REPORT ON CORPORATE GOVERNANCE
The Company's shares are listed in National Stock Exchange, Bombay Stock Exchange and Calcutta Stock Exchange. Accordingly, the Corporate Governance Report for the year 2014-2015, has been prepared as per the guidelines issued by SEBI and incorporated in Clause 49 of the Equity Listing Agreement :-
Para 1. CORPORATE GOVERNANCE PHILOSOPHY
Effective Corporate Governance is how an organisation is managed, which includes its culture, structure, policies and manner in which it deals with its stakeholders and not just mere compliance. It also relates to processes and systems that direct the resources of the organization and strategies of the management for maximizing the wealth of the stakeholders. Your Company firmly believes that such practices are founded upon the core values of transparency, accountability, independence, responsibility and fairness.
Your Company makes best endeavor to implement these core values in all facets of its operations. The Company continues to follow procedures and practices in conformity with the Code of Corporate Governance enshrined in the Listing Agreement.
Para 2. BOARD OF DIRECTORS
(i) Composition of the Board :
The Composition of the Board of Directors of the Company consists of qualified executive and non-executive Directors. The Board comprises of persons who have excelled in their respective areas and have good standing. All the Directors are above the age of 21 years.
(iii) Directors' membership in board/committees of other companies :
As per the Listing Agreement, no director can be a Member in more than 10 (ten) committees or act as chairman of more than 5(five) committees across all companies in which he is a Director.
In terms of the Listing Agreement, none of the directors of your Company were Members in more than 10 (ten) committees nor acted as chairman of more than 5 (five) committees across all companies in which they were Directors. Details of other directorships/committee membership/chairmanship held by them are given in Para 2(i) above.
(iv) Number of Board meetings held, dates on which held :
As per the Listing Agreement, the Board of Directors must meet at least four times a year, with a maximum time gap of one hundred and twenty days between any two meetings.
During the financial year 2014-15, Board met 6 (Six) times on 30.05.2014, 13.08.2014, 30.09.2014, 13.11.2014, 12.02.2015 and 27.03.2015. The gap between any two Board Meetings did not exceed one hundred and twenty days.
(v) Familiarisation Programme for Directors :
The Company familiarizes its Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through programme.
The Familiarisation programme for Independent Directors is disclosed on the Company's website at the following web link: www.atninternational.co.in
(vi) Independent Directors' Meeting :
During the year under review, a separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors and members of the Management, was held on 10th December, 2014, as required under Companies Act, 2013 and Listing Agreement. All Independent Directors were present at the meeting to review the performance of Non-Independent Directors and the Board as a whole, assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties and discuss matters pertaining to the Company's affairs and functioning of the Board and presented their views to the Managing Director for appropriate action.
Para 3. AUDIT COMMITTEE
Brief description of the terms of reference:
The terms of reference of the Audit Committee cover the matters specified under revised Clause 49 of the Listing Agreement with Stock Exchanges and provisions of Section 177 of the Companies Act, 2013 read with The Companies (Meetings of Board and its Powers) Rules, 2014.
The Audit Committee reviews, acts and reports to the Board of Directors with respect to:
a) the appointment of Statutory Auditors of the Company,
b) provide Board with additional assurance as to reliability of financial information and statutory financial statements and as to the adequacy of internal accounting and control systems,
c) it acts as a link between the management, statutory auditors and the Board of Directors,
d) Company's compliance with the legal and statutory requirements.
Para 4. NOMINATION AND REMUNERATION COMMITTEE
Brief description of the terms of reference :
The Board has constituted Nomination & Remuneration Committee with effect from September 30, 2014. The terms of reference of the Nomination & Remuneration Committee cover the matters specified under revised Clause 49 of the Listing Agreement with Stock Exchanges and provisions of Section 178 of the Companies Act, 2013 read with The Companies (Meetings of Board and its Powers) Rules, 2014. The Company has adopted a Remuneration Policy for its Directors, Key Managerial Personnel and other employees. 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 and individual Directors. Details of Remuneration Policy is provided in Para 4 (iv) and has also been uploaded on the website of the Company.
(iii) The details of remuneration/sitting fee paid to Directors :
No remuneration/sitting fee has been paid to any Director during the year.
(iv) Criteria for selection and appointment of Directors and Remuneration Policy : Preamble
• The remuneration policy provides a framework for remuneration paid to the members of the Board of Directors (Board) and for Key Managerial Personnel (KMP) and other employees. The expression KMP shall have the same meaning as defined under Companies Act, 2013. This policy also provides a framework for indentification of persons who are qualified to become directors and who may be appointed as senior management for recommendation of their appointment to the Board.
• This policy has been framed by the Nomination and Remuneration Committee of the Board of Directors and based on its recommendation, approved by the board of directors of the Company.
• The policy may be reviewed by the Nomination and Remuneration Committee of the Board of Directors.
Criteria for determining qualification
The Board may expects qualified directors to have ample experience and the highest level of personal and professional ethics, integrity and values. The Board shall also consider whether each director possesses the following:
• The highest level of personal and professional ethics, reputation, integrity and values;
• A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
• The ability to exercise objectivity and independence in making informed business decisions;
• The willingness and commitment to devote extensive time necessary to fulfill his/her duties;
• The ability to communicate effectively and collaborate with other board members to contribute effectively to the diversity of perspectives that enhances Board and Committee deliberations, including a willingness to listen and respect the views of others;
• The skills, knowledge and expertise relevant to the Company's business.
Independence Review Criteria
Determination of director independence will be made by the Board for each director on an annual basis upon the recommendation of the Committee. Independent directors have three key roles, namely, governance, control and guidance. Some of the performance indicators, based on which the independent directors shall be evaluated are:-
• Independence from management.
• Independence from Promoter Group.
• No substantial shareholding.
• Ability to contribute to and monitor our corporate governance practices.
• Ability to contribute by introducing international best practices to address top management issues.
• Active participation in long term strategic planning.
• Commitment to the fulfilment of a director obligations and fiduciary responsibilities - this include participation and attendance.
• Other significant relationship which may cause a conflict of interest.
Principles of Remuneration
Company considers that the remuneration system is a key element in creating value. It thus has an advanced remuneration scheme based on the reciprocity of value for employees and for the Company in line with the interests of shareholders. The Company's remuneration system is informed by the following principles:
• Long-term value creation.
• Remunerate achievement of results on the basis of prudent, responsible risk bearing.
• Attract and retain the best professionals.
• Reward the level of responsibility and professional path.
• Ensure equity in the Company and competitiveness outside it.
• Ensure transparency in its remuneration policy
Remuneration to Non-Executive Directors
Non Executive directors may be paid remuneration by way of sitting fees and reimbursement of expenses for participation in the Board and other meetings and such other payments as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Remuneration to Executive Directors
At the time of appointment or re-appointment, the Managing Director shall be paid such remuneration as may be mutually agreed between the Company and the Managing Director within the overall limits prescribed under the Companies Act, 2013. The remuneration shall be subject to the approval of the Members of the Company in General Meeting.
Remuneration to other Key Managerial Personnel excluding Executive Director & other employees
Other Key Managerial Personnel excluding Executive Director and other employees shall be paid such remuneration as per term and condition of appointment letter/contract within the range approved by and ratified by the Remuneration Committee. Annual increments effective 1st April each year, as recommended by the Remuneration Committee, shall be approved by the Board.
Evaluation of Individual Directors & Board
The Independent Directors shall have a separate meeting during the year without the attendance of Non-Independent Directors and members of management. All Independent Directors shall strive to be present at the meeting. The meeting shall review the performance of Non-Independent Directors and the Board as a whole. The meeting shall also review the performance of the Chairman, if any of the Company, taking into account the views of the Executive Directors and the Non-Executive Directors.
The performance evaluation of the Independent Directors shall be done by the entire Board, excluding the Director being evaluated. The performance evaluation of the Independent Directors and the Board as a whole shall be in context of the Company's performance and governance perspective.
Criteria for Performance Evaluation are as under :
For Board -
• degree of fulfillment of key responsibilities
• Committees of Board
• Board & Committee Meetings
• Team work
• understanding the role
• effectiveness and quality of decision making
For Directors -
• attendance at the meeting
• participation and contribution
• responsibility towards Stakeholders
• compliance and governance
• maintaining confidentiality
In addition to the above Managing Director also being evaluated on -
• conduct of meeting
• utilization of resources
• degree of fulfillment of key responsibilities
• adequacy of Committee composition
• understanding of regulatory environment
• interaction with the Board
Para 5. STAKEHOLDERS RELATIONSHIP COMMITTEE
Brief description of the terms of reference :
The Board has constituted Stakeholders Relationship Committee in accordance with provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement. The terms of reference of Shareholders'/ Investors' Grievance Committee was conferred on the Stakeholders Relationship Committee and consequently the Shareholders'/ Investors' Grievance Committee was dissolved. The Board of Directors of the Company has delegated the authority to approve transfer of shares to Stakeholders Relationship Committee of the Company. The Committee also monitors the implementation and compliance with the Company's Code of Conduct for prohibition of Insider Trading. The committee deals with the various matters relating to :
a. Transfer of shares
b. Transmission of shares
c. Issuance of duplicate share certificates.
d. Shareholders' queries/complaints and its redressal as and when received
e. Dematerialisation/Rematerialisation of shares
f. Monitors expeditious redressal of investors' grievances.
g. Such other matters resulting from statutory amendments/modifications from time to time.
The Company has adopted the Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations. The Code lays down guidelines for procedures to be followed and disclosures to be made while dealing with the shares of the Company by the directors and designated employees. Shri Santosh Kumar Jain, Managing Director has been appointed as the Compliance Officer for the implementation of and overseeing compliance with the Regulations and the Code across the Company.
The Company has also adopted the Code of Corporate Disclosure Practices for ensuring timely and adequate disclosure of Price Sensitive Information, as required under the Regulations.
Para 7. DISCLOSURES
(i) Disclosure of materially significant related party transactions :
During the financial year 2014-15, the Company had not entered into any materially significant transaction with any related party that may have potential conflict with the interests of the Company at large. The Directors and KMPs have no direct, indirect or on behalf of third party, material in any transaction or matter directly affecting the Company. The transactions with related parties, in normal course of business, have been disclosed separately in the Notes on Accounts.
The Policy on related party transactions has been uploaded on Company's website www.atninternational.co.in
(ii) Accounting Treatment :
In view of the management, all applicable accounting standards are being followed for preparation of financial statements.
(iii) Details of non-compliance by the company :
The Company has complied with all the requirements of the Listing Agreement with Stock Exchange as well as the Regulations and Guidelines prescribed by Securities and Exchange Board of India (SEBI).
(iv) Whistle Blower Policy :
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
(v) Details of compliance with the mandatory requirements :
Your Company has complied with all the mandatory requirements of the revised Clause 49 of the Listing Agreement. The details of these compliances have been given in the relevant sections of this Report.
Para 8. MEANS OF COMMUNICATION
(i) Quarterly results:
The Quarterly and Annual Results of the Company are communicated immediately to the stock exchanges upon conclusion of the Board Meeting convened to consider the same.
(ii) Newspapers wherein results are normally published :
The Financial Results of the Company are published in "Business Standard" and in "Dainik Lipi".
(iii) to (v) Any website, where displayed :
The Results are displayed on the Company's web-site at www.atninternational.co.in
Full Annual Reports for the financial year 2014-15, Financial results, Shareholding pattern and other relevant information are also available on the website of the company in a user-friendly and downloadable form.
Para 9. GENERAL SHAREHOLDER INFORMATION
(i) AGM : Date, time and venue :
The forthcoming Annual General Meeting of the Company will be held as given below:
Date & Time 24th September, 2015 at 2.30 P.M.
Venue : Rotary Sadan 94/2, Chowringhee Road, Kolkata - 700 020
(ii) Financial year :
Financial Year is 1st April 2015 to 31st March 2016 and the quarterly results will be declared as per the following schedule.
Financial Results for the quarter ending June 30, 2015 : Second week of August 2015
Financial Results for the quarter ending September 30, 2015 : Second week of November 2015
Financial Results for the quarter ending December 31, 2015 : Second week of February 2015
Financial Results for the year ending March 31, 2016 : End of May 2016
AGM for the year ending March 31, 2016 : End of September 2016
(iii) Date of Book closure :
The Company's Register of Members and Share Transfer Books will remain closed from Thursday, 17th September 2015 to Thursday, 24th September 2015 (both days inclusive).
(iv) Dividend Payment Date :
No dividend has been recommended by the Board for the year under review.
(v) Listing on Stock Exchanges :
Your Company's shares are listed on the following stock exchanges as on 31st March, 2015.
1. National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No.C/1,G Block, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051.
2. BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001.
3. The Calcutta Stock Exchange Limited
7, Lyons Range, Kolkata 700 001.
Listing fees for the financial year 2015-16 have been paid to Stock Exchanges.
(vi) Stock Code :
Name of the Exchange Code
BSE Limited : 511427
The Calcutta Stock Exchange Ltd. : 10011047
National Stock Exchange of India Ltd. : ATNINTER
International Securities Identification Number (ISIN) : INE803A01027
(ix) Registrar and Transfer Agents :
The Board has delegated the work of processing of share transfers to Maheshwari Datamatics Private Limited, Registrar and Share Transfer Agents. Their complete address is as follows :
Maheshwari Datamatics Private Limited 6, Mangoe Lane, 2nd Floor, Kolkata - 700 001.
Tel No: (033) 2243-5029 / 5809 Fax No: (033) 2248-4787 Email: email@example.com
(x) Share Transfer System :
The transfer of shares in physical form is processed and completed by Maheshwari Datamatics Private Limited within the statutory time period. In case where shares are held in electronic form, the transfers are processed by NSDL/CDSL through the Depository Participants and Registrars.
(xi) Distribution of Shareholding :
The distribution of shareholding as on 31st March, 2015, pursuant to Clause 35 of the Listing Agreement is as under :
(xii) Dematerialisation of shares and liquidity :
As on 31st March, 2015, 92.52 % of the total equity capital was held in dematerialized form with National Securities Depository Limited and Central Depository Services (India) Limited.
(xiii) Outstanding GDRs/ADRs/Warrants or any Convertible instruments :
As of 31st March, 2015, there are no outstanding GDRs/ADRs/Warrants or convertible instruments which are likely to have an impact on the Equity Shares.
(xiv) Plant Locations :
The Company does not have any plant.
(xv) Address for correspondence :
Investors' correspondence may be addressed to :-
1. The Compliance Officer ATN International Limited 10, Princep Street, 2nd Floor, Kolkata 700 072 Ph No. (033) 4002-2880 Fax No. (033) 2237-9053 CIN : L65993WB1983PLC080793
2. Maheshwari Datamatics Private Limited 6, Mangoe Lane, 2nd Floor, Kolkata - 700 001 Ph No. (033) 2243-5024/5809 Fax No. (033) 2248-4787 E-mail : firstname.lastname@example.org
(xv) E-mail ID of the grievance redressal division / compliance officer exclusively for the purpose of registering complaints by investors : email@example.com
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT :
The Management's Discussion and Analysis Report forms part of the Director's Report.
CODE OF CONDUCT :
The Company has adopted a Code of Conduct for its Directors and Senior Management Personnel .The Directors and Senior Management Personnel have affirmed the compliance with the same for the financial year 2014-15. A declaration to this effect is given elsewhere in this Annual Report.
RISK MANAGEMENT POLICY :
The Company has formulated a comprehensive Risk Management Policy to reduce the inherent risk associated with the business activities of the Company.