On behalf of the Board of Directors of your Company, it is our
 privilege to present the 24th Annual Report on the business and
 operations of the Company together with the Audited Statement of
 Accounts for the fnancial year ended March 31, 2010 and Auditor’s
 Report thereon.
 
 
 Results of Operations
 
                             (Rs. In lacs, except per share data)
 
 Year Ended March 31st              2010                2009
 
 Particulars                  Consol     Stand     Consol     Stand
                             -idated     -alone   -idated    -alone
 
 Operating Income           19513.74   10837.70  16067.23   9790.00
 
 Net Proft before Tax        1765.37    1061.85   1307.35    906.15
 
 Net Proft after Tax/
 Amount available for        1150.48     695.17    840.42    595.32
 
 Appropriation
 
 Amount transferred to
 General Reserve               51.90     174.00     14.90    149.00
 
 Balance retained in 
 Proft & Loss Ac-            1198.80     750.62    629.55    384.45
 count
 
 Dividend                      65.18      65.18    167.50    167.50
 
 Earning Per Share-Basic 
 & Diluted                      6.66       4.02      5.02      3.55
 
 
 
 Performance
 
 The year under review witnessed an improved Turnover as compared to the
 previous year fgure and the Proft after Tax and consequently, Earning
 per Share (EPS) of the Company has also increased as compared to
 previous year.  A brief comparison of year on year (YoY) is as under:
 
 Consolidated Results
 
 Total Income for the year ended March 31, 2010 was Rs. 19,705.32 Lacs
 as compared to Rs. 16,284.89 Lacs re- corded during the previous fscal,
 an increase of 21%. Proft after Tax increased from Rs. 840.42 Lacs for
 the year ended March 31, 2009 to Rs. 1,150.48 Lacs for the year ended
 March 31, 2010 an increase of 36.90%. Earnings per Share (EPS) increase
 from Rs.5.02/- per share in March 31, 2009 to Rs.6.66/- per share in
 March 31, 2010, an increase of 32.67%.
 
 Standalone Results
 
 Total Income for the year ended March 31, 2010 was Rs. 11,225.95 Lacs
 as compared to Rs. 10,179.43 Lacs recorded during the previous fscal,
 an increase of 10.28%. Proft after Tax increased from Rs. 595.32 Lacs
 for the year ended March 31, 2009 to Rs. 695.17 Lacs for the year ended
 March 31, 2010 an increase of 16.77%.  Earnings per Share (EPS)
 increase from Rs.3.55/- per share in March 31, 2009 to Rs.4.02/- per
 share in March 31, 2010, an increase of 13.24%.
 
 Business Overview
 
 Your Company achieved important mile stones in the year 2009-10. During
 the year, the Company has scaled new heights and set several benchmarks
 in terms of networth, turnover and profts.
 
 In order to meet the capital requirements for various expansions in
 business, your Company has made an allotment of 1,697,812 Equity Shares
 of Rs. 10 each for cash at a premium of Rs. 77.76 per Share vide its
 Board Meeting dated December 8, 2009 to M/s. Madison India Capital HC,
 Mauritius and the consent of the shareholders in the form of Special
 Resolution in terms of Section 81(1A) of the Companies Act, 1956 has
 been obtained at the Extra- ordinary General Meeting of the Company
 held on 9th November, 2009.
 
 A detailed discussion on the same and future opportunities is provided
 in the Management Discussion and Analysis Statement is presented in a
 separate section forming part of Annual Report.
 
 Subsidiaries
 
 Your Company has two Wholly-Owned Subsidiaries, M/s Net 4 Singapore Pte
 Limited and M/s Net 4 Communications Limited.
 
 Net 4 Singapore Pte Limited
 
 Net 4 Singapore Pte Limited was incorporated primarily to manage the
 Companies’ proposed International Whole- sale VoIP Business. The
 Company has already been awarded with the Service Based Operator (SBO)
 License in Singapore in the previous year. However, the Company is yet
 to start its business operations.
 
 Net 4 Communications Limited
 
 Net 4 Communications Limited was incorporated in the year 2005 having
 its Registered Offce at Kolkata. During the year under review, Total
 Income of the Company increased to Rs. 8,682 Lacs from 6,235.70 Lacs,
 at a growth rate of 39.23%. The Proft after Tax increased from Rs.
 297.32 Lacs to Rs. 459.73 Lacs an increase of 54.62%.
 
 Particulars under Section 212 of the Companies Act, 1956
 
 As per Section 212 of the Companies Act, 1956, we are required to
 attach the Directors’ Report, Balance Sheet, and Proft and Loss Account
 of our subsidiaries to the Balance Sheet of the Company. As per the
 requirement of Section 212 (1) of the Companies Act, 1956, the
 documents of the Subsidiary Companies has been attached to the Balance
 Sheet of M/s Net 4 India Limited. These documents will also be
 available for inspection during business hours at our Registered Offce
 and also at the Registered Offce of the concerned Subsidiaries.
 
 Dividend
 
 The Board of Directors of your Company have recommended Dividend @ 10%
 (Rupee 1 per Share) for the year 2009-10 (previous year 10%) to the
 shareholders other than Promoters and Promoter’s group, subject to the
 ap- proval of shareholders in their ensuing Annual General Meeting.
 
 Directors
 
 During the year Mr. Surya S. Chadha was appointed as a Non-Executive
 Director of the Company vide Extra- ordinary General Meeting of the
 members of the Company held on November 9, 2009.
 
 Thereafter, Ms. Biba Sawhney resigned as Director from the Board of
 Directors of the Company w.e.f. December 8, 2009 due to some other
 pre-occupations. The Board placed on record deep sense of appreciation
 for the valuable contribution made by Ms. Biba Sawhney during her
 tenure as a Director of the Company.
 
 Further, in accordance with the provisions of the Companies Act, 1956
 read with Articles of Association of the Com- pany, Mr. Sandip K. Ghosh
 and Mr. Brijesh Chand Mathur, Directors of the Company are retiring by
 rotation at the forthcoming Annual General Meeting and being eligible,
 offer themselves for re-appointment. The Board recom- mends the
 appointment of the above Directors.
 
 Directors Responsibility Statement
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors’ Re- sponsibility Statement, it is
 hereby confrmed that:
 
 (i) in the preparation of the Annual Accounts, the applicable
 accounting standards had been followed and wherever required, proper
 explanations relating to material departures have been given;
 
 (ii) the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as at March 31, 2010 and of the proft of the Company for
 the year ended on that date;
 
 (iii) the Directors have taken proper and suffcient care for
 maintenance of adequate accounting records in ac- cordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities; and
 
 (iv) the Directors have prepared the Annual Accounts of the Company on
 a “going concern” basis.
 
 Human Resource
 
 Net4 takes pride in its highly motivated and competent human resource
 that contributed its best to bring the Com- pany to its present
 heights. The productivity of the employees is refected in the
 consistent improvement over the years. We have also set up a scalable
 recruitment and human resources management process, which enables us to
 attract and retain high caliber employees.
 
 Your Company provides an environment which encourages initiative,
 innovative thinking and rewards performance without regard to various
 external factors such as race, sex, color, creed, religion, national
 origin, citizenship, age, marital status or orientation.
 
 Your Company ensures and focused on training and development of its
 personnel through various internal and ad- vanced training programs,
 succession planning, participation at national and international
 conferences, job rotation, on-the-job training, and various workshops.
 
 Fixed Deposit
 
 During the year under review your Company has accepted deposits within
 the meaning of Section 58 A of the Com- panies Act, 1956 read with
 Companies (Acceptance of Deposit) Rules, 1975 for Rs. 3,88,14,000/-. In
 terms of the provisions of Investor Education and Protection Fund
 (IEPF) Rules, 2001, there was no unclaimed interest and / or principal
 amount due for transfer to Investors Education & Protection Fund,
 established by the Central Government under Section 205C(1) of the
 Companies Act, 1956 for the year ended March 31, 2010.
 
 Corporate Governance
 
 Your Company is committed to maintain the highest standards of
 Corporate Governance. The Company adheres to the requirements set out
 by the Securities and Exchange Board of India’s Corporate Governance
 practices and the requirements of the Listing Agreement and has
 implemented all the mandatory stipulations prescribed there under.
 Report on Corporate Governance for the year ended March 31, 2010 in
 terms of Clause 49 of the Listing Agree- ments entered into with the
 Stock Exchanges in India forms part of the Annual Report. Certifcate
 from the Auditors of the Company, M/s. Sandy Associates, Charatered
 Accountants, New Delhi confrming compliance of conditions of Corporate
 Governance as stipulated under Clause 49 of the Listing Agreement, is
 annexed to this Report.
 
 Management Discussion and Analysis Statement
 
 Management Discussion and Analysis Statement on the Company’s
 performance, industry trends and other mate- rial changes with respect
 to the Company and its Subsidiaries, wherever applicable is attached to
 this Report.
 
 Code of Conduct
 
 In terms of Clause 49 of the Listing Agreement, the Company has
 formulated a Code of Conduct for the Directors and Senior Managerial
 Personnel. All the Board Members and Senior Managerial Personnel have
 given their con- sent to adhere to the Code of Conduct to the
 Compliance Offcer of the Company. As per the requirement of Listing
 Agreement, the Code of Conduct is also available on Company’s website
 www.net4.in.
 
 The Company has also formulated a ‘Code of Internal Procedures and
 Conduct for prevention of Insider Trading in Shares of the Company’ as
 per the provisions of SEBI (Prevention of Insider Trading Regulations)
 2000, as amend- ed from time to time, providing guidelines to the
 designated employees while dealing in shares of the Company.
 
 Listing Information
 
 Your Company is listed on the Bombay Stock Exchange (Scrip Code:
 532912) and Delhi Stock Exchange (Scrip Code: 113089). The listing fee
 for the year 2009-10 has been paid to both the Stock Exchanges. The
 application with the National Stock Exchange had already been fled for
 listing and the same is pending for its approval.
 
 Auditors and Auditors’ Report
 
 M/s. Sandy Associates, Statutory Auditors of the Company, retire at the
 ensuing Annual General Meeting and have confrmed their eligibility and
 willingness to accept the offce, if re-appointed.
 
 The Auditors’ Report and Notes to on Accounts referred to in the
 Auditors’ Report are self-explanatory and therefore, does not call for
 any further comments.
 
 Energy Conservation, Technology Absorption and Foreign Exchange
 Earnings & Outgo
 
 Information as required under the Companies (Disclosure of Particulars
 in the Report of Board of Directors) Rules, 1988 in respect of Energy
 Conservation, Technology Absorption and Foreign Exchange Earnings and
 Outgo is en- closed and marked as Annexure I to this Report.
 
 Particulars of the Employees
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the employees are given in
 Annexure II to the Directors’ Report.
 
 Mr. Jasjit Singh Sawhney, Chairman & Managing Director and Mr. Amarjit
 Singh Sawhney, Whole Time Director of the Company are relatives and
 particulars in respect thereof are given in Corporate Governance
 Report. None of other employee is relative of any of the Directors of
 the Company.
 
 Acknowledgements
 
 The Directors place on record the appreciation and gratitude for the
 co-operation and assistance extended by vari- ous departments of the
 Union Government, State Government, Bankers and Financial Institutions.
 
 The Directors also place on record their appreciation of dedicated and
 sincere services of the employees of the Company at all levels.
 
 The Company will make every effort to meet the aspirations of its
 Shareholders and wish to sincerely thank them for their whole hearted
 co-operation and support at all times.
 
                                       For and on behalf of 
 
                                       the Board of Directors
 
                  
 
                                       Sd/- 
 
                                       Jasjit Singh Sawhney
 
 Place: Noida
 
                                       Chairman & Managing Director
 
 Dated: August 31, 2010               (DIN: 00111020)