| The Members,
The Board of Directors take pleasure in presenting their Report along
with the Audited Accounts of the Company for the year ended 3 lslMarch,
2014.
FINANCIAL HIGHLIGHTS:
PARTICULARS FOR THE YEAR FOR THE YEAR
ENDED MARCH ENDED MARCH
2014 2013
Rs in Lakhs Rs in Lakhs
Net Sales & Other Incomes 10694.54 16213.41
Operating Profit 833.06 (262.88)
Interest 1397,57 1538.64
Profit before Depreciation (564.51) (181.52)
Depreciation 442.37 487.39
Exceptional Items 0 (73.19)
PBT & Exceptional items (1006.88) (2288.91)
Provision for Tax 0 0
Deferred Tax (88.50) 244.15
PAT ' (918.39) (2459.87)
RESULTS OF OPERATIONS:
The Year has been a challenging one for the company as the cellular
operators have drastically reduced their capex spends and this has
severely, affected your company's operations resulting in drastic
reduction of sales revenues compared to the previous year.
During the year the Company's sales were Rs.10694.54 Lacs as against
Rs.16213.41 lacs in the corresponding period of last year. The Company
made a loss of Rs. 918.39 Lacs as against a Loss of Rs 2459.87 lacs in
the corresponding period of last year
DIVIDEND:
To maintain liquidity, your Directors have not recommended any dividend
for the reporting period. SUBSIDIARIES:
The company has following subsidiaries:
Direct subsidiaries: .
M/s Kavveri Telecom Infrastructure Limited, India '
M/s Eaicom India Private Limited, India
M/s Kavveri Technologies Inc., Canada . _
M/s Kavveri Telecom Espana, Spain
Step down subsidiaries: (i.e., subsidiaries of M/s Kavveri Technologies
Inc.,)
M/s Til-Tek Antennae Inc,
M/s Spotwave Wireless Ltd,
M/s DCI Digital Communications Inc.,
M/s Kavveri Realty 5 Inc.,
M/s Trackcom Systems Inc.
Pursuant to Ministry of Corporate Affair's Circular No. 2/2011 dated
08.02.2011, since the company is presenting consolidated financial
statement of Holding and Subsidiary companies, the individual financial
statements of the subsidiaries are not presented separately.
The consolidated financial statement has been prepared in strict
compliance with applicable Accounting Standards and, where applicable,
Listing Agreement as prescribed by the Security and Exchange Board of
India. The company do undertake that annual report that annual accounts
of the subsidiary companies and the related detailed information shall
be made available to shareholders of the holding and subsidiary
companies seeking such information at any point of time. Annual
accounts of the subsidiary companies are also kept for inspection by
any shareholders in the head office (i.e., Registered Office) of the
company and of the subsidiary companies.
Fixed Deposits:
Your Company has not accepted any Fixed Deposits during the year within
the meaning of Section 58A of the Companies Act, 1956 and the Rules
made there under.
Directors Responsibility Statement:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the directors hereby confirm that: '
- In preparation of the annual accounts, the applicable Accounting
Standards had been followed along with proper explanation relating to
material departures.
- 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 and of the profit or loss
of the Company for that period.
- The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities.
- The Directors had prepared the annual accounts on a going concern
basis.
Corporate Governance:
Certificate of Compliance of Corporate Governance in terms of Clause 49
of the Listing Agreement is attached and forms part of this Report.
Particulars of Employees:
As required under the provisions of Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
2011, the names and other particulars of employees are set out as
Annexure to this report.
Human Resource Management:
At Kavveri, the most important asset is its employees. Your company has
created a favorable work culture that encourages ambition and
innovation. Your company has set up a scalable recruitment and human
resource management process to attract and retain talent.
Disclosures:
Disclosures in terms of Companies (Disclosure of Particulars in report
of the Board of Directors) Rules, 1988 in respect of Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are
attached and forms part of this Report.
M/s.P. Murali & Co., CharteredAccountants retires at the conclusion of
the Annual General Meeting and being eligible for re-appointment as
Statutory Auditors of the company. The Board recommends the appointment
of M/s. P. Murali & Co. CharteredAccountants, as Statutory Auditor for
the period from the Conclusion of this Annual General Meeting till the
Conclusion of the 22nd Annual General Meeting.
Sri. R. L R Venugopal and Sri B S Shankamarayan Independent Directors
were appointed / re- appointed by the Members of the Company. The
provisions of the Companies Act, 2013 with respect to appointment and
tenure of the Independent Directors have come into effect. As per the
said provisions, the Independent Directors shall be appointed f or not
more than two terms of five years each and shall not be liable to
retire by rotation at every AGM.
Corporate Social Responsibility;
Your Company believes in addressing the needs of the underprivileged
and is committed to serving them. Your Company aims to fulfill its
social responsibilities by being actively involved in a variety of
public service projects serving underprivileged groups. Your Company
has also made donations to religious institutions.
Separation of Ownership from Management:
The Chairman being executive, Two (2) out of Four(4) directors on the
Board of your company are non-executive and independent as per the
requirements of Listing Agreement.
Disqualification of Directors:
None of the Directors were disqualified in terms of Section 274(1) of
the Companies Act 1956, during the year under review.
Acknowledgements:
The Directors wish to place on record their appreciation and
acknowledge with gratitude the support and co-operation extended by the
customers, vendors, bankers, investors, shareholders and the media. We
look forward to your continued support. Your Directors also thank
employees at all levels for their contribution, and recognize and
deeply value the dedication, co-operation and support which paved the
way for our growth and success.
For and on behalf of the Board
Mr. C Shivakumar Reddy
Chairman and Managing Director
Bangalore
Date: 05.09.2014
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