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Astra Microwave Products Ltd.

BSE: 532493 Sector: Telecom
NSE: ASTRAMICRO ISIN Code: INE386C01029
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OPEN 109.75
PREVIOUS CLOSE 109.50
VOLUME 85263
52-Week high 149.40
52-Week low 101.05
P/E 16.38
Mkt Cap.(Rs cr) 940
Buy Price 108.80
Buy Qty 97.00
Sell Price 0.00
Sell Qty 0.00
OPEN 109.75
CLOSE 109.50
VOLUME 85263
52-Week high 149.40
52-Week low 101.05
P/E 16.38
Mkt Cap.(Rs cr) 940
Buy Price 108.80
Buy Qty 97.00
Sell Price 0.00
Sell Qty 0.00

Astra Microwave Products Ltd. (ASTRAMICRO) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 26th Annual Report and the AuditedFinancial Statements for the financial year ended March 31 2017.

FINANCIAL RESULTS

A) STANDALONE:

The Standalone performance for the Financial Year ended March 31 2017 is as under:

The Financial Summary

As of March 31 (Amount Rs)
Particulars 2017 2016
Total Revenue 4521315484 4374509469
Profit before finance cost depreciation and tax expense 1031492546 1037248453
Finance cost 105016105 87883632
Profit before depreciation and tax expense 926476441 949364821
Depreciation 240742683 235844594
Profit before tax expense 685733758 713520227
Tax expense 120115708 149929294
Net Profit for the year 565618050 563590933
Profit brought forward from earlier year 2579610208 2242811807
Profit available for appropriation 3145228258 2806402740
Appropriations:
Dividend (Including Tax on Dividend) 0 125092532
Transfer to general reserve 60000000 60000000
Transfer to capital redemption reserve 41700000 41700000
Surplus in Statement of Profit and Loss 3043528258 2579610208

B) CONSOLIDATED:

The Consolidated performance for the Financial Year ended March 31 2017 is as under:

The Financial Summary

As of March 31 (Amount Rs)
Particulars 2017 2016
Total Revenue 4520775139 4366969605
Profit before finance cost depreciation and amortization
impairment loss exceptional items and tax expense 1010867057 1043375577
Finance cost 109270933 91286857
Profit before depreciation and amortization
impairment loss exceptional items and tax expense 901596125 952088720
Depreciation and amortisation 244936891 240420430
Profit before impairment loss exceptional items and
tax expense 656659234 711668290
Impairment loss - 0
Profit before exceptional items tax expense
share of loss of Associates and Minority Interest 656659234 711668290
Exceptional items (417241) 250957
Profit before tax expense share of loss of
Associates and Minority interest 656241993 711919247
Tax expense 116830676 148215926
Profit after tax expense share of loss of
Associates and Minority interest 539411317 563703321
Share of Loss of Associates - (1084466)
Minority Interest(profit/loss) 145 28
Net Profit for the year 539411462 562618883
Profit brought forward from earlier year 2596670844 2260844493
Profit available for appropriation 3136082306 2823463376
Appropriations:
Dividend (Including Tax on Dividend) - 125092532
Transfer to general reserve 60000000 60000000
Transfer to Debenture redemption reserve 41700000 41700000
Surplus in Statement of Consolidated Profit and Loss 3034382306 2596670844

For detailed analysis of the performance please refer to management's discussion andanalysis section of the annual report.

State of the Company's Affairs:

During the period under review the Company has achieved revenue of Rs.4521315484/-and net profit of Rs.565618050/- on a standalone basis. During the same period theCompany has achieved revenue of Rs. 4520775139/- and net profit of Rs. 539411462/-on a consolidated basis.

Listing of Equity Shares:

The Company's Equity shares are listed at the following Stock Exchanges:

(i) BSE Limited Phiroze JeeJeebhoy Towers Dalal Street Mumbai-400 001; and

(ii) National Stock Exchange of India Limited Exchange Plaza Floor 5 Plot No. C/1 GBlock Bandra- Kurla Complex Bandra (East) Mumbai - 400051.

The Company has paid the Annual Listing Fees to the said Stock Exchanges for thefinancial year 2016-17.

Subsidiary Companies

As per the provisions of Section 129 of the Companies Act 2013 read with Rule 5 ofCompanies (Accounts) Rules 2014 a separate statement containing the salient features ofthe financial statements of the subsidiary Companies/ Associate Company in Form AOC-1 isenclosed as Annexure-1 to this Report.

Performance and financial position of the Subsidiaries Associate and Joint VentureCompanies:

Report on the performance and financial position of the subsidiary and associatecompany of the Company is prepared and same is enclosed as Annexure -1 to thisReport.

Consolidated Financial Statements

Consolidated financial statements have been prepared by the Company's Management inaccordance with the requirements of Accounting Standards 21 issued by Institute ofChartered Accountants of India (ICAI) and as per the provisions of Companies Act 2013.The audited consolidated financial statement is provided in the Annual Report.

As per the provisions of Section 136 of the Companies Act 2013 the Company has placedseparate audited accounts of its subsidiaries on its website www.astramwp.com and copy ofseparate audited financial statements of its subsidiaries will be provided to theshareholders upon their request.

Number of Meetings of the Board of Directors

During the year ended March 31 2017 Five Board Meetings were held.

The dates on which the Board meetings were held are April 29 2016 May 28 2016 July292016 October 31 2016 and January 30 2017.

The details of the attendance of the Directors at the Board meetings held during theyear ended March 31 2017 are as follows:

Number of Board Meetings
Name of the Director Held Attended
Dr. Shiban K Koul 5 4
Mr. B.Malla Reddy 5 4
Mr. P.A.Chitrakar 5 4
Mrs. C.Prameelamma 5 5
Mr. S.Gurunatha Reddy 5 5
Mr. M.Venkateshwar Reddy 5 5
Mr. T.Ramachandru IAS 5 5
Dr. G. Sabarinathan @ 3 3
Prof. Arun Kumar Tiwari 5 5
Mr. V. Venkata Rama Sastry 5 4
Mr. B. Lakshmi Narayana Raju 5 5

@ w.e.f. July 29 2016 Dr. G.Sabarinathan ceased to be Director of the Company.

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report and givesdetails of the overall industry structure developments performance and state of affairsof the Company and other material developments during the financial year.

Directors Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Directors' Responsibility Statement the Board of Directors of the Company herebyconfirms:

i) that in the preparation of the Annual Accounts the applicable accounting standardshave been followed;

ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2017 andof Profit and Loss Account of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the Financial Year endedMarch 31 2017 on a going concern basis;

v) that the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

vi) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Statement on Declaration given by Independent Directors under Sub-Section (6) ofSection 149

The independent directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section(6).

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Directors namelyProf. Arun Kumar Tiwari Chairman Dr.Shiban K Koul and Mr.B.Lakshmi Narayana Raju asMembers.

Brief description of terms of reference:

a. Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;

b. Formulation of criteria for evaluation of Independent Directors and the Board.

c. Devising a policy on Board diversity.

d. Identifying persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.

Nomination and Remuneration policy

The objectives of the Policy

1. To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.

2. To determine remuneration based on the Company's size and financial position andtrends and practices on remuneration prevailing in peer companies.

3. To carry out evaluation of the performance of Directors.

4. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

During the Financial Year Nomination and Remuneration Committee meeting was held onApril 29 2016.

Attendance at the Nomination and Remuneration Committee Meeting:

Number Meetings
Name of the Director Position held Held Attended
Dr. G. Sabarinathan @ Chairman 1 1
Prof. Arun Kumar Tiwari $ Chairman 0 0
Mr. T.Ramachandru IAS % Member 1 1
Dr. Shiban K Koul Member 1 1
Mr. B. Lakshmi Narayana Raju & Member 0 0

@ w.e.f. July 29 2016 Dr. G. Sabarinathan ceased to be Chairman of Nomination andRemuneration Committee.

$ w.e.f July 29 2016 Prof. Arun Kumar Tiwari was elected as Chairman of Nominationand Remuneration Committee.

% w.e.f. July 29 2016 Mr. T. Ramachandru IAS ceased to be Member of Nomination andRemuneration Committee.

& w.e.f. July 29 2016 Mr. B. Lakshmi Narayana Raju was appointed as a Member ofNomination and Remuneration Committee.

Particulars of Loans Guarantees or Securities or Investments under Section 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in Note 2.11 2.13 and 2.34 of the Notes to thefinancial statements.

Particulars of Contracts or Arrangements with Related Parties

All transactions entered by the Company with Related Parties were in the ordinarycourse of business and at Arm's Length pricing basis. The audit committee granted omnibusapproval for the transactions (which are repetitive in nature) and the same was reviewedby the audit committee and the Board of Directors.

Your Directors draw attention of the members to Note 2.36 to the financial statementwhich sets out related party disclosures.

Transfer of Amount to Reserves

Your Directors have proposed to transfer Rs.600 lacs to the General Reserve for theFinancial Year ended 31st March 2017.

Dividend

The Board of Directors of the Company at its meeting held on April 29 2017 havedeclared Final Dividend @ 50% on the paid up Equity share capital of the Company i.e.Rs.1/- per Equity share on face value of Rs.2 each.

Extracts of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure - 2 tothis Report.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure - 3 to this Report.

Corporate Social Responsibility (CSR) initiatives

Pursuant to Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 your company approved a Policy on CSR and thepolicy was hosted on the website of the Company.

The Board of Directors of the Company have constituted Corporate Social ResponsibilityCommittee consisting of following persons namely Mrs. C.Prameelamma Chairman Dr.Shiban KKoul and Mr. M. V. Reddy as Members.

Report on CSR activities is enclosed as Annexure - 4 to this Report.

During the Financial year Corporate Social Responsibility Committee meetings were heldon April 29 2016 July 29 2016 and January 30 2017.

Attendance at the Corporate Social Responsibility Committee Meetings:

Number Meetings
Name of the Director Position held Held Attended
Mrs.C.Prameelamma Chairman 3 3
Dr. Shiban K Koul Member 3 3
Mr.M.V.Reddy Member 3 3

Astra Foundation

Astra Foundation is established under section 8 of the Companies Act 2013 as aNon-Profit Organisation on 9th July 2016 as a subsidiary of the company to grantdonations to poor and needy for meeting expenditure of education welfare medicaltreatments to establish promote set-up run maintain assist finance support and /or aid in setting up and / or maintaining and /or running school for orphanages poorhouses for relief and help to the poor old and infirm people and / or destitutes.

The Astra Foundation has disbursed Rs.2272000/- for the period 2016-17.

Mechanism for Evaluation of Board

Evaluation of all Board members is done on an annual basis. The evaluation is done bythe Board Nomination and Remuneration Committee and Independent Directors with specificfocus on the performance and effective functioning of the Board and Individual Directors.

Directors and Key Managerial Personnel

During the year under review Dr. G. Sabarinathan Independent Director stepped downfrom the Board. The Board wishes to place on record its deep sense of appreciation for thevaluable contribution made by him to the Board and the Company during his tenure asDirector.

Mr.B.Malla Reddy and Mr. S. Gurunatha Reddy Directors of the Company retire byrotation and being eligible offer themselves for re-appointment.

Prof. Arun Kumar Tiwari Mr. Vadlamani Venkata Rama Sastry and Mr. Buddharaju LakshmiNarayana Raju were regularized as Independent Directors on the Board with effect from July29 2016.

There has been no change in the Key Managerial Personnel during the year.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013.

AUDITORS

Statutory Auditors

M/s. Amar & Raju Chartered Accountants (Firm Registration No. 000092S) were firstauditors of the company since incorporation of the company. Currently they are holdingoffice of the auditors up to the conclusion of the 26th AGM.

As per second proviso to Section 139(2) of the Companies Act 2013 (the Act) atransition period of three years from the commencement of the Act is provided to appoint anew auditor if the existing auditor's firm has completed two terms of five consecutiveyears.

Accordingly as per the said requirements of the Act M/s. Price Waterhouse CharteredAccountants LLP Chartered Accountants (Firm Registration No. 012754N/N500016) areproposed to be appointed as auditors for a period of 5 years commencing from theconclusion of 26th AGM till the conclusion of the 31st AGM subject to ratification byshareholders every year as may be applicable in place of M/s. Amar & Raju CharteredAccountants.

M/s. Price Waterhouse Chartered Accountants LLP Chartered Accountants have consentedto the said appointment and confirmed that their appointment if made would be within thelimits specified under Section 141(3)(g) of the Act. They have further confirmed that theyare not disqualified to be appointed as statutory auditor in terms of the provisions ofthe proviso to Section 139(1) Section 141(2) and Section 141(3) of the Act and theprovisions of the Companies (Audit and Auditors) Rules 2014.

The Audit Committee and the Board of Directors recommend the appointment of M/s. PriceWaterhouse Chartered Accountants LLP Chartered Accountants as statutory auditors of theCompany from the conclusion of the 26th AGM till the conclusion of 31st AGM to theshareholders.

Auditors Report

M/s. Amar & Raju Chartered Accountants (ICAI Registration No: 000092S) has issuedAuditors Report for the financial year ended 31st March 2017 and there are noqualifications in Auditors' Report.

Internal Auditors

The Board of Directors of the Company have appointed M/s. PricewaterhouseCoopersPrivate Limited to conduct Internal Audit of the Company for the financial year ended31st March 2017.

Secretarial Auditor Report

As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorshave appointed Mr. L. Dhanamjay Reddy Practising Company Secretary (C.P.No: 3752) asSecretarial Auditor to conduct Secretarial audit of the company for the financial yearended on March 31 2017.

Secretarial Audit Report issued by Mr. L. Dhanamjay Reddy Practising Company Secretaryin form MR-3 is enclosed as Annexure - 5 to this Annual Report.

There were no qualifications reservation or adverse remarks in the Secretarial AuditReport of the Company.

Audit Committee

Audit Committee consists of the following Directors namely Dr.Shiban K Koul ChairmanProf. Arun Kumar Tiwari and Mr. S.Gurunatha Reddy as members of the committee. ExceptMr.S.Gurunatha Reddy all the members of the Audit Committee are Independent Directors.

There is no such incidence where Board has not accepted the recommendation of the AuditCommittee during the year under review.

The Audit Committee meetings were held on April 29 2016 July 29 2016 October 312016 and January 30 2017.

Attendance at the Audit Committee Meetings:

Number Meetings
Name of the Director Position held Held Attended
Dr. G. Sabarinathan @ Chairman 2 2
Dr.Shiban K Koul $ Chairman 4 4
Mr. S. Gurunatha Reddy Member 4 4
Prof. Arun Kumar Tiwari* Member 2 2

@ w.e.f. July 29 2016 Dr. G. Sabarinathan ceased to be Chairman of Audit Committee. $w.e.f July 29 2016 Dr.Shiban K Koul was elected as a Chairman of Audit Committee. *w.e.f. July 29 2016 Prof. Arun Kumar Tiwari was elected as a Member of Audit Committee.

Corporate Governance

A separate report on Corporate Governance is annexed as part of the Annual Report alongwith the Auditor's Certificate on its compliance.

Vigil Mechanism

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policyaims for conducting the affairs in a fair and transparent manner by adopting higheststandards of professionalism honesty integrity and ethical behaviour. All permanentemployees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethicalbehaviour actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairman of the audit committee in exceptionalcases.

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial Personnel asper Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is enclosed as Annexure - 6 to this Annual Report.

Insurance

All properties and insurable interests of the Company including building plant andmachinery and stocks have been fully insured.

Internal Financial Controls

The company has in place adequate internal financial controls with reference tofinancial statements. The Company maintains all its records in SAP System and the workflow and approvals are routed through SAP.

Change in the nature of business

There is no change in the nature of business of the Company.

The details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.

Material changes and commitments

There are no Material changes and commitments in the business operations of the Companyfrom the financial year ended 31st March 2017 to the date of signing of the Director'sReport.

Human Resources

The Industrial relations of the Company continued to be harmonious during the yearunder review.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

During the financial year ended 31st March 2017 the Company has not received anyComplaints pertaining to Sexual Harassment.

Indian Accounting Standards ( Ind AS)

The company has adopted Indian Accounting Standards (Ind As) with effect from 1stApril 2017 pursuant to Ministry of Corporate affairs notification of the Companies(Indian Accounting Standards) Rules 2015.

Prevention of Insider Trading Code:

As per SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopteda Code of Conduct for Prevention of Insider Trading. The Company has appointedMr.T.Anjaneyulu Company Secretary as Compliance Officer who is responsible for settingforth procedures and implementation of the code for trading in Company's securities.During the year under review there has been due compliance with the said code.

Compliance with Secretarial Standards on Board and General Meetings:

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.

Acknowledgments:

Your Directors express their gratitude to all investors customers vendors banks andregulatory and the State and the Central governmental authorities / departments for theircontinued support.

For and on behalf of the Board of Directors

B. Malla Reddy P.A.Chitrakar
Place: Hyderabad Managing Director COO
Date: 29.04.2017 DIN: 00003154 DIN: 00003213

ANNEXURE -1 TO THE DIRECTORS’ REPORT

FORM NO AOC-1

(Pursuant to first proviso to Sub-Section (3) of Section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofSubsidiaries/Associate Companies/Joint Ventures

Part-A-Subsidiaries

Extent % of
S No. Name of the Subsidiary Company The date since when subsidiary was acquired Reporting period for the subsidiary concerened if different from the holding company's reporting period Reporting Currency and Exchange rate as on the last date of the relevant Financial year in case of foreign subsidiaries Share Capital Reserves & Surplus Total Assets Total Liabilities Invest ments Turnover Profit/(Loss) before Taxation Provision for Taxation Profit/(Loss) after Taxation Proposed Dividend Share- Hodling
1 M/s. Bhavyabhanu Electronics Pvt.Ltd. 03.09.2013 NA NA 1760000 32194468 112988811 112988811 - 324583220 (11890654) 3285032 (8605622) - 99.9989%
2 M/s. Aelius Semiconductors Pte.Ltd. 08.04.2015 NA SGD46.4125 33277762 (18728883) 18422761 18422761 - 1198796 (17554384) 0 (17554384) - 100%
3 M/s. Astra Foundation 09.07.2016 NA NA 100000 (46724) 75905 75905 - 0 (46724) 0 (46724) - 99.9%

Notes: The following information shall be furnished at the end of the statement: 1.Names of subsidiaries which are yet to commence operations: NIL

2. Names of subsidiaries which have been liquidated or sold during the year: NIL

Part B Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

Name of Associates/Joint Ventures M/s. Traana Technologies Private Limited
1. Latest audited Balance Sheet Date 31.03.2017 (Unaudited)
2. Date on which the Associate was associated or acquired 01.10.2012
3. Shares of Associate held by the company on the year end
No. 260000
Amount of Investment in Associates or Joint Ventures Rs. 2600000/-
Extent of Holding (in percentage) 26%
4. Description of how there is significant influence Since there is 26% investment and also representing the Board there is significant influence in the Assoicate
5. Reason why the associate is not consolidated Consolidated
6. Networth atttributable to shareholding as per latest audited Balance Sheet NIL
7. Profit or Loss of the year
i. Considered in Consolidation 0
ii. Not Considered in Consolidation -

1. Names of Associates or Joint Ventures which are yet to commence operations: NIL

2. Names of Associates or Joint Ventures which have been liquidated or sold during theyear: NIL

For and on behalf of the Board of Directors
B. Malla Reddy P. A. Chitrakar
Place: Hyderabad Managing Director COO
Date: 29.04.2017 DIN: 00003154 DIN: 00003213

 

ANNEXURE -2 TO THE DIRECTORS’ REPORT
FORM NO. MGT - 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31.03.2017
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company
(Management & Administration ) Rules 2014

I REGISTRATION & OTHER DETAILS

I CIN L29309TG1991PLC013203
ii Registration Date 13th September 1991
iii Name of the Company Astra Microwave Products Limited
iv Category/Sub-category of the Company Company Limited by Shares/Public Company
v "Address of the Registered office & contact details” "Astra Towers Survey 12 (P) Kothaguda Post Kondapur
Hitech City Hyderabad Telangana-500 084 India.
Tel: +91-40-30618000 30618001
Fax: +91-40-30618048 Email: info@astramwp.com ;
web: www.astramwp.com"
vi Whether listed company Yes
BSE Limited
National Stock Exchange of India Limited
Purva Sharegistry (India) Pvt Ltd
vii Name Address & contact details of the Registrar & Transfer Agent if any. Shiv Shakti Industrial Estate Unit No.9 Ground Floor 7 B J R Boricha Marg Lower Parel Mumbai-400011 tel:91-022-23016761: Email Id:busicomp@gmail.com

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated

Name & Description of main products/services NIC Code of the Product /Service % to total turnover of the company
To carry on the Business to manufacture produce assemble repaire maintain import export buy sell or otherwise deal in all kinds of electronic items and components including all kinds of filters power dividers directional couplers amplifiers circulators isolators power Combiners Antennae Sources Voltage controlled Oscillators Terminations Loads etc. Systems and subsystems Very High Frequency (VHF) Ultra High Frequency (UHF) and Microwave bands for all kinds of applications. 3652 100

III. PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

Name & Address of the Company CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % OF SHARES HELD APPLICABLE SECTION
BHAVYABHANU ELECTRONICS PRIVATE LIMITED
Add:West Block G.Floor Plot No.18 to 21 Imarath Kancha Hardware Park Raviryala (V) Maheshwaram Mandal-500005 U32209TG2013PTC089834 Subsidiary 100 Section 2(87)
AELIUS SEMICONDUCTORS PTE. LTD.
Add: 141 Middle Road # 06-07A 201509289W Subsidiary 100 Section 2(87)
GSM Building Singapore - 188976
ASTRA FOUNDATION
Add: 2nd Floor Astra Towers Survey
No: 12(Part) Opp: CII Green Building Hitech City Kondapur Hyderabad Telangana India - 500038 U80904TG2016NPL110782 Subsidiary 100 Section 2(87)
TRAANA TECHNOLOGIES PRIVATE LIMITED
Add: No 208-C I Main 2nd Block 1st Stage H B R Layout Bangalore Karnataka - 560043 U72200KA2012PTC063829 Associate 26 Section 2(6)

IV (i) SHAREHOLDING PATTERN (Equity Share Capital Break up as % to Total Equity)

(i) Category-wise Shareholding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year

% of Change during the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. PROMOTERS
(1) Indian
(a) Individuals/ HUF 13320043 0 13320043 15.38 12816524 0 12816524 14.80 -0.58
(b) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00
(c) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00
(d) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00
(e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00
(f) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
* DIRECTORS 0 0 0 0.00 0 0 0 0.00 0.00
* DIRECTORS RELATIVES 0 0 0 0.00 0 0 0 0.00 0.00
* PERSON ACTING IN CONCERN 0 0 0 0.00 0 0 0.00 0.00
Sub Total (A)(1):- 13320043 0 13320043 15.38 12816524 0 12816524 14.80 -0.58
(2) Foreign
(a) NRI Individuals 870000 0 870000 1.00 870000 0 870000 1.00 0.00
(b) Other Individuals 0 0 0 0.00 0 0 0 0.00 0.00
(c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00
(d) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00
(e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub Total (A)(2):- 870000 0 870000 1.00 870000 0 870000 1.00 0.00
Total shareholding of Promoter (A) = (A)(1)+(A)(2) 14190043 0 14190043 16.38 13686524 0 13686524 15.80 -0.58
B. PUBLIC SHAREHOLDING
(1) Institutions
(a) Mutual Funds 29578486 0 29578486 34.15 25661664 0 25661664 29.63 -4.52
(b) Banks FI 0 0 0 0.00 0 0 0 0.00 0.00
(c) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00
(d) State Govet(s) 0 0 0 0.00 0 0 0 0.00 0.00
(e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
(g) FIIs / FPIs 2215362 0 2215362 2.56 2620581 0 2620581 3.03 0.47
(h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(i) Others (specify)

 

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % of Change during the year
* U.T.I. 0 0 0 0.00 0 0 0 0.00 0.00
* FINANCIAL INSTITUTIONS 119020 0 119020 0.14 67042 0 67042 0.08 -0.06
* I.D.B.I. 0 0 0 0.00 0 0 0 0.00 0.00
* I.C.I.C.I. 0 0 0 0.00 0 0 0 0.00 0.00
* GOVERMENT COMPANIES 0 0 0 0.00 0 0 0 0.00 0.00
* STATE FINANCIAL CORPORATION 0 0 0 0.00 0 0 0 0.00 0.00
* QUALIFIED FOREIGN INVESTOR 0 0 0 0.00 0 0 0 0.00 0.00
* ANY OTHER
* OTC DEALERS (BODIES CORPORATE) 0 0 0 0.00 0 0 0 0.00 0.00
* PRIVATE SECTOR BANKS 24037 0 24037 0.03 40260 0 40260 0.05 0.02
Sub-total (B)(1):- 31936905 0 31936905 36.87 28389547 0 28389547 32.78 -4.10
(2) Non-Institutions
(a) Bodies Corp. 11256865 85250 11342115 13.10 11298765 85250 11384015 13.14 0.05
(i) Indian 0 0 0 0.00 0 0 0 0.00 0.00
(ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00
(b) Individuals 0.00 0.00
(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 14879605 633257 15512862 17.91 17055369 603507 17658876 20.39 2.48
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 3497254 471744 3968998 4.58 2926830 471744 3398574 3.92 -0.66
(c) Others (specify)
* N.R.I. (NON-REPAT) 3626639 0 3626639 4.19 3574930 0 3574930 4.13 -0.06
* N.R.I. (REPAT) 2383385 0 2383385 2.75 2669015 0 2669015 3.08 0.33
* FOREIGN CORPORATE BODIES (OVERSEAS CORPORATE BODIES) 2017097 0 2017097 2.33 2017097 0 2017097 2.33 0.00
* TRUST 3288 0 3288 0.00 1150414 0 1150414 1.33 1.32
* HINDU UNDIVIDED FAMILY 787755 0 787755 0.91 836286 0 836286 0.97 0.06
* EMPLOYEE 0 0 0 0.00 0 0 0 0.00 0.00
* CLEARING MEMBERS 842588 0 842588 0.97 1846397 0 1846397 2.13 1.16
* DEPOSITORY RECEIPTS 0 0 0 0.00 0 0 0.00 0.00
Sub-total (B)(2):- 39294476 1190251 40484727 46.74 43375103 1160501 44535604 51.42 4.68
Total Public Shareholding (B) = (B)(1)+(B)(2) 71231381 1190251 72421632 83.62 71764650 1160501 72925151 84.20 0.58
C. TOTAL SHARES HELD BY CUSTODIAN FOR GDRS & ADRS 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total (A + B + C) 85421424 1190251 86611675 100.00 85451174 1160501 86611675 100.00 0.00
Other

IV (ii). SHAREHOLDING OF PROMOTERS

Shareholding at the beginning of the year Shareholding at the end of the year
S. No Shareholders Name No. of Shares % of total Shares of the company % of Shares pledged encumbered to total Shares No. of Shares % of Total Shares of the Company % of Shares pledged Encumbered to total Shares % change in Share holding during the year
1 BHUMI REDDY MALLA REDDY 2453966 2.83 0.00 2153966 2.49 0.00 -0.35
2 P A CHITRAKAR 1414386 1.63 0.00 1414386 1.63 0.00 0.00
3 CHENNAREDDY PRAMEELAMMA 1651461 1.91 0.00 1683185 1.94 0.00 0.04
4 RAMYA CHITRAKAR 1799997 2.08 0.00 1799997 2.08 0.00 0.00
5 RASHMI CHITRAKAR 1742884 2.01 0.00 1742884 2.01 0.00 0.00
6 RENUKA CHITRAKAR 1264497 1.46 0.00 1264497 1.46 0.00 0.00
7 T.SITARAMA REDDY 870000 1.00 0.00 870000 1.00 0.00 0.00
8 K MURALI MOHAN 821500 0.95 0.00 821500 0.95 0.00 0.00
9 PRASANNA LAKSHMI .B 875622 1.01 0.00 875622 1.01 0.00 0.00
10 A S S R REDDY 353727 0.41 0.00 298727 0.34 0.00 -0.06
11 B VENKATA LAKSHMI 181063 0.21 0.00 0 0.00 0.00 -0.21
12 LAKSHMI REDDY CHITTEPU 205450 0.24 0.00 205450 0.24 0.00 0.00
13 P. RAMAKRISHNA REDDY 96893 0.11 0.00 96893 0.11 0.00 0.00
14 PADMAVATHI CHITTEPU 161780 0.19 0.00 161780 0.19 0.00 0.00
15 BHUMIREDDY LAKSHMI 112500 0.13 0.00 112500 0.13 0.00 0.00
16 VENKATAMMA CHITTEPU 1672 0.00 0.00 1672 0.00 0.00 0.00
17 PRATHAP REDDY. C 90750 0.10 0.00 90750 0.10 0.00 0.00
18 NARAPU REDDY C V . 50 0.00 0.00 50 0.00 0.00 0.00
19 CHANDRASEKARA REDDY G 49700 0.06 0.00 50520 0.06 0.00 0.00
20 SUBRAMANYAM J 29995 0.03 0.00 29995 0.03 0.00 0.00
21 G THULASI DEVI 12150 0.01 0.00 12150 0.01 0.00 0.00
Total 14190043 16.38 0.00 13686524 15.80 0.00 -0.58

IV (iii). CHANGE IN PROMOTERS' SHAREHOLDING (Please specify if there is no changes)

Shareholding at the beginning of the year Cumulative Shareholding during the year
S. No. Particulars No. of Shares % of total Shares of the Company No. of Shares % of total Shares of the Company Type
1 B. MALLA REDDY 2453966 2.83
30-Sep-16 -14418 -0.02 2439548 2.82 Collateral
21-Oct-16 -138231 -0.16 2301317 2.66 Collateral
25-Nov-16 -107905 -0.12 2193412 2.53 Collateral
09-Dec-16 -93663 -0.11 2099749 2.42 Collateral
23-Dec-16 -173119 -0.20 1926630 2.22 Collateral
30-Dec-16 -136818 -0.16 1789812 2.07 Collateral
20-Jan-17 -201581 -0.23 1588231 1.83 Collateral
03-Feb-17 -23220 -0.03 1565011 1.81 Collateral
10-Feb-17 -1565011 -1.81 0 0.00 Collateral
10-Mar-17 2153966 2.49 2153966 2.49 Collateral release
31-Mar-17 2153966 2.49
2 RASHMI CHITRAKAR 1742884 2.01
31-Mar-17 1742884 2.01
3 RAMYA CHITRAKAR 1799997 2.08
31-Mar-17 1799997 2.08
4 C. PRAMEELAMMA 1651461 1.91
02-Sep-16 10000 0.01 1661461 1.92 Buy
07-Oct-16 8000 0.01 1669461 1.93 Buy
18-Nov-16 1126 0.00 1670587 1.93 Buy
25-Nov-16 7874 0.01 1678461 1.94 Buy
30-Dec-16 2757 0.00 1681218 1.94 Buy
06-Jan-17 1967 0.00 1683185 1.94 Buy
31-Mar-17 1683185 1.94
5 P A CHITRAKAR 1414386 1.63
31-Mar-17 1414386 1.63
6 RENUKA CHITRAKAR 1264497 1.46
31-Mar-17 1264497 1.46
7 PRASANNA LAKSHMI .B 875622 1.01
31-Mar-17 875622 1.01
8 KALLURI MURALI MOHAN 821500 0.95
31-Mar-17 821500 0.95
9 A S S R REDDY . 353727 0.41
13-May-16 -55000 -0.06 298727 0.34 Sell
31-Mar-17 298727 0.34
10 B VENKATA LAKSHMI . 181063 0.21
20-May-16 -181063 -0.21 0 0.00 Sell
31-Mar-17 0 0.00
11 LAKSHMI REDDY CHITTEPU 205450 0.24
31-Mar-17 205450 0.24
12 PADMAVATHI CHITTEPU 161780 0.19
31-Mar-17 161780 0.19
13 BHUMIREDDY LAKSHMI 112500 0.13
31-Mar-17 112500 0.13
14 P. RAMAKRISHNA REDDY 96893 0.11
31-Mar-17 96893 0.11
15 PRATHAP REDDY C . 90750 0.10
31-Mar-17 90750 0.10
16 CHANDRASEKARA REDDY G 49700 0.06
02-Sep-16 320 0.00 50020 0.06 Buy
02-Dec-16 500 0.00 50520 0.06 Buy
31-Mar-17 50520 0.06
17 SUBRAMANYAM J 29995 0.03
31-Mar-17 29995 0.03
18 G THULASI DEVI 12150 0.01
31-Mar-17 12150 0.01
19 VENKATAMMA CHITTEPU . . 1672 0.00
31-Mar-17 1672 0.00
20 NARAPU REDDY C V . 50 0.00
31-Mar-17 50 0.00
21 T SITARAMA REDDY 870000 1.00
31-Mar-17 870000 1.00

IV (iv). SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (other than Directors Promoters& Holders of GDRs & ADRs)

Share Holding at the beginning of the year Cumulative Shareholding during the year
S. No. Particulars No. of Shares % of Total Shares of the Company No. of Shares % of Total Shares of the Company Type
1 HDFC TRUSTEE COMPANY LIMITED - HDFC 7793394 9.00
31-Mar-17 7793394 9.00
2 AXIS MUTUAL FUND TRUSTEE LIMITED A/ 6239229 7.20
08-Apr-16 186788 0.22 6426017 7.42 Buy
22-Apr-16 600000 0.69 7026017 8.11 Buy
31-Mar-17 7026017 8.11
3 L AND T MUTUAL FUND TRUSTEE LTD-L A 3905046 4.51
25-Nov-16 20000 0.02 3925046 4.53 Buy
27-Jan-17 15000 0.02 3940046 4.55 Buy
03-Feb-17 -44235 (0.05) 3895811 4.50 Sell
10-Feb-17 -97215 (0.11) 3798596 4.39 Sell
17-Feb-17 -40000 (0.05) 3758596 4.34 Sell
24-Feb-17 -50000 (0.06) 3708596 4.28 Sell
03-Mar-17 -480100 (0.55) 3228496 3.73 Sell
31-Mar-17 3228496 3.73
4 ATIM KABRA 3376211 3.90
31-Mar-17 3376211 3.90
5 HASHAM INVESTMENT AND TRADING COMPA 3182709 3.67
24-Mar-17 -3182709 (3.67) 0 - Sell
31-Mar-17 0 -
6 TATA BALANCED FUND 3060110 3.53
15-Apr-16 -250000 (0.29) 2810110 3.24 Sell
22-Apr-16 -100000 (0.12) 2710110 3.13 Sell
29-Apr-16 -150000 (0.17) 2560110 2.96 Sell
13-May-16 -100000 (0.12) 2460110 2.84 Sell
20-May-16 -300000 (0.35) 2160110 2.49 Sell
03-Jun-16 -205000 (0.24) 1955110 2.26 Sell
10-Jun-16 -1155110 (1.33) 800000 0.92 Sell
17-Jun-16 -400000 (0.46) 400000 0.46 Sell
24-Jun-16 -400000 (0.46) 0 - Sell
31-Mar-17 0 -
7 SUNDARAM MUTUAL FUND A/C SUNDARAM S 2644819 3.05
23-Sep-16 -49944 (0.06) 2594875 3.00 Sell
03-Feb-17 81038 0.09 2675913 3.09 Buy
10-Feb-17 203330 0.23 2879243 3.32 Buy
17-Feb-17 168828 0.19 3048071 3.52 Buy
24-Feb-17 348036 0.40 3396107 3.92 Buy
03-Mar-17 601482 0.69 3997589 4.62 Buy
31-Mar-17 3997589 4.62
8 STRATEGIC VENTURES FUND (MAURITIUS) 1747097 2.02
31-Mar-17 1747097 2.02
9 BIRLA SUN LIFE TRUSTEE COMPANY PRIV 1737277 2.01
20-May-16 255150 0.29 1992427 2.30 Buy
03-Jun-16 212000 0.24 2204427 2.55 Buy
10-Jun-16 265000 0.31 2469427 2.85 Buy
17-Jun-16 100000 0.12 2569427 2.97 Buy
24-Jun-16 161000 0.19 2730427 3.15 Buy
12-Aug-16 170000 0.20 2900427 3.35 Buy
03-Feb-17 -32000 (0.04) 2868427 3.31 Sell
10-Feb-17 -382200 (0.44) 2486227 2.87 Sell
17-Feb-17 -92800 (0.11) 2393427 2.76 Sell
24-Feb-17 -150000 (0.17) 2243427 2.59 Sell
03-Mar-17 -70500 (0.08) 2172927 2.51 Sell
24-Mar-17 -29650 (0.03) 2143277 2.47 Sell
31-Mar-17 -70100 (0.08) 2073177 2.39 Sell
31-Mar-17 2073177 2.39
10 ICICI PRUDENTIAL INFRASTRUCTURE FUN 1514852 1.75
31-Mar-17 1514852 1.75

IV (v). SHAREHOLDING OF DIRECTORS & KMP

Shareholding at the end of the year Cumulative Shareholding during the year
S. No. For Each of the Directors & KMP No. of Shares % of total Shares of the Company No. of Shares % of total Shares of the Company
1 Mr. B. Malla Reddy
At the beginning of the year 2453966 2.83
30-Sep-2016 * -14418 -0.02 2439548 2.82
21-Oct-2016 * -138231 -0.16 2301317 2.66
25-Nov-2016 * -107905 -0.12 2193412 2.53
09-Dec-2016 * -93663 -0.11 2099749 2.42
23-Dec-2016 * -173119 -0.2 1926630 2.22
30-Dec-2016 * -136818 -0.16 1789812 2.07
20-Jan-2017 * -201581 -0.23 1588231 1.83
03-Feb-2017 * -23220 -0.03 1565011 1.81
10-Feb-2017 * -1565011 -1.81 0 -
10-Mar-2017 # 2153966 2.49 2153966 2.49
* shares under Collateral
# shares released from Collateral
At the end of the year 2153966 2.49
2 Mr. P.A. Chitrakar
At the beginning of the year increase/decrease in Promoters Share holding during the year 1414386 1.63
- - - -
At the end of the year 1414386 1.63
3 Mrs. C. Prameelamma
At the beginning of the year 1651461 1.91
02-Sep-16 10000 0.01 1661461 1.92
07-Oct-16 8000 0.01 1669461 1.93
18-Nov-16 1126 0.00 1670587 1.93
25-Nov-16 7874 0.01 1678461 1.94
30-Dec-16 2757 0.00 1681218 1.94
06-Jan-17 1967 0.00 1683185 1.94
At the end of the year 1683185 1.94
4 Dr. Shiban K Koul (Independent Director)
At the beginning of the year increase/decrease in Promoters Share holding during the year 38029 0.04
At the end of the year 38029 0.04
5 Mr. S.Gurunatha Reddy (Whole Time Director & CFO)
At the beginning of the year increase/decrease in Promoters Share holding during the year 58938 0.07
At the end of the year 58938 0.07
6 Mr.M. Venkateshwar Reddy (Whole Time Director)
At the beginning of the year 53850 0.06
increase/decrease in Promoters Share holding during the year - - - -
At the end of the year 53850 0.06
7 Mr.T. Ramachandru IAS (Independent Director)
At the beginning of the year NIL NIL
increase/decrease in Promoters Share holding during the year - - - -
At the end of the year NIL NIL
8 Prof. Arun Kumar Tiwari (Independent Director)
At the beginning of the year NIL NIL
increase/decrease in Promoters Share holding during the year - - - -
At the end of the year NIL NIL
9 Mr. Vadlamani Venkata Rama Sastry (Independent Director)
At the beginning of the year NIL NIL
increase/decrease in Promoters Share holding during the year - - - -
At the end of the year NIL NIL
10 Mr. Buddharaju Lakshmi Narayana Raju (Independent Director)
At the beginning of the year NIL NIL
increase/decrease in Promoters Share holding during the year - - - -
At the end of the year NIL NIL
11 Mr.T.Anjaneyulu (Company Secretary)
At the beginning of the year 5000 0.01
18-Nov-16 1000 0.00 6000 0.01
10-Mar-17 3500 0.00 9500 0.01
At the end of the year 9500 0.01

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtness at the beginning of the financial year -
i) Principal Amount 659175680 15213989 - 674389669
ii) Interest due but not paid 1432306 - - 1432306
iii) Interest accrued but not due 22645169 - 22645169
Total (i+ii+iii) 683253155 15213989 - 698467144
Change in Indebtedness during the financial year
Additions 1737076492 - - 1737076492
Change in WC borrowings -Addition 74846219 - - 74846219
Reduction (1165915955) (4936193) (1170852148)
Net Change 646006756 (4936193) 641070563
Indebtedness at the end of the financial year
i) Principal Amount 1302787921 10277796 - 1313065717
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 26471990 - - 26471990
Total (i+ii+iii) 1329259911 10277796 - 1339537707

Unsecured Loan is pertaining to the Sales Tax loan to the Govt.of Telengana

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole Time Director and/or Manager:

Name of MD/WTD/Manager
S. No Particulars of Remuneration Mr. B. Malla Reddy Mr. P.A.Chitrakar Mrs. C.Prameelamma Mr. S. Gurunatha Reddy Mr. M. Venkateshwar Reddy Total Amount Rs.
1 Gross salary
(a) Salary as per provisions contained in section 7511250 7609743 7301250 5747303 5431250 33600796
17(1) of the Income Tax 1961
(b) Value of perquisites u/s
17(2) of the Income tax Act 1961 0 0 0 0 0 0
(c ) Profits in lieu of salary under section
17(3) of the Income Tax Act 1961 0 0 0 0 0 0
2 Stock option 0 0 0 0 0 0
3 Sweat Equity 0 0 0 0 0 0
4 Commission/performance Bonus 0 0 0 0 0 0
as % of profit 0 0 0 0 0 0
others specify 0 0 0 0 0 0
5 Others please specify-PF company Contribution 288000 288000 288000 216000 216000 1296000
Total (A) 7799250 7897743 7589250 5963303 5647250 34896796
Ceiling as per the Act 14488756 14488756 14488756 14488756 14488756 72443780

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL B. Remuneration to otherDirectors:

S. No. Particulars of Remuneration Name of the Directors
1 Independent Directors Dr. Shiban K Koul Mr. T. Ramachandru IAS Prof. Arun Kumar Tiwari Mr. B.L.N.Raju Mr. V.V.R. Sastry Dr. G. Sabarinathan Total Rs.
(a) Fee for attending 60000 75000 75000 75000 60000 45000 390000
Board/Committee Meeting
(b) Commission 600000 600000 600000 600000 600000 - 3000000
(c ) Others please specify - - - - - - -
Total (1) 660000 675000 675000 675000 660000 45000 3390000
2 Other Non Executive Directors - - - - - - -
(a) Fee for attending - - - - - - -
Board/Committee Meeting
(b) Commission - - - - - - -
(c ) Others please specify. - - - - - - -
Total (2) 0
Total (B)=(1+2) 3390000
Total Managerial Remuneration 38286796
Overall Cieling as per the Act. 79688157

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL C. Remuneration to KeyManagerial Personnel other than MD/Manager/WTD

S. No. Particulars of Remuneration Key Managerial Personnel Total Rs.
Company Secretary
Mr. T. Anjaneyulu
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 1425211 1425211
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 0 0
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 0 0
2 Stock Option 0 0
3 Sweat Equity 0 0
4 Commission 0
as % of profit 0 0
others specify 0 0
5 Others please specify 0 0
Total 1425211 1425211

VII. PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Details of Penalty/Punishment/ Authority Appeall made if
Type Section of the Companies Act Brief Description Compounding fees imposed (RD/NCLT/Court) any (give details)
A. COMPANY
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B. DIRECTORS
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C. OTHER OFFICERS IN DEFAULT
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL

 

For and on behalf of the Board of Directors
B. Malla Reddy P.A.Chitrakar
Place: Hyderabad Managing Director COO
Date: 29.04.2017 DIN: 00003154 DIN: 00003213

ANNEXURE - 3 TO THE DIRECTORS’ REPORT

The conservation of energy technology absorption foreign exchange earnings and outgopursuant to the provisions of section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014:

1. Details of Conservation of Energy

The operation of the company are not energy intensive. However adequate measures havebeen taken to

conserve and reduce the energy consumption.

2. Research & Development (R&D)

The Company's Research and Development center is recognized by the Department ofScientific and Industrial

Research Ministry of Science and Technology Government of India in the year 1994.

During the year the R&D wing of the Company has developed innovative designs usefulfor manufacture of cost effective products. The research and development activities of theCompany are customer need based and hence it is a continuous process. Because of itsin-house R&D efforts the Company was able to deliver the solutions to the customersin cost effective manner.

The Company has spent the following amounts for R&D during the year.

As of March 31 (Amount Rs)
Particulars 2017 2016
a. Capital 47262780 18880826
b. Recurring 268184666 292723300
Total 315447446 311604126
Total R&D expenditure as Percentage of total turnover 6.97% 7.12 %

3. Technology Absorption Adoption and Innovation

The Company works on in house technology.

4. Particulars of foreign exchange earnings and outgo

The export business which is project driven has undergone substantial reduction duringthe year and is likely

For and on behalf of the Board of Directors
Place: Hyderabad B. Malla Reddy P. A. Chitrakar
Date: 29.04.2017 Managing Director COO
DIN: 00003154 DIN: 00003213

ANNEXURE - 4 TO THE DIRECTORS’ REPORT

Report on Corporate Social Responsibility as per Rule 8 of Companies

(Corporate Social Responsibility Policy) Rules 2014

1. A brief outline of the Company's CSR policy including overview of projects orprogrammes proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programmes

The CSR Committee decided to spend amount under promoting education including specialeducation and employment enhancing vocation skills especially among children womenelderly

and the differently abled and livelihood enhancement projects.;

Providing preventive health care

Setting up of homes for Orphans

Contributions or Funds provided to Technology Incubators within academic institutionswhich are approved by the Central Govt.

Contribution to Section 8 Company web link: www.astramwp.com

2. Composition of CSR Committee:

Name of the Director Designation
Mrs. C. Prameelamma Chairman
Dr. Shiban K Koul Member
Mr. M. V. Reddy Member

3. Average Net profit for last three Financial Years:

For the Financial Year ended 31st March (Amount Rs)
Net Profit 2013-14 2014-15 2015-16
699393729 827624959 727681838
Average Net Profit for the preceding three Financial Years Rs. 751566842/-

4. Prescribed CSR expenditure (2% of Average Net Profit): Rs.15031337

5. Details of CSR spend for the financial year:

a. Total amount spent for the financial year: Rs. 15135689/-

b. Amount unspent if any: Nil

(c) Manner in which the amount spent during the financial year is detailed below:

(1) (2) (3) (4) (5) (6) (7) (8)
S. No CSR Project or activity identified Sector in which the Project is Covered Projects or programs Local area Or other Amount outlay (budget) project or programs wise Amount spent on the projects or programs Sub-heads: Cumulative Expenditure upto the reporting Amount spent Direct or through implementing
1) Specify the State and district where projects or programs was undertaken 1) Direct on projects or programs Period Agency.
2) Overheads:
1 Promoting Education Education Local Area: 1.60 1.60 8.64 Direct
Telangana/Ranga Reddy Dist./ Mahaboobnagar
Other area: 1.00 1.00
Jamnagar Gujarat (contributed to Edu.Trust)
Overheads 6.04 6.04
2 Contribution to ASTRA FOUNDATION (Section 8 Company ) Preventive Health care Promoting Education and providing Bus shelters Local Area: Telangana/ Hyderabad 22.72 22.72 22.72 Direct
3 Setting up of Homes for Orphans Setting up of Homes for Orphans Local Area: 78.00 78.00 78.00 Direct
Telangana/ Rangareddy Dt.
4 Technology incubators Technology Development Local Area: Telangana/ Hyderabad. 42.00 42.00 42.00 Direct
TOTAL 151.36 151.36 151.36

4. The Company has spent two percent of average net profits of the last three financialyears.

5. We hereby confirm that the Implementation and monitoring of CSR Policy is incompliance with CSR objectives and Policy of the Company.

For and on behalf of the Board of Directors
Place: Hyderabad B. Malla Reddy P. A. Chitrakar
Date: 29.04.2017 Managing Director COO
DIN: 00003154 DIN: 00003213

ANNEXURE - 5 TO THE DIRECTORS’ REPORT

Secretarial Audit Report

For the Financial Year Ended 31-03-2017

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Board of Directors

ASTRA MICROWAVE PRODUCTS LIMITED

Astra Towers Survey No:12 (Part)

Opp. CII Green Building Hitech City Kondapur

Hyderabad Telangana

We have conducted the Secretarial Audit on the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ASTRA MICROWAVE PRODUCTSLIMITED (hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on our verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit We hereby report that in my opinion the Company has during the auditperiod ended on 31-03-2017 complied with the statutory provisions listed hereunder andalso that the Company has proper Board-processes and compliance-mechanism in place to theextent in the manner and subject to the reporting made hereinafter:

1. We have examined the books papers minute books forms and returns filed and otherrecords maintained by

ASTRA MICROWAVE PRODUCTS LIMITED (“The Company”) for the financial yearended on 31-03-2017

according to the provisions of: i. The Companies Act 2013 (the Act) and the Rules madethereunder; ii. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the Rulesmade thereunder; iii. The Depositories Act 1996 and the Regulations and Bye-laws framedthereunder; iv. Foreign Exchange Management Act 1999 and the Rules and Regulations madethereunder;

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India

Act 1992 ('SEBI Act') :

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers)

Regulations 2011;

b. SEBI (Prohibition of Insider Trading) Regulations 2015

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements)

Regulations 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock

Purchase Scheme) Guidelines 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009;

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

i. Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

vi. The Payment of Wages Act 1936

vii. The Minimum Wages Act 1948

viii. Employees Provident Fund and Misc. Provisions Act 1952

ix. Employees State Insurance Act1948

x. Income Tax Act 1961

xi. Payment of Gratuity Act1972

xii. Telangana Value added tax

xiii. Finance Act 1944 (Service Tax)

xiv. The Insurance Act 1938 [AS AMENDED BY INSURANCE (AMENDMENT) ACT 2002]

xv. The Payment of Bonus Act 1965

xvi. Negotiable Instrument Act 1881

xvii. Water (Prevention & Control of Pollution) Act 1974 and rules there under

xviii. Air (Prevention & Control of Pollution) Act 1981 and rules there under

xviii. Water (Prevention & Control of Pollution) Act 1974 and rules thereunder

xix. The Environment (Protection) Act 1986

xx. Customs Act 1962

xxi. Newspaper Publications

xxii. Central Excise Act 1944

xxiii. The Factories Act 1948

xxiv. The Workmen's Compensation Act 1923

xxv. The Shops and establishment Act

2. We have also examined compliance with the applicable clauses of the ListingAgreements entered into by the Company with the BSE Limited National Stock Exchange ofIndia Limited.

3. We further report that the Company has in my opinion complied with the provisionsof the Companies Act 2013 and the Rules made under that Act as notified by Ministry ofCorporate Affairs and the Memorandum and Articles of Association of the Company withregard to:

i. Closure of the Register of Members.

ii. Forms returns documents and resolutions required to be filed with the Registrarof Companies and the Central Government;

iii. Service of documents by the Company on its Members Auditors and the Registrar ofCompanies;

iv. Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.

v. The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

vi. Approvals of the Members the Board of Directors the Committees of Directors andthe government authorities wherever required;

vii. Payment of remuneration to Directors including the Managing Director andWhole-time Directors viii. Appointment and remuneration of Statutory Auditors; ix.Declaration and payment of dividends;

x. Transfer of certain amounts as required under the Act to the Investor Education andProtection Fund and uploading of details of unpaid and unclaimed dividends on the websitesof the Company and the Ministry of Corporate Affairs;

xi. Borrowings and registration modification and satisfaction of charges whereverapplicable; xii. Investment of the Company's funds including investments and loans toothers; xiii. Format of Balance Sheet and statement of profit and loss is as per ScheduleIII of the Companies Act 2013 xiv. Report of the Board of Directors as per Section 134 ofthe Companies Act 2013

xv. The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Code ofBusiness Conduct & Ethics for Directors and Management Personnel;

4. We further report that:

i. The Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited National Stock Exchange of India Limited;

ii. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) (Amendment) Regulations 2013; including the provisions with regard todisclosures and maintenance of records required under the said Regulations;

iii. The Company has complied with the provisions of the Securities and Exchange Boardof India (Prohibition of Insider Trading) Regulations 1992 including the provisions withregard to disclosures and maintenance of records required under the said Regulations;

iv. The Company has complied with the provisions of the Securities Contracts(Regulation) Act 1956 and the Rules made under that Act with regard to maintenance ofminimum public shareholding.

v. There was no prosecution initiated and no fines or penalties were imposed during theyear under review under the Companies Act SEBI Act SCRA Depositories Act ListingAgreement and Rules Regulations and Guidelines framed under these Acts against / on theCompany its Directors and Officers.

5. We Further Report That:

i. The Company is paying wages to all employees as per the provisions of Minimum WagesAct 1948 and The Payment of Wages Act 1936.

ii. The Company is paying bonus to all employees as per the provisions of The Paymentof Bonus Act1965 and all returns are filed in Required Forms as per the Act.

iii. The Company has obtained consent of Telangana State Pollution Control Board asper the provision of Water (Prevention & Control of Pollution) Act 1974 and ;

iv. The Company is regular in paying all statutory dues like PF ESI Sales tax VATService tax etc.

v. The Company is regular in payment of gratuity as per the rules of the Payment ofGratuity Act 1972.

vi. The Company has filed return as per The Factories Act 1948.

vii. The Company is regular in publishing Audited and Unaudited Financial Result.

viii. The Company has renewed the Insurance Policy under Employees State Insurance Act1948.

ix. The Company has renewed the Policy with LIC for Gratuity under Payment of GratuityAct 1972.

x. The Company Website is well acquainted with all statutory required information.

6. We further report that based on the information received and records maintainedthere are adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.

For L. D. Reddy & C o.

Company Secretaries

L. Dhanamjay Reddy

(Proprietor)

CP. No.3752

Place: Hyderabad

Date: 27.04.2017

ANNEXURE - 6 (i) TO THE DIRECTORS’ REPORT

Statement of particulars as per Rule 5 of Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014

(i) The ratio of the remuneration of each director to the median remuneration of

the employees of the company for the financial year:

S. No Name of the Director Ratio of the remuneration to the median remuneration of the employees
1 Dr. Shiban K Koul (Chairman) Independent Director 1.41:1
2 Mr. B.Malla Reddy (Managing Director) 16.65:1
3 Mr. P.A.Chitrakar (COO) 16.86:1
4 Mrs. C.Prameelamma Director (Technical) 16.20:1
5 Mr. S.Gurunatha Reddy (Whole-time Director & CFO) 12.73:1
6 Mr. M.Venkateshwar Reddy Director (Mktg.& Operations) 12.05:1
7 Mr. T.Ramachandru IAS (Independent Director) 1.44:1
8 Dr. G.Sabarinathan (Independent Director) @ 0.09:1
9 Prof. Arun Kumar Tiwari (Independent Director) 1.44:1
10 Mr.V.Venkata Rama Sastry (Independent Director) 1.41:1
11 Mr.B.Lakshmi Narayana Raju (Independent Director) 1.44:1

@ w.e.f. July 29 2016 Dr. G.Sabarinathan ceased to be Director of the Company.

(ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief

Executive Officer Company Secretary or Manager in the financial year

S. No Name of the Director Percentage Increase in Remuneration
1 Dr. Shiban K Koul (Chairman) Independent Director -37.14
2 Mr. B.Malla Reddy (Managing Director) -35.07%
3 Mr. P.A.Chitrakar (COO) -34.68%
4 Mrs. C.Prameelamma Director (Technical) -37.68%
5 Mr. S.Gurunatha Reddy (Whole-time Director & CFO) -15.07%
6 Mr. M.Venkateshwar Reddy Director (Mktg.& Operations) -23.06%
7 Mr. T.Ramachandru IAS (Independent Director) -35.71%
8 Mr. G.Sabarinathan (Independent Director)@ N.A
9 Prof. Arun Kumar Tiwari (Independent Director) *
10 Mr.V.Venkata Rama Sastry (Independent Director) *
11 Mr.B.Lakshmi Narayana Raju (Independent Director) *
12 Mr. T. Anjaneyulu (Company Secretary) 5.3%

@ w.e.f. July 29 2016 Dr. G.Sabarinathan ceased to be Director of the Company.

* Comparable figures are not available due to first time payment.

(iii) The percentage increase in the median remuneration of employees in the financialyear.

8%

(iv) The number of permanent employees on the rolls of Company.

There are 942 permanent employees on the rolls of the Company.

(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.

There are five Whole Time Directors in the company. There was a decrease inRemuneration paid to the

Whole Time Directors during the Financial Year ended 31st March 2017.

(vi) The Remuneration paid to Key Managerial Personnel is as per the Remunerationpolicy of the Company.

For and on behalf of the Board of Directors

Place: Hyderabad B. Malla Reddy P. A. Chitrakar
Date: 29.04.2017 Managing Director COO
DIN: 00003154 DIN: 00003213

ANNEXURE (6) (ii)TO THE DIRECTORS' REPORT

Statement of particulars of Employees pursuant of provisions of Rule 5(2) of Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014