We Internet Ltd Auditor Reports

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 31^st 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 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 companys 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, 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

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.

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 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/-

(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.

(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
	Sd/-
	Ms. Meenakshi Gupta
Place - Mumbai	Partner
Date - August 17, 2013	Membership No. 108097