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We Internet Ltd.

BSE: 517534 Sector: Telecom
NSE: NIVINFRA ISIN Code: INE303D01014
BSE 05:30 | 01 Jan We Internet Ltd
NSE 05:30 | 01 Jan We Internet Ltd

We Internet Ltd. (NIVINFRA) - Director Report

Company director report

Directors' Report

AS AT 31st MARCH 2013

To,

The Members,

The Directors have pleasure in presenting the Thirty Third Annual Report of the Companyand 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 Year Ended on 31.03.2012
(Rs. In Lacs) (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
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 consistenteffort has been made by the Company to increase its Customer base. The Company plans to gospan 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 fromproviding internet services and band width solutions as compared to the previous year butthere is huge potential in the Company to provide more and more services related toInternet 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 variousdifferent plans to be given to the Customers of the Company depending on theirrequirements and their various establishment and locality.

3. DIVIDEND:

Due to inadequate profit in the financial year; your Directors do not recommend anydividend.

4. CORPORATE GOVERNANCE:

The Company has been proactive in following the principles and practices of goodCorporate Governance. The Company has taken adequate steps to ensure that the conditionsof Corporate Governance as stipulated in Clause 49 of the Listing Agreements of the StockExchanges are complied with.

As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, togetherwith Management Discussion and Analysis and Certificate from the Company’s Auditorform part of this Report.

5. DIRECTORS:

In accordance with the provisions of Companies Act, 1956 and Articles of Association ofthe Company, Mr. Ajit Kumar Singh is liable to retire by rotation at the forthcomingAnnual General Meeting and being eligible, offer himself for re-appointment. YourDirectors recommend his re - appointment for your approval.

During the year, Mr. Anupam Dasgupta was appointed as an Additional Director of theCompany with effect from 14th February, 2013 and he resigned from the companywith effect from 29th July, 2013. During the above period he has given immense help to theCompany.

Mr. Asish Kumar Ray was the Chairman, Non-Executive Director of the Company from 27thDecember 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 hisexperience, contribution to the business, personal support to his colleagues, and level ofrespect in which he had within the company. The Board and executive team of the Companywish to convey their sincerest condolences to his family. He will be sadly missed byNivyah team.

6. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

(c) The Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

(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. TheCompany plans to go span India and the target is to cover more than 100 cities acrossIndia.

b) Risks and Concerns

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

c) Internal Control Systems and their Adequacy

Your Company has appropriate internal control systems relating to its areas ofoperations. The internal control systems lay emphasis in financial reporting andcompliance 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 operationalconvenience, 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 betterconnectivity with its customers, as the main business is to provide internet services.

Mr. Parind Sushil Parekh, Managing Director of the company informed its members thatcorporate office address has been change.

9. PERSONNEL:

As required under section 217(2A) of the Companies Act, 1956 read with the CompaniesParticulars of the Employees) Rules 1975, are not applicable since, none of the employeeof the Company is drawing more than Rs.60, 00,000/- p.a. and / or Rs.5,00,000/- p.m. forthe 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 notcall for further comments under Section 217 of the Companies Act, 1956

M/s. Gupta Rustagi & Co., Chartered Accountants, Mumbai Auditors of the companyholds office until the conclusion of ensuing Annual General Meeting. The Company hasreceived 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 ExchangeLimited and Madhya Pradesh Stock Exchange Limited. The Company's shares have beencategorized by the BSE under "B" Category. The Company is having connectivityfrom 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 Dematactivities as per Listing Agreement.

The Company feels proud to inform its members that equity shares are also listed onNational Stock Exchange w.e.f. 20th June, 2013.

12. PUBLIC DEPOSITS:

Your Company has not accepted any public deposit within the meaning of provisions ofsection 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, readwith the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules,1988, with respect to conservation of energy, technology absorption and foreign exchangeearnings is given below:

A. Conservation of Energy:

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

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 CentralDepository Services (India) Limited. The shareholders can take advantage of holding theirscripts in dematerialized mode.

15. STATUTORY DISCLOSURES:

None of the Directors of your Company is disqualified as per provision of Section274(1) (g) of the Companies Act, 1956. Your Directors have made necessary disclosures, asrequired 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 supportextended to your Company by its customers, Bankers and various Government agencies andlooks forward to their continued cooperation.

For and on behalf of the Board
Date: 17th August, 2013 Sd/-
Place: Mumbai Managing Director