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Boston Teknowsys (India) Ltd.

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Boston Teknowsys (India) is not listed on NSE

Annual Report

For Year :
2014 2013

Director’s Report

The Members We have pleasure in presenting the 35th Annual Report with Audited Statements of Accounts for the year ended 31st March 2014. FINANCIAL RESULTS (Rs. in Lakhs) Particulars 2013-14 2012-13 Income 754.26 655.14 Expenditure 740.00 643.40 Profit after tax 6.68 5.77 PERFORMANCE REVIEW: The Company has recorded a turnover of Rs. 754.26 lakhs in the current year against the turnover of Rs 655.14 lakhs in the previous financial year ending 31.03.2013. The company had earned a profit of Rs. 6.68 lakhs after tax in the current financial year as compared to Rs. 5.77 lakhs profit after tax in the previous financial year. The Company has been continuously working on quality up gradation and cost reduction plans for achieving efficient running of the organization. DIVIDEND: Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year. TRANSFER TO RESERVES: An amount of Rs. 6.68 lakhs was transferred to Reserves & Surplus during the financial year 2013-2014. PUBLIC DEPOSITS: Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review. LISTING: The equity shares of your company got listed on BSE Limited w.e.f. 20.11.2013. Apart from BSE, the equity shares are also listed on the Ahmedabad, Vadodara and Bangalore Stock Exchanges. DIRECTORS: During the year, Mr. G. Srinivasa Raju, and Mr. Ajay Kumar Sinha were appointed as Additional Directors w.e.f. 01.09.2013 and 28.08.2014 respectively. Mr. Ajay Kumar Sinha was appointed Whole time director and Chief Financial Officer of the Company with effect from 28.08.2014.Now the Board proposes to appoint them as Directors subject to necessary compliances. Pursuant to the notification of Sec. 149 and other applicable provisions of Companies Act, 2013, your Directors are seeking appointment of Mr. G. Srinivasa Raju and Mr. D. Surender Reddy as Independent Directors and Mr. Ajay Kumar Sinha as whole time director of the Company. Details of the proposal for appointment of Mr. G. Srinivasa Raju, and Mr. Ajay Kumar Sinha, are mentioned elsewhere in the annual report. During the year, Mr. B.V.S. Prasad, Mr. J. Appa Rao, Directors resigned w.e.f. 30.05.2014 and Mr. U. Satish Kumar, Mr. K. Krishna Reddy, Mr. Ankur Bisht resigned w.e.f. 28.08.2014. The Board places on records its deep appreciation and gratitude for the valuable services rendered by them during their tenure as directors on the Board of the Company. In accordance with the Companies Act, 2013, Mr. Vishnu Kant Bhangadia retires by rotation and is eligible for reappointment and your Board recommends the re-appointment of the Director above. DIRECTORS'' RESPONSIBILITY STATEMENT: In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm i) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures. ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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. iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities. iv) That the directors had prepared the annual accounts on the going concern basis. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO: The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder: A. Conservation of Energy: Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment. B. Technology Absorption: 1. Research and Development (R&D) : NIL 2. Technology absorption, adoption and innovation : NIL C. Foreign Exchange Earnings and Out Go: Foreign Exchange Earnings : NIL Foreign Exchange Outgo : NIL PARTICULARS OF EMPLOYEES: There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable. CODE OF CONDUCT: The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure. AUDITORS: M/s. Chanamolu & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint them as Statutory Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting. CORPORATE GOVERNANCE: As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report as Annexure. ACKNOWLEDGEMENTS: Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review. For and on behalf of the Board Boston Teknowsys (India) Limited Sd/- Sd/- Vishnukant Bhangadia D. Surender Reddy Director Director DIN: 02405217 DIN: 06559077 Place: Hyderabad Date : 28.08.2014

Director’s Report