| Dear Shareholders
The Directors have pleasure in presenting the Thirtieth Annual Report
of the Company together 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 31.03.2013
Profit/(Loss Before Extraordinary Items and (9,854,772) (12,355,317)
tax
Extraordinaryltems 1,698,986 33,633,515
Profitbeforetax (11,553,758) (45,988,832)
Tax expenses:
Income Taxpaidtotheearlieryear 630,788 -
Profit(Loss) for the period (12,184,546) (45,988,832)
2. DIVIDEND
To conserve the resources of the Company for future expansion, the
Board have decided not 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 comparison to previous year due to several reasons. Your Directors
are making all efforts to improve the 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 Exchanges viz. National Stock Exchange (NSE), Bombay Stock
Exchange (BSE) and Calcutta Stock Exchange (CSE).
Company's shares are not traded in material volumes at stock exchanges
other than NSE and BSE. NSE and BSE account for more than 95% of the
traded volumes of the Company's shares and have extensive networking of
trading terminals, which facilitates trading by Members/Investors.
Listing fees for the financial year 2014-15 have been paid to NSE, BSE
and CSE.
5. FIXED DEPOSITS
The Company has deposited the amount of outstanding matured deposits in
a separate account in terms of Company Law Board order dated 25th
August, 2005 to secure the depositors. The outstanding matured deposits
as on 31st March, 2014 was Rs. 76,440/- due to 5 no. of deposit
holders.
During the year under review, your Company has not accepted any
deposits within the meaning of Section 58A of the Companies Act, 1956
and the Rules made there under.
6. DIRECTORS
As per the provisions of the Article of Association of the Company,
Shri Pranab Chakraborty (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 the Company, are
being appointed as Independent Directors for five consecutive years for
a term up to 31st March, 2019 as per the provisions of Section 149 and
other applicable provisions of Companies Act, 2013. The Company has
received a requisite notices in writing from members proposing their
appointment as Directors. The Board recommends their appointment as
Independent Directors.
Brief resume of the Directors seeking appointment/re-appointment,
nature of their expertise in specific functional areas and details of
their directorship and membership/chairmanship ofBoard Committees, as
stipulated under Clause 49 of the Listing Agreement, are provided in
the Report on Corporate Governance forming part of the Annual Report.
7. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:
a. That in the preparation of the accounts for the financial year ended
31st March, 2014, the applicable accounting standards have been
followed along with the proper explanation relating to material
departures;
b. That the Directors have selected such accounting policies and
applied them consistently and madejudgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end 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 adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d. That the Directors have prepared the annual accounts for the
financial year ended 31st March, 2014ona going concern basis.
8. AUDITORS' REPORT
There are no items on which Auditors have commented which need further
explanation from the Board of Directors.
9. AUDITORS
Messers. Shambhu Kedia & Co., Chartered Accountants, Statutory Auditors
ofthe Company, holds office till the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment.
The Company has received letter from the Auditors to the effect that
their re-appointment, if made, would be within the prescribed limits
under the Companies Act, 2013 and they are not disqualified for re-
appointment. The Board recommends the appointment of the auditors from
conclusion of ensuing Annual General Meeting till the conclusion of
next Annual General Meeting.
10. EMPLOYEES
None of the employees were in receipt of remuneration in excess of the
limits specified under 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 the disclosure of particulars of conservation of energy and
technology absorption prescribed by the rules is not applicable.
12. FOREIGNEXCHANGE
The Company had no foreign exchange inflow or outflow during the year
under review.
13. CORPORATEGOVERNANCE
As per the Listing Agreement with the Stock Exchanges, the Company has
implemented the Code on Corporate Governance. The Corporate Governance
compliance certificate obtained from the Auditors of the Company is
attached to Report on Corporate Governance.
The Management Discussion and Analysis Report and the Report on
Corporate Governance are given in the annexure attached to this report.
The Board members and Senior management personnel have confirmed
compliance with the Code of conduct.
14. EMPLOYER EMPLOYEE RELATIONSHIP
The Company has maintained a cordial relationship with its employees,
which resulted in smooth flow ofbusiness operations during the year
under review.
15. ACKNOWLEDGEMENTS
Your Directors acknowledge the support and owe a debt of gratitude to
the Shareholders, Investors & Bankers. Your Directors are also thankful
to its clients for their continued faith and support reposed in them.
Last but not the least, your Directors' place on record their sense of
appreciation for the valuable contribution made by the employees of the
Company.
On behalf of the Board of Directors
For ATN International Limited
Registered office:
10 Princep Street,
2nd Floor, Kolkata -700 072 (Santosh Kumar Jain) (Pranab Chakraborty)
Managing Director Director
Dated : 30th May, 2014 DINNo.00174235 DINNo.03568360 |