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Directors Report of ATN International Ltd.

Mar 31, 2014

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


Mar 31, 2013

Dear Shareholders

The Directors have pleasure in presenting the Twenty-Ninth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS

The working results of the Company for the year under review are given below :

Year ended Year ended 31.03.2013 31.03.2012 (Rs) (Rs.)

Profit/(Loss) Before Exceptional, Extraordinary

Items and tax (12,355,317) (9,053,350)

Less: Exceptional Items 10

Profit before Extraordinary Items and Tax (12,355,317) (9,053,360)

Extraordinary Items 33,633,515 2,554,565

Profit before tax (45,988,832) (11,607,925)

Tax expenses- Deferred Tax (1,085,369)

Profit(Loss) for the period (45,988,832) (10,522,556)

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 2013-14 have been paid to NSE, BSE and CSE.

5. FIXED DEPOSITS

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

(i) Re-appointment :

As per the provisions of the Articles of Association of the Company, Shri Tarak Nath Datta, retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment for''consideration of the shareholders.

(ii) Appointment :

During the year Shri Pranab Chakraborty was appointed as an Additional Director of the Company w.e.f. 17th April, 2013 under section 260 of The Companies Act, 1956 and subject to the Articles of Association of the Company to hold office up to the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

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 31 st March, 2013, 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 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 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 31 st March, 2013 on a 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, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and have consented to continue in office, if appointed. They have confirmed that their appointment, if made, will be in accordance with the limits specified in Section 224(1 B) of the Companies Act, 1956.

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 of Employees) 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. 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 the Code on Corporate Governance. The Corporate Governance compliance certificate obtained from the Auditors of the Company is attached to this report.

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 of business 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.

Registered Office: On behalf of the Board of Directors

10, Princep Street, For ATN International Limited

2nd Floor,

Kolkata - 700 072 (Santosh Kumar Jain) (Pranab Chakraborty)

Date : 30th May, 2013 Managing Director Director


Mar 31, 2011

Dear Shareholders

The Directors have pleasure in presenting the Twenty-Seventh Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2011.

1. FINANCIAL HIGHLIGHTS

The working results of the Company for the year under review are given below :

Year ended Year ended

31.03.2011 31.03.2010 (Rs.) (Rs.)

Total Income 4,991,665.00 1,53,67,406.00

Profit/(Loss) before Depreciation & Tax (906,327.00) 92,82,114.00

Depreciation for the year 9,738,941.00 98,74,326.00

Profit/(Loss) Before Tax (10,645,268.00) (5,92,212.00)

Provision for Tax - Deferred (3,241,329.00) (92,05,599.00)

Profit/(Loss) After Tax (7,403,939.00) (97,97,811.00)

Add : Excess Provision Written back - 78510.00

Prior-period adjustment 69,216.00 34425.00

Income-tax for earlier years - 28043.00

Extra-ordinary Item 1,500,000.00 170236.00

Balance brought forward from previous year (33,602,188.00) (2,37,19,032.00)

Balance carried to Balance Sheet (42,575,343.00) (3,36,02,188.00)

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 2010-11 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. 2011 was Rs. 4,54,000/- due to 31 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

(i) Re-appointment:

As per the provisions of the Article of Association of the Company. Shri Tarak Nath Dutta, retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment for consideration of the shareholders.

(ii) Resignation

Shri Shiv Kumar Lakkar have resigned from Directorship of the Company with effect from 5th April 2011 The Board places on record its appreciation for the valuable contribution made by Shri Shiv Kumar Lakkar during his tenure as Director of the Company.

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 31 st March, 2011, 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 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 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, 2011 on a going concern basis.

8. AUDITORS' REPORT

All the items on which the Auditors have commented in their report have been explained in Schedule -20 of Notes on Accounts.

9. AUDITORS

Messers. Shambhu Kedia & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and have consented to continue in office, if appointed. They have confirmed that their appointment, if made, will be in accordance with the limits specified in Section 224(1 B) of the Companies Act, 1956.

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 of Employees) 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. 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 the Code on Corporate Governance. The Corporate Governance compliance certificate obtained from the Auditors of the Company is attached to this report.

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 of business 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

Santosh Kumar Jain Tarak Nath Dutta Managing Director Director

Registered Office ;

10, Princep Street, 2nd Floor. Kolkata - 700 072

Date : 28th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Twenty-Sixth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS

The working results of the Company for the year under review are given below :

Year ended Year ended 31.03.2010 31.03.2009 Rs. Rs.

Total Income 1,53.67,406,00 20,21,665.00

Profit/(Loss) before Depreciations Tax 92,82,114.00 (52,18,972.00)

Depreciation for the year 98 ,74,326.00 99,44,895.00

Profit/ (Loss) Before Tax (5,92,212.00) (1,51,63,867.00)

Provision for Tax- Fringe Benefit Tax - 90,915,00

- Deferred (92,05,599.00) (1,72,93,045.00)

Profw (Loss) After Tax (97,97,811,00) 20,38.263.00

Add: Excess Provision Written back 78,510.00 4,931.00

Prior-period adjustment 34,425.00 742,00

Income-tax for earlier years 28,043.00 -

Security Transaction Tax (Old) - 636,743.00 Old Liabilities (FD) 1,70,236 579,749.00

Extra-ordinary Item - -

Balance brought forward from previous year (2,37,19,032.00) (2,45,44,952.00)

Balance carried to Balance Sheet (3,36,02,188.00) (2,37,19,032,00)

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).

Companys 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 Companys shares and have extensive networking of trading terminals, which facilitates trading by Members/Investors, Listing fees for the financial year 2010-11 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 Soard order dated 25th August. 2005 to secure the depositors. The outstanding matured deposits as on 31ST March, 2010 was Rs. 498,000/- due to 31 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

(I) Re-appoimment:

As per the provisions of the Article of Association of the Company, Shri Hari Ram Agarwal, retires by rotation and being eligible offers himself for re-appointmenL The Board recommends his re-appointment for consideration of the shareholders.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1056, with respect to Directors Responsibility Statement, it is hereby confirmed r

a. That In the preparation of the accounts for the financial year ended 31st March, 2010, 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 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 of the Company for trie 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 irrs-gularities;

d. That the Directors have prepared the annual accounts for the financial year ended 31 st March, 2010 on a going concern basis.

B. AUDJTORS REPORT

All the items on which the Auditors have commented in their report have been explained in Schedule - 20 of Notes on Accounts.

9, AUDTORS

Messers. Shambhu Kedia & Co., Chartered Accountants, Auditors of the Company, retire at The conclusion of The forthcoming Annual General Meeting and have consented to continue in office, if appointed. They have confirmed that their appointment, if made, will be in accordance with the limits specified in Section 224(lB)ofthe Companies Act, 1956.

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, 1966 read along with Companies (Particulars of Employees) Pules, 1975.

11. STATUTORY INFORMATION

Tha 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. 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 Che 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 this report.

The Management Discussion and Analysis Report and the Report on Corporate Governance are given in the annexure attached to this report. The Code of Conduct is available on the Companys website www.atnlnternational.co.in. The Board members and Senior management personnel have confirmed compliance with the said code.

14. 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.

15. ACKNOWL EDGEMENTS

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 thair 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 Harl Ram Agarwal

Dated: 28th May, 2010 Managing Director Director

 
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