NIVYAH INFRASTRUCTURE & TELECOM SERVICES ......Nivyah Infrastructure & Telecom Services Limited will...

NIVYAH INFRASTRUCTURE & TELECOM SERVICES LIMITED

33RD Annual Report

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33RD ANNUAL REPORT

2012-13

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Registered Office:

Sodani Complex, 39, A. B. Road, Patwardhan Marg, Dewas,

Madhya Pradesh – 455 001

Telephone No. 07272 - 222342

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33RD Annual Report

CORPORATE INFORMATION BOARD OF DIRECTORS

Mr. Parind Sushil Parekh Managing Director, Promoter

Mr. Asish Kumar Ray * Chairman, Non-Executive Director

Mr. Soumitra Chakraborty Executive Director

Mr. Anupam Dasgupta** Independent Director

Mr. Ajit Kumar Singh Independent Director

Mr. Nallampatti Ekambaram Kumarswamy Additional Independent Director

Mr. Bhushan Punamiya Additional Independent Director

*Mr. Asish Kumar Ray, the Chairman of the company expired on 16th June, 2013. ** Mr. Anupam Dasgupta resigned from the company with effect from 29th July, 2013.

AUDITORS Gupta Rustagi & Co. Chartered Accountants Mumbai COMPANY SECRETARY Ms. Pooja R. Khedkar BANKERS ICICI Bank Kotak Mahindra Bank


33RD Annual Report CONTENTS PAGE NO

Notice 5-12

Directors Report 13-20

Report on Corporate Governance 21-30

Management Responsibility Statement 31

Declaration from Managing Director 32

Certificate on Corporate Governance 33

Auditors Report 34-41

Balance Sheet 42

Profit & Loss Account 43

Cash Flow Statement 44

Notes to Accounts 45-57

Attendance Slip 58

Proxy Form 59


33RD Annual Report

Registered Office Address Registrars & Transfer Agent

Sodani Complex, 39 A.B. Road, Ankit Consultancy Private Limited

Patwardhan Marg, 60, Electronic Complex, Pardeshipura,

Dewas - 455001 Indore - 452010

Madhya Pradesh Madhya Pradesh

Tel : 7272-258480 , 258274 Tel : 0731-2551745-46

Fax : 7272-258402 Fax : 0731 - 4065798

Email : [email protected] Email : [email protected]

Website : www.nivyah.com Website : -


33RD Annual Report

NOTICE Notice is hereby given that the Thirty Third Annual General Meeting of the Members of Nivyah Infrastructure & Telecom Services Limited will be held on Saturday,14th September, 2013 at 11.00 A.M. at the Registered Office of the Company situated at Sodani Complex, 39 A.B. Road, Patwardhan Marg, Dewas, Madhya Pradesh - 455 001 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2013 and the Profit and Loss Account for the financial year ended 31st March, 2013 and the Reports of the Directors and Auditors thereon, along with relevant enclosures.

2. To appoint Mr. Ajit Kumar Singh who retires by rotation and being eligible offers himself for re - appointment.

3. To appoint M/S Gupta Rustagi & Co., Chartered Accountants, as Statutory

Auditors of the Company, to hold office from the conclusion of this Annual General Meeting to the next Annual General Meeting and to fix their remuneration and to pass the following Ordinary resolution :

“RESOLVED THAT the Company’s Auditors M/S Gupta Rustagi & Co., Chartered Accountants, Mumbai having Firm Registration No. 301094E, who retire, but being eligible, offer themselves for re appointment, be and are hereby re - appointed as Statutory Auditors of the Company to hold office from the conclusion of this Meeting till the conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors of the Company.”


33RD Annual Report SPECIAL BUSINESS:

4. Name Change of the Company: To consider and, if thought fit, to pass with or without modification, if any, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to Section 21 of the Companies Act, 1956 and subject to the approval of concerned authorities, the consent of the members be and is hereby accorded, to change the name of the Company from “Nivyah Infrastructure & Telecom Services Limited” to “We Internet Limited” as made available by the Registrar of the Companies, Gwalior, Madhya Pradesh.” “RESOLVED FURTHER THAT the name “Nivyah Infrastructure & Telecom Services Limited” wherever it occurs in the Memorandum and Articles of Association of the Company be substituted by the new name i.e. “We Internet Limited”.” “RESOLVED FURTHER THAT for the purpose of giving effect to this resolution any Director of the Company be and is hereby authorized to take such steps and to do all such acts, deeds, matters and things as may, in its absolute discretion, as may be necessary or required in the ordinary course of business of the Company.”

5. Appointment of Mr. Bhushan Punamiya as a Director on the Board of the Company

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution

“RESOLVED THAT, Mr. Bhushan Punamiya who was appointed by the Board of Directors of the Company as an Additional Director with effect from 17th August, 2013 and who in terms of Section 260 of the Companies Act, 1956 read with the Company’s Articles of Association hold such office until the conclusion of this Annual General


33RD Annual Report

Meeting and in respect of whom the Company has received a notice from the members of the Company as per section 257 of the Companies Act, 1956 proposing his candidature for the office of Director, be and is hereby appointed as Director the Company.” 6. Appointment of Mr. Nallampatti Ekambaram Kumarswamy as a Director on the

Board of the Company To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution

“RESOLVED THAT, Mr. Nallampatti Ekambaram Kumarswamy who was appointed by the Board of Directors of the Company as an Additional Director with effect from 17th August, 2013 and who in terms of Section 260 of the Companies Act, 1956 read with the Company’s Articles of Association hold such office until the conclusion of this Annual General Meeting and in respect of whom the Company has received a notice from the members of the Company as per section 257 of the Companies Act, 1956 proposing his candidature for the office of Director, be and is hereby appointed as Director the Company.”

By Order of the Board of Directors

Sd/- Ms. Pooja R. Khedkar

Company Secretary & Compliance Officer Date: 17th August, 2013 Place: Mumbai


33RD Annual Report NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY TO BE EFFECTIVE, SHOULD BE LODGED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. Members who hold shares in dematerialized form are requested to write their client ID and DP ID Nos. and those who hold shares in Physical form are requested to write their Name & Address.

3. The Register of Members and Share Transfer Books of the Company will remain close from 04th September, 2013 to 12th September, 2013 (both days inclusive) for the purpose of Annual General Meeting.

4. Members are requested to: I. Write to the Company at least 7 days before the date of the meeting, in case

they desire any information as regards the Audited Accounts for the financial year ended 31st March 2013, so as to enable the Company to keep the information ready.

II. Bring their copy of the Annual report and the Attendance Slip at the Annual General Meeting.

III. Intimate to the Registrar & Transfer Agent (R&TA) of the Company immediately, about any change in their addresses, where the shares are held in electronic form such changes is to be informed to the Depository Participant (DP) and not to the Company/R&TA.

IV. Quote Registered Folio Number or DP ID/Client ID in all the correspondence. V. Approach the R&TA of the Company for consolidation of folios.


33RD Annual Report

VI. Send all Share Transfer Lodgments (physical mode)/correspondence to the R&TA of the Company to Ankit Consultancy Private Limited, 60 Electronic Complex, Pardeshipura, Indore, Madhya Pradesh – 452 010 up to the date of book Closure.

5. Members/Proxies are requested to bring the Attendance Slip duly filled up for attending the meeting.

6. The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants.

Place: Mumbai By order of the Board Date: 17th August, 2013 for Nivyah Infrastructure & Telecom Services Limited Registered office: Sd/- Sodani Complex, 39, A.B Road, Ms. Pooja R. Khedkar Patwardhan Marg, Dewas, Company Secretary & Compliance Officer Madhya Pradesh – 455 001


33RD Annual Report Information required under Clause 49 of the Listing Agreement (relating to Corporate Governance) with respect to the Director retiring by rotation and seeking re- appointment in the ensuing Annual General Meeting Name of Director Mr. Ajit Kumar

Singh Mr. Bhushan Punamiya

Mr. Nallampatti Ekambaram Kumarswamy

Date of Birth 16/08/1970 13/09/1966 28/05/1964 Date of Appointment 30/06/2012 17/08/2013 17/08/2013 Expertise in specific functional areas

Political Science Sales & Marketing

Management & Technical

Qualifications B.A Honors’ B.Com IIM Graduate Directorship held in other public companies (excluding foreign companies)

Nil Nil Nil

Membership/Chairmanship of Committees of other public companies (includes only Audit Committee and Shareholders’/Investors’ Grievance Committee)

Nil Nil Nil


33RD Annual Report EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE COMPANIES ACT, 1956 ITEM NO. 4 The Board of Directors (“the Board”) of the Company is of the opinion that this change can be correlated directly to our proposed name because we are in all the spheres of life and our presence can be felt everywhere and thus we propose to change the name from “Nivyah Infrastructure & Telecom Services Limited” to “We Internet Limited” and also WE stands for the web based net service provider and E stands for email. The business of the Company shall remains the same and our revenue shall also be there at the same level and there will not be any change in the revenue after the proposed change of name. The Registrar of Companies, Gwalior, Madhya Pradesh has, in response to the Company’s application, advised the Company that the name “We Internet Limited” is available to the Company. The member’s approval is, therefore, sought for by way of special resolution under the provisions of Section 21 of the Companies Act, 1956. ITEM NO. 5 Mr. Bhushan Punamiya was appointed as an Additional Director of the Company during the period. Pursuant to Section 260 of the Companies Act, 1956, Mr. Bhushan Punamiya will hold office as an Additional Director up to the date of ensuing Annual General Meeting. The Company has received a Notice in writing from a member proposing the candidature of Mr. Bhushan Punamiya for the office of the Director of the Company under the provision of Section 257 of the Companies Act, 1956. Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Mr. Bhushan Punamiya is appointed as Director of the Company. Your Director, therefore, recommends the Resolution for your approval, as special resolution.


33RD Annual Report Except, Mr. Bhushan Punamiya none of the Directors are, in any way, concerned or interested in this Resolution.

ITEM NO. 6

Mr. Nallampatti Ekambaram Kumarswamy was appointed as an Additional Director of the Company during the period. Pursuant to Section 260 of the Companies Act, 1956, Mr. Nallampatti Ekambaram Kumarswamy will hold office as an Additional Director up to the date of ensuing Annual General Meeting. The Company has received a Notice in writing from a member proposing the candidature of Mr. Nallampatti Ekambaram Kumarswamy for the office of the Director of the Company under the provision of Section 257 of the Companies Act, 1956. Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Mr. Nallampatti Ekambaram Kumarswamy is appointed as Director of the Company. Your Director, therefore, recommends the Resolution for your approval, as special resolution. Except, Mr. Nallampatti Ekambaram Kumarswamy none of the Directors are, in any way, concerned or interested in this Resolution.

By Order of the Board of Directors

Sd/- Ms. Pooja R. Khedkar

Date: 17th August, 2013 Company Secretary & Compliance Officer Place: Mumbai


33RD Annual Report

DIRECTORS’ REPORT AS AT 31st MARCH 2013

To,

The Members,

The Directors have pleasure in presenting the Thirty Third Annual Report of the Company and the Audited Statements of Accounts for the year ended 31st March 2013.

1. FINANCIAL HIGHLIGHTS:

The main Financial Highlights of the Company are given below.

Particulars Year Ended on

31.03.2013

(Rs. In Lacs)

Year Ended

on

31.03.2012

(Rs. In Lacs)

Income from Operations 1454.61 2256.50

Other Income 32.78 33.56

Less :

Interest & Financial Charges 5.38 4.57

Operating Expenses 1418.58 2126.58

Foreign Exchange Loss/(gain) _ _

Depreciation & Amortization 951.18 22.51

Profit/(Loss) before taxation (887.75) 136.38

Provision for tax:

Current Tax

0.00

29.50


33RD Annual Report

Deferred Tax (Credit) -- (69.66)

Profit/Loss after Tax (887.75) 176.53

Short/(Excess) Provision of Taxation --- ---

Profit/(Loss) after taxation and prior to year

adjustment

(887.75) 176.53

Balance Brought Forward from Balance Sheet (1068.87) (1245.40)

Balance Carried Forward to Balance Sheet (1956.62) (1068.87)

2. BUSINESS REVIEW: Your Company is engaged in the business of providing band width and internet services. It also partners with Local Cable Operators to deliver its Internet Services. A consistent effort has been made by the Company to increase its Customer base. The Company plans to go span India and the target is to cover more than 100 cities across India. During the year the Company was not been able to generate much operating revenue from providing internet services and band width solutions as compared to the previous year but there is huge potential in the Company to provide more and more services related to Internet Services and Band Width across the India considering the current market trend. The Company is also planning to diversify its market operation with relation to various different plans to be given to the Customers of the Company depending on their requirements and their various establishment and locality.


33RD Annual Report 3. DIVIDEND:

Due to inadequate profit in the financial year; your Directors do not recommend any dividend. 4. CORPORATE GOVERNANCE:

The Company has been proactive in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchanges are complied with. As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, together with Management Discussion and Analysis and Certificate from the Company’s Auditor form part of this Report. 5. DIRECTORS:

In accordance with the provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. Ajit Kumar Singh is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend his re - appointment for your approval. During the year, Mr. Anupam Dasgupta was appointed as an Additional Director of the Company with effect from 14th February, 2013 and he resigned from the company with effect from 29th July, 2013. During the above period he has given immense help to the Company. Mr. Asish Kumar Ray was the Chairman, Non-Executive Director of the Company from 27th December 2012. The Board of Directors deeply mourns the sudden death of the Chairman, Mr. Asish Kumar Ray on 16th June, 2013 at Kolkata. The Company acknowledged his experience, contribution to the business, personal support to his colleagues, and level of respect in which he had within the company. The Board and executive team of the Company wish to convey their sincerest condolences to his family. He will be sadly missed by Nivyah team.


33RD Annual Report 6. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the year 2012-13, the Board of Directors states that:

(a) The applicable accounting standards have been followed in preparation of the financial statements and there are no material departures from the said standards.

(b) Reasonable and prudent accounting policies have been used in preparation of the financial statements and that they have been consistently applied, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit or loss for the year ended on that date.

(c) The Directors have taken proper and sufficient care for 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 detecting fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts on a going concern basis.

7. MANAGEMENT DISCUSSION AND ANALYSIS

a) Business Outlook The Company’s main object is to provide band width and internet services. The Company plans to go span India and the target is to cover more than 100 cities across India.

b) Risks and Concerns

The Company is exposed to risks from market fluctuations of interest rate and stock market Fluctuations of the share prices.


33RD Annual Report

c) Internal Control Systems and their Adequacy

Your Company has appropriate internal control systems relating to its areas of operations. The internal control systems lay emphasis in financial reporting and compliance with applicable rules and regulations.

d) Discussion on Financial Performance with Respect to Operational Performance

The main source of income is derived from Broad band services. 8. CHANGE IN CORPORATE OFFICE ADDRESS OF THE COMPANY:

The Board of Directors would like to inform its members that for operational convenience, the Corporate office of the Company is changed to E-601/602, Remi Bizcourt, Off Veera Desai Road, Andheri (West), Mumbai – 400 053. The purpose for the change in corporate office of the Company is to establish better connectivity with its customers, as the main business is to provide internet services. Mr. Parind Sushil Parekh, Managing Director of the company informed its members that corporate office address has been change.

9. PERSONNEL:

As required under section 217(2A) of the Companies Act, 1956 read with the Companies Particulars of the Employees) Rules 1975, are not applicable since, none of the employee of the Company is drawing more than Rs.60, 00,000/- p.a. and / or Rs.5,00,000/- p.m. for the part of the year, during the year under review. 10. AUDITOR’S REPORT:

The observations made in the Auditors' Report are self-explanatory and therefore do not call for further comments under Section 217 of the Companies Act, 1956


33RD Annual Report M/s. Gupta Rustagi & Co., Chartered Accountants, Mumbai Auditors of the company holds office until the conclusion of ensuing Annual General Meeting. The Company has received certificate from its Auditors to the effect that their re-appointment, if made, would be within prescribed limit under section 224 (1B) of The Companies Act, 1956. 11. LISTING OF SHARES: The Equity Shares of the Company are listed with the prestigious Bombay Stock Exchange Limited and Madhya Pradesh Stock Exchange Limited. The Company's shares have been categorized by the BSE under "B" Category. The Company is having connectivity from the NSDL & CDSL. The investors may hold their shares in the electronic form also. The Company is having independent Share Transfer Agent to carry on transfer and Demat activities as per Listing Agreement. The Company feels proud to inform its members that equity shares are also listed on National Stock Exchange w.e.f. 20th June, 2013. 12. PUBLIC DEPOSITS:

Your Company has not accepted any public deposit within the meaning of provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and there is no outstanding deposit due for re-payment.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE: The information as required under section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:


33RD Annual Report

A. Conservation of Energy:

The Company is not covered under the list of specified industries and hence the disclosures under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, as regards Conservation of Energy are not applicable.

B. Technology Absorption Adaptation and Innovation:

The Company is not covered under the list of specified industries and hence the disclosures under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, as regards Technology Absorption Adaptation and Innovation are not applicable.

C. Foreign Exchange Earnings and Outgoings:

Foreign Exchange Earnings : Nil

Foreign Exchange Outgoings : Nil

14. DEPOSITORIES:

The Company is registered with both National Securities Depository Limited and Central Depository Services (India) Limited. The shareholders can take advantage of holding their scripts in dematerialized mode. 15. STATUTORY DISCLOSURES:

None of the Directors of your Company is disqualified as per provision of Section 274(1) (g) of the Companies Act, 1956. Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.


33RD Annual Report 16. ACKNOWLEDGMENTS:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to your Company by its customers, Bankers and various Government agencies and looks forward to their continued cooperation.

For and on behalf of the Board

Sd/-

Managing Director Date: 17th August, 2013 Place: Mumbai


33RD Annual Report

REPORT ON CORPORATE GOVERNANCE

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

Nivyah Infrastructure & Telecom Services Limited philosophy on corporate governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations, and in all its interactions with its Shareholders, Employees, and the Government. Nivyah Infrastructure & Telecom Services Limited believes that all its operations and actions must serve the underlying goal of enhancing overall Shareholder value, over a sustained period of time.

BOARD OF DIRECTORS AND THEIR MEETINGS

The Board consists of Executive and Non-Executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning. Mr. Parind Sushil Parekh, the Managing Director is overall in-charge for the affairs of the Company who exercise his powers and discharge duties under the superintendence and control of the Board of Directors from time to time. Presently the Board of Directors of the Company comprises of five Directors as on 31st March, 2013.

Composition and category of Directors is as follows: Sr. No

Name Classification of the Director

No. of Directorships held in other companies*

No. of Board Meetings Attended

Attended Last AGM

No. of Memberships/Chairmanships held on committees of other Companies

1 Mr. Parind Sushil Parekh

Promoter, Managing Director

13 7 YES NIL


33RD Annual Report 2 Mr. Asish

Kumar Ray Chairman, Non-Executive Director

6 1 YES NIL

3 Mr. Soumitra Chakraborty

Executive Director

4 6 YES NIL

4 Mr. Ajit Kumar Singh

Non Executive Director

1 3 YES NIL

5 Mr. Anupam Dasgupta

Non Executive Director

0 1 NO NIL

During the year under review, the Board of Directors of the Company met 7 times on

10/05/2012 30/6/2012 14/08/2012 14/11/2012 03/12/2012 27/12/2012 14/02/2013

AUDIT COMMITTEE:

The Audit Committee has been constituted as per Section 292A of the Companies Act, 1956 and the guidelines set out in the Listing Agreements with the Stock Exchanges. The terms of the reference of the Audit Committee are as per the Guidelines set out in the Listing Agreement with the Stock Exchanges that inter-alia include the overview of the Company's financial reporting processes, review of quarterly, half-yearly and annual financial statements, review of adequacy of internal control systems, review of financial and risk management policies and review of significant finding and adequacy of internal control system etc.


33RD Annual Report

A) Constitution of Audit Committee:

Audit Committee Members were:

Mr. Soumitra Chakraborty Chairman (Non Executive Director) Mr. Asish Kumar Ray Member (Non Executive Director) Mr. Parind Sushil Parekh Member (Managing Director)

B) Meetings:

The total number of meetings held during the year was four. 10/05/2012 14/08/2012 14/11/2012 14/02/2013

WHISTLE-BLOWER POLICY: We have established a mechanism for employee to report concerns about unethical behavior, actual or suspected fraud, or violation of our code of conduct or ethics policy. The mechanism also provides for adequate safeguard against victimization of employee who avails of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases. We further affirm that during the financial year 2012 - 13, no employee has denied access to the Audit Committee.

SHAREHOLDERS’ / INVESTORS’ GRIEVANCE COMMITTEE: The Shareholders Grievances Committee facilitates prompt and the effective redressal of the complaints of the shareholders and reporting the same to the Board periodically.

Normally the Share Transfer Agent discharge the responsibility for redressal the investors grievances and effect transfer of shares within a period of 30 days from the date of lodgments of shares for effecting transfer. The Committee meets only in exceptional cases. During the year under review no reference was made to the Committee hence no meeting was required to be held as such.


33RD Annual Report Details of Complaints received during the year:

Name Category

No. of Complaints Received 6

No. of Complaints Pending 0

No. of Complaints Cleared 6

CONSTITUTION OF SHAREHOLDERS’ / INVESTORS’ GRIEVANCE COMMITTEE: The Shareholders Grievance Committee of the Company was constituted comprising of

the following Directors:

Shareholders’/ Investor’s Grievance Committee Members was:

Mr. Parind Sushil Parekh Chairman (Managing Director) Mr. Ajit Kumar Singh Member (Independent Director) Mr. Soumitra Chakraborty Member (Executive Director)

REMUNERATION COMMITTEE: The Company does not have any remuneration committee.


33RD Annual Report

VENUES AND TIME OF THE PREVIOUS THREE ANNUAL GENERAL MEETINGS:

Year Location Date Time Special Resolutions

Postal Ballot

2009-2010

Sodani Complex, 39, Patwardhan Marg, A.B. Road, Dewas – 455 001

27.09.2010

03.30 p.m.

2 0

2010-2011


30.09.2011

11.00 a.m.

N.A. N.A.

2011-2012


29.12.2012

10.00 a.m.

3 N.A.

7. DISCLOSURES: There were material transactions between the Company and its Directors or Management or their Relatives. Transactions with related party are disclosed elsewhere in the Annual Report. None of the transactions have potential conflict with interest of the company at large.

8. CEO/CFO CERTIFICATION:

The Managing Director of the Company, have submitted a Certificate to the Board regarding the Financial Statements and other matters as required under Clause 49(V) of the Listing Agreement. 9. MEANS OF COMMUNICATION: The Company has promptly reported all information including declaration of Quarterly Financial Results to the Stock Exchange where the shares of the Company are listed. The Company also publishes the Audited / unaudited financial results in Free Press Journal (Indore), English Newspaper and in Choutha Sansar (Indore) Hindi Newspaper.


33RD Annual Report

GENERAL SHAREHOLDER INFORMATION:

Annual General Meeting Saturday, 14th September, 2013 at 11.00 AM Venue Sodani Complex, 39 A.B. Road,

Patwardhan Marg, Dewas – 455001, Madhya Pradesh ii) Financial Year: 2012 – 13 iii) Date of Book Closure: 04th September, 2013 to 12th September, 2013 (Both days inclusive) iv) Dividend Payment Date: The Board of Directors has not recommended any dividend for the Financial Year 2012-13 v) Listing on Stock Exchange: 1) Bombay Stock Exchange (517534) 2) National Stock Exchange 3) Madhya Pradesh Stock Exchange (517534) vi) Stock Code: BSE - 517534, MPSE - 517534 vii) High and Low during each month in the Financial Year 2012-2013


33RD Annual Report

Stock Market Data:

DEMATERIALIZATION OF SHARES:

The Company's Shares are available for trading in the Depository System both at National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The International Security Identification Number (ISIN) allotted by NSDL and CDSL to the Company is INE303D01014. Demat Status of Company as on March 31, 2013 is as under:

Month High Low No. of Shares

Apr 12 11.38 8.40 60,86,636 May 12 9.90 4.38 69,60,326 Jun 12 5.81 4.61 54,39,892 Jul 12 5.20 3.82 34,11,220

Aug 12 5.29 3.10 47,80,070 Sep 12 8.60 5.08 40,67,986 Oct 12 11.19 7.48 52,76,265 Nov 12 9.34 6.88 26,84,322 Dec 12 8.00 5.54 57,40,093 Jan 13 10.25 6.74 87,39,825 Feb 13 7.71 4.47 16,55,235 Mar 13 5.56 2.78 22,24,988


33RD Annual Report

Particulars No. of Shares Percentage ELECTRONIC MODE

1 Held in dematerialized form in CDSL 43157667 57.92% 2 Held in dematerialized form in NSDL 28284441 37.96% 3 Total 71442108 95.88% 4 Physical 3072820 4.12% 5 Total No. of Shares (3+4) 74514928 100.00%

Registrar and Transfer Agents: Ankit Consultancy Pvt. Ltd (Share transfer and communication regarding 60, Electronic Complex, share certificates, dividends and change of Pardeshipura, Indore (M.P) 452010 address) Shareholding Pattern as on 31st March, 2013: Category No. of Shares held % of Holding A. PROMOTER’S HOLDING 1 PROMOTERS Indian Promoters 19,535,166 26.22 Foreign Promoters 0.00 0.00 2 Person acting in Concert 0.00 0.00 Sub Total 19,535,166 26.22


33RD Annual Report B. NON PROMOTER’S HOLDING

3 INSTITUTIONAL INVESTORS a Mutual Funds and UTI 4,200 0.01 b Banks, Insurance Companies, Financial Institutions, Central/State Govt. Inst/Non Govt. Inst

9,700 0.01

c Foreign Institutional Investors 0.00 0.00 Sub Total 13,900 0.02 4. OTHERS a Private Corporate Bodies 18,151,755 24.36 b Indian Public 33,818,474 45.38 c NRI’s / OCB’s 2,778,118 3.73 d Any Other: Clearing Member 217,515 0.29 Sub Total 54,965,862 73.76 GRAND TOTAL 74,514,928 100

Distribution of Share Holding as on 31st March, 2013 Range of Equity No. of holders % of Share

Holders to total Share holders

Amount % of Amount to total

Amount UPTO 1000 7,466 70.42 7,278,520 0.98 1001 – 2000 555 5.23 1,076,820 0.14 2001 – 3000 247 2.33 715,410 0.10 3001 – 4000 114 1.08 443,530 0.06 4001 – 5000 390 3.68 1,931,080 0.26

5001 – 10000 547 5.16 4,753,360 0.64


33RD Annual Report

10001 – 20000 341 3.22 5,526,670 0.74 20001 – 30000 172 1.62 4,587,370 0.62 30001 – 40000 139 1.31 4,941,720 0.66 40001 – 50000 114 1.08 5,448,510 0.73 50001 -100000 173 1.63 13,143,470 1.76

100000 –ABOVE 344 3.24 695,302,820 93.31

OUTSTANDING GDRS/ADRS/WARRANTS OR ANY OTHER CONVERTIBLE INSTRUMENTS:

Company has not issued any GDRS/ADRS/ Warrants or any other convertible instruments or any issue (Public issue, Right issue, preferential issue etc.) which is likely to have impact on Equity Share Capital of the Company. Investor Correspondence: For transfer/ dematerialization of shares: Ankit Consultancy Pvt. Ltd payment of dividend on shares, interest 60, Electronic Complex, Pardeshipura, and redemption of debentures, and Indore (M.P) 452010. any other query relating to the shares and debentures of the Company.

(Any other query) Nivyah Infrastructure & Telecom Services Limited Sodani Complex, 39, A.B Road, Patwardhan Marg, Dewas – 455001, Madhya Pradesh


33RD Annual Report

MANAGEMENT RESPONSIBILITY STATEMENT

The financial statements are in full conformity with the requirements of the Companies Act, 1956 and the Accounting Standards issued by the Central Government. The Management of Company accepts responsibility for the integrity and objectivity of these financial statements, as well as, for estimates and judgments relating to matters not concluded by the year-end. The management believes that the financial statements reflect fairly the form and substance of transactions and reasonably presents the company's financial condition, and results of operations. To ensure this, the Company has installed a system of internal controls, which is reviewed, evaluated and updated on an ongoing basis. Our internal auditors have conducted periodic audits to provide reasonable assurance that the company's established policy and procedures have been followed. However, there are inherent limitations that should be recognized in weighing the assurances provided by any system of internal controls. These financial statements have been audited by Gupta Rustagi & Co., Chartered Accountants, Mumbai the Statutory Auditors of the Company.

By order of the Board

For Nivyah Infrastructure & Telecom Services Limited

Mr. Parind Sushil Parekh

Managing Director

Date: 17th August, 2013

Place: Mumbai


33RD Annual Report

Declaration from the Managing Director: (Under clause 49(D) (ii) of the Listing Agreement)

As provided under Clause 49 of the Listing Agreement with the Stock Exchange, the Board Members and the Senior Management Personnel have affirmed compliance with the Company's Code of Conduct for the year ended 31st March, 2013.

Mr. Parind Sushil Parekh

Managing Director

Date: 17th August, 2013

Place: Mumbai


33RD Annual Report

CERTIFICATE BY THE PRACTICING COMPANY SECRETARY ON CORPORATE GOVERNANCE

To, The Members of NIVYAH INFRASTRUCTURE & TELECOM SERVICES LIMTIED I have examined the compliance of the conditions of Corporate Governance by NIVYAH INFRASTRUCTURE & TELECOM SERVICES LIMTIED, for the year ended on March 31, 2013 as stipulated in Clause 49 of the Listing Agreement of the Company with Stock Exchanges in India. The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was limited to review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In my opinion and to the best of my information and according to the explanations given to me , and the representations made by the management I certify that the company has complied with conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchanges of India. I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For, SG & ASSOCIATES PRACTICING COMPANY SECRETARY Mr. SUHAS S. GANPULE C.P No : 5722 ACS No: 12122 DATE: 17TH AUGUST, 2013 PLACE: MUMBAI


33RD Annual Report

INDEPENDENT AUDITOR’S REPORT

To the Members of Nivyah Infrastructure & Telecom Services Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Nivyah Infrastructure & Telecom Services Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness


33RD Annual Report of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate subject to certain exceptions mentioned in the following paragraph to provide a basis for our qualified audit opinion.

Basis for Qualified Opinion

The company's trade receivables are carried at the balance sheet date at 26,76,55,55. Management has not provided appropriate audit evidence regarding the recoverability ofthe said amount. In the opinion of the management there are remote chances of recoverability of certain amounts, which they are unable to quantify. Further, in the absence of sufficient details, we are unable to quantify the interest and penalty that may arise on the long outstanding statutory dues payable by the company. Hence the liabilities of the company are understated by an amount due to non-provision of statutory liabilities which is not ascertainable by the management as per note no 32. Further, as per note no. 31 balances of Trade Payables, Trade Receivables, Loans & Advances and Deposit are subject to Confirmation.

Qualified Opinion

In our opinion, except for the matters described in the Basis for Qualified Opinion paragraph, and to the best of our information and according to the explanations given to us, the financial statements present fairly, in all material aspects :

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; (b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act,


33RD Annual Report

we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that: a) We have obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit; b) in our opinion proper books of account as required by law have been kept by the

Company so far as appears from our examination of those books; c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with

by this Report are in agreement with the books of account; d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow

Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 except for Accounting Standard 15 " Employee Benefits" where Retirement benefits and leave encashment are charged on the basis of valuation certified by the management instead of the Actuarial Valuation;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

For Rustagi & Co.,

Chartered Accountants

Firm Registration No.301094E

Place - Mumbai Sd/-

Date – August 17, 2013 Ms. Meenakshi Gupta Partner Membership No. 108097


33RD Annual Report

ANNEXURE TO AUDITOR’S REPORT [Referred to in paragraph 3 of the Auditor’s Report to the members of Nivyah Infrastructure & Telecom Services Limited]

As required by the Companies (Auditor’s Report) Order, 2003, issued by the Company Law Board in terms of section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and as per the information and explanations given to us during the course of audit, we further state that:

(i) In respect of fixed assets:

a) The Company has maintained a fixed assets register including quantitative

details and situation of fixed assets. b) As explained to us, the company has taken physical verification of fixed

assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) The company has not disposed off any fixed assets during the year which could affect the going concern status of the Company.

(ii) The company does not have any inventories, so requirement of the clause 4(ii) of the order are not applicable to the Company.

(iii) a) The Company had granted unsecured demand loans to 18 Parties covered in

the register maintained under Section 301 of the Act. The maximum amount involved during the year was Rs.1.08,39,677/- and the year end balance of loan granted to said parties was Rs.98,74,053/-.

b) In our opinion, the rates of interest and other terms & conditions of loans granted by the company are not prima facie prejudicial to the interests of the company.


33RD Annual Report

c) The stipulations regarding payment of Principal amount and interest have not been specified.

d) The company has taken unsecured demand loans from 4 parties covered in the register maintained under section 301 of the Act. The maximum amount involved during the year was Rs.2, 53, 76,772/- and the yearend balance of loan taken from the said parties was Rs.2,51,51,617/-.

e) The loans are interest free and there are no stipulations with respect to the interest, which can prima facie be prejudicial to the interest of the share holder.

f) In respect of loans taken, the principal amount is repayable on demand.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchases of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weaknesses has been noticed in the internal control system or continuing failure to correct major weaknesses in internal control system of the company in respect of these areas, except for the cash sales of services.

In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956.

(vi) The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India and the provision sections 58A & 58AA of the Act, & rules framed there under are not applicable to the company.

(vii) In our opinion, the Company does not have an internal audit system commensurate with its size and nature of its business.

(viii) We have been informed that the maintenance of cost records, prescribed by Central Government u/s 209(1) (d) of the Companies Act, 1956 are not applicable to the company.

(ix) (a) According to information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the Company is not regular in depositing with appropriate authorities undisputed statutory dues


33RD Annual Report

including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales tax, wealth tax, customs duty, Service tax, excise duty and cess as applicable to it. The total undisputed statutory liability is Rs.4,36,37,625/-.

(b) According to information and explanations given to us, undisputed amounts payable in respect of income tax, Service tax, employees provident fund, were in arrears as at 31st March, 2013 for a period of more than six months from the date they became payable. The year wise breakup is as under:

Sr.No. Statute Nature Period Amount

1 Income Tax Act TDS 2008-09 to

2012-13

2,06,52,950/-

2 Income Tax Act Income tax 11,40,404/-

3 Service Tax Act Service Tax 2008-09 to

2012-13

2,09,02,245/-

4 Profession Tax Act Profession Tax 2009-10 to

2012-13

3,24,802/-

5 Provident Fund Act Provident

Fund

2009-10 to

2012-13

6,17,224/-


33RD Annual Report

(c) According to information and explanations given to us, there are no dues of income

tax, wealth tax, sales tax, customs duty, excise duty and cess which have not been

deposited on account of any dispute.

According to the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the Balance Sheet date.

(xii) The Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, therefore clause 4 (xii) of the order is not applicable to the company.

(xiii) The provision of any special statute applicable to chit fund/mutual benefit fund/societies are not applicable to the Company, therefore clause 4 (xiii) of the order is not applicable.

(xiv) The Company is not trading in shares & securities, so requirement of clause 4 (xiv) does not applicable to the Company.

(xv) In our opinion and according to the information and explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institution during the year, so the clause 4(xv) of the order is not applicable.

(xvi) The Company has not taken any term loan from bank. So, requirement of clause 4(xvi) of the order is not applicable.

(xvii) In our opinion and according to the information and explanation given to us, there are no funds raised on short – term basis which have been used for long term investment or vice–a- versa.

(xviii) The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company had no debentures, therefore the clause 4 (xix) of the order is not applicable to the Company.


33RD Annual Report (xx) The Company has not raised money by public issues during the year under audit,

therefore clause 4 (xx) of the order is not applicable to the Company.

(xxi) In our opinion and according to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

For Rustagi & Co., Chartered Accountants

Firm Registration No.301094E Place - Mumbai Sd/-

Date - August 17, 2013 Ms. Meenakshi Gupta Partner

Membership No. 108097

Note No. As At As At

31.03.13 31.03.12

Rs. Rs.

I EQUITY AND LIABILITIES:

Shareholders' Funds

a Share Capital 3 745,149,280 207,746,000

b Reserves and Surplus 4 (147,198,474) (58,423,089)

597,950,806 149,322,911

Non‐current Liabilities

a Long‐term Borrowings 5 30,488,117 5,901,411

30,488,117 5,901,411

Current Liabilities

a Short‐term Borrwings 6 4,874,456 5,637,584

b Trade Payables 7 100,544,032 35,296,149

c Other Current Liabilities 8 55,101,722 582,572,135

d Short‐term Provisions 9 3,248,070 2,950,394

163,768,280 626,456,262

Total 792,207,203 781,680,584

II ASSETS:

Non‐Current Assets

a Fixed Assets 10

i Tangible Assets 2,713,338 3,979,533

ii Intangilble Assets 374,564,544 468,205,680

377,277,882 472,185,213

b Deffered tax assets 11 31,285,733 31,285,733

c Non‐current Investments 12 9,088 9,088

d Long Term Loans and Advances 13 98,413,041 79,624,061

506,985,744 583,104,095

Current Assets

a Trade Receivables 14 267,977,709 184,736,556

b Cash and Cash Equivalents 15 14,177,678 9,726,894

c Short term Loans and Advances 16 312,603 3,987,171

d Other current assets 17 2,753,470 125,868

285,221,460 198,576,489

Total 792,207,203 781,680,584

Summary of significant accounting policies 2

Diiff (1) ‐

The accompanying notes are an integral part of the financial statements.

As per our Report of even date attached

For Rustagi & Co., For and on Behalf of Board of Directors

Firm Registration No. 301094E


Sd/‐ Sd/‐

Sd/‐

Meenakshi Gupta Parind Sushil Parekh Ajit Kumar Singh

Partner

Membership No. 108097 Managing Director Director

Date : 17th August, 2013

Place : Mumbai

Nivyah Infrastructure & Telecom Services Ltd.

BALANCE SHEET AS AT 31ST MARCH, 2013

Note No. Year ended Year ended

31.03.13 31.03.12

Rs. Rs.

INCOME

Revenue from operations 18 145,461,486 225,650,243

Other Income 19 3,277,780 3,309,734

Total 148,739,266 228,959,977

EXPENDITURE

Cost of materials and components consumed 20 120,751,090 174,913,995

Employee benefits expenses 21 6,624,317 15,026,319

Other Operating and administrative expenses 22 14,153,778 22,473,057

Total 141,529,185 212,413,371

Earnings before interest, tax, depreciation and

amortization (EBITDA) 7,210,081 16,546,606

Depreciation and amortization expense 23 95,118,626 2,250,912

Finance costs 24 866,840 657,148

(Loss)/Profit before Tax (88,775,385) 13,638,546

Tax expenses

Current tax ‐ 2,950,394

Deferred Tax ‐ (6,965,688)

Total tax expense ‐ (4,015,294)

(Loss)/Profit for the year (88,775,385) 17,653,840

Earnings per Share (Basic and Diluted) 25 (1.19) 0.24

Summary of significant accounting policies 2

The accompanying notes are an integral part of the financial statements.





Sd/‐ Sd/‐ Sd/‐


Partner

Membership No.108097 Managing Director Director


Place : Mumbai

STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2013


Sr. No. Particulars

A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Extraordinary items and Taxes (88,775,385) 13,638,548

Adjustments for

Depreciation 1,477,490 2,250,912

Amortization of Goodwill 93,641,136 ‐

Finance Cost 866,840 95,985,466 657,148 2,908,060

Operating Profit before Working Capital Changes 7,210,081 16,546,608

Change In working Capital

Adjustments for

Sundry Debtors (83,241,153) (113,180,110)

Loans and Advances 3,674,568 2,647,621

Other Current Assets (2,627,602) 121,386,902

Short Term Provisions 297,676 ‐

Trade Payables 65,247,883 (3,195,905)

Other Current Liabilities (527,470,413) (544,119,041) 472,470,951 480,129,459

CASH (USED IN)/ GENERATED FROM OPERATIONS (536,908,959) 496,676,067

Interest paid (866,840) (657,149)

NET CASH (USED IN)/ GENERATED FROM OPERATIONS (537,775,799) 496,018,918

B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (211,295) (311,195)

L T L & Ad (18 788 980)

Current Year (Rs.) Previous Year (Rs.)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013


Long Term Loans & Advances (18,788,980) ‐

Intagibles ‐ (468,205,680)

Purchase of investments ‐ 864,736

NET CASH (USED)/ FROM INVESTING ACTIVITIES (19,000,275) (467,652,139)

C CASH FLOW FROM FINANCING ACTIVITIES

Issue of Share Capital 537,403,280 ‐

Increase/ (Decrease) in Long‐term Borrowings 24,586,706 (38,839,712)

Increase/ (Decrease) in Short Term Borrowings (763,128) 561,226,858 965,521 (37,874,191)

NET CASH (USED)/ FROM FINANCING ACTIVITIES 561,226,858 (37,874,191)

NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS 4,450,784 (9,507,413)

OPENING BALANCE OF CASH AND CASH EQUIVALENTS 9,726,894 704,530

CASH and CASH EQUIVALENT taken Over On AMALGAMATION ‐ 18,529,777

CLOSING BALANCE OF CASH AND CASH EQUIVALENTS 14,177,678 9,726,894

NOTE :1 Previous year figures has been regrouped, reclassified and restated to conform to current year's figures.

2 Cash and Cash Equivalents and Bank Balances as per balance Sheet and Includes Rs. 70,00,000/‐ (Rs.67,86,017/‐) in respect of pledged

Fixed Deposits, the balance of which is not available withe the comapany.

3 The Above Cash Flow has been Prepared under the Indirect Method as Set Out in AS‐3 on Cash Flow Statment Issued by ICAI.





Sd/‐ Sd/‐


Partner

Membership No.108097 Managing Director Director


As at As at

31.03.2013 31.03.2012

Rs. Rs.

Note 3 SHARE CAPITAL

Authorised Capital

755,00,000 (Previous year 210,00,000) equity shares of Rs.10/‐ each 755,000,000 210,000,000

Issued, Subscribed and Paid Up

745,14,928 (Previous year 207,74,600) Equity Shares of Rs. 10/‐ each fully paid up 745,149,280 207,746,000

745,149,280 207,746,000

a Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity Shares

No. Amount (Rs.) No. Amount (Rs.)

At the beginning of the period 20,774,600 207,746,000 20,774,600 207,746,000

Issued during the period 53,740,328 537,403,280 ‐ ‐

Outstanding at the end of the period 74,514,928 745,149,280 20,774,600 207,746,000

b Terms/rights attached to equity shares

d Details of shareholders holding more than 5% shares in the company*

Name of the Holder

% Qty % Qty

Equity Shares of Rs.10/‐ each fully paid

SANJAY GUPTA 9.70 7,227,944 6.74 1,400,000

AMRAPALI AADYA TRADING & INVESTMENT 9.11 6,788,252 ‐ ‐

e 5,37,40,328 Equity Shares are issued for consideration other than cash in pursuance of scheme of amalgamation in the financial year

f The Company has not issued any bonus shares during last five years.

g The Company has not forfeited any Shares during last five years.

* As per records of the Company, including the register of shareholders/members and other declaration received from shareholders regarding beneficial interest

Note 4 RESERVES AND SURPLUS

Securities Premium account

Balance as per last Balance Sheet 8,866,296 1,999,180

Add: during the year ‐ 6,867,116

Closing Balance 8,866,296 8,866,296

Capital Reserve

Balance as per last Balance Sheet 46,383,612 6,787,285

Add: during the year ‐ 39,596,327

Closing Balance 46,383,612 46,383,612

DEFICIT in the profit and loss account

Balance as per last Balance Sheet (113,672,997) (131,326,837)

Loss for the year (88,775,385) 17,653,840

Net Deficit in the statement of profit and loss (202,448,382) (113,672,997)

Total Reserves & Surplus (147,198,474) (58,423,089)

As at As at

31.03.2013 31.03.2012

31 March 2013 31 March 2012


NOTES ANNEXED TO AND FORMING PART OF THE FINANCIAL STATEMENTS AS AT 31ST MARCH, 2013

31 March 2013 31 March 2012

The company has only one class of equity shares having a par value of Rs.10/‐ per share. Each holder of equity shares is entitled to one vote per share. The

company declares and pays dividends in Indian rupees. The dividend proprosed by the Board of Directors is subject to the approval of the shareholders in the

ensuing Annual General Meeting.

During the year ended 31 March 2013, the company has not declared any dividend.

Rs. Rs.

Note 5 LONG‐TERM BORROWINGS

Unsecured Loans: ‐

Loans from Related Parties (Refer note 27) 25,073,117 5,901,411

Others Unsecured Loan 5,415,000 ‐

30,488,117 5,901,411

Note 6 SHORT‐TERM BORROWINGS

Secured

Saraswat Cooperative Bank (OD A/c) 4,874,456 5,637,584

Note: 4,874,456 5,637,584

The above loan from Saraswat Co op Bank is Secured by Fixed Deposits

Note 7 TRADE PAYABLES

Sundry Creditors (Refer Note below) 100,544,032 35,296,149

100,544,032 35,296,149

Note: Dues to Micro and Small Scale Business Enterprises

There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March,

2013. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been

determined to the extent such parties have been identified on the basis of information available with the Company.

Note 8 OTHER CURRENT LIABILITIES

Balance in Current Account due to Cheques Issued ‐ 1,165,213

Shares to be alloted due to to merger / amalgamation ‐ 537,403,280

Statutory Dues Payable 45,576,941 37,681,390

Deposits From Customers 466,595 ‐

Other payables 9,058,186 6,322,252

55,101,722 582,572,135

Note 9 SHORT‐TERM PROVISIONS

Provision for income tax 2,950,394 2,950,394

Other Provisions 297,676 ‐

3,248,070 2,950,394

Note ‐ 10

A TANGIBLE ASSETS

As on 01.04.12

Addition Deduction

As on 31.03.13 As on 01.04.12 For the year Deduction As on 31.03.13 As on 31.03.13 As on

31.03.12

EDP Equipment 10,157,412 211,295 ‐ 10,368,707 6,876,051 1,352,882 ‐ 8,228,933 2,139,774 3,281,361

‐ ‐ ‐

Vedio License 275,000 ‐ ‐ 275,000 109,297 23,049 ‐ 132,346 142,654 165,703

‐ ‐ ‐

Air Conditioner 13,400 ‐ ‐ 13,400 5,903 1,043 ‐ 6,946 6,454 7,497

‐ ‐ ‐

Furniture & Fixtures 303,466 ‐ ‐ 303,466 90,184 53,973 ‐ 144,157 159,309 213,282

‐ ‐ ‐

Office Equipment 404,202 ‐ ‐ 404,202 92,512 46,543 ‐ 139,055 265,147 311,690

‐ ‐ ‐ ‐ ‐

Total 11,153,480 211,295 ‐ 11,364,775 7,173,947 1,477,490 ‐ 8,651,437 2,713,338 3,979,533

Previous Year ‐ 11,153,480 ‐ 11,153,480 ‐ 7,173,947 ‐ 7,173,947 3,979,533

B Intangible Assets

Goodwill 468,205,680 ‐ ‐ 468,205,680 ‐ 93,641,136 ‐ 93,641,136 374,564,544 468,205,680

Previous Year 468,205,680 468,205,680 468,205,680 ‐

Nivyah Infrastructure & Telecom Services Ltd.NOTES ANNEXED TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2013

(Amount in Rs. )

Gross BlockParticulars Depreciation/Amortisation Net Block

As at As at

31.03.2013 31.03.2012

Rs. Rs.

Note 11 DEFERRED TAX ASSETS

Deferred Tax Asset as per last Financial Year 31,285,733 ‐

Add: Arising due to merger ‐ 24,320,045

Fixed Assets ‐ (146,185)

Timing difference ‐ 10,025,283

31,285,733 34,199,143

Gross deferred tax liability

Impact of loss set off ‐ 2,913,410

Net deferred tax assets 31,285,733 31,285,733

Note 12 NON‐CURRENT INVESTMENTS

(Unquoted,non‐trade at cost)

Investment in gold 5gm coin 9,088 9,088

9,088 9,088

Note 13 LONG‐TERM LOANS AND ADVANCES

(Unsecured Considered Good)

Security Deposits 4,195,000 1,211,000

Receivable from related parties (Refer Note below) 1,934,379 3,917,000

Dues From Statutory Authorities 6,586,252 2,877,880

Other Loans and Advances 85,697,410 71,618,181

98,413,041 79,624,061

Note: includes amount of Rs.15,92,461/‐(previous year Rs.6,36,961/‐ due from a relative of a director

Note 14 TRADE RECEIVABLES

Debts outstanding for a period exceeding six months

Unsecured, considered good 185,305,200 127,187,299

Doubtful ‐

185,305,200 127,187,299

Other Receivables

Unsecured, considered good 82,672,509 57,549,257

Doubtful ‐

82,672,509 57,549,257

267,977,709 184,736,556

Note 15 CASH AND CASH EQUIVALENTS

Balances with banks

in Current Account 1,219,756 453,925

in Fixed Deposit (under lien) 7,000,000 6,786,017

Cash on hand 5,957,922 2,486,952

14,177,678 9,726,894

Note 16 SHORT‐TERM LOANS AND ADVANCES

(unsecued, considered good)

Dues From Employees 312,603 3,987,171

312,603 3,987,171

Note 17 OTHER CURRENT ASSETS

(unsecued, considered good)

Prepaid Expenses ‐ 125,868

Share issue expenses unamortised 2,753,470 ‐

2,753,470 125,868

Amount in Rs. Amount in Rs.

31st March, 2013 31st March, 2012

Note 18 REVENUE FROM OPERATIONS

Sale of Services 145,461,486 225,650,243

145,461,486 225,650,243

Note 19 OTHER INCOME

Miscellaneous Income 2,431,203 3,055,453

Interest on Bank Deposit 846,577 254,281

3,277,780 3,309,734

Note 20 COST OF MATERIALS AND COMPONENTS CONSUMED

Purchases 120,145,259 96,703,453

Last Mile Purchase 151,599 1,341,282

Equipment Rental 435,587 2,487,663

Cabling and Wiring and Other Equipment 18,645 74,381,597

120,751,090 174,913,995

Note 21 EMPLOYEE BENEFIT EXPENSES

Wages, Salaries, and Bonus 6,083,341 14,324,236

Contribution to Provident Funds 231,320 ‐

Staff Welfare Expenses 179,656 270,885

Supervision Charges ‐ 389,618

Directors Remuneration 130,000 41,580

6,624,317 15,026,319

Note 22 OPERATING AND ADMINISTRATIVE EXPENSES

Power and Fuel 823,954 754,332

Rent 5,799,739 6,463,980

Repairs to Machinery 310,683 1,067,135

Rates and Taxes ‐ 571,002

Consultancy And Professional Fees 1,918,265 3,817,717

Commission 203,922 2,028,175

Miscellaneous Expenses 4,760,215 7,470,716

Auditors' Remunerations (Refer Note (a) below) 337,000 300,000

14,153,778 22,473,057

(a) Auditors' remuneration includes:

Audit fees 280,900 250,000

Tax audit fees 56,180 50,000

FOR THE YEAR ENDED 31ST MARCH, 2013

NOTES ANNEXED TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Note 23 DEPRECIATION AND AMORTISATION EXPENSE

Depreciation on Tangible assets 1,477,490 2,250,912

Amortisation of Intangible assets 93,641,136 ‐

95,118,626 2,250,912

Note 24 FINANCE COST

Bank interest on Overdraft 485,183 457,928

Bank Charges 329,001 199,220

Interest on Loan 52,655 ‐

866,839 657,148

Note 25 EARNINGS PER SHARE

Net Loss for the year (in Rs.) (88,775,385) 17,653,840

Weighted average number of Equity shares outstanding (Nos.) 74,514,928 74,524,928

Face Value of one equity share 10 10

Earnings Per Share (Rs.)‐ Basic and Diluted (in Rs.) (1.19) 0.24

Note 26 PREVIOUS YEAR FIGURES

Amount in Rs. Amount in Rs.


Previous Year's figures have been regrouped, reclassified and restated, wherever necessary.

Note 27 RELATED PARTY DISCLOSURES

A OTHER RELATED PARTIES WITH WHOM THE COMPANY HAD TRANSACTIONS DURING THE YEAR

i) Associates

Optimum Broadband services

K.G Teleinfra Services Pvt. Ltd.

Nivyah Digital netconnect pvt ltd

Nivyah Five star broadband services pvt ltd

Nivyah Samapark pvt ltd

ii) Key Management Personnel

Parind Sushil Parekh

Kavita Gowda

iii) Shareholders alongwith relatives having substantial

interest

Neha shah parekh

Mehul parekh

Hemant shah

Dhaval parekh

B Disclosures of transactions between the Company and Related Parties and the status of outstanding

balances as on 31st March,2013

Nature of transactions For the year ended For the year ended


Associates Loan Repaid 1,041,040

Loan Taken ‐ 49,000

Loan Given 322,156 3,795,737

Outstanding as at the year end ‐ Payable 49,000 49,000

Outstanding as at the year end ‐ Receivable 8,181,724 8,900,608

Key Management Personnel and their relatives

Loan Taken 19,881,343 319,490

Loan Given 789,868 16,207,210

Outstanding as at the year end ‐ Payable 25,102,617 5,221,274

Outstanding as at the year end ‐ Receivable 1,594,329 666,274

C Disclosure in respect of transactions which are more than 10% of the total transactions of

the same type with related parties during the year:

Nature of transactions For the year ended For the year ended


Associates

Optimum Broadband services Loan Repaid 1,041,040 ‐

Loan Given ‐ 3,510,500

Outstanding as at the year end ‐ Receivable 2,469,460 3,510,500

Nivyah Five star broadband services pvt ltd Loan Given 285,316 ‐

Outstanding as at the year end ‐ Receivable 285,316 ‐

Nivyah Digital netconnect pvt ltd Outstanding as at the year end ‐ Receivable 5,206,871 5,206,871

Key Management Personnel and their relatives

Parind Sushil Parekh Loan Taken 19,841,498 4,294,774

Loan Repayment received ‐ 10,943,975

Outstanding as at the year end ‐ Payable 24,136,272 4,294,774

Neha Shah Parekh Loan Given 760,000 58,000

Outstanding as at the year end ‐ Receivable 1,121,500 361,500

Hemant Shah Loan Given 167,500 181,461

Outstanding as at the year end ‐ Receivable 348,961 181,461

Note 28 SEGMENT INFORMATION

a)

b)

Note 29 CONTINGENT LIABILITIES

The Company had only one reporting segment during the year i.e. Internet services and accordingly no intformation about primary

segment has been given.

The company does not have any geographical distribution of revenue hence secondary segment reporting based on geographical

location of its customer is not applicable to the company.

There are no contingent liabilities during the current year as well as the previous year.

Note 30 FOREIGN CURRENCY TRANSACTIONS

The company does not have any earnings or expenditure in Foreign Exchange during the current as well as the previous year.

Note 31 BALANCES SHOWN UNDER SUNDRY DEBTORS AND ADVANCES

Note 32 NON COMPLIANCE OF STATUTORY OBLIGATION

Note 33 GOODWILL

Note 34 DEFERRED TAXATION





Sd/‐ Sd/‐ Sd/‐


Partner

Membership No. 108097 Managing Director Director


Place : Mumbai

Balances shown under Sundry Debtors, Advances, some of the Sundry Creditors are subject to confirmation/reconciliation and consequential adjustment, if any.

However the company has been sending letters for confirmation to these parties. In the opinion of management, the value of Sundry Debtors, Advances, Sundry

Creditors on realization/payment in the ordinary course of business, will not be less/ more than the value at which these balances are stated in the Balance

Sheet.

Non provision for liabilities in respect to non compliance of statutory obligations due is not made as amount is not ascertainable.

The excess of Purchase Consideration over its Equity Share Capital of the Transferor Company is recognized as 'Goodwill' being an asset in the amalgamated

financial statements. The same will be written off in the books of the merged entity w.e.f April 01, 2012 in five equal installments.

Deffered tax assets on account of unabsorbed depreciation/amortisaation has not been recongnised in absence of reasonable certainty that sufficient future

taxable income will be available against which such deferred tax asset can be realised.


33RD Annual Report

NIVYAH INFRASTRUCTURE & TELECOM SERVICES LIMITED NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2013. Note 1 CORPORATE INFORMATION Nivyah Infrastructure and Telecom Services Limited is a Public Limited Company domiciled in

India and incorporated under the Companies Act, 1956. The shares of the Company are listed

on Bombay Stock Exchange Limited. The company is into the business of telecom and

infrastructure services.

Note 2 SIGNIFICANT ACCOUNTING POLICIES:

2.1 Basis of Preparation of Financial Statements

i) The accompanying Financial Statements are prepared under historical conventions in

accordance with the generally accepted accounting principles and provisions of the

Companies Act, 1956 and the applicable accounting standards referred to under

Section 211(3C) of the Companies Act, 1956 as issued by The Institute of Chartered

Accountants of India from time to time. The disclosures are made in accordance with

the requirements of Schedule VI of the Companies Act, 1956 and the Accounting

Standards as applicable to the Company.

ii) The Company is following Mercantile basis of accounting and recognizes Incomes &

Expenditures on Accrual basis.


33RD Annual Report 2.2 Use of Estimates

The preparation of financial statements, in conformity with the generally accepted

accounting principles, require estimates and assumptions to be made that affect the

reported amounts of assets and liabilities on the date of the financial statements and the

reported amounts of the revenues and expenses during the period. Differences between

actual and estimated are recognized in the period in which the result are known or are

materialized.

2.3 Revenue Recognition

Income from services rendered is recognised as the service is performed and is booked

based on agreements/arrangements with the concerned parties. Interest on investments

is booked on a time proportion basis taking into account the amounts invested and the

rate of interest.

2.4 Expenditure :

Expenses are accounted for on accrual basis and provision is made for all known losses

and liabilities.

2.5 Investments :

Investments are classified as non-current or current, based on management’s intention

at the time of purchase. Investments that are readily realisable and intended to be held

for not more than a year are classified as current investments. All other investments are

classified as non-current investments.

Trade investments are the investments made for or to enhance the Company’s business

interests.

Current investments are stated at lower of cost and fair value determined on an

individual investment basis. Non-current investments are stated at cost and provision

for diminution in their value, other than temporary, is made in the financial statements.


33RD Annual Report

2.6 Fixed Assets

Fixed assets are stated at cost of acquisition less accumulated depreciation. Cost is

inclusive of freight, duties, taxes, levies, and other incidental expenses incurred for

bringing the assets to their working condition for intended use.

2.7 Intangible Assets

The intangible assets of the Company will be written off over a period of five years from

the Financial Year starting from April 1, 2012.

2.8 Depreciation

Depreciation is provided on fixed assets as per the written down value method at rates

provided in schedule XIV of the Companies Act, 1956 except that of Goodwill.

Assets individually costing less than Rs. 5,000/- are fully depreciated in the year of

acquisition.

2.9 Impairment of Assets

As at each Balance Sheet date, the carrying amount of assets is tested for impairment so

as to determine:

a) the provision for impairment loss, if any, required or

b) the reversal, if any, required of impairment loss required in previous periods.

Impairment loss is recognized when the carrying amount of an asset exceeds its

recoverable amount.

Recoverable amount is determined

a) in the case of an individual asset, at the higher of net selling price and the value

in use, and

b) in the case of cash generating unit ( a group of assets that generates identified

independent cash flows), at the higher of the cash generating unit’s net selling

price and the value in use Value in use is determined as the present value of


33RD Annual Report

estimated future cash flows from the continuing use of an asset and from its

disposal at the end of its useful life.

2.10 Taxes on Income :

Provision for Taxation for the year comprises of Current Tax and Deferred Tax and

Fringe Benefit Taxes. Income Tax expenses comprise of current tax and deferred tax

charge or credit. Current Tax Provision has been determined on the basis of reliefs,

deductions available, under the Income Tax Act. Deferred Tax is recognized for all

timing differences, subject to the consideration of prudence applying the tax rates that

are applicable to the Balance Sheet date based on the developments during the year.

2.11 Earnings Per Share (EPS) :

Basic and Diluted Earnings per share is calculated by dividing the net profit or loss for

the year attributable to equity shareholders by the weighted average number of equity

shares outstanding during the year.

2.12 Provisions and Contingent Liabilities

A provision is recognised when there is a present obligation as a result of a past event,

it is probable that an outflow will be required to settle the obligation and in respect of

which reliable estimate can be made. Provision is not discounted to its present value

and is determined based on the best estimate required to settle the obligation at the

yearend date. These are reviewed at each year end date and adjusted to reflect the best

current estimate. Depending upon the facts of each case and after due evaluation of

legal aspects, claims against the Company are accounted for as either provisions or

disclosed as contingent liabilities. The Company makes a provision when there is a

present obligation as a result of a past event where the outflow of economic resources is


33RD Annual Report

probable and a reliable estimate of the amount of obligation can be made. Possible

future or present obligations that may but will probably not require outflow of

resources or where the same cannot be reliably estimated, is disclosed as contingent

liability in the Financial Statements.

2.13 Employee Benefit:

a) Gratuity

No provision of gratuity is made in the books of the Company as no employee is more

than five years old.

b) Leave Encashment

Leave encashment is made on Cash basis as per leave availed by the Employee.

b) Provident Fund

Contribution is made to state administered fund as a percentage of the covered

employee's salary.

2.14 Cash Flow Statement :

Cash Flow Statement are prepared in accordance with “Indirect Method” as explained

in the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of

Chartered Accountants of India. Cash and cash equivalents include cash in hand,

demand deposits with banks, other short-term highly liquid investments with original

maturities of three months or less.


33RD Annual Report

ATTENDANCE SLIP

Nivyah Infrastructure & Telecom Services Limited

Registered Office: Sodani Complex, 39, A.B Road, Patwardhan Marg, Dewas,

Madhya Pradesh 455001 Members or their proxies are requested to present this for admission, duly signed in accordance with their specimen signatures registered with the Company. The admission will, however, be subject to verification of signatures and such other checks, as may be necessary. NAME & ADDRESS OF DP ID/CLIENT ID NO. OF THE SHAREHOLDER LEDGER FOLIO SHARES HELD I hereby record my presence at the 33rd Annual General Meeting of the Company held on 14th September, 2013 at 11.00 am at the registered office of the Company and at any adjournment thereof. SIGNATURE OF THE SHAREHOLDER OR PROXY


33RD Annual Report

PROXY FORM

Nivyah Infrastructure &Telecom Services Limited

Registered Office: Sodani Complex, 39, A.B Road, Patwardhan Marg, Dewas, Madhya Pradesh 455001

DP ID: ________ Folio No: ________ Client ID: ________ No. of share (s) held: ________ I/We _________________________________________________ of _______________________________ being a member / members of Nivyah Infrastructure & Telecom Services Limited hereby appoint ____________________________________ of ________________________ as my/our proxy to vote for me /us and on my/our behalf at the 33rd Annual General Meeting of the Company to be held at 11.00 a.m. on 06th September, 2013 at the registered office of the Company and at any adjournment thereof. As witness my/our hand(s) this 14th day of September, 2013, Signature of the Shareholder(s) NOTE: The Proxy Form must be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for holding the aforesaid Meeting.

Affix a Rs.1 Revenue Stamp

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