We have pleasure in presenting the 35th Annual Report with Audited
Statements of Accounts for the year ended 31st March 2014.
(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
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
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.
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.
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.
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
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.
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.
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.
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
Vishnukant Bhangadia D. Surender Reddy
DIN: 02405217 DIN: 06559077
Date : 28.08.2014