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
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
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 ÂA''.
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 ÃGoing 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 ÃEmployees 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
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
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