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ATN International Ltd.

BSE: 511427 Sector: Financials
NSE: ATNINTER ISIN Code: INE803A01027
BSE 00:00 | 01 Mar ATN International Ltd
NSE 05:30 | 01 Jan ATN International Ltd
OPEN 0.19
PREVIOUS CLOSE 0.19
VOLUME 21000
52-Week high 0.26
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.24
Buy Qty 466.00
Sell Price 0.19
Sell Qty 21412.00
OPEN 0.19
CLOSE 0.19
VOLUME 21000
52-Week high 0.26
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.24
Buy Qty 466.00
Sell Price 0.19
Sell Qty 21412.00

ATN International Ltd. (ATNINTER) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 35th Annual Report of the Companytogether with the Audited Accounts for the year ended 31st March 2019.

Financial Results (As per IND-AS)

The Standalone financial performance of the Company for Financial year ended 31stMarch 2019 are as follows:

Financial Year Financial Year
Particulars 2018-19 2017-18
(Amount in Rs.) (Amount in Rs.)
Revenue from Operations 2067635 1503897
Other Income 331447 154459
Total Revenue 2399082 1658356
Profit before Depreciation Interest and Tax (PBDIT) (2336933) (5477.362)
Depreciation and Amortization 92536 115841
Finance Cost - -
Profit before Tax (2336933) (5477362)
Tax Expense - -
Profit for the year after Tax (2336933) (5477362)
Other Comprehensive Income for the year Net of Tax - 368321
Total Comprehensive Income for the year (2336933) (5109041)
Proposed Dividend @ Rs. Nil per Equity Share - -
Basic and Diluted Earnings per Share (0.06) (0. 14)

DIVIDEND & 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 2019.

During the year under review no amount was transferred to General Reserve.

PERFORMANCE REVIEW

The Company has incurred loss of Rs. (2336933)/- during the financial year ended 31stMarch 2019. Your Directors are making all efforts to improve the performance of theCompany 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 2019.

SHARE CAPITAL

The paid up equity capital as on 31st March 2019 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.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE

The Company does not have any Subsidiary/Joint Venture/Associate.

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).

Listing fees for the financial year 2019-2020 have been paid to Stock Exchanges. TheCompany has also paid the annual custodian fees to NSDL & CDSL for the Securities ofthe Company held in dematerialized mode with them for the year 2019-2020.

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.

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 31 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.

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.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of the Companies Act 2013 regarding Corporate Social Responsibilitiesare not applicable to the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Articles of Association of the Company and provisions of theCompanies Act 2013 Shri Niladri Bihari Barik (DIN: 03073797) retire by rotation andbeing eligible offer himself for re-appointment. The Board recommends his re-appointmentfor the approval of the members.

Shri Rohit Sahu (DIN: 08426713) who was on the recommendation of the Nomination andRemuneration Committee appointed as an additional director and independent director ofthe Company by the Board of Directors on 23rd April 2019 as per relevant provision ofCompanies Act 2013 and SEBI (LODR) Regulations 2015 in the above mentioned board meetingsubject to the approval of the shareholders in ensuing 35th AGM of the company.

Shri. Tarak Nath Datta (DIN: 0131858) was facing time constraint due to his othercommitments and therefore he has tendered his sudden resignation from the post ofdirectorship w.e.f 23rd April 2019.

Brief resume of both the Directors seeking re-appointment in pursuance of Regulation36(3) of SEBI (LODR) Regulations 2015 forms part of the notice of 35th Annual GeneralMeeting of the Company.

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.

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.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the financial year2018-2019 forms a part of "Report on Corporate Governance".

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.

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 forms a part of "Reporton Corporate Governance".

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).

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.

POLICY ON SEXUAL HARASSMENT

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.

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 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 of the transactions with Related Parties are provided in the accompanyingfinancial statements.

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.

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.

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.

STATUTORY AUDITOR AND AUDITORS' REPORT

M/s. Jain Sonu & Associates (Regn No. 324386E) Chartered Accountants wereappointed as the Statutory Auditors of the Company at the 34th Annual General Meeting ofthe Company to hold office for a term of three consecutive years up to the conclusion ofthe 37th Annual General Meeting of the Company.

Statutory Auditors' remarks contained in their report with the related notes toaccounts referred to by them are self explanatory.

SECRETARIAL AUDITOR

Secretarial Audit Report in Form MR-3 following provisions of Section 204 of the Act ofM/s Ankita Goenka and Associate Practicing Company Secretaries forming part hereof as Annexure‘I'. Following Regulation 24A of SEBI LODR 2015 they have also carried outSecretarial Compliance Audit for FY 2018-19. Both of said Report and Certificate are freeof qualifications reservations or adverse remarks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an adequate system of Internal Control commensurate with its size andnature of the business. A report on the suggestions and recommendations of the InternalAuditor and their implementation is placed before the Audit Committee of the Board and theManagement.

M/s. Barkha & Associates Chartered Accountants performs the duties of internalauditors of the company for the year ended 31st March 2019. 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.

EXTRACT OF ANNUAL RETURN

An extract of the annual return of the Company as required by section 92(3) ofCompanies Act 2013 in Form No. MGT-9 for the Financial Year ended 31st March 2019 isattached to this Report as Annexure ‘II'.

MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position ofthe company which have occurred since 31st March 2019 being the end of the FinancialYear of the Company to which financial statements relate and the date of the report.

FOREIGN EXCHANGE

During the period under review there was no foreign exchange earnings or out flow.

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.

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 2019 or of more than Rs. 8.5 Lakhs per month during anypart thereof.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of ratio of remuneration ofeach director to the median remuneration of the employees of the Company for the FinancialYear 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 paid to directors during the year.

(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 or ChiefExecutive Officer Chief Financial Officer & Company Secretary during the year.

(iii) The percentage increase in the median remuneration of employees in the financialyear -

There is no percentage increase in the median remuneration of employees in thefinancial year.

(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 -

No average percentage increase taken place in the salaries of total employees.

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company-

Yes.

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.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per the Listing Regulations the Company has implemented the Code on CorporateGovernance. The Corporate Governance compliance certificate obtained from the Auditors ofthe Company is attached to Report on Corporate Governance Annexure - "III".The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (LODR) Regulations 2015 is appended as Annexure -"IV" and forms an integral part of this report. The Board members and Seniormanagement personnel have confirmed compliance with the Code of conduct.

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 theCompany www.atninternational.co.in.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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.

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.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and owe a debt of gratitude to the MembersInvestors Consultants & Bankers. Your Directors' also place on record their sense ofappreciation for the valuable contribution 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 : 12th August 2019 DIN : 00174235 DIN : 03568360

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