DIRECTORS' REPORT Dear Shareholders Your Directors have pleasure in presenting the Thirty-First Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2015. 2. DIVIDEND & RESERVE In view of the loss incurred during the year under review, the Board of Directors do not recommend any dividend for the financial year ended 31st March, 2015. During the year under review, no amount was transferred to General Reserve. 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. CHANGE IN NATURE OF BUSINESS, IF ANY There was no change in the nature of business of the Company during the financial year ended 31st March, 2015. 5. SHARE CAPITAL The paid up equity capital as on March 31, 2015 was Rs. 1578.00 Lakhs. During the year under review,the Company has not issued shares with differential voting rights nor has granted stock options or sweat equity. 6. SUBSIDIARY/ASSOCIATE COMPANY The Company does not have any Subsidiary/Associate. 7. 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 2015-16 have been paid to NSE, BSE and CSE. 8. FIXED DEPOSITS During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. 9. LOANS, GUARANTEES AND INVESTMENTS Pursuant to Section 186(11) of the Companies Act, 2013 any acquisition made by a Company whose principal business is the acquisition of securities are exempted from disclosure in the Annual Report. 10. CORPORATE SOCIAL RESPONSIBILITY The provisions of the Companies Act, 2013 regarding Corporate Social Responsibilities are not applicable to the Company. 11. DIRECTORS AND KEY MANAGERIAL PERSONNEL At the Annual General Meeting of the Company held on 22nd September, 2014, the Members had approved the appointment of Shri Pranab Chakraborty and Shri Tarak Nath Datta as Independent Directors for a term of five years. During the year, Smt. Krishna Banerjee was appointed as an Additional Director of the Company w.e.f 30th September, 2014 and she shall hold office only up to the date of ensuing Annual General Meeting. A requisite notice has been received from Smt. Banerjee proposing herself as a candidate for the office of Director whose period of office is liable to determination by retirement of directors by rotation. Shri Niladri Bihari Barik was appointed as an Additional Director of the Company w.e.f 13th August, 2015 and he shall hold office only up to the date of ensuing Annual General Meeting. A requisite notice has been received from Shri Barik proposing himself as a candidate for the office of Director whose period of office is liable to determination by retirement of directors by rotation. Smt. Madhu Barnwal was appointed as Additional Directors of the Company w.e.f. 13th August, 2015 and she shall hold office up to the date of the ensuing Annual General Meeting. Smt. Madhu Barnwal being appointed as an Independent Director for two consecutive years from conclusion of ensuing Annual General Meeting. A requisite notice has been received from Smt. Barnwal proposing herself as a candidate for the office of Director whose period of office shall not be liable to retire by rotation. The Board of Directors on recommendation of Nomination & Remuneration Committee re-appointed Shri Santosh Kumar Jain as Managing Director of the Company for a further period of five years effective from 1st April, 2015 to 31st March, 2020. In accordance with the provisions of the Act, Shri Santosh Kumar Jain retires and is eligible for re-appointment. The Board recommends their appointment/re-appointment for the approval of the members. Shri Sandeep Dey was appointed as the Chief Financial Officer of the Company w.e.f. 13th August, 2014. The said appointment is in pursuance of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and in compliance of Clause 49 of the Listing Agreement. The Board of Directors of the Company in their meeting held on 30th May, 2014 approved the continuation of office of existing KMP, Smt. Manisha Lath as Company Secretary of the Company. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchanges. 12. BOARD EVALUATION Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its committee. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Managing Director and Non Independent Director was carried out by the Independent Directors at their meeting without the attendance of Non-Independent Directors and members of the management. The Nomination & Remuneration Committee also reviewed the performance of the Board, its Committee and of the Directors. 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 year 2014-15 forms part of Report on Corporate Governance. 14. INTERNAL FINANCIAL CONTROL The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company. During the year such controls were tested and no reportable material weaknesses in the design or operation were observed. 15. NOMINATION & REMUNERATION POLICY The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and other employees of the Company. This policy also lays down criteria for selection and appointment of Board Members and also criteria for evaluation of Board and individual Directors. The policy is stated in the Report on Corporate Governance. 16. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has a mechanism called "Whistle Blower Policy" for Directors and employees to report genuine concerns or grievances. The policy is available on the website of the Company (www.atninternational.co.in). 17. RISK MANAGEMENT POLICY The Company has a Risk Management Policy in accordance with the provisions of the Act and Clause 49 of the Listing Agreement, which provides a mechanism for risk assessment and mitigation. At present the Company has not identified any element of risk which may threaten the existence of the Company. 18. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Your Directors state that during the year an Internal Complaint Committee has been formed to review the cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and further state that, there were no cases reported in respect to above mentioned Act. 19. RELATED PARTIES TRANSACTION All related party transactions that were entered into during the financial year were in the ordinary course of the business and were on arm's length basis. Thus disclosure in Form AOC-2 is not required. Further there were no materially significant related party transactions entered by the company with Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with interest of the company at large. The policy on Related Party transaction as approved by Board of Directors has been uploaded on the website 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 accompanying financial statements. 20. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS During the year, there are no significant and material order passed by the Regulators/Courts which would impact the going concern of the Company and its future operation. 21. DIRECTOR'S RESPONSIBILITY STATEMENT In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that : i) in the preparation of the annual accounts, the applicable accounting standards have been followed. ii) the directors have selected such accounting policies and applied them consistently and made judgments 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 or loss of the Company for the year under review. iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the company and that such internal financial controls are adequate and were operating effectively. vi) the directors had devised proper system to ensure compliance with the provisions of all 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 thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. 23. AUDITORS • Statutory Auditors Messers. Shambhu Kedia & Co., Chartered Accountants, Statutory Auditors of the 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. • Secretarial Auditor Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. B. K. Barik & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed herewith as Annexure I. • Internal Auditor M/s. Barkha & Associates, Chartered Accountants performed the duties of internal auditors of the company for the year ended 31st March, 2015. 24. EXTRACT OF ANNUAL RETURN Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT.9 is annexed herewith as Annexure II. 25. MATERIAL CHANGES There have been no material changes and commitments affecting the financial position of the company, which have occurred since 31st March 2015, being the end of the Financial Year 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 The Company being basically in the investment & financial sector, requirement regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by 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 employees of the Company, will be provided upon request. There are no employees who are in receipt of 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 Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company in advance. 29. EMPLOYER EMPLOYEE RELATIONSHIP The Company has maintained a cordial relationship with its employees, which resulted in smooth flow of 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 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. 31. ACKNOWLEDGEMENTS Your Directors acknowledge the support and owe a debt of gratitude to the Members, Investors, Consultants & Bankers. Your Directors' also 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 Santosh Kumar Jain Managing Director DIN No.00174235 Pranab Chakraborty Director DIN No. 03568360 Date : 13th August, 2015 Registered Office: 10, Princep Street, 2nd Floor, Kolkata - 700 072 |