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Netvista Information Technology Ltd.

BSE: 530811 Sector: IT
NSE: NETVISTAIT ISIN Code: INE738A01017
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VOLUME 400
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P/E 11.05
Mkt Cap.(Rs cr) 3
Buy Price 0.00
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Sell Price 2.15
Sell Qty 1000.00
OPEN 2.10
CLOSE 2.15
VOLUME 400
52-Week high 7.67
52-Week low 1.53
P/E 11.05
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.15
Sell Qty 1000.00

Netvista Information Technology Ltd. (NETVISTAIT) - Director Report

Company director report

To

The Members

Netvista Venture Ltd

Your Directors have great pleasure in presenting 22nd Annual Report alongwith the Audited Balance Sheet and Profit And Loss Account for the period ended March31 2015.

1. FINANCIAL RESULTS:

(Amount in Rs.)
PARTICULARS For the period from 2013-14(June ending)
July 1 2014 to March
31 2015
Revenue from operations 51188910 24883135
Other Income 262000 560000
Less: Operational & Other 50564721 24315951
expenses
Profit/(Loss) before 1635439 1386434
Depreciation
Less: Depreciation 749250 819250
Less: Finance Cost 257000 568000
Less: Exceptional Items 0 0
Profit/ (Loss) Before 629189 559184
Taxation
Less: Provision for Tax 135000 157077
Less: Prior Year’s Income 0 0
Tax
Net Profit After Tax 494189 402107

2. STATE OF COMPANY’S AFFAIRS:

During the year under review the Company has earned net revenue of Rs. 511.88 lacs ascompared to net revenue of Rs. 248.8 lacs in the previous year. Total expenses (excludingdepreciation & amortization and finance costs) incurred during the year was at Rs.505.64/- lacs as compared to Rs. 243.14 lacs in the previous year. The profit after taxwas at Rs. 4.94 lacs as compared to Rs. 4.02 reported in the previous year.

3. TRANSFER TO RESERVES:

The credit balance of Profit and Loss account is transferred to reserves in Balancesheet.

4. DIVIDEND:

In order to conserve the resources the Directors of the Company does not recommend anyDividend .

5. HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company does not have any Holding/ Subsidiary/ Associate Company during the periodunder review.

6. EXTRACT OF THE ANNUAL RETURN:

An extract of the Annual Return for the year ended June 30 2015 as provided undersubsection (3) of Section 92 and prescribed under Rule 12 of Companies (Management &Administration) Rules 2014 is attached as Annexure A and forms part of thisreport.

7. SHARE CAPITAL:

During the year under review there was no change in the capital structure of theCompany.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended as AnnexureB.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:

The particulars of loans guarantees and investments have been disclosed in thefinancial Statement.

10. MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE:

The Company has filed an application with Bombay Stock Exchange for getting the entireshare capital of the Company listed at the BSE for creating a trading platform for itsshareholders.

11. IMPACTING ON GOING CONCERN STATUS AND COMPANY’S OPERATIONS:

There has been no significant and material orders passed by any regulators or courts ortribunals impacting the going concern status and company’s operations in future.

12. DIRECTORS:

Mr. Vishnu B. Patel (DIN: 05322281) was appointed as an Additional Director on December

6 2014 till the conclusion of this AGM. Mr. Vishnu Patel being eligible has statedthat if confirmed by the shareholders he would be willing to continue as the Director ofthe Company.

Mrs. Sudha Varma (DIN: 07099148) was appointed as an Additional Director on June 302015. till the conclusion of this AGM. Ms. Sudha Varma being eligible has stated that ifconfirmed by the shareholders she would be willing to continue as the Director of theCompany..

Mr. Ankit Shah resigned from the Board on December 6 2014. The Board of Directors puton record its appreciation to Mr. Ankit Shah for serving as Director of the Company duringhis tenure.

13. DIRECTORS’ RESPONSIBILITY STATEMENT:

Directors' responsibility statement as required under Section 134(3) (c) of theCompanies Act 2013

The financial statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis exceptfor certain financial instruments which are measured at fair values. GAAP comprisesmandatory accounting standards as prescribed under Section 133 of the Companies Act 2013(‘the Act’) read with Rule 7 of the Companies (Accounts) Rules 2014 theprovisions of the Act (to the extent notified) and guidelines issued by the Securities andExchange Board of India (SEBI). There are no material departures from prescribedaccounting standards in the adoption of these standards.

The Directors confirm that:

a. In preparation of the annual accounts for the financial year ended March 31 2015the applicable accounting standards have been followed;

b. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for the year ended on that date;

c. The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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;

e. The directors have laid down internal financial controls which are adequate and areoperating effectively;

f. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

14. BOARD INDEPENDENCE:

Our definition of ‘Independence’ of Directors is derived from Clause 49 ofthe Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act 2013.Based on the confirmation / disclosures received from the Directors and on evaluation ofthe relationships disclosed the Non-Executive Directors are Independent in terms ofClause 49 of the Listing Agreement and Section 149(6) of the Companies Act2013:-

15. RISK MANAGEMENT:

The Board of the Company is in the process of forming a risk management committee toframe implement and monitor the risk management plan for the Company. The committee willbe also responsible for reviewing the risk management plan and ensuring its effectiveness.As of now the audit committee has additional oversight in the area of financial risks andcontrols. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. The development andimplementation of risk management policy has been covered in the management discussion andanalysis which forms part of this report.

16. NO. OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board / Committee Meetings arepre-scheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. However in case of a special and urgentbusiness need the Board’s approval is taken by passing resolutions throughcirculation as permitted by law which are confirmed in the subsequent Board meeting.

The Board met six times during the financial year the details of which are given inthe Corporate governance report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013. The maximum interval between any two meetings did not exceed 120 days asprescribed under the Companies Act 2013.

17. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Clause 49 of the ListingAgreement.

18. BOARD EVALUATION:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated. The evaluation of all the directors and the Boardas a whole was conducted based on the criteria and framework adopted by the Board.

None of the independent directors are due for re-appointment.

19. RETIREMENTS AND RESIGNATIONS:

Mr. Ankit Shah have resigned from the directorship on December 06 2014. .The Boardplaces on record their appreciation for the services rendered by him during his tenurewith the Company.

20. COMMITTEES OF THE BOARD:

During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees. There are currently three Committees of the Board as follows:

Audit Committee

Stakeholders’ Relationship Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.

21. AUDITORS:

M/s. J H Ghumara & Co Chartered Accountants Mumbai (Firm Reg. No 14320) hasgiven their consent letter stating that their appointment if made would be within theprescribed limits under Section 141(3) (g) of the Companies Act 2013 and that they arenot disqualified from appointment.

The resolution for their re-appointment is put forward for your approval in the ensuingAnnual General Meeting.

22. COMMENTS ON AUDITOR’S REPORT:

There are no qualifications reservations or adverse remarks or disclaimers made by M/sJ H Ghumara & Co Chartered Accountants in their Audit Report. The StatutoryAuditors have not reported any incident of fraud to the Audit Committee of the Company inthe year under review. All observations of Auditors are self explanatory and therefore donot call for any further comments by Directors in this report.

23. SECRETARIAL AUDITOR & SECRETARIAL AUDITORS’ REPORT:

Mr. Amit R Dadheech & Associates Practicing Company Secretary was appointed toconduct the secretarial audit of the Company for the financial year 2014-15 as requiredunder Section 204 of the Companies Act 2013 and Rules there under. The secretarial auditreport for Financial year 2014-15 forms part of the Annual Report as ANNEXURE C tothe Board's report. The observations of the Secretarial Auditors are self explanatory anddo not call for any further comments by the Directors in this report.

24. INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

25. INTERNAL AUDITORS:

As per section 138 of the Companies Act 2013. The Company is in process of appointinginternal auditors for the year to 2015-2016 to conduct the internal audit and to ensureadequacy of the Internal controls adherence to Company’s policies and ensurestatutory and other compliance through periodical checks and internal audit.

26. DEPOSITS:

The Company has not accepted / renewed any deposits within the meaning of Chapter V ofThe Companies Act 2013 during the year under review.

27. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securities andExchange Board of India. The Report on Corporate Governance as stipulated under Clause 49of the Listing Agreement forms part of the Annual Report. The Certificate from thestatutory Auditors of the Company confirming compliance with the conditions of CorporateGovernance as stipulated under Clause 49 is also published elsewhere in this AnnualReport.

28. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India isannexed to this report.

29. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Board of Directors of is committed to maintain the highest standard of honestyopenness and accountability and recognize that employees have important role to play inachieving the goal.

The Company's Vigil Mechanism Policy encourages Directors and employees to bring to theCompany's attention instances of unethical behavior and actual or suspected incidents offraud or violation of the conduct that could adversely impact the Company's operationsbusiness performance and / or reputation. The Policy provides that the Companyinvestigates such incidents when reported in an impartial manner and takes appropriateaction to ensure that the requisite standards of professional and ethical conduct arealways upheld. It is the Company's Policy to ensure that no employee is victimized orharassed for bringing such incidents to the attention of the Company. The practice of theVigil Mechanism Policy is overseen by the Board of Directors and no employee has beendenied access to the Committee.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as prescribed under sub-section (m) of Section 134 of the CompaniesAct 2013 read with Rule 8 of Companies (Accounts) Rules 2014 is not applicable to theCompany hence reporting under this section is not required.

31. PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of employees are set out in the annexure to theDirectors’ Report. In terms of the provisions of Section 136(1) of the Companies Act2013 the Directors’ Report is being sent to the shareholders without this annexure.Shareholders interested in obtaining a copy of the annexure may write to Board ofDirectors at the Company’s registered office.

32. ACKNOWLEDGEMENTS:

Your directors express their appreciation for the sincere co-operation and assistanceof Central and State Government authorities bankers suppliers customers and businessassociates. Your directors also wish to place on record their deep sense of appreciationfor the committed services by your company’s employees. Your directors acknowledgewith gratitude the encouragement and support extended by our valued shareholders.

By Order of the Board of Directors

NETVISTA VENTURE LTD

Sd/-

Hiren Patel

Managing Director

(DIN: 03464360)

Place: Mumbai

Date: 9th December 2015

MGT-9

Extract of Annual Return as on the financial year ended on June 30 2015

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1)

of the Companies (Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN L15200MH1999PLC117958
ii) Registration Date 22/01/1999
iii) Name of the Company NETVISTA VENTURE
LIMITED
iv) Category / Sub-Category of the Company Public Listed Company
v) Address of the Registered office and contact details 26 Diamond Plaza Poddar road
Malad East Mumbai – 400 097
vi) Whether listed company YES
vii) Name Address and Contact details of Registrar and Transfer Agent if any Adroit Corporate Services Pvt Ltd
19/20 Jaferbhoy Ind. Estate
1st floor
Makwana Road Marol
Andheri (E)
Mumbai – 400 059. INDIA.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

SN Name and Description of main products / services NIC Code of the Product/service % to turnover of company total the
1 Media 18200 36.18
2 Trading 46909 52.05
3 Real Estate 68200 1.17
4 Information Technology 62099 10.60

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl. No Name and CIN/GLN Address of the Company Holding/ Subsidiary / Associate % of share s held

Applicable Section

1 NA NA NA 1 NA

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of total Equity)

Category of Shareholders No. of Shares held at the beginning of the year [As on 30 June-2014] No. of Shares held at the end of the year[As on 30-June-2015] %
Demat Physica Total % of Total Share s Demat Physical Total % of Total Share s Change during the year
A. Promoters
(1) Indian
a) Individual/ HUF 4231 0 4231 0.03% 4121 0 4121 0.03% 0.00
%
516900 922500 1439400 10.59 516900 922500 1439400 10.59 0.00
b) Central Govt % % %
c) State Govt(s) 0 0 0
d) Bodies Corp. 0 0 0
e) Banks / FI
f) Any other
Total shareholding of Promoter (A) 521131 922500 1443631 10.62 521021 922500 1443521 10.62 0.00
B. Public
Shareholding
1. Institutions 0 33000 33000 0.24% 0 31500 31500 0.23% -
a) Mutual 0.01
Funds %
280321 1700 282021 2.08% 280321 1700 282021 2.08% 0.00
b) Banks / FI %
c) Central Govt 0 0 0 0
d) State Govt(s)

0

0 0 0
e) Venture 0 0 0 0
Capital Funds
f) Insurance 0 0 0 0
Companies
g) FIIs 0 0
h) Foreign 0 0
Venture Capital
Funds
i) Others (specify) 0 0
Sub-total 280321 34700 315021 2.32% 280321 33200 313521 2.31% -

0.01

(B)(1):-

%

2. Non-
Institutions
a) Bodies Corp.
1406996 54700 1461696 10.76 1274710 54700 1329410 9.78% -
% 0.97
i) Indian %
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 3728217 771091 4499308 33.11 3738611 768991 4507602 33.17 0.06
% % %
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 4371276 828835 5200111 38.26 4498438 828835 5327273 39.20 0.94
% % %
c) Others (specify) 0 0
Hindu Undivided Family 0 0 0 0
Non Resident 50 0 50 0.00% 0 0 0.00% 0.00
Indians %
Overseas 116050 545500 661550 4.87% 128473 545500 673973 4.96% 0.09
Corporate %
Bodies
Foreign 8873 0 8873 0.07% 0 0
Nationals
Clearing 60 0 60 0.00% 0 0
Members
Trusts 0 0 0 0 0
Foreign Bodies 0 0 0 0
- D R
Sub-total 9631522 220012 1183164 87.06 9640232 219802 1183825 87.11 0.05
(B)(2):- 6 8 % 6 8 % %
Total Public 9911843 223482 1214666 89.38 9920553 223122 1215177 89.42 0.04
Shareholding (B)=(B)(1)+ (B)(2) 6 9 % 6 9 % %
1043297 315732 1359030 100.0 1044157 315372 1359530 100.0 0.04
TOTAL (A)+(B) C. Shares held by Custodian for GDRs & ADRs 4 6 0 % 4 6 0 % %
Grand Total 1043297 315732 1359030 100.0 1044157 315372 1359530 100.0 0.00
(A+B+C) 4 6 0 % 4 6 0 % %

i) Category-wise Share Holding

B) Shareholding of Promoter-

SN Shareholder’s Name Shareholding at the beginning of the year Share holding at the end of the year
No. of Shares % of total Shares of the company %of Shares Pledged / encumbere d to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbere d to total shares % change in share holding during the year
1. DILIP RAMAKANT 0
NAIK 4121 0.03 0 4121 0.03 0
2. HIREN PATEL 922500 6.79 0 922500 6.79 0 0
3. HIRENKUMAR
NATVARLAL PATEL 516900 3.80 0 516900 3.80 0 0

C) Change in Promoters’ Shareholding (please specify if there is no change)– No change

SN Shareholding at the beginning of the year Cumulative Shareholding during the Year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): NIL
At the end of the year

D) Shareholding Pattern of top ten Shareholders:

(other than Directors Promoters and Holders of GDRs and ADRs):

Cumulative
SN For Each of the Top 10 Shareholders Shareholding at the beginning of the year Shareholding during the Year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the end of the year

E) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key Managerial Personnel Shareholding at the beginning of the year Cumulative
Shareholding during the Year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 1439300 10.59% 1439300 10.59%
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equit y etc): NIL
At the end of the year 1439300 10.59% 1439300 10.59%

F) INDEBTEDNESS -Indebtedness of the Company including interestoutstanding/accrued but not due for payment:

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 0 6500000 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 6500000 0 0
0 0 0 0
Change in Indebtedness during the financial year
* Addition 0 0 0 0
* Reduction 00 0 0 0
Net Change 0 0 0 0
Indebtedness at the end of the financial year
i) Principal Amount 0 6500000 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 6500000 0 0

XI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total
Hiren Umesh Viral Amount
Patel Gavand Shah
1 Gross salary (per month)
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 15000 12000 10000 37000
(b) Value of perquisites u/s 17(2) - - - -
Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit
- others specify…
5 Others please specify - - - -
Total (A) 15000 12000 10000 37000
Ceiling as per the Act 15000 12000 10000 37000

B. Remuneration to other directors:

SN. Particulars of Remuneration Name of Directors Total
Alpesh H Shah

Sudha N Varma

Vishnu Patel

Amount
1 Independent Directors
Fee for attending board committee meetings 2000 2000 2000 6000
Commission - - - -
Others please specify - - - -
Total (1) 2000 2000 2000 6000
2 Other Non-Executive Directors
Fee for attending board committee meetings - - - -
Commission - - - -
Others please specify - - - -
Total (2) - - - -
Total (B)=(1+2) 2000 2000 2000 6000
Total Managerial
Remuneration
Overall Ceiling as per the Act

C. Remuneration To Key Managerial Personnel Other Than Md/Manager/Wtd:

SN Particulars of Remuneration Key Managerial Personnel
CEO CS CFO Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 15000 10000 12000 37000
(b) Value of perquisites u/s 17(2) Income- tax Act 1961 - - - -
(c) Profits in lieu of salary under section - - - -
17(3) Income-tax Act 1961
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit - - - -
others specify… - - - -
5 Others please specify - - - -
Total 15000 10000 12000 37000

XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Not Applicable

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
B. DIRECTORS
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. OTHER OFFICERS IN DEFAULT
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -

Annexure B

FORM NO. AOC – 2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act 2013and Rule 8(2) of the Companies(Accounts) Rules 2014]

Form for disclosure of particulars of contracts / arrangements entered into by theCompany with the related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms-length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm’s lengthbasis:

(a) Name of the Related Party & Nature of Relationship NA
(b) Nature of contracts/arrangements/transactions NA
(c) Duration of the contracts / arrangements/transactions NA
(d) Salient terms of the contracts or arrangements or transactions including the value if any NA
(e) Justification for entering into such contracts or arrangements or transactions NA
(f) date(s) of approval by the Board NA
(g) Amount paid as advances if any NA
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 NA

2. Details of contracts or arrangements or transactions at arm’s length basis:

(a) Name of the Related Party & Nature of Relationship NA
(b) Nature of contracts/arrangements/transactions NA
(c) Duration of the contracts / arrangements/transactions NA
(d) Salient terms of the contracts or arrangements or transactions including the value if any NA
(e) date(s) of approval by the Board NA
(f) Amount paid as advances if any NA

By Order of the Board of Directors

NETVISTA VENTURE LTD

Sd/-

Hiren Patel

Managing Director

(DIN: 03464360)

Place: Mumbai

Date: 9th december 2015

ANNEXURE C TO DIRECTORS REPORT

Form No. MR-3 Secretarial Audit Report [Pursuant to section 204(1) of the CompaniesAct 2013 and rule no.9 of the Companies (Appointment and Remuneration Personnel) Rules2014] Secretarial Audit Report For the Financial Year Ended 30th June 2015

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 30TH JUNE 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

Netvista Venture Limited

26 Diamond plaza Ground Floor Poddar Road

Malad east

Mumbai – 400097

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Netvista Venture Limited(CIN: L15200MH1999PLC117958) (hereinafter called "the company").Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing our opinionthereon.

Based on our verification of Netvista Venture Limited books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of the Secretarial Audit we hereby report that in our opinion theCompany has during the audit period covering the financial year ended on 31stMarch 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board processes and compliance mechanism in place to the extent in themanner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Netvista Venture Limited for the financial year ended on 31stMarch 2015 according to the provisions of:

1. The Companies Act 2013 (the Act) and the rules made thereunder;

2. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

3. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; - (During the period under review the Company has notentered into any transaction requiring compliances with the Foreign Exchange ManagementAct 1999 and rules made thereunder)

5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):- a) The Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations2011; b) The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 1992; c) The Securities and Exchange Board of India (Issue ofCapital and Disclosure Requirements) Regulations 2009; d) The Securities andExchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines 1999; (During the period under review the Company has not entered into anytransaction requiring compliances with the Securities and Exchange Board of India(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999) e)The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (During the period under review the Company has not entered intoany transaction requiring compliances with the Securities and Exchange Board of India(Issue and Listing of Debt Securities) Regulations 2008) f) The Securities andExchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations1993; g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (During the period under review the Company has not entered intoany transaction requiring compliances with the Securities and Exchange Board of India(Delisting of Equity Shares) Regulations 2009) h) The Securities and ExchangeBoard of India (Buyback of Securities) Regulations 1998; (During the period underreview the Company has not entered into any transaction requiring compliances with theSecurities and Exchange Board of India (Buyback of Securities) Regulations 1998)

OTHER APPLICABLE LAWS:

With respect to the compliance system prevailing in the Company and on examination ofthe relevant documents and records in pursuance thereof on test check basis the Companyhas complied with the following laws applicable to the Company

1. Employees State Insurance Act 1948

2. Employees Provident Fund and Miscellaneous Provisions Act 1952

3. Indian Contract Act 1872

4. Professional Tax 1975

5. Income Tax Act 1961 to the extent of Tax Deducted at Source under various Sectionand T.D.S. Returns filed.

6. Indirect Tax Laws relating to collections deductions wherever applicable paymentsmade and returns filed

7. Shops and Establishment Act.

8. Maharashtra Value Added Tax 2002

9. Trade Marks Act 1999

10. The Micro Small & Medium Enterprises Development Act 2006

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (NotApplicable as the same was not notified during the period under review)

(ii) The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited and Delhi Stock Exchange Limited.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

We further report that:

We further report that the Board of Directors of the Company is not constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views if anyare captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period:

1. The Company has not appointed Chief Financial Officer (CFO) during the period underreview.

2. There was no Whole Time Company Secretary appointed during the period under review.

3. The Company has appointed Managing Director during the period under review

However necessary forms with the ROC have not been filed.

4. The Composition of Board of Directors is not constituted as per Companies Act 2013.

5. E-forms of Registrar of Companies are not filed relating to appointment andresignation of Directors.

6. Statutory Registers are not maintained in accordance with the provision of the Act.

7. The Company has not filed application with the Stock Exchange for Change of Name.

This Report is to be read with our letter of even date which is annexed as AnnexureA and forms an integral part of this Report.

For Amit R. Dadheech & Associates

SD/-

Amit R. Dadheech

M. No.: 22889; C.P. No.: 8952

Annexure A

To

The Members

Netvista Venture Limited

26 Diamond plaza Ground Floor Poddar Road

Malad east

Mumbai – 400097

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the Secretarial records. The verificationwas done on test check basis to ensure that correct facts are reflected in Secretarialrecords. We believe that the process and practices we followed provide a reasonable basisof our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test check basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For Amit R. Dadheech & Associates

SD/-

Amit R. Dadheech

M. No.: 22889; C.P. No.: 8952

Date: September 20 2015

Place: Mumbai

Format to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

$PAN number of any director would not be displayed on the website of Stock Exchange &Categoryof directors means executive/non-executive/independent/Nominee. if a director fits intomore than one category write all categories separating them with hyphen * to be filledonly for Independent Director. Tenure would mean total period from which Independentdirector is serving on Board of directors of the listed entity in continuity without anycooling off period.

II. Composition of Committees

Category
Name of Committee Name of Committee Members (Chairperson/Executive/No n- Executive/independent/No minee) $
Vishnu Patel Chairperson
Sudha Varma Non Executive Independent
Hiren Patel Director
Alpesh Shah Executive Director
Vishnu Patel Executive Director Chairperson
2. Nomination & Remuneration Committee Sudha Varma Non-Executive Independent
Hiren Patel Director
3.Risk Management Committee( if applicable) NA Executive Director NA
Chairperson
Sudha Varma Non-Executive Independent
4.Stakeholders Relationship Committee’ Vishnu Patel Director
Hiren Patel Executive Director

&Category of directors means executive/non-executive/independent/Nominee. ifa director fits into more than one category write all categories separating them withhyphen

III. Meeting of Board of Directors

Date(s) of Meeting (if any) in the previous quarter

Date(s) of Meeting (if any) in the relevant quarter

Maximum gap between any two consecutive (in number of days)

8/14/2015 11/14/2015 91

Regd. Office: 26 Diamond Plaza Poddar Road Malad ( East)Mumbai-400067 Telefax:+91-22- 25800009. Email: netvistaltd@gmail.com

* This information has to be mandatorily be given for audit committee for rest of thecommittees giving this information is optional

V. Related Party Transactions
Subject

Compliance status (Yes/No/NA)refer note below

Whether prior approval of audit committee obtained NA
Whether shareholder approval obtained for material NA
RPT
Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit NA
Committee

1 In the column "Compliance Status" compliance or non-compliance may beindicated by

Yes/No/N.A.. For example if the Board has been composed in accordance with therequirements of Listing Regulations "Yes" may be indicated. Similarly in casethe Listed Entity has no related party transactions the words "N.A." may beindicated.

2 If status is "No" details of non-compliance may be given here.

VI. Affirmations

1. The composition of Board of Directors is in terms of SEBI (Listing obligations anddisclosure requirements) Regulations 2015.

2. The composition of the following committees is in terms of SEBI(Listing obligationsand disclosure requirements) Regulations 2015

a.Audit Committee

b.Nomination & remuneration committee

c.Stakeholders relationship committee

d.Risk management committee (applicable to the top 100 listed entities)

3. The committee members have been made aware of their powers role andresponsibilities as specified in SEBI (Listing obligations and disclosure requirements)Regulations 2015.

4. The meetings of the board of directors and the above committees have been conductedin the manner as specified in SEBI (Listing obligations and disclosure requirements)Regulations 2015.

5. This report and/or the report submitted in the previous quarter has been placedbefore Board of

Directors. Any comments/observations/advice of Board of Directors may be mentionedhere:

Name & Designation:Hiren Patel

Managing Director

DIN: 03464360