Directors Report of Telogica Ltd.

Mar 31, 2015

Dear Members,

We have pleasure in presenting the 20th Annual report together with Audited accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY /HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2015 has been as under:

(Rs. In Lakhs)

Particular 2014-2015 2013-2014

Total Income 3198.56 2694.95

Total Expenditure 3395.94 2656.78

Profit Before Tax (197.38) 38.17

Provision for Tax (4.20) 63.15

Profit/(Loss) after Tax (201.58) (24.98)

Transfer to General (6.74) 0 Reserves

Profit available for 1175.81 1384.13 appropriation

Provision for Proposed 0 0 Dividend

Provision for Corporate 0 0 Tax

Balance Carried to Balance 1175.81 1384.13 Sheet

PERFORMANCE REVIEW:

The Company has recorded a turnover of Rs. 3173.91 Lakhs and a Loss of Rs. 201.58 Lakhs in the current year against the turnover of Rs. 2676.04 Lakhs and a Loss of Rs. 24.98 Lakhs in the previous financial year ending 31.03.2014.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report.

CHANGE IN THE NATURE OF BUSINESS:

During the year the Company has not changed its business activities.

DIVIDEND:

Your Directors have decided not to recommend any dividend for the year as the Company do not have profit.

BOARD MEETINGS:

The Board of Directors met 5 times during the year on 30.05.2014, 14.08.2014, 27.08.2014, 14.11.2014 and 11.02.2015 and the maximum gap between any two meetings was less than four months, as stipulated under Clause 49.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Harish Kumar Jain has resigned from the office of Directorship citing personal reasons during the year. The Board placed on record its sincere appreciation for the valuable services rendered by him during his tenure as director of the Company.

In accordance with the Companies Act, 2013 read with Articles of Association of the company the Director namely Mr. Rama Manohar Reddy retires by rotation and being eligible, offers himself for re-appointment at this ensuing Annual General Meeting. Your Directors recommend his re-appointment.

During the year, Ms. G. Amulya Reddy was appointed as CFO of the Company

POLICY FOR SELECTION OF DIRECTOR AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the Nomination and Remuneration Committee may take into account factors, such as:

* General understanding of the company's business dynamics, global business and social perspective;

* Educational and professional background

* Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

* shall possess a Director Identification Number;

* shall not be disqualified under the companies Act, 2013;

* shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

* shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

* shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

* Such other requirements as any be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company's business.

3.2 criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

3.2.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the companies Act, 2013.

3.3 other directorships/committee memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The Nomination and Remuneration Committee shall take into account the nature of, and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a director appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Officer or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The chief financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act, 2013 and clause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the Nomination and Remuneration committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders as per the provisions of Companies Act, 2013.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from Mr. D. Venkata Subbiah, Mr. K. Rajender Reddy and Mr. M. Kesavaiah Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that they as Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).(Annexure II)

VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec. 134(5) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgment 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 and of the profit and loss of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the Annual accounts on a going concern basis.

e. The Directors of the Company had laid down internal financial controls and such internal financial controls are adequate and were operating effectively.

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARY:

Your Company has one subsidiary Company M/s. Bhashwanth Power Projects Private Limited

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (FORMAT IN ANNEXURE I)

STATUTORY AUDITORS:

M/s. Ramana Reddy & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness for re-appointment. Your directors propose the appointment of M/s. Ramana Reddy & Associates, Chartered Accountants, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

INTERNAL AUDITORS:

M/s. CSVR & Associates Chartered Accountants, Hyderabad are the internal Auditors of the Company.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure.

AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.134 of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule.

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 : Rs. 87.40 Lakhs

Foreign Exchange Outgo : Rs. 4802.69 Lakhs

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE:

The company's properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery, stock and liabilities under legislative enactments are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company does not has the net worth of Rs. 500 crores or more, or turnover of Rs. 1000 crores or more, or a net profit of Rs. 5 crores or more during the financial year, so section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company and hence the Company need not adopt any Corporate Social Responsibility Policy

RELATED PARTY TRANSACTIONS:

During the year, the Company had entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.aishwaryatechtele.com.

Your Directors draw attention of the members to Note 30 to the financial statement which sets out related party disclosures.

FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 28.03.2015 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing 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.

The meeting also reviewed and evaluated the performance of non-independent directors. The company has 3 (three) non-independent directors namely:

i.) Mr. G. Rama Krishna Reddy

ii.) Mr. G. Rama Manohar Reddy

iii.) Ms. G. Amulya Reddy

The meeting recognized the significant contribution made by non-independent directors in the shaping up of the company and putting the company on accelerated growth path. They devoted more time and attention to bring up the company to the present level.

The meeting also reviewed and evaluated the performance of the Board as whole in terms of the following aspects:

* Preparedness for Board/Committee meetings

* Attendance at the Board/Committee meetings

* Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

* Monitoring the effectiveness of the company's governance practices

* Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

* Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

RATIO OF REMUNERATION TO EACH DIRECTOR:

S. No Name of the Director Designation Remuneration of /KMP Director

1. G. Rama Manohar Reddy Managing Director 30,00,000

2. Ms. G. Amulya Reddy Whole Time Director 21,00,000

ANNEXURE TO THE DIRECTOR REPORT FOR THE YEAR ENDED 31st MARCH 2015

Information to be disclosed under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999:

S. No PARTICULARS DESCRIPTION

1. Grant date 26.09.2009

2. No. of grants made, even if the grant is made on the same day but with a different price or vesting period, it would be counted as a different grant

One (1)

3. No. of options exercised 2,40,000

4. No. of options pending for exercise 3,60,000

5. No. of options lapsed NIL

6. Exercise price of each grant Rs.5/-

7. No. of options of converted NIL

8. The pricing formula

The Exercise price of the option shall be face value of equity share i.e Rs. 5 /- per share

9. Vesting schedule for each Grant

a) At the end of the first year from the grant date, 40% of the total options granted shall vest and become vested options

b) At the end of the second year from the grant date, 30% of the total options granted shall vest and become vested options

c) At the end of the third year from the grant date, 20% of the total options granted shall vest and become vested options

d) At the end of the fourth year from the grant date, 10% of the total options granted shall vest and become vested options

10. Vesting period for each grant

Maximum period within which the options shall be vested is 4 years

11. Exercise period of each grant

Period of 3 years commencing from the date of vesting.

12. Details of corporate actions like stock Split, Bonus Issue taken place during the grants and in the past years

The Company in the EGM held on 21.01.2010 passed special resolution for sub division of share capital from Rs 10/- to Rs. 5/- each

13. The Stock Exchange where the Stock is listed and the date of listing of the shares in that Stock Exchange. If the stock is listed in more than one stock exchange,

BSE Ltd

14. Dividend declared by the company in last 3 years

2013-2014:NIL

2012-2013: NIL

2011-2012: NIL

15. Face value per share Rs.5/- each

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Company etc., and hence Industry based disclosures is not required.

SECRETARIAL STANDARDS

EVENT BASED DISCLOSURES

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs 5,00,000/- and above per month or Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

* No. of complaints received: Nil

* No. of complaints disposed off: Nil

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 For Aishwarya Technologies and Telecom Limited

Sd/- Place: Hyderabad G. Rama Manohar Reddy Date: 14.08.2015 Managing Director DIN: 00135900

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Mar 31, 2014

The Members of Aishwarya Technologies and Telecom Limited

We have pleasure in presenting the 19th Annual Report with Audited Statements of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

On standalone Basis (Rupees in Lakhs)

Particulars 2013-14 2012-2013

Income 2676.04 2515.78

Expenditure 2520.56 2388.31

Profit for the year 38.17 13.81

Less: Tax 63.15 (108.63)

Profit / (Loss) carried to Balance Sheet (24.98) 122.44

On Consolidated Basis (Rupees in Lakhs)

Particulars 2013-14 2012-13

Income 2676.04 2515.78

Expenditure 2520.80 2388.51

Profit for the year 37.93 13.61

Less: Tax 63.15 (108.63)

Profit / (Loss) carried to Balance Sheet (25.22) 122.24

PERFORMANCE REVIEW:

A. ) STANDALONE BASIS:

The Company has recorded a turnover of Rs.2676.04 Lakhs and the loss of Rs. 24.98 Lakhs in the current year against the turnover of Rs. 2515.78 Lakhs and profit of Rs. 122.44 Lakhs in the previous financial year ending

31.03.2013.

B. ) CONSOLIDATED BASIS:

The Company has recorded a turnover of Rs. 2676.04 Lakhs and the loss of Rs. 25.22 Lakhs in the current year against the turnover of Rs. 2515.78 lakhs and profit of Rs. 122.24 Lakhs in the previous financial year ending 31.03.2013.

The Consolidated Financial Statements of your company for the financial year 2013-14 have been prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Board of India.

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:

During the year, there is no transfer to Reserves & Surplus.

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 BSE Limited.

CAPITAL OF THE COMPANY:

The authorized capital of the company stands at Rs. 12,00,00,000/- divided in to 2,40,00,000 equity shares of Rs. 5/ - each. Issued, Subscribed & Paid up capital of the company stands at Rs. 10,78,19,710/- divided in to 2,15,63,942 equity shares of Rs. 5/- each.

SUBSIDIARY COMPANY:

The Company has a subsidiary, Bhashwanth Power Projects Private Limited where no operations were carried out during the year.

MANAGEMENT DISCUSSION AND ANALYSIS:

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

INSURANCE:

The company''s properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery, stock and liabilities under legislative enactments are adequately insured.

DIRECTORS:

During the year, Mr. M. Madhusudhana Reddy, Mr. G. Venkatrami Reddy and Mr. Harish Kumar Jain, Directors of the company resigned from the Board with effect from 28.09.2013, 30.05.2014 and 14.08.2014 respectively. The Board placed on record its deep appreciation and gratitude for the valuable services rendered by him during his tenure.

During the year, Mr. K Rajender Reddy and Mr. Modipalli Kesavaiah were appointed as Additional Director w.e.f. 30.05.2014 and 14.08.2014 respectively. Now the Board proposes to appoint them as Independent Directors subject to necessary compliances.

In accordance with the Companies Act, 2013 Mrs. G. Amulya Reddy was appointed as Chief Financial Officer of the Company with effect from 14.08.2014.

Pursuant to the notification of Sec. 149 and other applicable provisions of Companies Act, 2013, your Directors are seeking appointment of Mr. D. Venkata Subbiah, Mr. K. Rajendra Reddy and Mr. Modipalli Kesavaiah as Independent Directors for five consecutive years for a term upto 31st March, 2019. Details of the proposal for appointment of Mr. D. Venkata Subbiah and Mr. Modipalli Kesavaiah are mentioned in the Explanatory Statement under Section 102 of Companies Act, 2013 of the Notice of 19th Annual General Meeting.

In accordance with the Companies Act, 2013, Mrs. G. Amulya Reddy retires by rotation and is eligible for reappointment and your Board recommends the re-appointment of the Director above.

Details of the Director appointed/reappointed

Name of the Director Mrs. G. Amulya Mr. D Venkata Mr. K. Rajender Reddy Subbiah Reddy

Date of Birth 13.04.1972 01.07.1942 07.05.1956

Date of Appointment 02.06.1995 15.09.2006 30.05.2014

Qualifications Graduate in B.Tech Graduate Commerce

No. of Shares held 75,608 -- -- in the Company

Directorships held in Nil 2 Nil other companies (excluding private limited and foreign companies)

Positions held in Nil Nil Nil mandatory committees of other companies

Name of the Director Mr. Modipalli Kesavaiah

Date of Birth 30.04.1952

Date of Appointment 14.08.2014

Qualifications Graduate

No. of Shares held in the NIL Company Directorships held in other companies (excluding private limited and foreign companies)

Positions held in mandatory NIL committees of other companies

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 have followed 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 defecting 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 : Rs.72.38 Lakhs

Foreign Exchange Outgo : Rs. 671.88 Lakhs

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. A declaration signed by the Managing Director is given in Annexure. EMPLOYEES STOCK OPTION SCHEME:

Pursuant to ESOP-2008, the Company has granted 6,00,000 options of Rs. 5/- each to the eligible employees of the company, out of which, 2,40,000 were exercised during the financial year 2010-11 at a price of Rs. 5/- per option. Relevant disclosures are made in Annexure ''A''.

AUDITORS:

M/s. Ramana Reddy & Associates , 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 AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of BSE Limited. 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, G. Rama Manohar Reddy, 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 of Aishwarya Technologies and Telecom Limited

Sd/- Sd/- Place: Hyderabad G.Rama Krishna Reddy G. Rama Manohar Reddy Date: 27.08.2014 Chairman Managing Director DIN:00136203 DIN:00135900

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Mar 31, 2013

To The Members of Aishwarya Telecom Limited

The have pleasure in presenting the 18th Annual Report with Audited Statements ofAccounts for the year ended 31st March 2013.

FINANCIAL RESULTS:

On standalone Basis

(Rupees in Lakhs) Particulars 2012-2013 2011-2012

Income 2529.32 3671.81

Expenditure 2515.51 3976.15

Profit for the year 13.81 (304.34)

Less: Tax 108.63 (17.82)

Add: Profit brought forward 1286.67 1608.83

Profit/(Loss) carriedtoBalance Sheet 1409.11 1286.67

On Consolidated Basis (Rupees in Lakhs)

Particulars 2012-13 2011-12

Income 2529.32 3671.81

Expenditure 2515.71 3976.59

Profit for the year 13.61 (304.78)

Less: Tax 108.63 (17.82)

Add: Profit brought forward 1287.72 1610.32

Profit/(Loss) carried to Balance Sheet 1409.96 1287.72

PERFORMANCE REVIEW :

A.) STANDALONE BASIS :

The Company has recorded a turnover of Rs.2529.32 Lakhs and the profit of Rs. 122.44 Lakhs in the current year against the turnover of Rs. 3671.81 Lakhs and loss of Rs. 322.16 Lakhs in the previous financial year ending 31.03.2012.

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

B.) CONSOLIDATED BASIS:

The Company has recorded a turnover of Rs. 2529.32 Lakhs and the profit of Rs. 122.24 Lakhs in the current year against the turnover of Rs. 3671.81 lakhs and loss of Rs. 322.60 Lakhs in the previous financial year ending 31.03.2012.

The Consolidated Financial Statements of your company for the financial year 2012-2013 have been prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Board of India.

DIVIDEND:

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 BSE Limited.

CAPITAL OF THE COMPANY:

The authorized capital of the company stands at Rs. 1,20,00,000/- divided in to 2,40,00,000 equity shares of Rs.5/- each. Issued, Subscribed & Paid up capital of the company stands at Rs. 10,78,19,710/- divided in to 2,15,63,942 equity shares of Rs.5/- each.

SUBSIDIARYCOMPANY:

The Company has a subsidiary, Bhashwanth Power Projects Private Limited where no operations are carried out.

CHANGE OF NAME & OBJECTS:

The Company in order to diversify its business into Software Solutions, Information technology and e-commerce amended its main objects. Similarly, it also changed the name from M/s. Aishwarya Telecom Limited to M/s. Aishwarya Technologies and Telecom Limited to reflect the new business activities. The same was approved by the members by way of Postal Ballot for which results were declared on 26.12.2012.

MANAGEMENT DISCUSSIONANDANALYSIS:

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.

INSURANCE:

The company''s properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery, stock and liabilities under legislative enactments are adequately insured.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Directors namely Mr. G. Rama Krishna Reddy, Mrs. G. Amulya Reddy and Mr. M. Madhusudhana Reddy retire by rotation and are eligible for re-appointment. However, the Board has received notice from Mr. M. Madhusudhana Reddy expressing his unwillingness to be re-appointed as Director on the Board of the Company. Hence, Your Board recommends the re-appointment of Mr. G. Rama Krishna Reddy and Mrs. G. Amulya Reddy in the best interests of the company.

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 have followed 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 defecting 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 : Rs. 1560.88 Lakhs

PARTICULARS OFEMPLOYEES:

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. A declaration signed by the Managing Director is given in Annexure.

EMPLOYEES STOCK OPTION SCHEME:

Pursuant to ESOP-2008, the Company has granted 6,00,000 options of Rs. 5/- each to the eligible employees of the company, out of which, 2,40,000 were exercised during the financial year 2010-11 at a price of Rs. 5/- per option. Relevant disclosures were made in Annexure ‘A''.

AUDITORS:

Your directors propose the appointment of M/s. Ramana Reddy & Associates, 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. Areport 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, G. Rama Manohar Reddy, 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 of Aishwarya

Technologies and Telecom Limited

Place: Hyderabad G.Rama Krishna Reddy G.Rama Manohar Reddy

Date: 14.08.2013 Chairman Managing Director

---

Mar 31, 2012

To The Members of Aishwarya Telecom Limited

The have pleasure in presenting the 17th Annual Report with Audited Statements of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS:

On standalone Basis;

(Rupees in Lakhs)

Particulars 2011-12 2010-11

Income 3671.81 3698.86

Expenditure 3976.15 3456.45

Profit/(Loss) for the year (304.34) 242.41

Less: Tax (17.82) (27.04)

Add: Profit brought forward 1608.83 1423.99

Profit / (Loss) carried to Balance Sheet 1286.67 1639.36

On Consolidated Basis:

(Rupees in Lakhs)

Particulars 2011-12 2010-11

Income 3671.81 3698.86

Expenditure 3976.59 3456.62

Profit for the year (304.78) 242.24

Less: Tax (17.82) (27.78)

Add: Loss brought forward 1610.32 1426.38

Profit / (Loss) carried to Balance Sheet 1287.72 1640.84 PERFORMANCE REVIEW: A.) STANDALONE:

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.3671.81 Lakhs and the loss of Rs. 322.16 Lakhs in the current year against the turnover of Rs. 3698.86 lakhs and profit of Rs. 215.37 Lakhs in the previous financial year ending 31.03.2011.

The Company has been continuously working on quality upgradation and austerity measures for achieving efficient running of the organization.

B.) CONSOLIDATION:

The Company has recorded a turnover of Rs.3671.81 Lakhs and the loss of Rs. 322.60 Lakhs in the current year against the turnover of Rs. 3698.86 Lakhs and profit of Rs. 214.46 Lakhs in the previous financial year ending 31.03.2011.

The Consolidated Financial Statements of your company for the financial year 2011-2012, have been prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Board of India.

DIVIDEND:

Your Directors have decided not to recommend dividend for the year keeping the poor business market conditions.

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 Bombay Stock Exchange.

CAPITAL OF THE COMPANY:

The authorized capital of the company stands at Rs. 12,00,00,000/-divided into 2,40,00,000 equity shares of Rs.5/- each, Issued, Subscribed & Paid up capital of the company stands at Rs. 10,78,19,710/- divided into 2,15,63,942 equity shares of Rs.5/- each.

SUBSIDIARY COMPANY:

The Company has a subsidiary company in the name of Bhashwanth Power Projects Private Limited. MANAGEMENT DISCUSSION AND ANALYSTS:

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.

INSURANCE:

The company's properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery, stock and liabilities under legislative enactments are adequately insured.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Directors namely Mr. Harish K Jain and Mr. M. Madhusudhana Reddy retires by rotation and are eligible for re-appointment. Your Board recommends the re appointment of the Directors above in the best interests of the company.

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 have followed the applicable accounting standards 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 detecting 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 : Rs. 1198.53 Lakhs

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. A declaration signed by the Managing Director is given in Annexure.

EMPLOYEES STOCK OPTION SCHEME:

Pursuant to ESOP-2008, the Company has granted 2,40,000 options on 26.09.2009 to the eligible employees of the company and the same were exercised during the financial year at a price of Rs. 5/- per option, relevant disclosures were made in Annexure 'A'.

AUDITORS:

Your directors propose the appointment of M/s. Ramana Reddy & Associates, 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

LG Rama Manohar Reddy, 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 of Aishwarya Telecom Limited

Sd/- Sd/-

G. Rama Krishna Reddy G. Rama Manohar Reddy

Date: 31.08.2012

Chairman Managing Director

---

Mar 31, 2011

The Members of AISHWARYA TELECOM LIMITED,

The Directors have pleasure in presenting their Sixteenth Annual Report together with the Audited Accounts for the year ended 31st March 2011.

REVIEW OF OPERATIONS:

During the year under review, your company has recorded a Profit after Tax (PAT) of Rs. 2.15 Crores (previous year Rs. 6.21 Crores).

During the year under review, your company has achieved an increased Turnover of Rs. 36.02 Crores inspite of economy slowdown when compared to the previous year turnover of Rs. 42.98 Crores.

FINANCIAL RESULTS :

(Rupees in Thousands)

Particulars Current Year Previous Year

Income from operations

Sales 360223 - 429775 -

Increase in stocks 8041 - 29755 -

Other Income 9663 377928 16599 476129

Expenditure

a) Trade Purchases 256904 - 274852 -

b) Manufacturing Expenses 30380 - 64829 -

c) Payment & Benefits to Employees 15606 - 14049 -

d) Administrative Expenses 32203 335093 37080 390810

Profit before Depreciation and Interest - 42835 - 85319

Financial Charges - 10411 - 8513

Depreciation - 8183 - 7852

Net profit for the year - 24241 - 68954

Add: prior period adjustment - 0 - 1308

Net Profit for the year before tax - 24241 - 70262

Provision for Taxation - 2704 - 8152

Profit After Tax - 21537 - 62110

Add: Balance brought from previous year - 142399 - 88058

Balance available for appropriation - 163936 - 150168

Appropriations:

Transfer to General Reserve - 538 - 1553

Proposed Dividend - 2156 - 5331

Income Tax on Dividend - 358 - 885

Balance Carried to Balance Sheet - 160883 - 142399

Earnings per share - 1.00 - 2.91

No.of Equity Shares (weighted Avg.) - 21563942 - 21323942

DIVIDEND :

Your directors recommend a dividend of Rs. 0.10 ps per equity share for your approval.

Information in respect of such unclaimed dividends due for transfer to the Investor Education and Protection Fund (IEPF) is as follows :

Financial Type of Dividend Date of Declaratin Due Date for Year Dividend rate % transfer to IEPF

2009-10 Final 5% 22nd Sept,2010 Nil

2008-09 Final 5% 29th Sept,2009 Nil

2007-08 Final 5% 29th Sept,2008 Nil

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.

TRANSFER TO RESERVES:

The company transfers Rs. 5,38,000/- to the general reserve.

DIRECTORS :

In accordance with the Companies Act, 1956 read with Articles of Association of the company

The director Mr. G. Rama Krishna Reddy retires by rotation and is eligible for re-appointment.

The director Mr. D. Venkata Subbiah retires by rotation and is eligible for re-appointment.

Brief Profile:

Mr. G. Rama Krishna Reddy, Chairman :

Mr. G. Rama Krishna Reddy, aged 70 years is a graduate and a retired Deputy Zonal Manager of LIC Mutual Fund. After his graduation in economics and politics from Sri Venkateswara University, he joined as a Development Officer in the Life Insurance Corporation of India ("LIC). After completion of five years of his service, he was promoted to the post of Assistant Branch Manager. In 1993, he was promoted to the cadre of Deputy Zonal Manager and posted at Zonal Office at Hyderabad and was in-charge of Mutual Funds. He retired as a Deputy Zonal Manager in the year 1995. Later, he rendered his services as Marketing Consultant for AMP SANMAR Life Insurance Company; an Australia based insurance company and was In-Charge for its South India Marketing Division. Sri G. Rama Krishna Reddy was appointed as a Whole-Time Director with effect from June 1, 2005. He resigned from the post of Whole-Time Director w.e.f August 31, 2006 and became a Non-Executive Director & Chairman. He is a member of the Audit Committee, Remuneration Committee, Share Transfer Committee, Management Committee and Chairman of the Shareholders' Grievance Committee of the Company.

Mr. D. Venkata Subbaiah, Non-Executive Director :

Sri D. Venkata Subbaiah aged 65; graduated in 1966 in Electronics and Communications and is a gold medalist from Andhra University. He started his career in Radar Division of Bharat Electronics at Bangalore for about a year before joining the Telecom Research Centre (TRC), which is the sole and prime R&D organization of Department of Telecommunications (DoT). He has wide experience in R&D work and engineering of Radio Relay Systems covering VHF, UHF and Microwave Bands. His design ideas have been published in several foreign technical journals. He has won design award from EDN Magazine, USA. He is a Fellow of Institution of Electronics and Telecommunications Engineers (IETE). After formation of Telecom Engineering Centre (TEC) in 1991, he was appointed the founder Director of TEC Central Region, which looks after standardization and type approval of telecom prodticts and telecom services for manufacturers, traders and service providers, both national and international. In 1993, he was elevated to the post of Deputy Director General of TEC. After serving for 35 years in the Government at various positions, he retired in July 2002. At present, he is also a Director of Bhagyanagar India Limited, Hyderabad and is also in the panel of telecom experts to advise the Department of Science & Technology. He has been appointed as an additional Director of the Company, w.e.f 15.09.2006. He is a member of the Audit Committee, Remuneration Committee, Shareholders' Grievance Committee of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 and of the profit and loss of the company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31ht March 2011 on a 'Going Concern' basis.

SUBSIDIARY :

M/s. Bhashwanth Power Projects Private Limited is the subsidiary of our Company.

PAID UP CAPITAL OF THE COMPANY :

During the period, the Company has allotted 2,40,000 equity shares of Rs. 5/- each upon exercise of stock options under ESOP scheme 2008 .As a result the paid up capital of the Company stands at 2,15,63,942 equity shares at Rs.5/- each.

AUDITORS :

M/s. Ramana Reddy & Associates, Chartered Accountants, Hyderabad, will hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under l Section 224 (IB) of the Companies Act, 1956.

AUDIT REPORT:

Audit Report for the year 2010-11 is annexed along with the Balance Sheet is self explanatory and has no adverse comments or reservations in the financial statements presented to the Shareholders.

PARTICULARS OF EMPLOYEES :

There are no employees who come under the purview of the particulars required to be furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Amendment) Act, 1988 and their salary does not exceed the prescribed limits.

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 attached.

MANAGERIAL REMUNERATION:

2010-11 2009-10 Rs. Rs.

Mr. G. Rama Manohar Reddy, Managing 22,00,000 18,00,000 Director

Mrs. G Amulya Reddy, Whole time 15,00,000 12,00,000 Director

Total 37,00,000 30,00,000

EMPLOYEES STOCK OPTION SCHEME :

Pursuant to ESOP-2008, the Company has granted 2,40,000 options on 26.09.2009 to the eligible employees of the Company and the same were exercised during the financial year at a price of Rs.5/- per option. Relevant disclosures were made in Annexure 'A'. A certificate has been obtained from statutory auditors regarding compliance with the ESOP guidelines.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS :

Your company continued its commitment to develop and enhance its human resource potential. Your company's constant endeavour to implement best HR practices has resulted in uninterrupted harmonious industrial relations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Additional information on Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo as required to be disclosed under Section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished below:

(a) Conservation of Energy

Conservation of energy is a continual process for the Company and all efforts are made to identify the areas where improvements can be effected.

(b) Technology Absorption Research & Development (R&D)

1. Specific Areas in which R&D carried out by the company :

During the year under review, Research and Development efforts in the following areas strengthened by the company's operations through technology absorption, adaptation and innovation.

(i) Mobile Testers

(ii) Data Testers

(iii) Fibre Optic Testers

(iv) Copper Telephone Cable Testers

2. Benefits derived as a result of the above R&D efforts :

(i) Improved Technology

(ii) Hand held products for Private telephone service providers

(iii) Low priced products & Less raw material

3. Future Plan of Action :

(i) High end Network testers for Mobile operators

(ii) Turnkey solutions for Defence & Telecom areas

(iii) Defence related testers

(iv) Bridge Monitoring Systems for Infrastructure sectors like Railway bridges & Road bridges

(v) Exports and education segment

(c) Foreign Exchange Earnings and Outgo

(Rupees in lakhs)

Particulars Current Year Previous Year 2010-11 2009-10

Total Foreign Exchange Outgo 699.73 2225.50

Total Foreign Exchange earned NIL 47.57

ACKNOWLEDGEMENTS :

Your Directors wish to express their gratitude and sincere thanks for the continuous support and encouragement extended to your Company by the Ministry of Telecom, State Bank of Hyderabad, State Bank of India and other Banks and various States and Central Governments Agencies, other statutory authorities like SEBI/ Stock Exchanges / NSDL and CDSL and all other Clients of the terminal.

Your Directors wish to express their sincere thanks to the shareholders for having reposed confidence in the company and its management.

Your Directors place on record their appreciation of the contribution made by the employees at all levels, who through their competence, hard work, solidarity, co-operation and support, have enabled the company to continue its operation to the best satisfaction of all our customers.

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

The Shareholders,

I, G, Rama Manohar Reddy, Managing Director of the company do hereby declare that the directors and the senior management of the company have exercised their authority and powers and have 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 of M/s. Aishwarya Telecom Limited

(G.Rama Krishna Reddy) (G.Rama Manohar Reddy) Chairman Managing Director

Place: Hyderabad Date: 22.08.2011

---

Mar 31, 2010

The Directors have pleasure in presenting their Fifteenth Annual Report together with the Audited Accounts for the year ended 31st March 2010

REVIEW OF OPERATIONS

During the year under review, your company has recorded a Profit after Tax (PAT) of Rs.6.21Crores

(previous year Rs. 1.65 Crores).

During the year under review, your company has achieved an increased Turnover of Rs. 42.98 Crores inspite of global economic slowdown when compared to the previous year turnover of Rs. 42.01Crores.

FINANCIAL RESULTS

(Rupees in Thousands)

Particulars 2010 2010 2009 2009

Income from operations

Sales 429775 420097

Increase in stocks 29755 21414

Other Income 16599 476129 6845 448356

Expenditure

a) Trade Purchases 274852 289784

b) Manufacturing Expenses 64829 34295

c) Payment & Benefits to Employees 14049 15563

d) Administrative Expenses 37080 390810 74691 414333

Profit before Depreciation and Interest 85319 34023

Financial Charges 8513 10396

Depreciation 7852 6685

Net Profit for the year 68954 16942

Add: Prior Period Adjustment 1308 0

Net Profit for the year before tax 70262 16942

Provision for Taxation 8152 419

Profit After Tax 62110 16523

Add: Balance brought from previous year 88058 78186

Balance available for appropriation 150168 94709

Appropriations:

Transfer to General Reserve 1553 413

Proposed Dividend 5331 5331

Income Tax on Dividend 885 906

Balance Carried to Balance Sheet 142399 88059

Earnings per share 2.91 1.61

No. of Equity Shares (weighted Avg.) 21323942 10661971

DIVIDEND

Your directors recommend a final dividend of Rs. 0.25 ps per equity share for your approval. Information in respect of such unclaimed dividends due for transfer to the Investor Education and Protection Fund (IEPF) is as follows:

Financial year ended Date of dec laration of Due for transfer to

Unclaimed Dividend dividend IEPF on

2008-09 19-09-2009 Rs.2,18,890.50 19-09-2016

2007-08 22-09-2008 Rs.1,34,498.00 22-09-2015

2006-07 25-06-2007 Rs. 12,320.00 25-06-2014

2005-06 25-08-2006 Rs. 1,472.00 25-08-2013

TRANSFER TO RESERVES:

The company transfers Rs.15,53,000/- to the general reserve.

PAID UP CAPITAL OF THE COMPANY:

The paid up capital of the Company stands at Rs.10,66,19,710, consisted of 2,13,23,942 fully paid up Equity shares of Rs.5/- each

SUBSIDIARY

During the year 2009-10 M/s. Bhashwanth Power Projects Private Limited was acquired by the company. The company holds 75% of shares in the subsidiary company.

DIRECTORS

In accordance with the Companies Act, 1956 read with Articles of Association of the company the directors namely Mr. Harish K Jain retires by rotation and Mr. K. Hari Krishna Reddy and Mr. Srinivas Rao Pabbati have submitted their resignations due to their pre-occupation and the same were accepted by the Board and relieved them from the office of directorship.

The Board placed on records its sincere appreciation for the valuable services rendered by Mr. K. Hari Krishna Reddy and Mr. Srinivas Rao Pabbati during their tenure as directors of the company.

Mr. M. Madhusudhana Reddy was appointed as Independent & Non-Executive Director of the Company w.e.f. 12.01.2010.

Mr. M. Madhusudhana Reddy aged 35 years, is a Fellow Member of The Institute of Chartered Accountants of India (F.C.A) and a practicing Chartered Accountant having over 12 years experience in the areas of audit of Corporate Organizations and Non-corporate Organizations, Tax Planning for Corporate and non-corporate clients, Project Financing and Analysis of Financial Statements

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 and of the profit and loss of the company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31st March 2010 on a ‘Going Concern basis.

AUDITORS:

M/s. Ramana Reddy & Associates, Chartered Accountants, Hyderabad, formerly known as M/s. A.M. Reddy & Co., will hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

AUDIT REPORT:

Audit Report for the year 2009-10 is annexed to the Balance Sheet, is self explanatory and has no adverse comments or reservations in the financial statements presented to the Shareholders.

PARTICULARS OF EMPLOYEES:

There are no employees who come under the purview of the particulars required to be furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Amendment) Act, 1988 and their salary does not exceed the prescribed limits.

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 attached.

MANAGERIAL REMUNERATION

2009-10 2008-09 Rs. Rs.

Mr. G. Rama Manohar Reddy, Managing Director 18,00,000 16,00,000

Ms. G. Amulya Reddy, Whole time Director 12,00,000 10,80,000

Total 30,00,000 20,40,000



EMPLOYEE STOCK OPTION SCHEME:

The Members of the company in the AGM held on 22.09.2008 approved formulation of “Employees Stock Option Plan for all eligible employees.

Pursuant to the above said Scheme, the company has granted 3,00,000 options during the financial year to the eligible employees of the company, at a price of Rs.10/- per option.

Each option entitles the holder thereof to apply for and be allotted an ordinary share of the company of the nominal value of Rs.10/- each, upon payment of the exercise price of Rs.10/- per share during the exercise period. Relevant disclosures were made in Annexure-A. A certificate has been obtained from the statutory auditors regarding compliance with the ESOP Guidelines. However the number of shares in the scheme will increase as the face value of each share is subdivided into Rs. 5/- each from Rs.10/- per share w.e.f 25th Feb., 2010 .

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your company continued its commitment to develop and enhance its human resource potential. Your companys constant endeavour to implement best HR practices has resulted in uninterrupted harmonious industrial relations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information on Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo as required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished below:

(a) Conservation of Energy

Conservation of energy is a continual process for the Company and all efforts are made to identify the areas where improvements can be effected.

(b) Technology Absorption Research & Development (R&D)

1. Specific Areas in which R&D carried out by the company:

During theYear under review, Research and Development efforts in the following areas strengthened by the companys operations through technology absorption, adaptation and innovation.

(i) Mobile Testers

(ii) Data Testers

(iii) Fibre optic Testers

(iv) Copper Telephone cable Testers

2. Benefits derived as a result of the above R&D efforts:

(i) Improved Technology

(ii) Hand held products for Private telephone service providers

(iii) Low priced products & Less raw material

3. Future Plan of Action

(i) High end Network testers for Mobile operators

(ii) Turnkey solutions for Defence & Telecom areas

(iii) Defence related testers

(iv) Bridge Monitoring Systems for Infrastructure sectors like Railway bridges & Road bridges

(v) Exports and education segment

Foreign Exchange Earnings and Outgo

(Rupees in lakhs)

Particulars Current Year Previous Year

2009-10 2008-09

Total Foreign Exchange Outgo 2225.50 2395.61

Total Foreign Exchange earned 47.57 98.87

ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude and sincere thanks for the continuous support and encouragement extended to your Company by the Ministry of Telecom, State Bank of Hyderabad, State Bank of India and other Banks and various States and Central Government Agencies, other statutory authorities like SEBI/ Stock Exchanges / NSDL and CDSL and all other Clients of the terminal.

Your Directors wish to express their sincere thanks to the shareholders for having reposed confidence in the company and its management.

Your Directors place on record their appreciation of the contribution made by the employees at all levels, who through their competence, hard work, solidarity, co-operation and support, have enabled the company to continue its operation to the best satisfaction of all our customers.

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

The shareholders,

I, G, Rama Manohar Reddy, Managing Director of the company do hereby declare that the directors and the senior management of the company have exercised their authority and powers and have 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 of Directors

Place: Hyderabad (G. Rama Krishna Reddy)

(G. Rama Manohar Reddy)

Date: 18th August, 2010 Chairman Managing Director

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Mar 31, 2003

The Directors have pleasure in presenting the Eighth Annual Report along with the audited statement of accounts for the year ended 31st March1 2003

FINANCIAL RESULTS:

During the year under review your company achieved a turnover of Rs. 412.98 lakhs against, Rs. 250.49 lakhs in the previous year and earned a net profit of Rs. 30.02 lakhs against Rs. 4.52 lakhs in the previous year. Your Directors are taking active steps to project better financial results in the coming year.

DEPOSITS

The Company has not accepted any deposits from the public.

DIVIDEND

Your directors recommend a dividend of 10% on Equity Shares of the company for the year ended 31st March, 2003. The dividend, if approved at the forthcomming annual general meeting, will be paid to those members whose names appear on the register of members.

PARTICULARS REGARDING ENERGY CONSERVATION ETC.,

The information regarding energy conservation and technology absorption required to be disclosed under section 217 (1) (e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of the Director(s) rules 1988 are as under.

A. Conservation of Energy

The company is taking all measures to reduce the energy consumption by adopting energy conservation measures.

B. Particulars with respect to Technology Absorption

Technology Absorption - Nil

Research & Development

The company was given status of R&D Unit by the Department of Scientific and Industrial Research Government of India, New Delhi for the R & D work done for producing of test and measuring equipment for optical fiber and copper cable for telecom industry such as Optical Power Meter, Optical light source 1310nm and 1550 nm. Fiber identifier etc..

C Foreign Exchange Earnings & Out go :

Foreign Exchange Earnings - Rs. Nil Foreign Exchange Outgo - Rs. 139.24 lakhs (Previous year - Rs.92.19 lakhs)

PARTICULARS OF EMPLOYEES

Particulars of employees required in pursuant of Sec 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of employees) Rules, 1975 - Nil

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed.

(I) That in the preparation of the accounts for the financial year ended 31st March 2003, the applicable accounting standards have been followed along with proper explanation relating to material departures..

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 and of the profit or loss of the company for the year under review.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregulations;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2003 on a going concern basis.

AUDITORS

M/s. A.M. Reddy & Co., Chartered Accountants retire at the conclusion of this annual General Meeting and they are eligible for re-appointment.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their grateful thanks to the concerned banks for their valuable assistance. We would also like to record our appreciation to the sincere and dedicated services rendered by the employees of the company.

FOR AND BEHALF OF THE BOARD

Sd/-

(GAMULYA REDDY) DIRECTOR

Place : Hyderabad Date : 01-09-2003