| The Company has only one class of shares referred to as equity shares
having a par value of Rs.10/-. Each holder of equity shares is entitled
to one vote per share held. -
Paid-up capital includes 4,935,000 shares issued as consideration as
per the Scheme of amalgamation with erstwhile Megasonic Telecoms
Private Limtied in the year 2003-04. -
The Company declares and pays dividend in Indian rupees.. The Board of
Directors have not proposed any dividend during the year. Dividend
declared if any, if proposed by the share holders, is payable to the
share holders in proportion to their shareholding.
In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive any of the remaining assets of the
company. The distribution will be in proportion to the number of equity
shares held by the shareholders.
Stock Option Plan (2008)
In the'financial year 2008-09, the company instituted the 2008 Plan.
The shareholders and Board of Directors approved the plan in April 2008
which provides for the issue of 5,00,000 equity shares to the
employees. The compensation committee administers the 2008 Plan.
Options were issued to employees at an exercise price at par value of
the share, .
Vesting of employee stock options granted occurs in tranches as under;
a) Term Loan Account with State Bank of. India is secured by first
charge on the entire present and future fixed assets of the company and
equitable mortgage of the land and building at Suragajakkanahalli,
Anekal Taluk where the factory is located and further secured by the
securities offered in respect of Cash Credit facilities as referred to
in Column No. 2.6.
Terms of Repayment: Repayable in 38 monthly instalments from the date
of the Loan (February 2010) alongwith interest of 13.15% p.a.
b) Vehicle loan from the respective banks are secured by the respective
vehicles against which the loans are granted. '
(i) Vehicle Loan from Axis Bank is repayable in 36 monthly instalments
commencing from October 2011 with an interest rate of 10%
(ii) Vehicle Loan from Axis Bank is repayable in 60 monthly instalments
commencing.from April 2012 with an interest rate of 11.34%
(iii) Vehicle Loan from Axis Bank is repayable in 36 monthly
instalments commencing from August 2012 with an interest rate of 9.71%
(iv) Vehicle Loan from Axis Bank is repayable in 36 monthly instalments
commencing from July 2012 with an interest rate of 10.88% * .
(v) Vehicle Loan from Axis Bank is repayable in 36 monthly instalments
commencing from July 2012 with an interest rate of 10.89%
(vi) Vehicle Loan from Axis Bank is repayable in 36 monthly instalments
commencing from July 2012 with an interest rate of 10.89%
1. There are no amounts due for payment to the Investor Education and
Protection Fund under Section 205 C of the Companies Act, 1956 as at
the year end. .
2. The Group of share holders of the Company has accepted to forgive
the didived declared by the Company for the financial year 2011-2012
amounting to R: 1,02,70,603/-..The Company did not deposited the same
outstanding dividend into separate Bank account.
2.19 CONTINGENT LIABILITIES AND COMMITMENTS (to the extent
not provided for)
Particulars As at 31.3.2014 As at 31.3.2013
Claims against the Company not
acknowledged as debts ' - 8,080,428 8,080,428
Statutory claims under
appeals/disputes:
(a) Income tax matters 1,037,912,510 407,895,506
(b) Excise Matters (Refer Note
(v) below) - 547,167,022 542,426,022
(c) Sales Tax matter 55,512,266 - 4,437,266
Guarantees by Bank 7,991,851 7,991,851
Corporate Guarantee 614,087,997 734,100,865 .
(i) M/s. Mahanagar Telephone Nigam Ltd and M/s Bharat Sanchar Nigam
Ltd. had invoked bank guarantees totaling to Rs. 4,41,000 and
Rs.7,55,081 respectively against which the company has filed cases
against such invoking of bank guarantees and is advised that the matter
will be resolved in favour of the company in respect of the said amount
and hence no provision is made in the books of account.
(ii) In the Matter of dispute with M/s Bharat Sanchar Nigam Limited
(BSNL), the Honourable High Court of Karnataka at Bangalore have
referred the matter to the arbitrator to be appointed by M/s BSNL,
against invoking of Bank guarantee of a sum of Rs.22,70,000.
(iii) There are claims against one of the Company's properties located
at Bangalore, which is presently owned by the Company.
(iv) Margin Money deposits with the bank amounting to Rs. 61,30,562(Rs.
60,57,542) has been given as margin money for the guarantees issued i
by the bankers. '
(v) (A)Customs, Excise an Service Tax Appellate Tribunal, South Zone,
Bangalore, however had stayed the aforesaid demand subject to payment
of Rs.2 Crores (B) Deposit paid against Order in Original No, 94/2012
dt. 31.12.2012 under Protest.of Rs.26,77,854/- (C).Rs.127523/- deposit
against CESTAT Appeal No.E/2210/2012 Stay/Misc/ROM.E/MISC/26402/2013
dt.13.06.2013. (D) Rs.257088/- Cenvat deposit against O/O nO;42/2013
dt:21.02.2013 stay order no.119/2013 dt:25.06.2013. (E).Rs.500000/-
Cenvat deposit against OIO No.37/2011 dt:31.03.2011 passed by the
Additional Commissioner of Central Excise and CESTAT Miscellaneous
Order No.26586/2013 dt: 16.07.2013
(vi) There are claims against one of the Company's in sales tax (A) Ref
Assignment order no.14188330 dt: 12/8/2011 against order received from
assistant commissioner of commercial taxes (Audit)4.2,DVO-4 bangalore.
Dispute it is assessed under CST Act'56 by rejecting the concessional
rate of tax claimed in the return of turnovers and levied tax at the
rate of 12.5% in the absence of declarations such as Form C and also
levied the penalty and interest of Rs.4,97,46,550/-. (B) Ref Assignment
order no.13687538 dt: 08/12/2011 and case order
no.212049893 dt: 29/03/2014 against order received from Deputy
commissioner of commercial taxes (Audit)4.7,DVO-4 bangalore. It is
assessed by rejecting the concessional rate of tax claimed in the
return of turnovers and assessed to tax , the direct export not covered
by bill of lading, sales return not covered by the relevant documents
at the rate of 4% in the absence of declarations such as Form C and
along with-levied the penalty and interest of Rs.13,29,696/-.
2.30 AMALGAMATION
Amalgamation with Megasonic Telecoms Private Limited: - The Company got
amalgamated with erstwhile Megasonic Telecoms Private limited in the
year 2003-04 and as per the scheme of amalgamation 4,935,000 equity
shares were issued as consideration.
2.31 CAPITAL RESERVES
The Capital Reserve of Rs. 73,25,779/- represents the excess of net
fair value of assets over the purchase consideration in terms of scheme
of amalgamation taken place during the year 2003-04, which was duly
approved by the Hon'ble High Courts of Karnataka and Bombay.
2.32 INVESTMENTS
Pursuant to the Scheme of Amalgamation as referred to in Note-2.30
above, Eaicom India Private Limited (EIPL, erstwhile 100% subsidiary
company of Megasonic Telecoms Private Limited has become a wholly owned
subsidiary of the Company.
The Company incorporated a 100% subsidiary in the name of KAVVERI
TECHNOLOGIES INC at Canada during the financial year 2005-06 with an
initial investment of 292,000 CAD Dollars. Additional investment of CAD
2,015,000/-was made during the year 2007-08 in the aforesaid subsidiary
by partial conversion of the loan granted to the subsidiary.
The Company has-incorporated a 100% subsidiary in the name of Kaweri
Telecom Espana at Spain during the current financial year 2011-12 with
one million and three thousand Euros as cost of investment.
The present value of the obligation is determined based on actuarial
valuation using the-projected unit credit method, which recognises each
period of service as giving rise to additional unit of employees
benefit entitlement and measures each unit separately to build up the
final obligation.
The obligation for Compensated absence is recognised in the same manner
as gratuity. The Company has not funded the Gratuity and Compensated
absence liability.
LIST OF RELATED Direct Indirect Other Associates/
PARTIES Subsidiaries Subsidiaries
Key Management Other related
Personnel party
SMR Telecom
aicom India DCI Digital
Private Communications Holdings
Mr.C.Shivakumar Reddy Limited Inc Private Limited -
Kayveri Spotwave Wireless
Technologies
Inc. Ltd Ms.C.Uma Reddy
Kaweri Telecom Kavveri Realty S
Ms. R .H Kasturi Infrastructure Inc.
Ltd
Kavveri Telecom Trackcom Systems
Products UK Limited International Inc
Kaweri Telecom Til-Tek Antennae
Espana Inc.
Rymsa De Mexico
. Kavveri Technologies Quality Communications
Americas Inc Systems
New England
Communication Systems
As the future liability of Gratuity and leave encashment is provided on
an actuarial basis for the Company as a whole, the amount pertaining to
the Directors is not ascertainable and therefore not included in above.
2.43 SEGMENT RESULTS
The company's predominant risks and returns are from the segment of
"Wireless sub-systems Products" represented by Antenna, Duplexer, RF
Products and RF accessories, which constitute the major revenue of the
company for the reporting period. Since this being a single business
segment,the segment information as per Accounting Standard 17, "Segment
Reporting", is not disclosed.
The aforesaid expenses have been debited under various heads of
expenses account in the Statement of Profit and Loss.
(Auditors have relied on the certificate of the management regarding
the apportionment of the expenses incurred in connection with the
Company's Research and Development Activity)
(The management has ascertained the Warranty liability that will accrue
in the future periods as on 31st March 2014 and has reversed such
excess liability, if any, to the Profit and Loss Account as at the year
end. The auditors have relied on the certificate of the management in
this regard.)
2.46 OPERATING LEASE OBLIGATIONS ,
The company has taken office, other facilities under cancelable and
non-cancelable operating leases, which are renewable on a periodic
basis.
2.47 in the opinion of Board of Directors, all current assets, loans
and advances, investments have atleast the value as stated in the
Balance Sheet, if realized in the ordinary course of business.
2.48 IMPAIRMENT OF ASSETS
Pursuant to Accounting Standard AS-28- Impairment of assets issued by
the Companies Accounting Standards Rules, 2006, the Company assessed
its fixed assets for impairment as at 31st March 2014 and concluded
that there has been no significant impaired fixed asset that needs to
be recognized in the books of account.
2.49 DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE
a. Particulars of unhegded foreign currency exposure as at the
reporting date.
2.50 Confirmation of balances in respect of debtors and creditors has
not been obtained ih a few cases.
2.51 The Provision for income tax has been calculated taking into
consideration investments in Capital expenditure made under Research
and . -
development eligible for a weighted deduction of 200% under section
35(2AB) of the Income Tax Act 1961. .
2.52 The Company has defaulted in repayment of cash credit and term
loan which were availed from Bank. The Bank has issued notice U/s.
13(2) of Securitisation and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002 to recover an amount of Rs.
96.85 crores which includes outstanding interest towards cash credit
and term loan availed by the Company.
2.53 The Company has not appointed the Company secretary ( Compliance
Officer) in the financial year 2013-2014.
1. On June 03, 2011, Karnataka Industrial Areas Development Board
("KIADB") alloted land to the company on a lease cum sale basis until
June 2021, to be sold to the company at the end of lease period upon
fulfillment of certain conditions. The Lease has been registered in
favour of the Company. The Company is confident of fulfilling the
conditions.
Accordinglythe initial and subsequent lease payments in this regard
have been capitalised as Leasehold Land.
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