Directors Report of Amber Fabrics Ltd.

Mar 31, 2014

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

---

Mar 31, 2013

We have pleasure in presenting the 34th Annual Report with Audited Statements of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS :

(Rupees in Lakhs)

Particulars 2012-13 2011-12

Income 655.14 230.29

Expenditure 643.40 218.96

Profit after Tax 5.77 5.83

PERFORMANCE REVIEW:

The Company has recorded a turnover of Rs. 655.14 lakhs in the current year against the turnover of Rs 230.29 lakhs in the previous financial year ending 31.03.2012. The company had earned a profit of Rs. 5.77 lakhs after tax in the current financial year as compared to Rs. 5.83 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.

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 are listed on the Ahmedabad, Vadodara and Bangalore Stock Exchanges.

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.

CHANGE OF REGISTERED OFFICE:

During the year, the registered office of the Company has been shifted from Plot No. 303, Rukmini Enclave Dharam Karam Road, Ameerpet, Hyderabad – 500016 to Plot No. 16, 1st Floor, Srila Realty Layout, Madinaguda, Miyapur, Serilingampally Mandal, Hyderabad-500049.

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:

Your directors propose the appointment of M/s. Chanamolu & Co. Chartered Accountants as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company. 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.

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

The shareholders,

I, B.V.S.Prasad, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board Boston Teknowsys (India) Limited Sd/-

Place: Hyderabad B.V.S. Prasad

Date: 30.05.2013 Managing Director

---

Mar 31, 2012

We have pleasure in presenting the 33rd Annual Report with Audited Statements of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS :

(Rupees in Lakhs)

Particulars 2011-12 2010-11

Income 234.83 21.95

Expenditure 226.58 18.69

Profit after Tax 5.82 7.45

Profit / (Loss) carried to Balance Sheet (214.23) (220.06)

PERFORMANCE REVIEW:

The Ministry of Corporate Affairs (MCA) vide notification no. S.O. 447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The financial statements of your Company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year''s figures have been reclassified/ regrouped to conform to this year''s classification.

The Company has recorded a turnover of Rs.234.83 lakhs and the profit of Rs. 5.82 lakhs in the current year against the turnover of Rs. 21.95 lakhs and profit of Rs. 7.45 lakhs in the previous financial year ending 31.03.2011.

The Company has been continuously working on quality up gradation and austerity measures 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.

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 are listed on the Ahmedabad, Vadodara and Bangalore Stock Exchanges.

CAPITAL OF THE COMPANY:

Authorised Share capital of the company stands is Rs.57,500,000/-( Rupees Five Crores Seventy Five Lakhs Only) divided in to 57,50,000 equity shares of Rs.10/- each and Issued, Subscribed , Paid up capital of the company is Rs.52,405,000/- (Rupees Five Crores Twenty Four Lakhs Five Thousand only) divided in to 52,40,500 equity shares of Rs.10/- each.

SUBSIDIARY COMPANY:

Your Company does not have any subsidiary company.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely Mr. V.V.V. Satyanarayana Rao retires by rotation and is eligible for re-appointment. Your Board recommends the re appointment of the said Director.

Mr. U. Satish Kumar was appointed as additional director on the Board w.e.f. 17.03.2012.

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 OUT GO:

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 of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

Your directors propose the appointment of M/s. Chanamolu and Co., as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

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 practicing company secretary 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/-

Place: Hyderabad Mr. B.V.S. Prasad

Date: 30.08.2012 Managing Director

---

Mar 31, 2011

We have pleasure in presenting the 32nd Annual Report with Audited Statements of Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS :

(Rupees in Lakhs)

Particulars 2010-11 2009-10

Income 21.95 Nil

Expenditure 18.69 194.55

Profit after Tax 7.45 (194.46)

Profit / (Loss) carried to Balance Sheet (220.06) (227.50)

PERFORMANCE REVIEW:

The Company has recorded a turnover of Rs. 21.95 Lakhs and the profit of Rs. 7.45 Lakhs in the current year and net accumulated losses stand at Rs. 220.06 Lakhs.

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

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 are listed on the Ahmedabad Stock Exchange, Vadodara Stock Exchange and Bangalore Stock Exchange.

CAPITAL OF THE COMPANY:

Authorised Share capital of the company stands at Rs.57,500,000/-( Rupees Five Crores Seventy Five Lakhs Only) divided in to 57,50,000 equity shares of Rs.10/- each and Issued, Subscribed, Paid up capital of the company is Rs.52,390,000/- (Rupees Five Crores Twenty Three Lakhs Ninety Thousand only) divided in to 52,40,500 equity shares of Rs.10/- each.

SUBSIDIARY COMPANY:

Your Company does not have any subsidiary company.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely Mr. J. Appa Rao retires by rotation and is eligible for re-appointment. Your Board recommends the re appointment of the Director above in the best interests of the company. Mr. K. Keshava Reddy resigned from the Board on 28.05.2011. The Board places its sincere appreciation for the services rendered by him during his tenure as a director.

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 OUT GO:

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 of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

Your directors propose the appointment of M/s. Chanamolu and Co., as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

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 practicing company secretary 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/-

Place: Hyderabad Mr. B.V.S. Prasad

Date: 30.08.2011 Managing Director