve.
In view of the loss incurred during the year under review the Board of Directors didnot recommend any dividend for the financial year ended 31st March 2020.
During the year under review your Company incurred total loss of Rs. 5175850.00/- asagainst total loss of Rs. 2336933.00/- in the previous financial year. Your Directorsare making all efforts to improve the performance of the Company in future.
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 2020.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position ofthe company which have occurred since 31st March 2020 being the end of the FinancialYear of the Company to which financial statements relate and the date of the report.
The paid up equity capital as on 31st March 2020 was Rs. 1578.00 Lakhs. During theyear under review the Company has not issued shares with differential voting rights norhas granted stock options or sweat equity.
LISTING OF EQUITY SHARES
The Equity Shares of your Company are presently listed on three Indian Stock Exchangesi.e. The National Stock Exchange of India Limited (NSE) The Bombay Stock Exchange (BSE)and The Calcutta Stock Exchange Limited (CSE).
Listing fees for the financial year 2020-2021 have been paid to Stock Exchanges. Theannual custodian fees to NSDL & CDSL for the Securities of the Company held indematerialized mode with them for the year 2020-2021.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of the Companies Act 2013 the Company is not required totransfer any amount to Investor Protection and Education Fund as the Company has notdeclared any Dividend since its incorporation and as such there is no amount of dividendwhich was due and payable and remained unclaimed and unpaid for a period of seven years.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Articles of Association and provisions of the Companies Act2013 Smt. Krishna Banerjee (DIN: 06997186) retire by rotation and being eligible offerherself for re-appointment. The Board recommends her re-appointment for the approval ofthe members.
The disclosures about Directors required pursuant to Regulation 36 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred as"SEBI Listing Regulations") and Clause 1.2.5 of the Secretarial Standard aregiven in the Notice of AGM forming part of the Annual Report. Consent for appointment asrequired from respective Directors have been received.
The Board recommends their appointment/re-appointment for the approval of the members.
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) of SEBI(LODR) Regulations 2015.
CODE OF CONDUCT
Your Company has adopted a Code of Conduct for its Board Members and Senior Managementpersonnel. The code of conduct has also been posted on the official website of the Companywww.atn international.co.in.
BUSINESS RESPONSIBILITY REPORT (BRR)
Securities Exchange Board of India (SEBI) vide circular CIR/ CFD/DIL/8/2012 datedAugust 13 2012 has mandated the inclusion of BRR as part of the Annual Report for the top100 listed entities based on their market capitalization on Bombay Stock Exchange Ltd andNational Stock Exchange of India Ltd as at 31st March 2012. In view of the requirementsspecified the company is not mandated for the providing the BRR and hence do not formpart of this Report.
CORE SKILLS OF THE BOARD
The details of the Core Skills of the Board of Directors of the Company forms a part of"Report on Corporate Governance".
The details of the number of meetings of the Board held during the financial year2019-2020 forms a part of "Report on Corporate Governance".
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees :
1. Audit Committee.
2. Nomination and Remuneration Committee.
3. Stakeholders' Relationship Committee.
The details of the Committees along with their respective composition number ofmeetings and attendance at the meeting held during the financial year 2019-2020 forms apart of "Report on Corporate Governance".
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.
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 Directorand Non Independent Director was carried out by the Independent Directors at their meetingwithout the attendance of Non-Independent Directors and members of the management. TheDirectors were satisfied with the evaluation results.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company had no employee who were in receipt of more than Rs. 1.02 crores per annumduring the year ended 31st March 2020 or of more than Rs. 8.5 Lakhs per month during anypart thereof. Disclosures pertaining to remuneration and other details as required underSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of ratio ofremuneration of each director to the median remuneration of the employees of the Companyfor the Financial Year are provided in below:
The ratio of remuneration of each Director to the median employee's remuneration andsuch other details in terms of Section 197(12) of the Companies Act 2013 read with rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year -
No remuneration is paid to directors for the financial year 2019-2020.
(ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year -
There has been no increase in the remuneration of the Managing Director & CompanySecretary during the year. The percentage increase in the Salary of Chief FinancialOfficer is 14.73%
(iii) The percentage increase in the median remuneration of employees in the financialyear -
The percentage increase in the median remuneration of employees in the financial yearis around 11.53%.
(iv) The number of permanent employees on the rolls of Company -
The number of permanent employees on the rolls of Company is 8
(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration -
The average percentage increase taken place in the salaries of total employees otherthan the Key Managerial Personnel for F.Y. 2019-2020 is around 11.05% while the increasein the remuneration of the Key Managerial Personnel in the Financial Year 2019-20 was Nil.
(vi) Affirmation that the remuneration is as per the remuneration policy of the Company-
DIRECTOR'S RESPONSIBILITY STATEMENT
As stipulated under the provisions contained in Section 134(3)(c) read with Section134(5) of the Companies Act 2013 ("Act") the Board of Directors to the bestof its knowledge and belief and according to the information and explanations obtained byit hereby states 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 takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor 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 and
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.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
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.
M/s. Barkha & Associates Chartered Accountants performs the duties of internalauditors of the company for the year ended 31st March 2020. In order to monitor theperformance on a continuous basis. Management has a system to review Internal AuditReports with a view to monitoring the adequacy of internal control in place.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY
The Company does not have any Subsidiary/Joint Venture/Associate.
During the year under review your Company has not accepted any deposits from publicand /or shareholders within the meaning of Section 73 of the Companies Act 2013 readwith the Companies (Acceptance of Deposit) Rules 2014 and accordingly as of 31st March2020.
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.
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.
RELATED PARTY TRANSACTION
All related party transactions that were entered into during the financial year were inthe ordinary course of the business and were on arm's length basis. Thus disclosure inForm 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 ofthe transactions with Related Parties are provided in the accompanying financialstatements.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All applicable policies areavailable under the head Policy on the Company's website : www.atninternational.co.in.Thepolicies are reviewed periodically by the Board and updated based on need and newcompliance requirement.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act 2013 regarding Corporate Social Responsibilitiesare not applicable to the Company.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
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. During the year under review there was no inflow/outflowof foreign exchange.
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 maythreaten the existence of the Company.
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.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS COURTS AND TRIBUNALS
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.
At the Annual General Meeting of the Company held on 24th September 2018 theShareholders had approved the appointment of M/s. Jain Sonu & Associates. CharteredAccountants (Firm Registration No. 324386E) as the statutory auditor of the company atthe 34th Annual General Meeting of the Company to hold office for a term of threeconsecutive years up to the conclusion of the 37th Annual General Meeting of the Companyas per section 139 of Companies Act 2013. As per the recent amendment of Section 139 ofthe Companies Act 2013 which have been made effective from 07th May 2018 ratificationof the appointment of the auditor is no longer required. Accordingly the StatutoryAuditors of the Company continue to be appointed in this AGM.
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 Companyappointed Ms. Ankita Goenka (Membership No. FCS No.:10572 C.P. No.14204) PracticingCompany Secretary of M/s. Ankita Goenka & Associates to conduct Secretarial Audit forthe Financial Year 2019-2020.
The Secretarial Audit Report for the Financial Year 2019-2020 in Form MR-3 is annexedherewith as Annexure "I" to this report. The report is self-explanatoryand does not call for any further comments. They have also carried out SecretarialCompliance Audit as per Regulation 24A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for FY 2019-2020. Both of said Report and Certificate arefree of qualifications reservations or adverse remarks.
Pursuant to the provisions of Section 138 of the Companies Act 2013 M/s. Barkha &Associates Chartered Accountants Kolkata was appointed as the Internal Auditor of theCompany for the Financial Year 2019-2020.
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 selfexplanatory and hence do not call for any further comments.
REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the statutory auditors nor the secretarialauditors have reported to the Audit Committee of the Board under Section 143(12) of theAct any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors of the Company hereby confirms that your Company has compliedwith the applicable Secretarial Standards issued by The Institute of Company Secretariesof India.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of section 92(3) and 134(3)(a) of the Companies Act 2013(the Act') and rule 12(1) of the Companies (Management and Administration) Rules2014 extract of annual return is annexed and is marked as Annexure II'.
The Company is committed to good corporate governance practices. The report onCorporate Governance for the financial year ended 31st March 2020 as per regulation34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of this Annual Report. The requisite Certificate from thepracticing company secretaries of the Company confirming compliance with the conditions ofCorporate Governance is annexed to this Report and marked as Annexure "III".
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
In accordance with Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management's Discussion and Analysis Report for theyear under review is presented in a separate section forming part of the Annual Reportand marked as Annexure - "IV".
POLICY ON SEXUAL HARASSMENT
The Company has adopted policy on Prevention of Women at workplace in accordance withthe Sexual Harassment of Women (Prevention Prohibition and Redressal) Act 2013. Duringthe Financial Year ended 31st March 2020 the company has not received any complaintspertaining to Sexual Harassment.
Your Directors acknowledge the support and owe a debt of gratitude to the FinancialInstitutions Banks Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company.
Your Directors also wish to place on record their appreciation to all of the Company'semployees and workers at all level for their enormous efforts as well as their collectivecontribution to the Company's performance.
On behalf of the Board of Directors For ATN International Limited
DIN : 03568360
Santosh Kumar Jain
DIN : 00174235
Registered Office :
10 Princep Street
Kolkata - 700 072
Date : 9th September 2020