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Amber Fabrics Ltd.

BSE: 536820 Sector: IT
NSE: N.A. ISIN Code: INE777E01017
BSE LIVE 14:45 | 07 Nov 14.82 -0.77
(-4.94%)
OPEN

14.82

HIGH

14.82

LOW

14.82

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 14.82
PREVIOUS CLOSE 15.59
VOLUME 49500
52-Week high 15.64
52-Week low 5.80
P/E
Mkt Cap.(Rs cr) 7.77
Buy Price 0.00
Buy Qty 0.00
Sell Price 14.85
Sell Qty 500.00
OPEN 14.82
CLOSE 15.59
VOLUME 49500
52-Week high 15.64
52-Week low 5.80
P/E
Mkt Cap.(Rs cr) 7.77
Buy Price 0.00
Buy Qty 0.00
Sell Price 14.85
Sell Qty 500.00

Amber Fabrics Ltd. (AMBERFABRICS) - Director Report

Company director report

DIRECTORS

To

The Members

We have pleasure in presenting the 35th Annual Report with Audited Statements ofAccounts for the year ended 31st March 2014.

FINANCIAL RESULTS

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 theturnover of Rs 655.14 lakhs in the previous financial year ending 31.03.2013. The companyhad earned a profit of Rs. 6.68 lakhs after tax in the current financial year as comparedto Rs. 5.77 lakhs profit after tax in the previous financial year.

The Company has been continuously working on quality up gradation and cost reductionplans for achieving efficient running of the organization.

DIVIDEND:

Keeping the Company’s expansion and growth plans in mind your Directors havedecided not to recommend dividend for the year.

TRANSFER TO RESERVES:

An amount of Rs. 6.68 lakhs was transferred to Reserves & Surplus during thefinancial year 2013-2014.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of theCompanies Act 1956 read with the Companies (Acceptance of Deposits) Rules during thefinancial year under review.

LISTING:

The equity shares of your company got listed on BSE Limited w.e.f. 20.11.2013. Apartfrom BSE the equity shares are also listed on the Ahmedabad Vadodara and Bangalore StockExchanges.

DIRECTORS:

During the year Mr. G. Srinivasa Raju and Mr. Ajay Kumar Sinha were appointed asAdditional Directors w.e.f. 01.09.2013 and 28.08.2014 respectively. Mr. Ajay Kumar Sinhawas appointed Whole time director and Chief Financial Officer of the Company with effectfrom 28.08.2014.Now the Board proposes to appoint them as Directors subject to necessarycompliances.

Pursuant to the notification of Sec. 149 and other applicable provisions of CompaniesAct 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 ofthe 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 thevaluable services rendered by them during their tenure as directors on the Board of theCompany.

In accordance with the Companies Act 2013 Mr. Vishnu Kant Bhangadia retires byrotation and is eligible for reappointment and your Board recommends the re-appointment ofthe Director above.

Details of the Directors appointed/reappointed

Particulars Mr. G. Srinivasa Raju Mr. Vishnu Kant Bhangadia Mr. Ajay Kumar Sinha Mr. D. Surender Reddy
Date of Birth 04.05.1971 20.05.1983 26.01.1968 10.10.1975
Date of Appointment 01.09.2013 14.11.2012 28.08.2014 14.11.2012
Qualifications Graduate Graduate Graduate Post Graduate
No. of Shares held in the Company 30600 59100 - -
Directorships held in other companies (excluding private limited and foreign companies) Nil Nil Nil Nil
Positions held in mandatory committees of other companies Nil Nil Nil Nil

DIRECTORS’ RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act 2000 your directorsconfirm i) That the directors in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanations relating tomaterial departures.

ii) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year.

iii) That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and deleting fraud and otherirregularities.

iv) That the directors had prepared the annual accounts on the going concern basis.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is providedhereunder:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have beentaken to conserve energy wherever possible by using energy efficient computers andpurchase 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 disclosuresrequired to be made under section 217 (2A) of the Companies Act 1956 and the rules madethere under are not applicable.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management andthe compliance of the same has been affirmed by them. A declaration signed by the ManagingDirector is given in Annexure.

AUDITORS:

M/s. Chanamolu & Co. Chartered Accountants Statutory Auditors of the Companyretire at the conclusion of the ensuing Annual General Meeting and are eligible forreappointment. The said Auditors have furnished the Certificate of their eligibility forre-appointment. Pursuant to the provisions of Section 139 of the Companies Act 2013 andthe Rules framed there under it is proposed to appoint them as Statutory Auditors of theCompany from the conclusion of the forthcoming Annual General Meeting till the conclusionof the next Annual General Meeting.

CORPORATE GOVERNANCE:

As a listed company necessary measures have been taken to comply with the listingagreements of Stock Exchanges. A report on Corporate Governance along with a certificateof compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance andco-operation received from clients banks investors Government other statutoryauthorities and all others associated with the company. Your directors also wish to placeon record their deep sense of appreciation for the excellent contribution made by theemployees at all levels which enabled the company to achieve sustained growth in theoperational performance during the year under review.

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OFCOMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I D. Surender Reddy Director of the Company do hereby declare that the directors andsenior management of the Company have exercised their authority and powers and dischargedtheir duties and functions in accordance with the requirements of the code of conduct asprescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board
Boston Teknowsys (India) Limited
Sd/- Sd/-
Place: Hyderabad Vishnukant Bhangadia D. Surender Reddy
Date: 28.08.2014 Director Director
DIN: 02405217 DIN: 06559077

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