The Directors have pleasure in presenting the Twenty-Eighth Annual
Report of the Company together with the Audited Accounts for the year
ended 31st March, 2012.
1. FINANCIAL HIGHLIGHTS
The working results of the Company for the year under review are given
Year ended Year ended
Items and tax (9,053,350) (10,645,269)
Less: Exceptional Items 10 69,216
Profit before Extraordinary
Items and Tax (9,053,360) (10,714,485)
Extraordinary Items 2,554,565 1,500,000
Profit before tax (11,607,925) (12,214,485)
Tax expenses-Deferred Tax (1,085,369) (3,241,329)
Profit(Loss) for the period (10,522,556) (8,973,156)
To conserve the resources of the Company for future expansion, the
Board have decided not to recommend any dividend for the year under
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 2011-12 have been paid to NSE, BSE
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 31 st March, 2012 was Rs. 4,21,000/- due to 31 no. of deposit
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.
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-appointment. The Board recommends his re-appointment for
consideration of the shareholders.
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, 2012, the applicable accounting standards have been
followed along with the proper explanation relating to material
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
d. That the Directors have prepared the annual accounts for the
financial year ended 31 st March, 2012 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.
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,
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
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
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
Registered Office: On behalf of the Board of Directors
10, Princep Street, For ATN International Limited
Kolkata - 700 072
Santosh Kumar Jain
Tarak Nath Dutta
Date : 28th May, 2012 Managing Director Director