Dear Members,
 
 The Directors are delighted to present the 18th Annual Report on the
 business & operations of the company together with the Audited
 Financial Statements & Accounts for the year ended on 31 st March,
 2011.
 
 TELECOM INDUSTRY IN INDIA
 
 AN OVERVIEW
 
 Telecommunications is pivotal to a country''s socio-economic growth. It
 is one of the main architects of the accelerated growth and progress of
 different segments of the economy.  Narrowing access gaps and removing
 barriers to information dissemination are prerequisites for promoting
 equitable and sustainable development as well as political and social
 cohesion. Increasing connectivity is highly instrumental in improving
 governance, business communications, security, response to emergencies
 and in the overall strengthening of the socio cultural ethos of the
 country. The advantages of the advent of telecommunications are
 manifold and explicitly verifiable from the phenomenal success of the
 sector.
 
 The Indian telecommunications industry is one of the fastest growing in
 the world. The industry has witnessed consistent growth during the last
 year on the back of rollout of newer circles by operators, successful
 auction of third-generation (3G) and broadband wireless access (BWA)
 spectrum, network rollout in semi-rural areas and increased focus on
 the value added services (VAS) market.
 
 According to the Telecom Regulatory Authority of India (TRAI), the
 number of telephone subscriber base in the country reached 846.32
 million as on March 31, 2011, an increase of 20.07 million subscribers.
 The wireless subscriber base has increased to 811.59 million at the end
 of March 2011.There are 564.08 million urban subscribers and rural are
 283.23 million subscribers taking tele density to 70.89% and wireless
 tele density is 67.98%. Approximately 65 lakhs subscribers showed their
 interest in Mobile Number Portability. Revenues of the Indian Telecom
 sector grew by 7% to Rs. 283,207 crore (US$ 63.8 million) in the 2011
 financial year. During the previous fiscal year total revenue of the
 sector stood at Rs. 264,669 crore.
 
 Revenue from various services in the Indian Telecom Industry grew to
 Rs. 166,168 crore, up 14.9 per cent, in 2010-11 fiscal year as against
 Rs. 144,600 crore in the previous financial year. The growth was purely
 driven by growth in subscriber base for various services. The maximum
 revenue in the service sector of the industry came from the cellular
 services market which grew by 16.6 % to Rs. 102,230 crore in financial
 year 2011 from Rs.87680 crores in the previous fiscal year. Revenues
 from fixed line continued to decline both in terms of number of
 connections and revenues.
 
 The booming domestic telecom market has been attracting huge amounts of
 investment which is likely to accelerate with the entry of new players
 and launch of new services. According to the Department of Industrial
 Policy and Promotion (DIPP), the telecommunications sector includes
 radio paging, mobile services and basic telephone services. As per an
 industry report the telecom industry witnessed merger and acquisition
 (M&A) deals. There were 10 inbound, outbound and domestic M&A deals in
 the telecom sector during the first nine months of the current fiscal
 year. The biggest M&A deal in the sector was made by telecommunications
 service provider through the acquisition of mobile services operations
 in 15 countries. The deal involved a transaction of US$ 10.7 billion.
 
 The Indian telecom industry manufactures a vast range of telecom
 equipment using state-of-the-art technology.
 
 The exponential growth witnessed by the telecom sector in the past
 decade has led to the development of .the telecom equipment
 manufacturing industries and other supporting industries. With advent
 of next generation technologies and operators looking to roll out 3G
 and broad band wireless excess service, the demand for the telecom
 equipment is set to increase gigantically in the times to come.
 
 Telecom as a service industry alone could not continue to contribute to
 the country''s GDP at the current level. The economy can grow only when
 the manufacturing industry grows.  The focus has been shifted from
 import-centric industry to global telecom equipment manufacturing
 hub. The imports are declining and now India is fourth telecom equipment
 manufacturer in the Asia Pacific region. It is a very heartening and
 healthy trend that many Multinational Companies have set up domestic
 manufacturing facilities like Huawei, NSN, Alcatel Lucent and Zte. The
 Country is not only emerging as a manufacturing hub but is also
 planning to increase its telecom exports each year.
 
 EXPORTS
 
 Your Company is exporting Telecommunication products and systems to
 various countries worldwide.
 
 The Export revenue is growing on yearly basis. In the recent past the
 company has completed some major In-building projects in different
 countries. The Company has taken Turnkey Projects worldwide, which
 include the survey, planning, installation, commissioning etc. We have
 appointed more than 50 Agents/ Distributors/ Value Added Resellers
 worldwide. In the recent past we have been short listed as a preferred
 supplier for many operators in Europe, Africa, Latin America, etc.
 
 The product was approved and the company has got the big order by one
 of the biggest operator in USA i.e. Verizon Wireless.
 
 We are planning to open few new offices in different strategic
 locations from where we can cover areas of our expecting business.
 
 FOREIGN DIRECT INVESTMENT
 
 The liberalization on the Foreign Direct Investment front has
 stimulated the telecom sector growth as FDI in telecom projects is
 allowed from 74% to 100%. In case of telecom operators, FDI is allowed
 upto 74% and 26% has to be the Indian shareholding.  FDI upto 49% is on
 the Automatic Route and beyond that on the government Route. The
 telecom operators had invested huge money on telecom infrastructure
 over the past few years in expanding their network more than 90%
 throughout the country.
 
 Telecom is considered to be highly potential for investments and
 upcoming industries.
 
 FUTURE IN TELECOM
 
 Telecom growth story will be a function of the enhanced demand for high
 speed broadband and data services from both enterprises and consumers.
 The growth in the India domestic mobile handsets market will be fueled
 by a more than 150% increment in the value of feature phones and
 smart phones shipped, from Rs.50,714 crore in 2010 to Rs.1,28,729 crore
 in 20l4.lt is also said that the India Telecom services sector may see
 policy changes that could result in market consolidation over the next
 few years.
 
 The major growth drivers for the telecom services sector segments would
 be the launch and roll-out of 3G and BWA/ WiMax /LTE services and the
 consequent growth in usage of high speed broad band, VAS and data
 services. Establishment of 3G and BWA (WIMAX and long evaluation LTE)
 will have a positive impact on the India Market; however, broad band
 content will remain in early stages of development through 2011, CMR.
 In terms of broadband content, 2011 & 2012 will witness early stages of
 development. However, as WiMax / LTE services gain in popularity,
 content creation and mobile application development will witness
 increased focus by vendors, developers and service providers looking to
 build their own portfolio of unique ''apps''. Also, mobiles handsets will
 witness a high growth rate of 26.2 percent CAGR over the period 2010-
 2014 to touch Rs.1,28,729 Crore in 2014.  Smartphone market to grow to
 over lOmn units in 2011- 2012. The Smartphones market in India is
 expected to grow year by year. The Android Operating System will
 continue to gain acceptance as a mode operating system (OS) and 12
 percent of all smartphones shipped in India during 2011 are expected to
 be based on the Android platform.
 
 STRENGHTHS OF INDUSTRY
 
 India has all the makings of a globally competitive telecom
 Manufacturing and R&D destination. This is evident from:
 
 - A large and booming domestic market with Indian operators reaching
 out to the global market providing wider access to Indian telecom
 companies.
 
 - Strong management experience in critical functions such as SCM, high
 tech manufacturing systems, working capital management, value chain
 with EMS companies, captive facilities of MNCs (willing to invest
 further in India), auxiliary component manufacturing base (e.g., for
 cables, cabinets, shelves, power electronics, tooling, bare PCBs,
 etc.).
 
 - Strong technical and R&D workforce having experience in R&D centers
 of MNC companies, IT service companies doing telecom projects, strong
 academic and research labs and an increasing number of Indians who are
 returning back from USA/Europe.
 
 - Skilled & trained shop floor workforce for electronics circuit
 assembly, testing and integration from widely available resources from
 Industrial Training Institutes and Polytechnics.
 
 - Cost advantage arising from lower manufacturing plant establishment
 cost and competitive labor costs.
 
 - Availability of capital from a well established financing industry as
 well as private equity network.
 
 - Exports growth at 25 percent CAGR over next 5 years, reaching over
 USD 10 Billion.
 
 - Domestic telecom products growth of 18 percent CAGR over next 5
 years.
 
 - Employment generation (direct and in-direct) of 20 million
 
 - At least 70 percent of Indian domestic telecom needs are met by
 products manufactured in India.
 
 - Handset and other Data Products imports and manufacturing has become
 a very big market in India. India is the largest importer of Handsets &
 Data Products in the world.
 
 COMPANY''S OVERVIEW
 
 Your company is a complete telecom solution provider.  Your company
 offers an entire suite of both in-building and outdoor Repeaters and
 DAS Products. Your company offers a wide range of band selective
 repeaters from low power up to very high power available in a single,
 dual and tri-band version allowing any frequency combination in 2G, 3G
 & LTE Technology.
 
 Your company also deals in In- building solutions & state of the art
 Turnkey projects. The company has penetrated the GSM & CDMA markets.
 
 LTE is the brand name for emerging and developed technologies that
 comprise the existing 3G and 4G networks. The LTE specification
 provides downlink peak rates of at least 100 Mbps, an uplink of at
 least 50 Mbps and RAN round-trip times of less than 10 ms. LTE supports
 scalable carrier bandwidths, from 1.4 MHz to 20 MHz and supports both
 frequency division duplexing (FDD) and time division duplexing (TDD).
 
 Your company has been a proven supplier of the Telecom Equipment to
 Telecom Equipment Manufacturers like Huawei, Ericsson, Nokia, etc. and
 Telecom Service Providers like Aircel, Vodafone, MTS, Idea, etc.
 Service providers are going big way in In-Building solution where your
 company is one of the leading solution providers.
 
 In International Market, your Company has marked its presence in Asia
 Pacific, USA, Europe and Russia. The Company has also been successful in
 procuring big orders from Latin America for repeaters. Your Company
 also got the product approved from operators in North & South America
 and is also testing various products with major operators in Europe.
 
 The company introduced 3G Tri band Repeaters, 4G Repeaters and 450 MHz
 (TETRA) Optical Repeaters in the last financial year and now planning
 to introduce Indoor Repeaters with new technology Processors. We have
 also launched the Web based application in our existing NMS (Network
 Management System). Company also designed some new low cost products to
 meet the customer and market requirements.
 
 The company is currently working on the IP based software feature which
 will fasten the application of products and make it more user friendly.
 
 The major contribution to the top line is from dealing in CDMA Handsets
 and Accessories. We are the National supplier of Handsets and
 Accessories for the retail market for an operator and are actively
 working with other Service Providers to start relationship with them.
 The company is importing these from the top handset manufacturers of
 the world like LG, Samsung, ZTE, etc. The company would be introducing
 a range of new handsets and accessories in the market in the coming
 years.
 
 FINANCIAL PERFORMANCE
 
                                                     (Rupees in Lacs)
 
                                           Financial          Financial
 
 PARTICULARS                                    Year               Year
 
                                           2010-2011          2009-2010
 
 Sales and Services                         68314.69           29329.75
 
 Profit/(Loss) before Tax                     377.09            (655.90)
 
 Provision for Income Tax
 
 Current Tax                                   90.13                  -
 
 Deferred Tax                                 (48.60)           (209.18)
 
 MAT Credit available for set off              12.92                  -
 
 Wealth Tax                                     0.88               1.07
 
 Income Tax/Deferred Tax                      (60.14)                 -
 for earlier year
 
 Profit/(Loss) after Tax                      381.90            (447.79)
 
 OPERATIONS
 
 During the period under review your company has registered a turnover
 of Rs. 683.15 crore against Rs. 293.30 crore in the year 2009-2010. A
 net profit of Rs. 3.82 crore has been made during this period as
 against a loss of Rs. 4.48 crore in the previous period.The year to
 year increase in the turnover is 132.92%.
 
 DIVIDEND
 
 The Board considering prudent to conserve resources for investments in
 business, regrets its inability to recommend any dividend for the year
 ended 31st march 2011.
 
 SUBSIDIARY
 
 The Company has only one subsidiary viz. Shyam Telecom Inc, USA and
 therefore as per Section 212 of the Companies Act, 1956, the reports
 and Audited Accounts of the subsidiary company along with the statement
 from the part of Annual Report. The subsidiary being near to the
 customers is able to provide the end to end support to the
 customers.The subsidiary has appointed the local manpower so that it
 can fully understand the customer requirements and can provide the best
 solutions.  Subsidiary also provides the logistic benefits which helps
 in quick delivery of products at the customer end.
 
 There has been a change in the financial year of the subsidiary as it
 observe financial year commencing from 1st January to 31st December in
 place of 1st April to 31st March. Accordingly, Accounts enclosed are
 only for the period of nine months i.e.  from I st April 2010 to 31 st
 December 2010.
 
 PUBLIC FIXED DEPOSIT
 
 The company has not accepted deposits from Public under Sec 58A of the
 Companies Act 1956.
 
 DIRECTORS
 
 In accordance with the provisions of Sec 256 of the Companies Act, 1956
 and Arcticles of Association of the company, Mr. N. Kumbhat, Mr.Vinod
 Juneja and Mr. C.S Malhotra, Directors of the company, retire by
 rotation at the ensuing Annual General Meeting and being eligible,
 offer themselves for re- appointment.  Their brief profile has been
 stated in the corporate Governance Report.
 
 Mr. Ravikant Jaipuria ceased to be the director w.e.f 11.02.2011
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 In terms of the provision of Section 217(2AA) of the Companies Act,
 1956, your directors confirm that:
 
 i) In the preparation of the Annual Accounts, the applicable Accounting
 Standards had been followed along with proper explanation relating to
 material departures wherever necessary.
 
 ii) The Directors had selected such Accounting Policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the company at the end of financial year 2010-11 and of the profit/
 loss of the company for the year ended on that date;
 
 iii) The Directors had taken proper and sufficient care for the
 maintenance of adequate Accounting Records in accordance with the
 provisions of this Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities.
 
 iv) The Directors have prepared the Annual Accounts on a going concern
 basis.
 
 AUDITORS
 
 M/s Mehra Goel & Co., Chartered Accountants, the retiring Auditors of
 your company expressed their willingness to continue as auditors, if
 re- appointed at the Annual General Meeting to hold the office until
 the conclusion of the next Annual General Meeting. The Company has
 received from the Auditors a certificate to this effect that their
 appointment, if made, would be within the prescribed limit under
 Section 224(I-B) of the Companies Act, 1956.
 
 AUDITOR''S REPORT AND CLARIFICATION
 
 The notes to the accounts in Auditors'' Report are self explanatory
 except the following whereby management response to
 qualifications/observations made in Annexure to the Auditors'' Report is
 stated as under.
 
 (i) Point 8 of Annexure to Auditors Report
 
 The observation expressed is purely statement of fact wherein it is
 stated that they have not and are not required to carry out the
 examination of cost records and accounts.
 
 (ii) Point 9 of Annexure to Auditors Report
 
 The delays are very nominal and due to mismatch of cash inflows, but on
 the date of the Auditors Report all such dues have been paid and
 regularized.
 
 PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The information relating to conservation of energy, as required under
 Section 217( I )(e) of the Companies Act, 1956 read with the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988, is annexed and form the part of this Report.
 
 PARTICULARS OF THE EMPLOYEES
 
 In compliance with the provisions of Section 2I7(2A) of the Companies
 Act, 1956, read with Companies (Particulars of Employees) Rules, 1975,
 statement of particulars of employees has not been given as none of the
 employee during the financial year drew remuneration more than Rs. 5
 Lacs per month or Rs. 60 Lacs per annum.
 
 INDUSTRIAL RELATIONS
 
 Relations with the Employees remain cordial and your Directors wish to
 place on record their appreciation of the co-operation and contribution
 made by the employees at all levels.
 
 CORPORATE GOVERNANCE
 
 A Report on Corporate Governance as required under Clause 49 of the
 Listing Agreement, as applicable, form the part of this report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 A report on Management Discussion and Analysis as required under Clause
 49 of the Listing Agreement, as applicable, form the part of this
 report.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with Accounting Standard 21, Audited Consolidated
 Financial Statements have been attached which form the part of this
 report and accounts.
 
 COMPOSITION OF AUDIT & FINANCE COMMITTEE
 
 Disclosure pursuant to the provisions of Section 292A of the Companies
 Act, 1956, the Audit & Finance Committee of the Company consists of:
 
 Mr. Achintya Karati - Independent Director & Chairman
 
 Mr. Narendra Kumbhat - Independent Director & Member
 
 Mr. Ravikant Jaipuria* - Independent Director & Member
 
 Dr. Vinod Juneja - Independent Director & Member
 
 Mr. Praveen K. Bhatia - Independent Director & Member
 
 Mr. C.S. Malhotra - Independent Director & Member
 
 Mr. Arun Khanna - Non Executive Director & Member
 
 Mr. Dharmender Dhingra- Vice President (Legal) & Company Secretary.
 
 *Mr. Ravikant Jaipuria has ceased to be Director w.e.f. I 1.02.2011.
 
 ACKNOWLEDGMENT
 
 Your Directors acknowledge with gratitude the co-operation received
 from Bankers, Central and State Government Departments, Local
 Authorities and Customers for their continued guidance and support.
 
 Your Directors also convey their gratitude to the Shareholders,
 Statutory Auditors and Employees of the company for their commitment
 and support which has contributed to the growth and success of the
 company.
 
                              On Behalf of the Board of Directors of
 
                                        SHYAM TELECOM LIMITED
 
                                                   Sd/-
 
 PLACE: NEW DELHI                           RAJIV MEHROTRA
 
 DATE : 1 st August, 2011            Chairman & Managing Director