1. Financial summary

The Company's financial performance, for the year ended March 31, 2015 is summarized below:

                                                     Rsin Lakhs

Particulars           Current Year ended    Previous year ended
                         31st March 2015        31st March 2014

Gross Revenue                162.50                  52.00

depreciation &
taxes                         30.19                   2.14

Interest                       0.00                   0.11

Depreciation & 
Amortization                   2.97                   0.34

Profit /Loss
After Tax                     27.45                   1.37

The turnover of the Company for the current year is Rs. 162.50 lacs. The Company recorded a profit of Rs. 27.45 lacs as against a profit of Rs. 1.37 lacs during previous year.

3. Dividend

The Company is not providing any dividend for the year.

4. State of Company's affair & Future Outlook The Company is focusing on following segments.

1) E commerce

2) I T solutions

E Commmerce:

It is a known fact that the Company was started in 1999, with the Sole Objective of ecommerce. As there was a com burst across the world the company changed its business model and moved to Enterprise Solutions. We are delighted to inform you that the Company again has started focusing on e Commerce activities and performing immensely well in this direction. It has become India's first listed e Commerce Company.

The Company has launched India's First Multilingual Portal by name www.niharonline.com in three languages i.e., English, Hindi and Telugu on 29.12.1999. The Website www.niharonline.com is almost getting more than one lakh of visitors every day from 140 Countries at that point of time. The Company has appointed proper team of professionals for effective carrying out the E commerce activities.

Till now, the Company has launched the seven e-commerce portals under the Brand Nihar Market and Six Content portals under the Brand Nihar Web, details of which have been mentioned below.

The Company also has the following ecommerce portals under Nihar Market www.niharmarket.com Goldsiver.in- Online portal for selling of Gold & Silver ornaments, coins etc.

- The Portal was officially launched on the Occasion of Akshaya Tritya on 21st April, 2015.

- It is a B2C e Commerce Portal for Minted Gold and Silver Products, Pure Gold and Silver Products and 92.5 Silver.

- Currently the Portal has the Minted Products of MMTC-PAMP and 92.5 Silver Products.

- The portal has signed agreements with various sellers like Stock Holding Corporation of India Ltd., Nihar Stocks Ltd. and is in the process of on boarding more sellers on the portal. All the sellers on Goldnsilver.in are Handpicked and are ensured that they maintain the best quality.

- The Company is soon launching the Mobile App on different platforms. Cinescope.in- Online movie streaming portal

- Cinescope.in provides Online Streaming of Movies on a Monthly Subscription Fees Model.

- The portal currently has around 100 exclusive movies on its portal and is in process of increasing the Catalogue.

- The portal is in plans to come with a unique strategy for the Medium and Low Budget Movies to monetize huge collections on the Day of Release.

- The Portal also has a huge collection of CDs and DVDs of movies in Different Languages for Online buying.

Banyanstore.com- It is B2B portal focusing on LED's , furniture, building material etc.

- It is a B2B e Commerce Portal on a Marketplace Model.

- Currently the Portal has various products like LEDs, Furniture and other products.

- The Company is also signing agreements with Various Manufacturers in India and is planning to have at least 100 Manufacturers on its portal very soon.

Makeadeal.in- It is a portal for comparison of product and price with various other portals

- It is a Product and Price Comparison Portal which aggregates good products from various ecommerce portals.

- The Objective of this Portal is to enhance the Buying Experience of the Online Buyers.

- The Portal has products under various categories like Men, Women, Books, Kids, Home and Furniture etc.

- The Portal also aggregates the best deals from various ecommerce portals like Flipkart, Amazon, Snapdeal and Infibeam. Smartmelody.in- Online music portal of movies

- A Friendly User Interface that provides Catalogue of 40 Albums with 250 Songs, Customized Playlists, Provision for Online Streaming of Audio Songs.

- The Objective of the Portal is to have a huge collection of Audio Songs on Online Streaming Model.

- The Company is in talks with various Record Label Companies for the same. ITdukaan.com- Portal for Online shopping of Electronics and Mobiles

- It is an e Commerce Portal for all types of Electronics like - Mobiles, Tablets, Accessories, Laptops, Television, Cameras, Speakers & Headphones, Printers, Routers & Data cards.

- The objective of the portal is to connect the Brand and the Consumers.

- The Portal also has the various top Deals on various Brands.

- Anyservice.in- Online selling of various services like loans, insurance, finance, plumbing, electrical etc.

- It is a B2C e Commerce Portal based on Marketplace Model that enables users to search for various services based on Location.

- It provides various services like Home Loan, Education Loan, Auto Loan, Personal Loan, Business Loan, Loan Against Property, Loan Against Shares, Broking Account, Demat Account, Investigation Services, Verification Services etc.

- The Company is in process of adding more services to the portal by getting various reputed sellers on boarded. The Company also has the following content portals under Nihar Web:

Niharonline.com

- NiharOnline.com is India's First Multilingual Potal launched in 1999.

- This is a Multilingual News Portal in English, Telugu and Hindi. The Portal Contains the News under various categories like Featured, Politics, Tollywood, Bollywood, Photogallery, Sports etc.

- The Portal is also available in the form of app for Android Devices in English, Hindi and Telugu. Ecards4u.in- Online portal for multilingual greetings

- Ecards4u portal is available in 3 languages English, Telugu and Hindi.

- It contains more than 500 greeting cards under various categories like Festivals, Events, Wishes, Holidays etc.

- The Android App is available for download and users can share the ecards through email, Facebook and Whtasapp.

Railstar.in-

- Online portal all information related to Indian Railways like PNR status, Train Routes, Seat availability, Fares etc. Sarasam.in- India's first multilingual humour portal

- It is India's First Telugu Huor Portal launched in 1999.

- The Telugu Humour Portal containing cartoons, jokes and short stories.

- It has 12 categories and a Daily Cartoon Section. Haasparihaas.in- Online portal for Humour in Hindi. It provides a good collection of cartoons. HumorBox.in - An Online English Humor Portal.

These portals are getting traffic and the Company is taking best measures to increase it further. The Company has recruited well qualified designers and content team to achieve the same.

Comprehensive Capital/ Financial Restructure Plan

The Company had gone for Scheme of Arrangement whereby equity capital was reduced and loans were converted into equity and also further issue of equity was made. The Scheme was cleared by High Court on 24th January 2014. The Company had filed the same with ROC on 28th March 2014 for giving the affect on Scheme of Arrangement. Accordingly the Company announced the record date on 24th April 2014 in fulfillment of the terms of the Scheme of Arrangement and subsequently filed the listing application with BSE. The Company has duly complied and completed the entire procedure and received the approval from SEBI and BSE on 20th November 2014. The Company has duly followed the post reduction and consolidation formalities along with corporate action with BSE, CDSL & NSDL and the reduced and consolidated shares have been duly issued to the shareholders.

The Company wishes to state that the amount of shares that were unable to be issued to the shareholders due to change in address or any other such reason have been transferred to the suspense account maintained by the Company with SHCIL.

Details of Associate Company

Nihar Stocks Limited is an associate company since it is holding 25% shares of the Company.

Summarized performance and financial position of the associate company is given below (Pursuant to first proviso to Sub-section (3) of Section 129 of the Companies act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014)

Name of the Company- Nihar Stocks Limited

Financial period ended- 31st March 2015

Share Capital- Rs. 15,25,000 equity share capital

Reserves & Surplus- Rs. (14,59,569)

Total Assets- Rs. 2,21,72,546

Total Liabilities Rs. 2,21,07,115

(excluding share capital & Reserves & Surplus)

Non Current Investments Rs. 1,75,47,337

Turnover Rs. 1,21,000

Profit/ Loss before taxation Rs. 6,632

Profit/ (Loss) after taxation Rs. 6,632

Extract of the annual return

Extract of the annual return in Form No. MGT - 9 is given as Annexure-I

Directors Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, your Directors confirm as under:

- In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures.

- The relevant accounting policies are applied consistently and the Directors' have made judgments and estimates that are reasonable and prudent so as to give a true and fair view to the state of affairs of the Company as on 31st March, 2015 and of the loss of the Company for the period.

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

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

- The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

- The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Material changes and commitments affecting financial position between the end of financial year and date of report No material changes have taken place in the mentioned period. Significant and Material orders There are no Significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operation in future.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The Particulars with respect to Conservation of energy, Technology observation and Foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies

(Disclosure of Particulars)Rules, 1988 are given below:

- Conservation of Energy: The operations of the Company are not energy intensive and every effort has been made to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient computers and equipment with latest technologies.

- Research and Development: No amount was spent in Research and Development during the year 2014-15.

- Technology Absorption: Your Company is constantly upgrading its technological excellence with emerging technologies.

- Foreign Exchange Earning and outgo: The Company had a foreign exchange earning of Rs. 33,02,700/- in 2014-15.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Directors & Key Managerial Personnel:

The Board of Directors consists of Managing Director Mr. BSN Suryanarayana, whole time Director Mr. B Divyesh Nihar, Mr. Jagdeswara Rao Reddi Independent Director, Mr. J Sundara Sekhar and Ms. Nithisha Boda.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Jagadeeswara Rao Reddi, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Policy on Director's Appointment and Remuneration

The current policy of the Company is to have an appropriate mix of executive and independent Directors to maintain the independence of the Board, and separate its functions of governance and management. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub section (3) of Section 178 of Companies Act, 2013, adopted by the Board, is appended to the Board Report. We affirm that the remuneration paid to the Director is as per the terms laid out in the remuneration policy of the Company.

Declaration by Independent Directors

The Company has received necessary declaration from each independent director u/s 149(7) of Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of Companies Act, 2013 and clause 49 of the Listing Agreement.

AUDITORS AND AUDITORS' REPORT:

Statutory Auditors

M/s Ramachandaram & Co. Statutory Auditors of the Company hold the office till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board had appointed B. Surender & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Director's comments to Statutory Auditors qualification

The Company has already paid the statutory dues of related to VAT and TDS as appearing in the Auditors qualification remarks.

The pending dues of service tax are proposed to be cleared in the current period.

Disclosures: Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Jagadeeshwara Rao Reddi (Chairman), J. Sundara Sekhar and B.S.N Suryanarayana as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Company's policy on Vigil Mechanism has been enclosed in the Annual Report.

Code of Conduct

The Company has framed the Code of Conduct for Directors and Senior Management. The Code of Conduct is applicable to all the Directors and Senior Management of the Company. All the members of the Board and Senior Management of the Company have affirmed compliance with their respective code of conducts for the financial year ended 31st March 2015. A copy of the Code of Conduct is available on the Company's website www. Niharinfo.com at the Investors page.

Meetings of the Board

Seven meetings of the Board of Directors were held during the year which is enclosed in the Corporate Governance Report.

Particulars of loans, guarantees or investments under section 186

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note 13 to the financial statement).

Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third provision thereto has been disclosed in Form No. AOC -2. (Format enclosed) along with the policy on Related Party Transactions.

Management's discussion and analysis Report

In terms of the provisions of Clause 49 of the Listing Agreement, the Management's discussion and analysis report is set out in this Annual Report.

Corporate Governance Certificate

The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

Details of policy developed and implemented by the Company on its Corporate Social Responsibility Initiatives The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. Particulars of Employees and related disclosures As required by the provisions of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975 no employee is drawing remuneration at or above the limits mentioned therein.

Fixed Deposits

The Company has not raised any Fixed Deposits during the year so as to attract the provision of Section 81 of the Companies Act, 2013, read with Companies (Acceptance of deposits) rules, 2014 as amended from time to time.

Green Initiatives

Electronic copies of the Annual Report 2014-15 and notice of the 21st Annual General Meeting are sent to all members whose email address are registered with the Company/RTA/DPs. For members who have not registered their email address, physical copies of the Annual Report 2015 are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

Acknowledgements

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

                                    For and behalf of the Board 

                                                   of Directors

                                                          (Sd/-) 

Place: Secunderabad                           BSN Suryanarayana

Date: 27/08/2015                             (Managing Director)

                                                (DIN : 01499145)