Dear Shareholders,
Your Directors have pleasure in presenting the Thirty Ninth (39th) Annual Report
of your Company together with the Audited Statement of Accounts of ATN International
Limited ("the Company") for the year ended 31st March, 2023.
FINANCIAL RESULTS
The Standalone financial performance of the Company for Financial year ended 31st
March, 2023, are as follows :
|
Financial Year |
Financial Year |
| Particulars |
2022-23 |
2021-22 |
|
(Amount in Lacs) |
(Amount in Lacs) |
| Revenue from Operations |
- |
8.72 |
| Other Income |
13.70 |
- |
| Total Revenue |
13.70 |
8.72 |
| Profit/Loss before Tax |
(53.39) |
(36.69) |
| Tax Expense |
- |
- |
| Net Profit/(Loss)for the year after Tax |
(53.39) |
(36.69) |
| Other Comprehensive Income/(Expense) for the year, Net of Tax |
- |
- |
| Total Comprehensive Income for the year |
(53.39) |
(36.69) |
| Basic and Diluted Earnings per Share |
|
|
| i) Before Exceptional and Extraordinary Items |
(0.13) |
(0.09) |
| ii) After Exceptional and Extraordinary Items |
(0.13) |
(0.09) |
TRANSFER TO GENERAL RESERVE
During the year under review, no amount was transferred to General Reserve.
DIVIDEND
In view of the loss incurred during the year under review, the Board of Directors did
not recommend any dividend for the financial year ended 31st March, 2023.
PERFORMANCE REVIEW
During the year under review, your Company incurred total loss of 53.39/- Lacs as
against total loss of 36.69/ - Lacs in the previous financial year. Your Directors are
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 year
ended 31st March, 2023.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of
the company, which have occurred since 31st March, 2023, being the end of the Financial
Year of the Company to which financial statements relate and the date of the report.
SHARE CAPITAL
The paid up equity capital as on 31st March, 2023 was 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.
LISTING OF EQUITY SHARES
The Equity Shares of your Company are presently listed on three Indian Stock Exchanges
i.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 2023-2024 have been paid to Stock Exchanges. The
custodian is NSDL & CDSL for the Securities of the Company held in dematerialized mode
with them for the year 2023-2024
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of the Companies Act, 2013, the Company is not required to
transfer any amount to Investor Protection and Education Fund as the Company has not
declared any Dividend since its incorporation and as such there is no amount of dividend
which 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 Act,
2013, In accordance with the Articles of Association and provisions of the Companies Act,
2013, Smt Krishna Banerjee (DIN: 06997186) retire by rotation and being eligible offer
herself for re-appointment. The Board recommends her re-appointment for the approval of
the members.
The disclosures about Directors required pursuant to Regulation 36 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations (hereinafter referred as "SEBI
Listing Regulations") and Clause 1.2.5 of the Secretarial Standard are given in the
Notice of AGM, forming part of the Annual Report. Consent for appointment, as required,
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 of
independence 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 Management
personnel. The code of conduct has also been posted on the official website of the Company
www.atninternational.in.
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".
BOARD MEETINGS
The details of the number of meetings of the Board held during the financial year
2022-2023 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 of
meetings and attendance at the meeting held during the financial year 2022-2023 forms a
part of "Report on Corporate Governance".
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 has also laid down the criteria for determining qualifications, positive
attributes, independence of Director and Board diversity and criteria for evaluation of
Board, its Committee and individual Directors. The policy is stated in the Report on
Corporate Governance.
BOARD EVALUATION
Pursuant to the provisions of the Act and SEBI (LODR) Regulations, 2015, 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 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
Directors were satisfied with the evaluation results.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
None of the employees, employed during the year, was in receipt of remuneration, in
aggregate of Rupees 1,02,00,000 or more per annum for the financial year 2022-2023, or Rs.
8,50,000 or more per month for any part of the Financial Year, as set out in the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Therefore, no such
details have been provided as required under section197(12) of the Companies Act, 2013
read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of managerial
Personnel) Rules, 2014.
The ratio of remuneration of each Director to the median employees remuneration and
such other details in terms of Section 197(12) of the Companies Act, 2013 read with rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
(I) The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year -
No remuneration is paid to directors for the financial year 2022-2023.
(ii) The percentage increase in remuneration of each Director, Chief Financial Officer,
Chief 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 Chief
Executive Officer, Chief Financial Officer & Company Secretary during the year.
(iii) The percentage increase in the median remuneration of employees in the financial
year - There is no percentage increase in the median remuneration of employees in the
financial year.
(iv) The number of permanent employees on the rolls of Company -
The number of permanent employees on the rolls of Company is 7.
(v) Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are 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
DIRECTORS RESPONSIBILITY STATEMENT
As stipulated under the provisions contained in Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013 ("Act"), the Board of Directors, to the best
of its knowledge and belief and according to the information and explanations obtained by
it, hereby states 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, and 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.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
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.
M/s. Barkha & Associates, Chartered Accountants performs the duties of internal
auditors of the company for the year ended 31st March, 2023. In order to monitor the
performance on a continuous basis. Management has a system to review Internal Audit
Reports 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.
DEPOSITS
During the year under review, our Company has not accepted any deposits from public and
/or shareholders during the year under review, within the meaning of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and
accordingly as of 31st March, 2023.
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.
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.
RELATED PARTY TRANSACTION
All related party transactions that were entered into during the financial year were in
the ordinary course of the business and were on arms 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. 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.in.
Details of the transactions with Related Parties are provided in the accompanying
financial statements.
POLICIES
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All applicable policies are
available under the head Policy on the Companys website: www.atninternational.in. The
policies are reviewed periodically by the Board and updated based on need and new
compliance requirement.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act, 2013 regarding Corporate Social Responsibilities
are not applicable to the Company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
Since the Company does not own any manufacturing facility, requirement regarding the
disclosure of particulars of conservation of energy and technology absorption prescribed
by the rules is not applicable.
During the year under review there was no inflow/outflow of foreign exchange.
RISK MANAGEMENT POLICY
The Company has a Risk Management Policy in accordance with the provisions of the Act
and SEBI (LODR) Regulations, 2015, 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.
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.in.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS, COURTS AND TRIBUNALS
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.
AUDITORS
• STATUTORY AUDITORS
At the Annual General Meeting of the Company held on 24th September, 2021, the
Shareholders had approved the reappointment of M/s Jain Sonu & Associates., Chartered
Accountants (Firm Registration No. 324386E), as the statutory auditor of the company at
the 37th Annual General Meeting of the Company to hold office for a second term of three
consecutive years up to the conclusion of the 40th Annual General Meeting of the Company
as per section 139 of Companies Act 2013. As per the recent amendment of Section 139 of
the Companies Act, 2013, which have been made effective from 07th May, 2018, ratification
of the appointment of the auditor is no longer required. Accordingly, the Statutory
Auditors of the Company continue to be appointed in this AGM.
• 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
appointed Ms. Ankita Goenka (Membership No. FCS No.:10572, C.P. No.14204), Practicing
Company Secretary of M/s. Ankita Goenka & Associates, to conduct Secretarial Audit for
the Financial Year 2022-2023.
The Secretarial Audit Report for the Financial Year 2021-2022 in Form MR-3 is annexed
herewith as Annexure "I" to this report. The report is self-explanatory and does
not call for any further comments. They have also carried out Secretarial Compliance Audit
as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for FY 2022-2023.
• INTERNAL AUDITOR
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 the
Company for the Financial Year 2022-2023.
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 observation made in the Secretarial Audit Report is self explanatory 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 secretarial
auditors have reported to the Audit Committee of the Board, under Section 143(12) of the
Act, any instances of fraud committed against the Company by its officers or employees,
the 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 complied
with the applicable Secretarial Standards issued by The Institute of Company Secretaries
of 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) Rules, 2014,
extract of annual return is annexed and is marked as Annexure II.
CORPORATE GOVERNANCE
The Company is committed to good corporate governance practices. The report on
Corporate Governance for the financial year ended 31st March, 2023, as per regulation
34(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 the
practicing company secretaries of the Company confirming compliance with the conditions of
Corporate 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 Disclosure
Requirements) Regulations, 2015, the Managements Discussion and Analysis Report for the
year under review, is presented in a separate section forming part of the Annual Report
and marked as Annexure - "IV".
POLICY ON SEXUAL HARASSMENT.
The Company has adopted policy on Prevention of Women at workplace in accordance with
the Sexsual Harassment of Women (Prevention, Prohibition and Redressal) Act, 2013. During
the Financial Year ended 31st March, 2023 the company has not received any complaints
pertaining to Sexual Harassment.
ACKNOWLEDGEMENTS
Your Directors acknowledge the support and owe a debt of gratitude to the Financial
Institutions, Banks, Central and State Government authorities, Regulatory authorities,
Stock Exchanges and all the various stakeholders for their continued co-operation and
support to the Company.
Your Directors also wish to place on record their appreciation to all of the Companys
employees and workers at all level for their enormous efforts as well as their collective
contribution to the Companys performance.
| Registered Office : |
On behalf of the Board of Directors |
|
|
For ATN International Limited |
|
| 10, Princep Street, |
|
|
| 2nd Floor, |
Santosh Kumar Jain |
Pranab Chakraborty |
| Kolkata - 700 072 |
Managing Director |
Director |
| Dated : 11.08.2023 |
DIN : 00174235 |
DIN : 03568360 |
+91-9892691696
