Directors Report of Nivyah Infrastructure & Telecom Services Ltd.

Mar 31, 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 Year Ended 31.03.2013 on (Rs. In Lacs) 31.03.2012 (Rs. In Lacs)

Income from Operations 1454.61 2256.50

Other Income 32.78 33.56

Less :

Interest & Financial Charge 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

- 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 (887.75) 176.53 adjustment

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.

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.

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.

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

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:

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.

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

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Mar 31, 2010

The Directors present herewith their 30th Annual Report of your company together with the Audited Accounts for the year ended 31 st March 2010.

1.FINANCIAL RESULTS:_(Rupees In Lakhs)

Particulars Year ended Year ended 31.3.2010 31.3.2009

Income from Operations 3.00 17.55

Profit/(Loss) before interest and depreciation (21.09) 12.78

Add/Less: Interest 0.00 0.31

Add: Depreciation 0.00 0.00

Profit/(Loss) before Taxation (21.09) 12.47

Income Tax (or earlier year 0.00 0.00

Balance brought forward from previous year (678.03) (690.51)

Net loss Carried to the Balance Sheet (699.12) (678.04)

2. WORKING REVIEW:

Because of the heavy capital expenditure incurred in the new ventures entered into by the company as a result of change in the Industry sector of the company during the financial year under review the income from operations is marginal and has reduced compared to the previous year.

3. AMALGAMATION:

To take advantage of the synergies of Large Scale operations and to take advantage of the available opportunities in the area of operation of the company, your directors propose to enter into a scheme of amalgamation with Parshwa Purushotam Parind Parekh Networks Pvt. Ltd. and Softeng Computers Pvt. Ltd during the coming financial year. All the entities have a good track record and unbeatable reputation. They are mainly Internet Service Provider: Your directors foresee considerable advantage to the company after the proposed merger.

3. CHANGE IN THE NAME:

Your directors propose to change the name of the company to Nivyah Infrastructure & Telecom Services Limited" as it gives a wider scope to the activities of the company.

4. DIVIDEND:

Your directors do not recommend any dividend for the year ended 31 st March, 2010 in view to conserve the resources.

5. CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices. Being a value driven organisation, the companys good corporate governance practices and the disclosures are need based duly complied with the statutory and the regulatory requirements of the Companies Act, 1956, together with all the regulations of the Listing Agreement and all the others applicable laws. The Companys Corporate Governance policies and the practices are also in accordance with the Clause 49 of the Listing Agreement. A report on the Corporate Governance along with the Auditors and Management Certificate form part of the Directors report, being annexed herewith.

6. DIRECTORS:

Shri Ramesh Mishra is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment

Shri Naresh Jain was appointed as the Managing Director of the company w.e.f. 08.09.2009

Shri Ramesh Mishra was appointed as director of the company w.e.f. 08.09.2009 and Shri Kumaraswamy Nallampatti Ekambaram w.e.f. 12.03.2010.

Shri Gireesh Nair. Shri T. Mohandas and Shri M. Sundareswaran resigned as director of the company w.e.f. 12.032010

Brief particulars of the directors seeking appointment has been given in the note of the Notice of the Annual General Meeting as required under Clause 49 of the Listing agreement with the Stock Exchanges. Your directors recommend to pass necessary resolution for their appointments as set out in the notice of the annual general meeting.

7. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your directors state that:

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were appliecLconsistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31,2010 and the profit of the company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

- The accounts have been prepared on a going concern basis.

8. PARTICULARS OF THE EMPLOYEES:

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.24.00.000/- p.a. or Rs.2,00,000/- p.m. for the part of the year, during the year under review.

9. AUDITORS AND THEIR REPORT:

Comments of the Auditors in their report and the notes forming part of the Accounts are self-explanatory and need no comments. M/s Jain Anil & Associates. Chartered Accountants, the Statutory Auditors has to vacate their office at the conclusion of the ensuing Annual General Meeting. The Company ha6 received a certificate from the Auditors to the effect that their re-appointment, K made, would be in accordance with the provisions of section 224(1) of the Companies Act. 1956.

10. PUBLIC DEPOSITS:

Your Company has not accepted anv 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.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE:

Information as required under section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 :

A. CONSERVATION OF ENERGY:

- Energy Conservation measures taken: Adequate Steps has been taken for energy conservation.

- Additional Investments and Proposals, if any. being implemented for implemented for reduction of consumption of energy: On a periodic basis necessary corrective steps have been taken for replacement of old equipments.

- Impact of the measures as above for reduction of energy consumption and consequential impact on the cost of production of goods: Marginally there is a saving in the cost of production of goods

- Total energy consumption per unit of production: Not Identifiable

- TECHNOLOGY ABSORPTION: Upgradation and with latest technology available in the market

c. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Foreign Exchange used and earned: 2009 -10 2006-09 (Rs. In Lacs) (Re. In Lacs)

a. Total Foreign Exchange Earned-Exports 0 0

b. Foreign Exchange used 0 0

c. Total Savings in Foreign Exchange 0 0

12. ACKNOWLEDGEMENTS:

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your Company during the challenging year. Your Directors also express their gratitude to the Central and State Government and shareholders for their continued co-operation and patronage.

By order of the Board of Directors S. V. Electricals Limited

Naresh Jala Ashok Muchhal Managing Director Director

Place :Mumbai

Dated:29/05/2010