The Board of Directors take pleasure in presenting their Report along with the Audited Accounts of the Company for the year ended 3 lslMarch, 2014.

FINANCIAL HIGHLIGHTS:

PARTICULARS                             FOR THE YEAR  FOR THE YEAR
                                        ENDED MARCH   ENDED MARCH
                                        2014          2013
                                        Rs in Lakhs   Rs in Lakhs

Net Sales & Other Incomes               10694.54      16213.41

Operating Profit                          833.06       (262.88)

Interest                                 1397,57       1538.64

Profit before Depreciation               (564.51)      (181.52)

Depreciation                              442.37        487.39

Exceptional Items                              0        (73.19)

PBT & Exceptional items                 (1006.88)     (2288.91) 

Provision for Tax                              0             0

Deferred Tax                              (88.50)       244.15

PAT '                                    (918.39)     (2459.87)

The Year has been a challenging one for the company as the cellular operators have drastically reduced their capex spends and this has severely, affected your company's operations resulting in drastic reduction of sales revenues compared to the previous year.

During the year the Company's sales were Rs.10694.54 Lacs as against Rs.16213.41 lacs in the corresponding period of last year. The Company made a loss of Rs. 918.39 Lacs as against a Loss of Rs 2459.87 lacs in the corresponding period of last year

DIVIDEND:

To maintain liquidity, your Directors have not recommended any dividend for the reporting period. SUBSIDIARIES:

The company has following subsidiaries:

Direct subsidiaries: .

M/s Kavveri Telecom Infrastructure Limited, India '

M/s Eaicom India Private Limited, India

M/s Kavveri Technologies Inc., Canada . _

M/s Kavveri Telecom Espana, Spain

Step down subsidiaries: (i.e., subsidiaries of M/s Kavveri Technologies Inc.,)

M/s Til-Tek Antennae Inc,

M/s Spotwave Wireless Ltd,

M/s DCI Digital Communications Inc.,

M/s Kavveri Realty 5 Inc.,

M/s Trackcom Systems Inc.

Pursuant to Ministry of Corporate Affair's Circular No. 2/2011 dated 08.02.2011, since the company is presenting consolidated financial statement of Holding and Subsidiary companies, the individual financial statements of the subsidiaries are not presented separately.

The consolidated financial statement has been prepared in strict compliance with applicable Accounting Standards and, where applicable, Listing Agreement as prescribed by the Security and Exchange Board of India. The company do undertake that annual report that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time. Annual accounts of the subsidiary companies are also kept for inspection by any shareholders in the head office (i.e., Registered Office) of the company and of the subsidiary companies.

Fixed Deposits:

Your Company has not accepted any Fixed Deposits during the year within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

Directors Responsibility Statement:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that: '

- In preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

- 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 the financial year and of the profit or loss of the Company for that period.

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

- The Directors had prepared the annual accounts on a going concern basis.

Corporate Governance:

Certificate of Compliance of Corporate Governance in terms of Clause 49 of the Listing Agreement is attached and forms part of this Report.

Particulars of Employees:

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 2011, the names and other particulars of employees are set out as Annexure to this report.

Human Resource Management:

At Kavveri, the most important asset is its employees. Your company has created a favorable work culture that encourages ambition and innovation. Your company has set up a scalable recruitment and human resource management process to attract and retain talent.

Disclosures:

Disclosures in terms of Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are attached and forms part of this Report.

M/s.P. Murali & Co., CharteredAccountants retires at the conclusion of the Annual General Meeting and being eligible for re-appointment as Statutory Auditors of the company. The Board recommends the appointment of M/s. P. Murali & Co. CharteredAccountants, as Statutory Auditor for the period from the Conclusion of this Annual General Meeting till the Conclusion of the 22nd Annual General Meeting.

Sri. R. L R Venugopal and Sri B S Shankamarayan Independent Directors were appointed / re- appointed by the Members of the Company. The provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors have come into effect. As per the said provisions, the Independent Directors shall be appointed f or not more than two terms of five years each and shall not be liable to retire by rotation at every AGM.

Corporate Social Responsibility;

Your Company believes in addressing the needs of the underprivileged and is committed to serving them. Your Company aims to fulfill its social responsibilities by being actively involved in a variety of public service projects serving underprivileged groups. Your Company has also made donations to religious institutions.

Separation of Ownership from Management:

The Chairman being executive, Two (2) out of Four(4) directors on the Board of your company are non-executive and independent as per the requirements of Listing Agreement.

Disqualification of Directors:

None of the Directors were disqualified in terms of Section 274(1) of the Companies Act 1956, during the year under review.

Acknowledgements:

The Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the customers, vendors, bankers, investors, shareholders and the media. We look forward to your continued support. Your Directors also thank employees at all levels for their contribution, and recognize and deeply value the dedication, co-operation and support which paved the way for our growth and success.

                                      For and on behalf of the Board

                                               Mr. C Shivakumar Reddy
                                       Chairman and Managing Director