Dear Shareholders
 
 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
 below :
 
                                       Year ended        Year ended
                                       31.03.2012        31.03.2011
                                      (Rs.)             (Rs.)
 
 Profit/(Loss) Before 
 Exceptional, Extraordinary
 
 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)
 
 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 2011-12 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 31 st March, 2012 was Rs. 4,21,000/- 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 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
 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, 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.
 
 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 
 
 Tarak Nath Dutta
 
 Date : 28th May, 2012       Managing Director Director