Your Directors are pleased to present below the 25th AnnualReport along with the Consolidated and Standalone Audited Financial Statements for thefinancial year ended March 31 2020.
FINANCIAL RESULTS (Rs IN Lakhs)
|Particulars ( In ^ Lakhs) || |
|FY20 ||FY19 ||FY20 ||FY19 |
|Total Revenue ||533.71 ||647.32 ||184.31 ||180.29 |
|Profit before exceptional items and tax ||(1633.95) ||(2061.06) ||(1661.29) ||(2162.96) |
|Add/Less-Exceptional Items Income/(Expense) ||- ||- ||- ||- |
|Profit after exceptional items and before Tax ||(1633.95) ||(2061.06) ||(1661.29) ||(2162.96) |
|Less: provision for tax ||- ||- ||- ||- |
|Current tax ||- ||- ||- ||- |
|Tax adjustment relating to earlier years ||- ||- ||- ||- |
|Deferred tax (credit)/charge ||132.68 ||(2137.75) ||132.68 ||(2137.74) |
|Profit after Tax ||(1766.63) ||76.69 ||(1793.96) ||(25.21) |
|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 ||(1766.63) ||76.69 ||(1793.96) ||(25.21) |
* The previous period figures have been regrouped and/orreclassified wherever necessary to confirm with the current period presentation incompliance with Ind AS requirement.
DIVIDEND AND RESERVES
The Directors regret their inability to recommend dividend for the yearunder review due to insufficient profit.
The Company has not transferred any amounts to reserves for thefinancial year ended March 31 2020.
The Company's consolidated net revenue stood at Rs. 533.71/- Lakhsduring the Financial Year as against the total revenue of Rs. 647.32/- Lakhs during thepreceding financial year 2018-19 and the company has suffered loss after tax of Rs.1766.63/- Lakhs during the Financial Year as compared to Profit of Rs. 76.69/- Lakhsduring the preceding Financial Year 2018-19.
COMPANY'S PRODUCTS / SERVICES
Kavveri Telecom Products Limited is a leading telecom wirelesssubsystem products manufacturer providing world class hardware products and solutionsfor the Telecom Defense & Aerospace segments. Founded in 1991 Kavveri Telecomdesigns develops tests and manufactures a diverse range of wireless Telecom productsfrom concept to deployment. With over 500 R&D man-years of experience and over 20years of high paced growth Kavveri T elecom is uniquely positioned to offer an array ofworld-class products and solutions to meet product and sub-system requirements of wirelessTelecom equipment manufacturers Carriers Defence and Space clients. The Company enjoysthe status of being the largest Indian transnational manufacturer of Antennas & RFproducts with overseas offices distributed R&D and foreign acquisitions resulting inmarket access spanning four continents and is committed to meet the expectations of itsshareholding community clients business partners and employees.
CHANGES IN SHARE CAPITAL
There were no changes in the Share Capital of the Company during thefinancial year.
CAPITAL STRUCTURE OF THE COMPANY
The Authorized Share Capital of the Company as on date is ^250000000/- (Indian Rupees Twenty Five Crores only) divided into 25000000 (Two CroreFifty Lakhs only) Equity Shares of ^ 10/- (Indian Rupees Ten only) each.
The Issued Subscribed and Paid up Share Capital of the Company as ondate is ^ 201242600/- (Indian Rupees Twenty Crore Twelve Lakhs Forty Two Thousand SixHundred only) divided into 20124260 (Two Crore One Lakh Twenty Four Thousand TwoHundred Sixty only) Equity Shares of ^ 10/- (Rupees Ten only) each.
Disclosure regarding Issue of Equity Shares withDifferential Voting Rights
During the financial year under review the Company has not issuedShares with Differential Voting Rights.
Disclosure regarding issue of Employee StockOptions
During the financial year under review the Company has not issuedShares Employee Stock Options.
Disclosure regarding issue of Sweat Equity Shares
During the financial year under review the Company has not issuedSweat Equity Shares.
MATERIAL CHANGES AND COMMITMENTS
There has been no material changes and commitments affecting thefinancial performance of the Company which occurred between the end of the financial yearof the Company to which the financial statements relate and the date of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis (MD&A) Report is annexed tothis report as "Annexure I" as required under Regulation 34 of SEBI[Listing Obligations and Disclosure Requirements (LODR)] Regulations 2015 (Hereinafterreferred as SEBI (LODR) Regulations 2015).
DIRECTORS AND KEY MANAGERIAL PERSONNEL DirectorsRetiring by Rotation
In accordance with the provisions of Section 152 of the Companies Act2013 and Articles of Association of the Company Ms. Rajpeta Kasturi Hanumenthareddy isdue to retire by rotation at the forthcoming Annual General Meeting ("AGM") andbeing eligible offers herself for re-appointment. The Board recommends his reappointmentat the forthcoming AGM.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUALBASIS
The Company has received declarations from all the IndependentDirectors of your Company confirming that they meet the criteria of Independence asmentioned under sub-section (6) of Section 149 of the Companies Act 2013 and as per theSEBI (LODR) Regulations 2015 and criteria of independence from the Management.
On October 22 2019 the MCA had released the Companies (Accounts)Amendment Rules 2019 the Companies (Appointment and Qualification of Directors) FifthAmendment Rules 2019 and the Companies (Creation and Maintenance of databank ofIndependent Directors)
Rules 2019. These rules have come into force on December 1 2019 andyour Company yet to comply with these requirements.
The Policy on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes Independence of Directorand also remuneration for Key Managerial Personnel and other employees' forms part ofCorporate Governance Report of this Annual Report. The Independent Directors possess therequisite expertise and experience (including Proficiency) necessary for acting asIndependent Directors of the Company.
All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon an arm's length basis. During the year the Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions.
The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board may be accessed on theCompany's website.
Your Directors draw attention of the members to Note to the financialstatement which sets out related party disclosures.
Appointment/cessation/ Resignation of Directors:
Mr. Y BHASKAR RAO an Independent Director of the Company hasresigned from the Board with effect from July 22 2019.
Investor Education and Protection Fund (IEPF)
Pursuant to the applicable provisions of the Companies Act 2013 readwith the IEPF Authority Accounting Audit Transfer and Refund) Rules 2016 (theIEPF Rules) 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 nottransferred the unclaimed and unpaid dividends. Further no shares were transferred as perthe requirements of the IEPF rules.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory cost and secretarial auditors and external consultant(s) including audit ofinternal financial controls over financial reporting by the Statutory Auditors and thereviews performed by Management and the relevant Board Committees including the AuditCommittee and Risk Management Committee the Board is of the opinion that theCompany's internal financial controls were adequate and effective during the FY20.
Accordingly pursuant to the provisions of Section 134(3)(c) andSection 134(5) of the Companies Act 2013 the Board of Directors to the best of itsknowledge and ability report that:
the applicable accounting standards have been followed in thepreparation of the financial statements along with proper explanations relating tomaterial departures if any;
they 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 2020 andof the profit of the Company for the year ended on that date;
they have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
they have prepared the annual accounts on a going concern basis;
they have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively; and
they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
During the financial year your Company has not invited/ accepted anyPublic Deposits pursuant to the provisions of Chapter V of the Companies Act 2013.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATECOMPANIES
The details of Subsidiaries are mentioned elsewhere in this AnnualReport.
Pursuant to Ministry of Corporate Affair's Circular No. 2/2011dated 08.02.2011 since the company is presenting consolidated financial statement ofHolding and Subsidiary companies the individual financial statements of the subsidiariesare not presented separately.
The consolidated financial statement has been prepared in strictcompliance with applicable Accounting Standards and where applicable Requirements asprescribed by the Security and Exchange Board of India. The company do undertake thatannual report that annual accounts of the subsidiary companies and the related detailedinformation shall be made available to shareholders of the holding and subsidiarycompanies seeking such information at any point of time. Annual accounts of the subsidiarycompanies are also kept for inspection by any shareholders in the head office (i.e.Registered Office) of the company and of the subsidiary companies.
The consolidated Financial figures for the Financial Year ending on31st March 2020 are not comparable with the Financial figures for the Financial Yearending on 31st March 2020 as the Financial figures for the Financial Year ending on 31stMarch 2020 do not include one of the subsidiaries i.e Kavveri Telecom InfrastructureLimited due to the reason that National Company Law Tribunal (NCLT) had initiatedCorporate Insolvency Resolution Process under the provisions of the Insolvency andBankruptcy Code 2016 (the Code) in respect of Kavveri Telecom Infrastructure Limitedsubsidiary of the Company and has appointed Interim Resolution Professional to carry outthe functions as mentioned under the Code and the functions of the Board of thesubsidiary are suspended.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details of Loans and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the Notes to the Financial Statementsforming part of Annual Report. The Company has not provided any loans and guaranteesduring the Financial Year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS
During the financial year under review there were no significant andmaterial orders passed by the Regulators or Courts or Tribunals impacting the goingconcern status of the Company and its future operations.
CHANGE IN THE NATURE OF BUSINESS
There were no changes in the nature of business of the Company duringthe financial year ended on 31st March 2020.
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015 the Board had adopted a formal mechanism for evaluating its performanceand that of its Committees and Directors including the Chairman of the Board. During thefinancial year the evaluation exercise was carried out through a structured evaluationprocess covering various aspects of the functioning of the Board and Committees such astheir composition 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 wereevaluated on parameters such as contribution at the meetings independent judgmentattendance and other relevant aspects. The Board was satisfied with the evaluationresults which reflected the overall engagement of the Board Committees and the Directorsof the Company.
Further SEBI (LODR) (Amendment) Regulations 2018 has changed theevaluation criteria of Independent Directors from April 1 2019. As per the amendmentevaluation of Independent Directors by the entire Board shall include:
(a) Performance of Directors and
(b) Fulfilment of independence criteria as specified in SEBI (LODR)Regulations 2015 and their independence from the Management.
Pursuant to Regulation 34 (3) read with Schedule V(C) of SEBI (LODR)Regulations 2015 a report on Corporate Governance and the Certificate as required underSchedule V Part C(10) (i) of SEBI (LODR) Regulations 2015 from CS Guruprasada BhatPracticing Company Secretary regarding compliance of conditions of Corporate Governanceis annexed as "Annexure II and Annexure III" which forms part of thisreport. Further in compliance with the Listing Regulations your Board has adhered to theCorporate Governance Code.
As required by SEBI (LODR) (Amendment) Regulations 2018 'AnnualSecretarial Compliance Report' issued by CS Guruprasada Bhat Practicing CompanySecretary for the financial year ended 31stMarch 2020 is annexed as AnnexureIV " which forms part of this report.
COMPLIANCE WITH THE CODE OF CONDUCT
A declaration signed by the Managing Director affirming compliance withthe Company's Code of Conduct by your Directors and Senior Management of yourCompany for the financial year under review as required under SEBI (LODR) Regulations2015 is annexed as "Annexure V" and forms part of this report.
WHISTLE-BLOWER POLICY/VIGIL MECHANISM
The Board of Directors of the company are committed to maintain thehighest standard of honesty openness and accountability and recognize that employees haveimportant role to play in achieving the goal. As a public company the integrity of thefinancial matters of the Company and the accuracy of financial information is paramount.The stakeholders of the Company and the financial markets rely on this information to makedecisions. For these reasons the Company must maintain workplace where it can retain andtreat all complaints concerning questionable accounting practices internal accountingcontrols or auditing matters or concerning the reporting of fraudulent financialinformation to our shareholders the Government or the financial markets. The employeesshould be able to raise these free of any discrimination retaliation or harassment.Pursuant to the policy employees are encouraged to report questionable accountingpractices to Mr. L R Venugopal Chairman of Audit Committee through email or bycorrespondence through post.
FAMILIARISATION PROGRAMME FOR INDEPENDENTDIRECTORS
Pursuant to the Companies Act 2013 and Provisions of SEBI (LODR)Regulations 2015 the Company has formulated a programme for familiarising the IndependentDirectors with the company their roles rights responsibilities in the company natureof the industry in which the company operates business model of the company etc throughvarious initiatives.
STATUTORY AUDITORS & THEIR REPORT:
Members of the Company in their Annual General Meeting held on 30thSeptember 2019 had appointed M/s. P. Murali & Co. Chartered Accountants asStatutory Auditors of the Company for a period of three Years i.e. from 2019-20 to2021-22. Earlier P Murali & Co. had acted as the Statutory Auditors of the Companyfor 2012-13 & 2018-19.
REPORTING OF FRAUDS
There was no instance of fraud during the financial year under reviewwhich required the Statutory Auditors to report to the Audit Committee and / or the Boardas required under Section 143(12) of the Act and Rules framed thereunder.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report is obtained by the company and forms part of this Annual report.
Disclosures pursuant to The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are forms part of theBoard's Report.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company forms part of the Board's Report.
Cost Audit is not applicable as your industry is not within the purviewof cost audit
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls withreference to financial statements. Periodic audits are undertaken on a continuous basiscovering all the operations i.e. manufacturing sales & distribution marketingfinance etc. Reports of internal audits are reviewed by management from time to time anddesired actions are initiated to strengthen the control and effectiveness of the system.
PARTICULARS OF DISCLOSURES AS REQUIRED UNDERSECTION 197 OF THE COMPANIES ACT 2013
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The details pertaining to criteria for determiningqualifications positive attributes and independence of a Director and remuneration policyhave been provided in Section of the attached Corporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line withthe requirements of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal committee has been set up to redress the complaintsreceived regarding sexual harassment at workplace. All employees including trainees arecovered under this policy.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company believes in addressing the needs of the underprivilegedand is committed to serving them. Your Company aims to full fill its socialresponsibilities by being actively involved in a variety of public service projectsserving underprivileged groups.
PERSONNEL / INDUSTRIAL RELATIONS
The relationship between the management and the staff was very cordialthroughout the year under review. Your Directors take this opportunity to record theirappreciation for the cooperation and loyal services rendered by the employees.
During the year your Directors have constituted a Risk ManagementCommittee which has been entrusted with the responsibility to assist the Board in (a)Overseeing and approving the Company's enterprise wide risk management framework; and(b) Overseeing that all the risks that the organization faces such as strategicfinancial credit market liquidity security property IT legal regulatoryreputational and other risks have been identified and assessed and there is an adequaterisk management infrastructure in place capable of addressing those risks. A Group RiskManagement Policy was reviewed and approved by the Committee.
The Company managers monitors and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives. TheCompany's management systems organisational structures processes standards codeof conduct and behaviours together form the Reliance Management System (RMS) that governshow the Group conducts the business of the Company and manages associated risks.
The Company has introduced several improvements to IntegratedEnterprise Risk Management Internal Controls Management and Assurance Frameworks andprocesses to drive a common integrated view of risks optimal risk mitigation responsesand efficient management of internal control and assurance activities. This integration isenabled by all three being fully aligned across Group wide Risk Management InternalControl and Internal Audit methodologies and processes
EXTRACT OF THE ANNUAL RETURN
An extract of the annual return as per Form MGT - 9 is enclosed in "AnnexureVI" to the Board's Report.
NUMBER OF BOARD MEETINGS
The Board of Directors met 6 (Six) times during the financial year2019-20. The details of the Board meetings and the attendance of the Directors areprovided in the Corporate Governance Report.
The Agenda of the Meeting is circulated to the Directors in advance.Minutes of the Meetings of the Board of Directors are circulated amongst the Members ofthe Board for their perusal and approval.
COMMITTEES OF BOARD OF DIRECTORS
Details of memberships and attendance of various Committee Meetings ofthe Company are given in the Corporate Governance Report.
COMPLIANCE WITH THE APPLICABLE SECRETARIALSTANDARDS
The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Board Meetings and Annual General Meetings.
Your Directors place on record their appreciation for the support andassistance received from customers investors business associates bankers vendorsregulatory and governmental authorities. Your Directors also wish to place on record theirgratitude to the shareholders for their continued trust confidence and express itssincere appreciation to all employees for their teamwork and contributions during thefinancial year.
|For and on behalf of the Board of Directors of || || |
|KAVVERI TELECOM PRODUCTS LIMITED || || |
|Sd/- ||Sd/- || |
|CHENNAREDDY SHIVAKUMARREDDY ||RAJPETA ||KASTURI |
|Chairman Managing Director ||HANUMENTHAREDDY ||Director |
|DIN:01189348 ||(Operations) || |
|Address: PLOT NO.31-36 1ST FLOOR1ST ||DIN:00291851 || |
|MAIN 2ND STAGE ARAKERE MICO LAYOUT BANNERGHATTA ROAD BANGALORE KA 560076 || |
Address: PLOT NO.31-36 1ST FLOOR1ST MAIN 2ND STAGE ARAKERE MICO LAYOUT BANNERGHATTA ROAD BANGALORE KA 560076
|Bengaluru || || |
|December 08 2020 || || |