The Members of
 AISHWARYA TELECOM LIMITED,
 
 The Directors have pleasure in presenting their Sixteenth Annual
 Report together with the Audited Accounts for the year ended 31st March
 2011.
 
 REVIEW OF OPERATIONS:
 
 During the year under review, your company has recorded a Profit after
 Tax (PAT) of Rs. 2.15 Crores (previous year Rs. 6.21 Crores).
 
 During the year under review, your company has achieved an increased
 Turnover of Rs. 36.02 Crores inspite of economy slowdown when compared
 to the previous year turnover of Rs. 42.98 Crores.
 
 FINANCIAL RESULTS :
 
                                                (Rupees in Thousands) 
 
 Particulars                        Current Year        Previous Year
 
 Income from operations
 
 Sales                          360223         -     429775         -
 
 Increase in stocks               8041         -      29755         -
 
 Other Income                     9663    377928      16599    476129
 
 Expenditure
 
 a) Trade Purchases             256904         -     274852         -
 
 b) Manufacturing Expenses       30380         -      64829         -
 
 c) Payment & Benefits to 
    Employees                    15606         -      14049         -
 
 d) Administrative Expenses      32203    335093      37080    390810
 
 Profit before Depreciation 
 and Interest                        -     42835          -     85319
 
 Financial Charges                   -     10411          -      8513
 
 Depreciation                        -      8183          -      7852
 
 Net profit for the year             -     24241          -     68954
 
 Add: prior period adjustment        -         0          -      1308
 
 Net Profit for the year 
 before tax                          -     24241          -     70262
 
 Provision for Taxation              -      2704          -      8152
 
 Profit After Tax                    -     21537          -     62110
 
 Add: Balance brought from 
 previous year                       -    142399          -     88058
 
 Balance available for 
 appropriation                       -    163936          -    150168
 
 Appropriations:
 
 Transfer to General Reserve         -       538          -      1553
 
 Proposed Dividend                   -      2156          -      5331
 
 Income Tax on Dividend              -       358          -       885
 
 Balance Carried to Balance Sheet    -    160883          -    142399
 
 Earnings per share                  -      1.00          -      2.91
 
 No.of Equity Shares (weighted 
 Avg.)                               -  21563942          -  21323942
 
 
 DIVIDEND :
 
 Your directors recommend a dividend of Rs. 0.10 ps per equity share for
 your approval.
 
 Information in respect of such unclaimed dividends due for transfer to
 the Investor Education and Protection Fund (IEPF) is as follows :
 
 Financial  Type of    Dividend   Date of Declaratin  Due Date for 
 Year       Dividend   rate %                         transfer to 
                                                      IEPF
 
 2009-10    Final      5%         22nd Sept,2010      Nil
 
 2008-09    Final      5%         29th Sept,2009      Nil
 
 2007-08    Final      5%         29th Sept,2008      Nil
 
 
 PUBLIC DEPOSITS :
 
 Your Company has not accepted any deposits falling within the meaning
 of Sec.58A of the Companies Act, 1956 read with the Companies
 (Acceptance of Deposits) Rules, during the financial year under review.
 
 TRANSFER TO RESERVES:
 
 The company transfers Rs. 5,38,000/- to the general reserve.
 
 DIRECTORS :
 
 In accordance with the Companies Act, 1956 read with Articles of
 Association of the company
 
 The director Mr. G. Rama Krishna Reddy retires by rotation and is
 eligible for re-appointment.
 
 The director Mr. D. Venkata Subbiah retires by rotation and is eligible
 for re-appointment.
 
 Brief Profile:
 
 Mr. G. Rama Krishna Reddy, Chairman :
 
 Mr. G. Rama Krishna Reddy, aged 70 years is a graduate and a retired
 Deputy Zonal Manager of LIC Mutual Fund. After his graduation in
 economics and politics from Sri Venkateswara University, he joined as a
 Development Officer in the Life Insurance Corporation of India (LIC).
 After completion of five years of his service, he was promoted to the
 post of Assistant Branch Manager. In 1993, he was promoted to the cadre
 of Deputy Zonal Manager and posted at Zonal Office at Hyderabad and was
 in-charge of Mutual Funds. He retired as a Deputy Zonal Manager in the
 year 1995. Later, he rendered his services as Marketing Consultant for
 AMP SANMAR Life Insurance Company; an Australia based insurance company
 and was In-Charge for its South India Marketing Division. Sri G. Rama
 Krishna Reddy was appointed as a Whole-Time Director with effect from
 June 1, 2005. He resigned from the post of Whole-Time Director w.e.f
 August 31, 2006 and became a Non-Executive Director & Chairman. He is a
 member of the Audit Committee, Remuneration Committee, Share Transfer
 Committee, Management Committee and Chairman of the Shareholders''
 Grievance Committee of the Company.
 
 Mr. D. Venkata Subbaiah, Non-Executive Director :
 
 Sri D. Venkata Subbaiah aged 65; graduated in 1966 in Electronics and
 Communications and is a gold medalist from Andhra University. He
 started his career in Radar Division of Bharat Electronics at Bangalore
 for about a year before joining the Telecom Research Centre (TRC),
 which is the sole and prime R&D organization of Department of
 Telecommunications (DoT).  He has wide experience in R&D work and
 engineering of Radio Relay Systems covering VHF, UHF and Microwave
 Bands. His design ideas have been published in several foreign
 technical journals. He has won design award from EDN Magazine, USA. He
 is a Fellow of Institution of Electronics and Telecommunications
 Engineers (IETE). After formation of Telecom Engineering Centre (TEC)
 in 1991, he was appointed the founder Director of TEC Central Region,
 which looks after standardization and type approval of telecom
 prodticts and telecom services for manufacturers, traders and service
 providers, both national and international. In 1993, he was elevated to
 the post of Deputy Director General of TEC. After serving for 35 years
 in the Government at various positions, he retired in July 2002. At
 present, he is also a Director of Bhagyanagar India Limited, Hyderabad
 and is also in the panel of telecom experts to advise the Department of
 Science & Technology. He has been appointed as an additional Director
 of the Company, w.e.f 15.09.2006. He is a member of the Audit
 Committee, Remuneration Committee, Shareholders'' Grievance Committee of
 the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
 to Directors'' Responsibility Statement, it is hereby confirmed:
 
 (i) that in the preparation of the accounts for the financial year
 ended 31st March, 2011, the applicable accounting standards have been
 followed along with proper explanation relating to material departures;
 
 (ii) that the Directors have selected such accounting policies and
 applied them consistently and made judgements and estimates that were
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the company at the end of the financial year and of the
 profit and loss of the company for the year under review;
 
 (iii) that the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and defecting fraud and other
 irregularities;
 
 (iv) that the Directors have prepared the accounts for the financial
 year ended 31ht March 2011 on a ''Going Concern'' basis.
 
 SUBSIDIARY :
 
 M/s. Bhashwanth Power Projects Private Limited is the subsidiary of our
 Company.
 
 PAID UP CAPITAL OF THE COMPANY :
 
 During the period, the Company has allotted 2,40,000 equity shares of
 Rs. 5/- each upon exercise of stock options under ESOP scheme 2008 .As
 a result the paid up capital of the Company stands at 2,15,63,942
 equity shares at Rs.5/- each.
 
 AUDITORS :
 
 M/s. Ramana Reddy & Associates, Chartered Accountants, Hyderabad, will
 hold office until the conclusion of the ensuing Annual General Meeting.
 The Company has received letters from them to the effect that their
 reappointment, if made, would be within the prescribed limits under l
 Section 224 (IB) of the Companies Act, 1956.
 
 AUDIT REPORT:
 
 Audit Report for the year 2010-11 is annexed along with the Balance
 Sheet is self explanatory and has no adverse comments or reservations
 in the financial statements presented to the Shareholders.
 
 PARTICULARS OF EMPLOYEES :
 
 There are no employees who come under the purview of the particulars
 required to be furnished pursuant to the provisions of Section 217 (2A)
 of the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules, 1975 as amended by the Companies (Amendment) Act,
 1988 and their salary does not exceed the prescribed limits.
 
 CODE OF CONDUCT:
 
 The code has been circulated to all the members of the Board and senior
 management and the compliance of the same has been affirmed by them. A
 declaration signed by the Managing Director is attached.
 
 MANAGERIAL REMUNERATION:
 
                                            2010-11        2009-10 
                                                Rs.            Rs.
 
 Mr. G. Rama Manohar Reddy, Managing      22,00,000      18,00,000
 Director 
 
 Mrs. G Amulya Reddy, Whole time          15,00,000      12,00,000
 Director 
 
 Total                                    37,00,000      30,00,000
 
 EMPLOYEES STOCK OPTION SCHEME :
 
 Pursuant to ESOP-2008, the Company has granted 2,40,000 options on
 26.09.2009 to the eligible employees of the Company and the same were
 exercised during the financial year at a price of Rs.5/- per option.
 Relevant disclosures were made in Annexure ''A''. A certificate has been
 obtained from statutory auditors regarding compliance with the ESOP
 guidelines.
 
 HUMAN RESOURCES AND INDUSTRIAL RELATIONS :
 
 Your company continued its commitment to develop and enhance its human
 resource potential.  Your company''s constant endeavour to implement
 best HR practices has resulted in uninterrupted harmonious industrial
 relations.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO :
 
 Additional information on Conservation of Energy, Technology
 absorption, Foreign Exchange Earnings and Outgo as required to be
 disclosed under Section 217 (l)(e) of the Companies Act, 1956 read with
 the Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988 are furnished below:
 
 (a) Conservation of Energy
 
 Conservation of energy is a continual process for the Company and all
 efforts are made to identify the areas where improvements can be
 effected.
 
 (b) Technology Absorption Research & Development (R&D)
 
 1.  Specific Areas in which R&D carried out by the company :
 
 During the year under review, Research and Development efforts in the
 following areas strengthened by the company''s operations through
 technology absorption, adaptation and innovation.
 
 (i)   Mobile Testers
 
 (ii)  Data Testers
 
 (iii) Fibre Optic Testers
 
 (iv)  Copper Telephone Cable Testers
 
 2.    Benefits derived as a result of the above R&D efforts : 
 
 (i)   Improved Technology
 
 (ii)  Hand held products for Private telephone service providers 
 
 (iii) Low priced products & Less raw material
 
 3.    Future Plan of Action :
 
 (i)   High end Network testers for Mobile operators
 
 (ii)  Turnkey solutions for Defence & Telecom areas
 
 (iii) Defence related testers
 
 (iv)  Bridge Monitoring Systems for Infrastructure sectors like Railway
 bridges & Road bridges
 
 (v)   Exports and education segment
 
 (c)   Foreign Exchange Earnings and Outgo
 
                                               (Rupees in lakhs)
 
 Particulars                        Current Year   Previous Year
                                         2010-11         2009-10
 
 Total Foreign Exchange Outgo             699.73         2225.50
 
 Total Foreign Exchange earned               NIL           47.57
 
 ACKNOWLEDGEMENTS :
 
 Your Directors wish to express their gratitude and sincere thanks for
 the continuous support and encouragement extended to your Company by
 the Ministry of Telecom, State Bank of Hyderabad, State Bank of India
 and other Banks and various States and Central Governments Agencies,
 other statutory authorities like SEBI/ Stock Exchanges / NSDL and CDSL
 and all other Clients of the terminal.
 
 Your Directors wish to express their sincere thanks to the shareholders
 for having reposed confidence in the company and its management.
 
 Your Directors place on record their appreciation of the contribution
 made by the employees at all levels, who through their competence, hard
 work, solidarity, co-operation and support, have enabled the company to
 continue its operation to the best satisfaction of all our customers.
 
 DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR
 MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:
 
 The Shareholders,
 
 I, G, Rama Manohar Reddy, Managing Director of the company do hereby
 declare that the directors and the senior management of the company
 have exercised their authority and powers and have discharged their
 duties and functions in accordance with the requirements of the code of
 conduct as prescribed by the company and have adhered to the provisions
 of the same.
 
                                    For and on behalf of the Board of 
                                       M/s. Aishwarya Telecom Limited
 
 
                      (G.Rama Krishna Reddy)   (G.Rama Manohar Reddy)
                                    Chairman        Managing Director
 
 Place: Hyderabad 
 Date: 22.08.2011