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Kavveri Telecom Products Ltd.

BSE: 590041 Sector: Telecom
NSE: KAVVERITEL ISIN Code: INE641C01019
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OPEN 10.10
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VOLUME 10530
52-Week high 19.28
52-Week low 5.75
P/E
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Kavveri Telecom Products Ltd. (KAVVERITEL) - Director Report

Company director report

Your Directors are pleased to present below the 26th Annual Report along with theConsolidated and Standalone Audited Financial Statements for the financial year endedMarch 31 2021.

FINANCIAL RESULTS ( IN Lakhs):

Consolidated Standalone*
Particulars ( In Lakhs) FY21 FY20 FY21 FY20
Total Revenue 517.63 533.71 76.57 184.31
Profit before exceptional items and tax (1686.47) (1633.95) (1649.56) (1661.29)
Add/Less-Exceptional Items Income/(Expense) - - - -
Profit after exceptional items and before Tax (1686.47) (1633.95) (1649.56) (1661.29)
Less: provision for tax - - - -
Current tax - - - -
Tax adjustment relating to earlier years - - - -
Deferred tax (credit)/charge 43.35 132.68 43.35 132.68
Profit after Tax (1643.12) (1766.63) (1606.21) (1793.96)
Other comprehensive income for the year net of tax - - - -
Total comprehensive income for the year - - - -
Add: balance brought forward from previous year - - - -
Total available for appropriation - - - -
Interim dividend - - - -
Dividend distribution tax - - - -
Share based compensation adjustment - - - -
Balance transferred to Balance Sheet (1643.12) (1766.63) (1606.21) (1793.96)

* The previous period figures have been regrouped and/or reclassified wherevernecessary to confirm with the current period presentation in compliance with Ind ASrequirement.

DIVIDEND AND RESERVES:

The Directors regret their inability to recommend dividend for the year under reviewdue to insufficient profit.

The Company has not transferred any amounts to reserves for the financial year endedMarch 31 2021.

OPERATING RESULTS:

The Company's consolidated net revenue stood at Rs. 517.63/- Lakhs during the FinancialYear as against the total revenue of Rs. 533.71/- Lakhs during the preceding financialyear 2019-20 and the company has suffered loss after tax of Rs. 1643.12/- Lakhs during the

Financial Year as compared to Profit of Rs. 1766.63/- Lakhs during the precedingFinancial Year 2019-20.

COMPANY'S PRODUCTS / SERVICES:

Kavveri Telecom Products Limited is a leading telecom wireless subsystem productsmanufacturer providing world class hardware products and solutions for the TelecomDefense & Aerospace segments. Founded in 1996 Kavveri Telecom designs developstests and manufactures a diverse range of wireless Telecom products from concept todeployment. With over 500 R&D man-years of experience and over 20 years of high pacedgrowth Kavveri Telecom is uniquely positioned to offer an array of world-class productsand solutions to meet product and sub-system requirements of wireless Telecom equipmentmanufacturers Carriers Defence and Space clients. The Company enjoys the status of beingthe largest Indian transnational manufacturer of Antennas & RF products with overseasoffices distributed R&D and foreign acquisitions resulting in market access spanningfour continents and is committed to meet the expectations of its shareholding communityclients business partners and employees.

CHANGESIN SHARE CAPITAL:

There were no changes in the Share Capital of the Company during the financial year.

CAPITAL STRUCTURE OF THE COMPANY:

The Authorized Share Capital of the Company as on date is 250000000/- (Indian RupeesTwenty Five Crores only) divided into 25000000 (Two Crore Fifty Lakhs only) EquityShares of 10/- (Indian Rupees Ten only) each.

The Issued Subscribed and Paid up Share Capital of the Company as on date is201242600/- (Indian Rupees Twenty Crore Twelve Lakhs Forty Two Thousand Six Hundredonly) divided into 20124260 (Two Crore One Lakh Twenty Four Thousand Two Hundred Sixtyonly) Equity Shares of 10/- (Rupees Ten only) each.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:

During the financial year under review the Company has not issued Shares withDifferential Voting Rights.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

During the financial year under review the Company has not issued Shares EmployeeStock Options.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

During the financial year under review the Company has not issued Sweat Equity Shares.

MATERIAL CHANGES AND COMMITMENTS:

There has been no material changes and commitments affecting the financial performanceof the Company which occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis (MD&A) Report is annexed to this report as "AnnexureI" as required under Regulation 34 of SEBI [Listing Obligations and DisclosureRequirements (LODR)] Regulations 2015 (Hereinafter referred as SEBI (LODR) Regulations2015).

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Chennareddy Shivakumarreddy is due to retireby rotation at the forthcoming Annual General Meeting ("AGM") and beingeligible offers himself for re-appointment. The Board recommends his reappointment at theforthcoming AGM.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of yourCompany confirming that they meet the criteria of Independence as mentioned undersubsection (6) of Section 149 of the Companies Act 2013 and as per the SEBI (LODR)Regulations 2015 and criteria of independence from the Management.

On October 22 2019 the MCA had released the Companies (Accounts) Amendment Rules2019 the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules2019 and the Companies (Creation and Maintenance of databank of Independent Directors)Rules 2019. These rules have come into force on December 1 2019 and your Company yet tocomply with these requirements.

The Policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes Independence of Director and alsoremuneration for Key Managerial Personnel and other employees' forms part of CorporateGovernance Report of this Annual Report. The Independent Directors possess the requisiteexpertise and experience (including Proficiency) necessary for acting as IndependentDirectors of the Company.

DIRECTORS' INTEREST:

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.

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

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

APPOINTMENT/CESSATION/ RESIGNATION OF DIRECTORS:

The board of Director's of the Company is duly constituted and there were no changestook place in the Board of Directors during the financial year. However following are thechanges took place in the financial ear 2021-2022.

Mr. Keerthi Narayan having Director Identification Number 06745995 who was appointedas an Additional Director (Non-Executive & Independent) of the Company by the Boardof Directors with effect from 30th June 2021. The office of said Additional Director ofthe Company will expire at the ensuing Annual General Meeting.

Mr. Gajanan Bhat having Director Identification Number 09168730 who was appointed asan Additional Director (Non-Executive & Independent) of the Company by the Board ofDirectors with effect from 30th June 2021. The office of said Additional Director of theCompany will expire at the ensuing Annual General Meeting.

The board has recommended their candidature to the office of Director of the company intheir board meeting held on 03rd September 2021. The appointment of Directors other thanretiring Director requires the consent of the members by passing Ordinary Resolution.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the Rules the shares on which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the demat account of the IEPF Authority. During the year the Company has transferredthe unclaimed and unpaid dividends to IEPF. Further no shares were transferred as per therequirements of the IEPF rules.

DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory costand secretarial auditors and external consultant(s) including audit of internal financialcontrols over financial reporting by the Statutory Auditors and the reviews performed by

Management and the relevant Board Committees including the Audit Committee and RiskManagement Committee the Board is of the opinion that the Company's internal financialcontrols were adequate and effective during the FY21.

Accordingly pursuant to the provisions of Section 134(3)(c) and Section 134(5) of theCompanies Act 2013 the Board of Directors to the best of its knowledge and abilityreport that:

• the applicable accounting standards have been followed in the preparation of thefinancial statements along with proper explanations relating to material departures ifany;

• they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2021 and of the loss of theCompany for the year ended on that date;

• they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

• they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

DEPOSITS:

During the financial year your Company has not invited/ accepted any Public Depositspursuant to the provisions of Chapter V of the Companies Act 2013.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The details of Subsidiaries are mentioned elsewhere in this Annual Report.

Pursuant to Ministry of Corporate Affair's Circular No. 2/2011 dated 08.02.2011 sincethe company is presenting consolidated financial statement of Holding and Subsidiarycompanies the individual financial statements of the subsidiaries are not presentedseparately.

The consolidated financial statement has been prepared in strict compliance withapplicable Accounting Standards and where applicable Requirements as prescribed by theSecurity and Exchange Board of India. The company do undertake that annual report thatannual accounts of the subsidiary companies and the related detailed information shall bemade available to shareholders of the holding and subsidiary companies seeking suchinformation at any point of time. Annual accounts of the subsidiary companies are alsokept for inspection by any shareholders in the head office (i.e. Registered Office) ofthe company and of the subsidiary companies.

The consolidated Financial figures for the Financial Year ending on 31st March 2021 arenot comparable with the Financial figures for the Financial Year ending on 31st March2020 as the Financial figures for the Financial Year ending on 31st March 2021 do notinclude one of the subsidiaries i.e Kavveri Telecom Infrastructure Limited due to thereason that National Company Law Tribunal (NCLT) had initiated Corporate InsolvencyResolution Process under the provisions of the Insolvency and Bankruptcy Code 2016 (theCode) in respect of Kavveri Telecom Infrastructure Limited subsidiary of the Company andhas appointed Interim Resolution Professional to carry out the functions as mentionedunder the Code and the functions of the Board of the subsidiary are suspended and thesaid company is under liquidation.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of Loans and Investments covered under the provisions of Section 186 of theCompanies Act 2013 are given in the Notes to the Financial Statements forming part ofAnnual Report. The Company has not provided any loans and guarantees during the FinancialYear.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the financial year under review there were no significant and material orderspassed by the Regulators or Courts or Tribunals impacting the going concern status of theCompany and its future operations.

CHANGE IN THE NATURE OF BUSINESS:

There were no changes in the nature of business of the Company during the financialyear ended on 31st March 2021.

EVALUATION OF THE BOARD'S PERFORMANCE:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the Board had adopted a formal mechanism for evaluating its performance and that ofits Committees and Directors including the Chairman of the Board. During the financialyear the evaluation exercise was carried out through a structured evaluation processcovering various aspects of the functioning of the Board and Committees such as theircomposition experience & competencies performance of specific duties &obligations governance issues etc. A separate exercise was carried out to evaluate theperformance of each individual Director including the Board's Chairman who were evaluatedon parameters such as contribution at the meetings independent judgment attendance andother relevant aspects. The Board was satisfied with the evaluation results whichreflected the overall engagement of the Board Committees and the Directors of theCompany.

Further SEBI (LODR) (Amendment) Regulations 2018 has changed the evaluation criteriaof Independent Directors from April 1 2019. As per the amendment evaluation ofIndependent Directors by the entire Board shall include:

(a) Performance of Directors and

(b) Fulfilment of independence criteria as specified in SEBI (LODR) Regulations 2015and their independence from the Management.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34 (3) read with Schedule V(C) of SEBI (LODR) Regulations 2015a report on Corporate Governance and the Certificate as required under Schedule V Part C(10) (i) of SEBI (LODR) Regulations 2015 from CS Guruprasada Bhat Practicing CompanySecretary regarding compliance of conditions of Corporate Governance is annexed as "AnnexureII and Annexure III" which forms part of this report. Further in compliance withthe Listing Regulations your Board has adhered to the Corporate Governance Code.

As required by SEBI (LODR) (Amendment) Regulations 2018 ‘Annual SecretarialCompliance Report' issued by CS Guruprasada Bhat Practicing Company Secretary for thefinancial year ended 31stMarch 2021 is annexed as "Annexure IV " whichforms part of this report.

COMPLIANCE WITHTHECODE OF CONDUCT:

A declaration signed by the Managing Director affirming compliance with the Company'sCode of Conduct by your Directors and Senior Management of your Company for the financialyear under review as required under SEBI (LODR) Regulations 2015 is annexed as "AnnexureV" and forms part of this report.

WHISTLE-BLOWER POLICY/VIGIL MECHANISM

The Board of Directors of the company are committed to maintain the highest standard ofhonesty openness and accountability and recognize that employees have important role toplay in achieving the goal. As a public company the integrity of the financial matters ofthe Company and the accuracy of financial information is paramount. The stakeholders ofthe Company and the financial markets rely on this information to make decisions. Forthese reasons the Company must maintain workplace where it can retain and treat allcomplaints concerning questionable accounting practices internal accounting controls orauditing matters or concerning the reporting of fraudulent financial information to ourshareholders the Government or the financial markets. The employees should be able toraise these free of any discrimination retaliation or harassment. Pursuant to the policyemployees are encouraged to report questionable accounting practices to Mr. L R VenugopalChairman of Audit Committee through email or by correspondence through post.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the Companies Act 2013 and Provisions of SEBI (LODR) Regulations 2015 theCompany has formulated a programme for familiarising the Independent Directors with thecompany their roles rights responsibilities in the company nature of the industry inwhich the company operates business model of the company etc through various initiatives.

STATUTORY AUDITORS & THEIR REPORT:

Members of the Company in their Annual General Meeting held on 30th September 2019 hadappointed M/s. P. Murali & Co. Chartered Accountants as Statutory Auditors of theCompany for a period of three Years i.e. from 2019-20 to 2021-22. Earlier P Murali &Co. had acted as the Statutory Auditors of the Company for 2012-13 to 2018-19.

Statutory Auditors' in their consolidated audit report qualified the following points.

1. Material uncertainty related to Going Concern: During the year the company hasincurred a Net Loss of Rs. 1626.15 Lakhs resulting into accumulated losses of Rs.10487.78 Lakhs. The Company has obligations towards fund- based borrowings from banksaggregating to Rs 19389.83 Lakhs. There is significant decrease in revenue over the pastfew years These conditions indicate the existence of a material uncertainty that may casta-significant doubt on the Company's ability to continue — as going concern andtherefore may be unable to realize its assets and discharge its liabilities in the normalcourse of business. The ultimate outcome of these matters is at present not ascertainable.Accordingly we are unable to comment on the consequential impact if any on theaccompanying standalone financial results. Management stated that in respect ofqualification 1 above in the opinion of the management resolution and revival of theCompany is possible in foreseeable future. Rapid increase of competitors in thetelecommunication business effects the operations of the company during the previousyears. The management of the company is taking steps to improve the business in the year2021-22 and will improve the operations in the coming years. Hence the company'smanagement is of the opinion that the company is 'Going Concern' only and the accountshave been prepared accordingly.

2. In relation to carrying value of investments held in by the company to itssubsidiaries which have been incurring losses and in some of these companies net worthwas fully or substantially eroded. Taking into account the management internal assessmentand initiatives to be implemented to improve the profitability in the medium to long termthe management of the company is of the view that carrying value of investments arerealizable at the value stated in the books. In the absence of fair valuation of theseinvestments we are unable to comment upon the carrying value and thus we are unable tocomment whether any provision for impairment in the value of investments is required.Management stated that the management of the Company is in communication with suchsubsidiaries engaged in the other projects to recover the dues and cost incurred by theCompany and taking necessary steps to turnaround the loss-making subsidiary Companies.Considering the long-term nature of investments and in view of ongoing discussion noprovision has been considered necessary by the management in respect of impairment in thevalue of investment.

3. The Company is defaulted in repayment of dues to Banks for the year endedn31stMarch 2021. All the loans outstanding were classified as NPA by the Banks. The balanceoutstanding as at 31.03.2021 is Rs. 19389.83 Lakhs (Including Principal and InterestProvisions on the loans but excluding Penal Interest if any) as per books of account. Inthe absence of confirmation of balances from banks we are unable to ascertain the actualdues to Banks as at 31.03.2021. Management stated that In respect of qualification abovethe company has approached Edelweiss ARC Ltd for One Time Settlement (OTS) in February2018 with an offer of Rs 1 crore with providing cooperation for sale of the land andbuilding mortgaged for the Loan and it was accepted by Edelweiss ARC Limited. Subsequentlyafter the land and building sold by Edelweiss went back on this and the company hasapproached the Hon'ble High Court of Karnataka to enforce this OTS acceptance and theCompany is in talks with Edelweiss for finding an amicable solution.

4. In the absence of proof of physical verification of inventories during the year bythe management we are unable to comment on the discrepancies if any between the bookrecords and physical stocks of inventories (Value of inventories as per books of accountas at 31.03.2021 is Rs.5609.63 Lakhs). Management stated that generally the managementconducts the physical verification of Inventories at the end of the financial year butthis time due to COVID-19 and Lockdown situations prevailing in the country we couldn'tconduct the physical verification before the balance sheet date. The management believesthat there are no discrepancies between the book records and physical stocks ofInventories. Further the Management believes that no item of inventory has a netrealizable value in the ordinary course of business which is less than the amount at whichit is included in the inventories as per books of accounts.

5. In the absence of proof of physical verification of Property Plant and Equipmentduring the year by the management we are unable to comment on the discrepancies if anybetween the book records and physical stocks. (Net Block of PPE of Rs.631.14 lakhs as perbooks of account as at 31.03.2021). Management stated that generally the managementconducts the physical verification of Property Plant and Equipment at the end of thefinancial year but this time due to COVID-19 and Lockdown situations prevailing in thecountry we couldn't conduct the physical verification before the balance sheet date. Themanagement believes that there are no discrepancies between the book records and physical.Further the Management believes that no item of Property Plant and Equipment has a netrealizable value in the ordinary course of business which is less than the amount at whichit is included in the Property Plant and Equipment as per books of accounts.

6. The Company has long pending undisputed statutory dues towards ESI PF & TDS(Net Payable of Rs.161.41Lakhs as per books of account as at 31.03.2021). Managementstated that in respect of qualification above the company is facing extreme financialcrunch and due to insufficient working capital requirements the company is unable todischarge its statutory dues However the company will discharge the dues of PF ESI andGST soon.

7. In the absence of trade receivables and varies advances we are unable to comment onthe extent to which balances are recoverable. Management stated that In respect ofqualification above the company has followed-up with the parties. Even after severalattempts made by it to reach parties they neither did turn up nor send back theconfirmation. The Management believes that no material adjustments would be required inbooks of account upon receipt of these confirmations.

8. In the absence of confirmations of Trade Payables and various advances/borrowingswe are unable to comment on the extent to which such balances are payable. Managementstated that In respect of qualification above the company has followed-up the parties.Even after several attempts made by it to reach parties they neither did turn up nor sendback the confirmation. The Management believes that no material adjustments would berequired in books of account upon receipt of these confirmations.

9. The company has recognised deferred tax assets on account of carried forward unusedtax losses and other taxable temporary differences for the year amounting to Rs. 1984.44Lakhs. The management of the company is confident that sufficient future taxable incomewill be available against which such deferred tax assets would get adjusted. However inour opinion in absence of convincing evidence that sufficient future taxable income willbe available against which such deferred tax - assets would get adjusted such recognitionis not in accordance with Indian Accounting Standard 12 "Income Taxes" (Ind AS12"). Management stated that In respect of qualification above the Management ofthe Company is confident that sufficient future taxable income will be available againstwhich such deferred tax assets will be realized.

REPORTING OF FRAUDS

There was no instance of fraud during the financial year under review which requiredthe Statutory Auditors to report to the Audit Committee and / or the Board as requiredunder Section 143(12) of the Act and Rules framed thereunder.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial AuditReport is obtained by the company and forms part of this Annual report.

Disclosures pursuant to The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are forms part of the Board's Report.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyforms part of the Board's Report.

COST AUDIT

Cost Audit is not applicable as your industry is not within the purview of cost audit

INTERNAL FINANCIAL CONTROL

The Company has in place with adequate internal financial controls with reference tofinancial statements. Periodic audits are undertaken on a continuous basis covering allthe operations i.e. manufacturing sales & distribution marketing finance etc.Reports of internal audits are reviewed by management from time to time and desiredactions are initiated to strengthen the control and effectiveness of the system.

PARTICULARSOF DISCLOSURESAS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT2013

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The details pertaining to criteria for determining qualifications positiveattributes and independence of a Director and remuneration policy have been provided inSection of the attached Corporate Governance Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. An Internal committee has been set up to redress the complaints received regardingsexual harassment at workplace. All employees including trainees are covered under thispolicy.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes in addressing the needs of the underprivileged and is committedto serving them. Your Company aims to full fill its social responsibilities by beingactively involved in a variety of public service projects serving underprivileged groups.

PERSONNEL / INDUSTRIAL RELATIONS

The relationship between the management and the staff was very cordial throughout theyear under review. Your Directors take this opportunity to record their appreciation forthe cooperation and loyal services rendered by the employees.

RISK MANAGEMENT

During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Company's enterprise wide risk management framework; and (b) Overseeing that all therisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks have beenidentified and assessed and there is an adequate risk management infrastructure in placecapable of addressing those risks. A Group Risk Management Policy was reviewed andapproved by the Committee.

The Company managers monitors and reports on the principal risks and uncertaintiesthat can impact its ability to achieve its strategic objectives. The Company's managementsystems organisational structures processes standards code of conduct and behaviourstogether form the Reliance Management System (RMS) that governs how the Group conducts thebusiness of the Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across Group wide Risk Management Internal Control andInternal Audit methodologies and processes

NUMBER OF BOARD MEETINGS

The Board of Directors met 6 (Six) times during the financial year 2020-21. The detailsof the Board meetings and the attendance of the Directors are provided in the CorporateGovernance Report.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of theMeetings of the Board of Directors are circulated amongst the Members of the Board fortheir perusal and approval.

COMMITTEES OF BOARD OF DIRECTORS

Details of memberships and attendance of various Committee Meetings of the Company aregiven in the Corporate Governance Report.

COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS

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

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the support and assistancereceived from customers investors business associates bankers vendors regulatory andgovernmental authorities. Your Directors also wish to place on record their gratitude tothe shareholders for their continued trust confidence and express its sincereappreciation to all employees for their teamwork and contributions during the financialyear.

For and on behalf of the Board of Directors of
KAVVERI TELECOM PRODUCTS LIMITED
Sd/- Sd/-
CHENNAREDDY SHIVAKUMARREDDY RAJPETAKASTURI HANUMENTHAREDDY
Chairman Managing Director Director (Operations)
DIN: 01189348 DIN: 00291851
Address: PLOT NO.31-36 1ST FLOOR1ST Address: PLOT NO.31-36 1ST FLOOR1ST
MAIN 2ND STAGE ARAKERE MICO LAYOUT MAIN 2ND STAGE ARAKERE MICO LAYOUT
BANNERGHATTA ROAD BANGALORE KA BANNERGHATTA ROAD BANGALORE KA
560076 560076
Bengaluru
September 03 2021

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