1. a. Amalgamation with Megasonic Telecoms Private
Limited: - The Company got amalgamated with erstwhile Megasonic
Telecoms Private Limited in the year 2003-04 and as per the scheme of
amalgamation 4,935,000 equity shares were issued as consideration.
b. Paid up capital includes 8,180 Equity shares of Ks. 10 each fully
paid up allotted to the employees during the year on account of the
ESOP Scheme.
2. The Capital Reserve of Rs. 73,25,779/- represents the excess of net
fair value of assets over the purchase consideration in terms of scheme
of amalgamation taken place during the year 2003-04, which was duly
approved by the Hon''ble High Courts of Karnataka and Bombay.
3. Secured Loans:
a. Corporate Loan and Term Loan (I & II) from State Bank of India:
Secured by first charge on the present and future assets of the Company
b. Term Loan III from State Bank of India:
Secured by equitable mortgage of land and building where the factory
building is located and by first charge on the fixed assets purchased
out of the term loan.
c. Working Capital Facilities (Cash Credit Account from State Bank of
India: Secured against the first charge on the entire and future
current as sets,all stocks/debtors and other current assets of the
company.
d. All the above loans are collaterally secured by pledge of 500,00
shares of Kaweri Telecom Products Limited owned by promoters and also
by pledge of 29,200 shares of Kaweri Technologies Inc. (Canada being
the 100% stake held by the Kaweri Telecom Products Ltd. and by
properties owned by Directors and their family members
e. The letter of credit facilities and bank guarantee facilities are
secured against the first charge on the entire present and future
current assets of the company.
f. The Car Loans are secured by hypothecation of the relevant
vehicles.
g. All the secured loans excepting Car loans have been personally
guaranteed by two directors.
4. Investments:
a. Pursuant to the Scheme of Amalgamation as referred to in Note I
above, Eaicom India Private Limited (EIPL, erstwhile 100% subsidiary
company of Megasonic Telecoms Private Limited has become a wholly owned
subsidiary of the Company.
b. The Company incorporated a 100% subsidiary in the name of KAWERI
TECHNOLOGIES INC at Canada during the financial year 2005-06 with an
initial investment of 292 Thousand CAD Dollars.Additional investment of
CAD 2,015,000/-was made during the year 2007-08 in the aforesaid
subsidiary by partial conversion of the loan granted to the subsidiary.
c. The Company incorporated a 100% subsidiary in the name of KAWERI
TELECOM PRODUCTS UK Limited at UK during the financial year 2009-10
with no initial cost of investment.
5. (a) Contingent Liabilities not provided for-
(In Rs.)
Particulars 2011 2010
i Estimated amount of Contracts remaining
to be executed on Capital Account. NIL 4,48,50,000
ii Claims against the Company not
acknowledged as a debt 3,10,33,073 2,45,40,216
iii On account of Excise Matters 48,80,49,175 29,89,60,660
iv On account of Sales tax 63,22,513 63,22,513
v Guarantees issued by bankers on behalf 96,82,133 4,79,34,939
vi Corporate guarantee given on behalf
of a subsidiary Company 47,45,40,855 11,70,79,188
(i) M/s. MahanagarTelephone Nigam Ltd and M/s Bharat Sanchar Nigam Ltd.
had invoked bank guarantees totaling to Rs. 4,41,000 and Rs.7,55,081
respectively against which the company has filed cases against such
invoking of bank guarantees and is advised that the matter will be
resolved in favour of the company in respect of the said amount and
hence no provision is made in the books of account
(ii) In the Matter of dispute with M/s Bharat Sanchar Nigam Limited
(BSNL), the Honourable High Court of Karnataka at Bangalore have
referred the matter to the arbitrator to be appointed by M/s
BSNL,against invoking of Bankguarantee of a sum of Rs.22,70,000.
6 (b) There is a claim against one of the Company''s properties located
at Bangalore which is presently owned by the Company.
7. Margin Money deposits with the bank amounting to Rs. 1,43,93,385(Rs.
4,24,58,504) has been given as margin money for the guarantees issued
By the bankers.
8. (a) Information regarding Capacity, Stock, Production and Sale
a) Licensed Capacity Not Applicable.
b) Installed Capacity * Company has an installed capacity of 200000
nos. of Microwave components.
Since the company has manufactured components, systems during the year,
quantification of capacity is not feasible. (*As certified by the
Management, relied upon as it is by the Auditors. Being Technical in
Nature)
(f) Details of Raw Material Consumed during the year:
(As individual items of consumption of raw materials do not contribute
more than 10% of total consumption details of consumption of other raw
materials have not been furnished)
9. Expenditure incurred in Foreign Currency on foreign travel is
Rs.7,73,645 (14,23,218)
10. Segment Results:
The company''s predominant risks and returns are from the segment of
Wireless sub-systems represented by Antenna, Duplexer, RF Products
and RF accessories, which constitute the major revenue of the company
for the reporting period. Since this being a single business segment,
the segment information as per Accounting Standard 17,Segment
Reporting, is not disclosed.
11. In the opinion of Board of Directors, all current assets, loans and
advances, Investments have atleast the value as stated in the Balance
Sheet, if realized in the ordinary course of business.
12. Pursuant to Accounting Standard AS-28- Impairment of assets issued
by the Companies Accounting Standards Rules, 2006, the Company assessed
its fixed assets for impairment as at 31 st March 2011 and concluded
that there has been no significant impaired fixed asset that needs to
be recognized in the books of account.
13.The employees'' Gratuity Fund Scheme is a defined benefit Plan.The
present value of the obligation is determined based on actuarial
valuation using the Projected Unit Credit Method, which recognizes each
period of service as giving rise to additional unit of employee benefit
entitlement and measures each unit separately to build up the final
obligation. The obligation for Leave encashment is recognized in the
same manner as gratuity.
The following table sets out the Gratuity Plan and compensated absences
as required under AS 15. Reconciliation of opening and closing balances
of the Present Value of the defined benefit obligation.
14. Foreign currency exposure that are not hedged by derivative or
forward contracts as on 31 st March 2011 amounts to 21,59,80,902(
Rs.26,95,73,011)
15. Confirmation of balances in respect of debtors and creditors has
not been obtained in a few cases.
16. Unclaimed Dividend:
The unclaimed dividend of Rs. 10,49,755 represents those relating to
the years 2004 to 2010 and the number of years of these unclaimed
dividends has not exceeded 7 years.
17. The Provision for income tax has been calculated taking into
consideration investments in Capital expenditure made under Research
and development eligible for a weighted deduction of 200% under section
35(2AB) of the Income Tax Act 1961.
18. The figures as on 31st March 2011 have been regrouped/reclassified,
wherever necessary, to conform with the current period classification.
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