NATIONAL INTERNET EXCHANGE OF INDIA

4 t h ANNUAL REPORT

YEAR ENDED

3 1 s t MARCH, 2007

BOARD OF DIRECTORS

Shri Jainder Singh

Shri E. K. Bharat Bhushan

Shri N. Ravi Shanker

Shri Ashok Jhunjhunwala

Shri Rajesh Chharia

Shri H.K.Gupta

Shri Kunal Bajaj

Prof. N. BalaKrishanan

Shri Rahul Swarup

Shri Sharad Kumar Sanghi

Shri S . N . Zindal

Shri Jasjit Singh S a w h n e y

Shri B.C. Jain

AUDITORS

M/s Khanna A n n a d h a n a m

REGISTERED OFFICE

121-123 ,Ansa l Tower,

38 ,Nehru place,

N e w De lh i -110019

NATIONAL INTERNET E X C H A N G E OF INDIA

Regd. Office: 121-123, Ansal Tower, 38, Nehru Place, New Delhi-110019

NOTICE

Notice is hereby given that the 4th Annual General Meeting of the members of

the Company will be held as under:

Day : Friday ,

Date : 2 8 t h day of September 2007

T i m e : 3:00 P.M

Venue : E-Governance Hall .Electronic Niketan, C G O Complex, Lodi Road, New

Delhi - 1 1 0 0 1 7

To transact the following business:

1)To receive, consider & adopt the Audited Balance Sheet as on March 3 1 , 2007

and the Report of Board of Directors and Auditors thereon.

2) To appoint Auditors and fix their remuneration. The retiring Auditors, M/s

Khanna & Annadhanam, Chartered Accountants, is eligible for reappointment

SPECIAL BUSINESS

3) To consider, and if thought fit, to pass with or without modification, the

following Resolution as Ordinary Resolution.

To appoint Director in place of Sh. E.K. Bharatbhushan who was appointed as an

Additional Director of the Company by the Board of Directors with effect from 10-

04-07. Under section 260 of the Companies Act 1956, and Article 19 of Article of

Association of the Company, he would be retired at the forthcoming Annual

General Meeting of the Company is eligible for reappointment and passed the

following resolution.

Resolved that subject to approval of Members, Sh. E.K. Bharatbhushan who was

appointed as an additional Director of the Company on 10-04-07 be and is

hereby reappointed as a Director of the Company.

N A T I O N A L INTERNET EXCHANGE OF INDIA

4) To consider, and if thought fit, to pass with or without modification, the

following Resolution as Ordinary Resolution.

To appoint Director in place of Sh. N.Ravi Shanker who was appointed as an

Additional Director of the Company by the Board of Directors with effect from 7-

09-07. Under section 260 of the Companies Act 1956, and Article 19 of Article of

Association of the Company, he would be retired at the forthcoming Annual

General Meeting of the Company is eligible for reappointment and passed the

following resolution.

Resolved that subject to approval of Members, Sh. N.Ravi Shanker who was

appointed as an additional Director of the Company on 7-09-07 be and is hereby

reappointed as a Director of the Company.

5) To transact the following Special Business:

To consider, and if thought fit, to pass with or without modification, the following

Resolution as Ordinary Resolution.

To conduct the Election of the Directors by the Ordinary members of the

Company:

"RESOLVED that pursuant to the provisions of section 257 and other applicable

provisions, if any, of the Companies Act, 1956, and the clause 17 (b) of Articles

of Association of the Company, the company be and is hereby authorizes the

Ordinary members of the Company to elect nine Directors among themselves.

Date: 7 t h September,2007 By Order of the Board of Directors

N A T I O N A L I N T E R N E T E X C H A N G E O F INDIA

NOTES

a) The relative explanatory statement pursuant to section 173 of the Companies

Act, 1956, in respect of the business under item Nos. 3 to 5 is annexed hereto.

b) A Member entitled to attend and vote at the meeting is entitled to appoint a

proxy to attend and vote instead of himself A proxy need not be a member of

the Company.

c) Proxy in order to be effective must be received by the Company at its

Registered office not later than 48 hrs before the time for holding the meeting.

N A T I O N A L I N T E R N E T EXCHANGE O F I N D I A

E X P L A N A T O R Y STATEMENT

As required by section 173 of the Companies Act, 1956, the following

explanatory statement set out all material facts relat ing to the business

ment ioned under item Nos. 3 to 5 of the accompanying Notice dated 7 t h

September ,2007.

I tem No . 3

To appoint a Director in place of Sh. E.K. Bharatbhushan, w h o was appointed as

an Addit ional Director of the Company by the Board of Directors with effect from

10-04-07 under section 260 of the Companies Act 1956, and Article 19 of Article

of Associat ion of the Company, wou ld be retired at the forthcoming Annual

General Meet ing of the Company, is eligible for reappointment.

Sh. E.K. Bharatbhushan has w ide and varied exper ience in the field of IT . The

Board is of the opinion that cont inued association of Sh. E.K. Bharatbhushan as

a Director wou ld be of immense help to the Company 's expansion and

diversif ication programs.

None of the Directors of the Company is in any way concerned or interested in

his resolut ion except Sh. E.K. Bharatbhushan to the extent of the appointment

as a Director.

Your directors recommend the resolut ion for your approval,

I tem No. 4

To appoint a Director in place of Sh. N.Ravi Shanker, who w a s appointed as an

Addit ional Director of the Company by the Board of Directors with effect from 10-

04-07 under sect ion 260 of the Companies Act 1956, and Art ic le 19 of Article of

N A T I O N A L I N T E R N E T E X C H A N G E O F I N D I A

Associat ion of the Company, wou ld be retired at the forthcoming Annual General

Meet ing of the Company, is el igible for reappointment.

is of the opinion that cont inued association of Sh. N.Ravi Shanker as a Director

would be of immense help to the Company's expansion a n d diversification

programs.

None of the Directors of the Company is in any way concerned or interested in

this resolut ion except Sh. N.Ravi Shanker to the extent of the appointment as a

Director.

Your directors recommend the resolution for your approval.

I tem No , 5

Article 17 (b) of the Art ic les of Association provides that the Ordinary members of

the company will e lect Nine Directors among themselves.

In view of this and in order to comply with the provisions of sect ion 257 of the

Compan ies Act, 1956. The list of the final candidates who are contesting the

election of the Directors and the ballot papers will be/have been dispatched on

10 t h September 2007.

On the basis of the vot ing, result will be declared and new e lected directors will

be appointed for the next one year.

In view of the above, the aforesaid Resolution is proposed to be passed and

recommended for your acceptance.

None of the Directors of the Company are in any way concerned or interested in

this resolut ion.

Sh. N.Ravi Shanker has wide and varied experience in the field of I T . The Board

NATIONAL INTERNET EXCHANGE OF INDIA

OPERATIONS During the year under reference, the company has from its exchange activity,

generated total revenue of Rs. 170.47 lacs (Previous Year Rs. 67.39 lacs). This

revenue has been higher by Rs. 30.59 lacs due to change in account ing policy

during the year f rom cash to accrual method. From the .In activity the company

during the year had earned revenue of Rs. 958.14 lacs (Previous year Rs.

739.68 lacs). However, fo l lowing the accounting policy, a sum of Rs.778.32 lacs

( including Rs.447.05 lacs f rom out previous year's receipts) have been

appropr iated to the current year 's income, carrying forward the balance. Against

the revenue, of Rs 959.12 lacs (pr. Yr Rs. 622.79 lacs) and interest of Rs. 84.58

lacs (pr year 5.86 lacs), so earned from the exchange and .IN activities, the

company had incurred a gross expenditure of Rs. 566.39 lacs (pr. Yr. 363.30

lacs) pr ior to adjustment of a port ion of revenue expenditure out of revenue

grants received. After adjustment of revenue grant the balance expenditure

amounted to Rs. 550.78 lacs (pr. Yr. Rs. 219.87 lacs) giving a net surplus for the

year of Rs.493.17 lacs (pr. Yr. Rs. 409.01 lacs) which h a s been carr ied to

Reserve Fund Account.

The company intends to set up the Back up center for .IN project, wh ich would

require a heavy amount of investment. This is likely to be generated from the

resources of the company a n d partial funding out of grants f rom government for

which proposals have been moved.

O U T L O O K

Your company has upgraded the facilit ies at NIXI, NOIDA and Mumbai by

instal l ing Gigabi t routers fo r h igher traffic. This has resul ted in much higher

Internet Traffic. Now government grant has been received for sett ing up f ive

more Internet Exchanges at Bangalore, Hyderabad, Ahmedabad, Mohal i and

NATIONAL INTERNET EXCHANGE OF INDIA

Lucknow and these will be operationalised soon. NIXI is also considering Pune

and Jaipur on priority in next phase for setting up Internet Exchanges. In .IN

registry operations, more than 2.7 lakh domain names have been registered

through 46 registrars. IDN (International Domain Names) in various languages

will also be launched soon.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act,

1956, the Board of Directors of the company confirms:

i) That in the preparation of the annual accounts for the financial year ended 3 1 s t

March,2007, the applicable accounting standards have been followed and there

has been no material departure;

ii) That the selected accounting policies were applied consistently and the

directors made judgments and estimates that are reasonable & prudent so as to

give a true and fair view of the state of the affairs of the company as at March

31,2007 and of the profit of the company for the year ended as on date;

iii) That proper and sufficient care has been taken for 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;

iv) That the annual accounts have been prepared on a 'going concern' basis.

AUDITORS & A U D I T O R S ' R E P O R T

You are requested to re-appoint Auditors for the current year to hold the office

from the conclusion of the ensuing Annual General Meeting until the conclusion

of the next Annual General Meeting. The retiring Auditors, M/s Khanna &

Annadhanam, Chartered Accountants, is eligible for reappointment.

NATIONAL INTERNET EXCHANGE OF INDIA

The observations of the Auditors have been suitably dealt with in the schedules

and notes to the accounts and further,

a) the management has taken up the matter with STPI and the accounting

issues are likely to be resolved with in a span of three months

b) the company has asked for the basis of charging the amount and the

matter is likely to be resolved along with the completion of reconciliations

with STPI .

c) in case of data transfer services (X-Y calculations), role of NIXI is that of a

settlement body. However, due to "maximum 5 factor in these

calculations, in a number of cases, ISPs have been treated as data

centers, and hence NIXI is holding surplus money. The nature of this

money needs to be decided by the members in consensus, which may

require reconsideration or revision in the routing policy. Pending this

settlement the surplus money neither any income/expenditure nor

receivable/payables have shown to be arisen to the company.

PARTICULARS OF EMPLOYEES

Particulars of employees as required by Section 217(2A) of the Companies Act,

1956 and the Companies (Particulars of Employees) Rules, 1975 : NIL

PARTICULARS OF ENERGY CONSERVATION

CONSERVATION OF ENERGY

Measures taken for Conservation of energy. - Nil

Additional investment and proposal for reduction of energy usage - Nil

TECHNOLOGY ABSORPTION - NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs.) Earning in foreign exchange:

NATIONAL INTERNET EXCHANGE OF INDIA

From Domain registrants 221.95 lacs

(Represents the total collection made in foreign currency

to be proportionately allocated as income over the period

of domain registered).

Expenditure in Foreign Currency

-Subscription & Travelling 1 .82 lacs

ACKNOWLEDGEMENT

Your Directors express their gratitude to the Central Government and Ministry of

Communication and Information Technology, IIT, ISPAI and all members for their

kind co-operation. Your directors' place on record the appreciation for the

overwhelming co-operation and assistance received from the Bankers,

customers and others. The board wishes to place on record their deep sense of

appreciation of the contribution made by all employees in ensuring high level of

performance and growth during the year.

KHANNA & ANNADHANAM C H A R T E R E D ACCOUNTANTS

A U D I T O R S ' R E P O R T T O T H E M E M B E R S

1. We have audited the attached Balance Sheet of National In te rne t Exchange of India as at 3 1 s t March, 2007 and Income and Expenditure Account for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. This report does not include a statement on the matters specified in paragraph 4 of the Companies (Auditors Report) Order 2003 (the Order) duly amended by the notification issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act '1956, since in our opinion and according to the information and explanations given to us, being a section 25 company, the said order is not applicable to the company.

4. On the basis of the audit referred to above, 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 purposes 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 books

(c) In our opinion, the attached Balance Sheet and Income and Expenditure Account of the Company as at March 31, 2007, comply with the applicable mandatory accounting Standards referred in sub-section 3 ( c ) of section 211 of the Companies Act, 1956.

(d) The Balance Sheet and the Income and Expenditure Account dealt with by, this report are in agreement with the books of account; and

(e) On the basis of written representations received from the directors and taken on record by the board of directors, we report that none of these directors is disqualified from being appointed as members in terms of clause (g) of sub-section (1) of Section 274 of the Companies act, 1956.

BARAKHAMBA ROAD : 706, AKASHDEEP, 26-A, BARAKHAMBA ROAD, NEW DELHI-110001

T E L E ; 91 (1 l ) 23315110,, 23315119 Fax: 91 (11) 23739216 E-mail: khannaa@ndb.vsnl.net.in

ASAF ALI ROAD : 3 /7B, 2 N D FLOOR, ASAF ALI ROAD, NEW DELHI-110002 TELE : 91 (11) 23244061,23244062, 23244063 FAX : 91 (11) 23244475

E-mail: knatax@rediffmail.com

Khanna& Annadhanam

The balances due from and due to STPI (net) Rs. 23.64 lacs and shown under current liabilities are subject to reconciliation and confirmation. The effect on the accounts on due reconciliation /adjustment thereof cannot be indicated at this stage (Refer Note No.3.2). Provision not having been made for certain expenses charged by STPI aggregating to Rs. 26.92 Lacs, pending resolution of the matter referred to in Note no. 3.2. In respect of the bills raised on ISPs for data transfer charges on behalf of service rendering ISPs the management has, contended that pending reconsideration of the routing policy, the company is only acting as a settlement body; the entries recorded are notional and self balancing and consequently neither any income/expense nor receivable/payables arise to the company. We are however, in view of the technicalities involved in the matter and out come of reconsideration of routing policy, unable to express any opinion in this regard (Refer Note No.6)

We further report that without considering the impact of our remarks in Para (f) (i) and (iii) above, the effect of which cannot be indicated at this stage, had our remarks in paragraph (f) (ii) above been considered the surplus for the year would have been lower by Rs. 26.92 lacs and the balance in the reserve fund account at 31.3.2007 lower by Rs.26.92 lacs.

Subject to our above comments, in our opinion and to the best of our information and according to the explanations given to us , the accounts read with the Accounting Policies and notes attached thereto or appearing there on give the information required by the Companies Act, 1956, in the manner so required and give a true and fair v i ew in conformity with the accounting principles generally accepted in India: -

(i) in the case of the Balance Sheet, of the state of affairs as at 31st March. 2007; and

(ii) in the case of the Income and Expenditure Account, of Excess of Income over

Expenditure of the Company for the year ended on that date.

f. (i)

(ii)

(iii)

13

NATIONAL INTERNET EXCHANGE OF INDIA

THIS YEAR PREVIOUS YEAR Schedule VI (Amt. In Rs.) ! (Amt . In Rs . )

OTHER INCOME

Joining Fees 150,000 1,250,000 Accreditation Fee 300,000 350,000 Other charges 582,784 536,000 Income from Data Transfer -Interest earned 8,457,867 586,009 (including Tax deducted at Source Rs. 306846)

9,490,651 2,722,009

Schedule VII

TECHNICAL & OPERATING EXPENSES

Technical Service Charges 33,946,342 12,046,247 Operating Service Charge to STPI 7,174,200 5,379,452 (including Rs. 10.01 lacs towards service tax pertaining to earlier years)

Bandwidth License Fee 4,079,687 9,481,003

45,200,229 26,906,702

Schedule VIII

ADMINISTRATIVE AND PROMOTIONAL EXPENSES

Professional Expenses 2,153,464 1,906,764 Meetings, conferences & Promotional Activities 1,175,862 1,453,620 Rent 881,216 159,152 Travelling & Conveyance 690,306 495,602 Postage and Communication Expenses 525,370 663,851 Audit Fees (including Rs. 28,060 for previous year) 112,330 104,180 Office Expenses 589,952 381,339 Repair and Maintenance 306,141 599,707 Subscription & Membership 181,776 28,884 Miscellaneous Expenses 13,032 11,264 Advertisement Expenses 1,915,717

8,545,166 6,444,467

N A T I O N A L I N T E R N E T E X C H A N G E O F I N D I A

S C H E D U L E - V : A C C O U N T I N G P O L I C I E S & N O T E S

A C C O U N T I N G P O L I C I E S

1. Financial Statements T h e Financial statements have been prepared under the historical cost convent ion based on the provisions of the Companies Act, 1956 and in accordance with the Generally Accepted Account ing Principles followed in India and the Accounting Standards issued by Institute of Chartered Accountant of India to the extent applicable.

2. Government Grants T h e grant-in-aid received from Govt, of India, Minis t ry of Communications, have been segregated into capital and revenue grants based on the budgeted cost estimates provided to the concerned ministry.

3. Fixed Assets Fixed Assets are stated at cost of acquisition / construction less depreciation. Cos t comprises purchase price and any other cost attr ibutable to bringing the asset to its working condition for its intended use.

4. Depreciation Depreciat ion on fixed assets is provided from the month , when the assets are put to use . The Depreciation is provided on wri t ten down value method at rates and basis prescribed under schedule XIV of the Companies Act, 1956. T h e depreciation relatable to the assets acquired out of the capital grant has been adjusted against the said grant by transferring an equivalent amount to the Income and Expenditure Account . Assets costing up to Rs. 5,000/- are fully depreciated in the year of purchase.

5. Employee Retirement Benefits T h e Company provides for leave encashment benefits to persons who are on its rol ls . Other benefits viz.gratuity, PF etc. will be extended upon the number of employees reaching the prescribed levels.

6. Income recognition (i) Income from exchange operations (including jo in ing fees), and other

charges are recognized on accrual basis.

(ii) Domain registration charges received are spread proportionately, on a month to month basis, over the life of the domain registrations.

(iii) Accreditat ion fees is accounted for on accrual basis (iv) Arbitration income is accounted for upon settlement of the

proceedings.

7. Membership Fee Annual membership Fee from members is accounted for to the extent realised and no accrual thereof is created. The fee, if any received in advance, is however carried forward as a liability to be reckoned as income of the relevant year to which it pertains.

8. Technical Services Payments Payments in connection with technical services to the service provider are related to the services received on a period basis and the balance, if any, paid in terms of the agreement but adjustable during subsequent period/periods are carried over and disclosed separately under 'Deferred Revenue Charges'.

NOTES TO ACCOUNTS

1. Background

The Company was incorporated on June 19, 2003 under section 25 of the companies Act, 1956, with limited liability with the following as its main objectives: (as amended on December 02, 2004).

a) Protecting and promoting the interest of Internet Service Providers of India (ISPIs) in a manner that the interest of the Internet consumers at large is protected and they are benefited.

b) Setting up national level, Internet peering points for interconnecting Internet Services Providers all over India.

c) Enabling routing and exchange of domestic Internet traffic within the country, and

d) To improve the quality of Internet Services and save foreign exchange. e) Set up .IN Network Information Centre (INNIC) as an autonomous

unit for .IN Domain registration. f) Operating. IN Registry as a Not-for-Profit organization. g) .IN Registry will function as an autonomous body, accountable to the

Government on all policy matters and its satisfactory implementation. h) Maintain .IN domain name and ensure its popularity, operational

stability, reliability and security. i) Carry out the registration of the domain name through Registrars to be

appointed by it. j) Implement effective dispute resolution policy.

2. The Company has been granted license under section 25 of the Companies Act, 1956, by the Regional Director, Department of Companies Affairs, Kanpur, to dispense with the words 'Limited' and/or Private Limited subject to certain conditions specified therein.

3.1 (a) For the purpose of Establishment of Internet Exchange (IXP) in India NIXI co-located at 4 Software Technology Parks of India (STPI) viz. Delhi, Mumbai, Chennai, Kolkata, the Government of India, the Ministry of Communication and Information Technology, Department of Information Technology (CCRBT Groups), Electronics Niketan, 6 CGO Complex, New Delhi -110003, had vide its letter dated 28.03.03, granted its approval and

(c) Accordingly, the'Ministry released a sum of Rs. 350 lacs as grant-in-aid to STPI, New Delhi as first installment for implementation of the project by the Executive Board of NIXI, DIT New Delhi which has been allocated in proportion of overall project cost. Out of the above said grant of Rs. 350 lacs, the company had utilized a sum of Rs.272.50 lacs till the close of the year.

(1) The Establishment of internet exchange (IXP) in India (NIXI) project in terms of the grant papers was to be completed by mid June,2003 out of the grant in aid received from the Ministry of Communication and Information Technology Department of Information Technology (CC & BI Group) . However as on 31.3.2007 there is an unutilised capital grant of Rs.77.50 lacs, for which, the company as an Implementing Agency, proposes to move, an application to the Government requesting time for utilisation of the balance amount.

3.2 For setting up of the infrastructure and facilities, as envisaged in the project, various STPIs had incurred, charged to STPI head office, (which had received the grant from MIT) and claimed reimbursement of funds. The STPIs concerned raise debit advises on STPI head office from time to time, which is adjusted. Detailed statement of account from the respective STPIs for the utilisation out of grant and the balance remaining unutilised remains to be received duly confirmed by STPI Head Office. Pending such reconciliation and confirmation the balances due to / due from STPIs have been netted with

with the present operation for a period of 3 years expires on 3 1 s t December, 2007. The agreement has been renewed, after completion of the selection process, effective from 1.1.2008 ending on 31.12.2012. In accordance with the renewed terms the operator is to be compensated for its efforts as specified in the agreement.

8. In terms of the license granted by the regional director of the company is to apply its profits and other income towards promotion of its objects and is prohibited from payment of any dividend to its members. Consequently the organization had applied for registration under section 12A of the income tax Act, 1961 in compliance with the provisions of Sec. 11, 12 and 13 of The Income Tax act, 1961. The company has been denied registration under section 12 A of the Income Tax act 1961 while defining the activities carried out by the company as of commercial nature. The company has preferred an appeal in the matter to Income Tax Appellate Tribunal which is pending. The management is confident based on certain decided cases that the department can not deny registration. In this view of the matter, no provision for tax has been considered necessary.

9. The sundry debtors include recoverable amount of Rs. 0.38 lacs (maximum balance-Rs. 13.07 lacs) from Videsh Sanchar Nigam Limited on account of companies in which directors are interested as directors.

10. In view of number of employees being less than the prescribed requirements, Provident fund, ESI Acts, etc. are presently not applicable.

11. The company had taken premises on rent to carryout its activities. The Rental paid and charged to the Income and Expenditure Account aggregates to Rs.8.81 lacs.

12. Estimated Amount of contracts remaining to be executed on Capital Account (net of Advances) Rs. Nil (Previous Year Rs.Nil).

13. Claim against the company not acknowledged as debts Rs.1.36 lacs (Previous Year Rs.Nil).

14.. Earnings and expenditure in foreign currency Earnings in foreign currency

From Domain registrants Rs. 2,21,94,257*

Expenditure in foreign currency Subscription Rs. 181,776

•(represents the total collections, including money in transit made in foreign currency to be proportionately allocated as income over the period of domain registered)

15. The previous year figures have been regrouped/ rearranged where ever felt necessary.

Proxy Form

N A T I O N A L I N T E R N E T E X C H A N G E

Reg is te red Of f ice: 121-123 , Ansa l Tower , 38, Neh ru Place, N e w Delh i -110019.

I/We of be ing

a m e m b e r of t he Na t iona l Internet E x c h a n g e , hereby appoin t

— o f o r fa i l ing h im o f as my/our Proxy

to a t t end a n d vo te for m e / u s a n d on my /ou r behal f a t the Annua l Genera l Meet ing

of the C o m p a n y , to be he ld on Fr iday, the 28th d a y of S e p t e m b e r 2007 , a t - a t

Minist ry o f C o m m u n i c a t i o n s a n d Informat ion Techno logy , Depar tment o f

In format ion T e c h n o l o g y , E -Gove rnance hall , E lect ron ics N ike tan , 6 , C G O

Comp lex , Lod i R o a d , N e w De lh i - 1 1 0 0 1 7 and a t a n y ad jou rnmen t t h e r e o f :

as w i t ness my / o u r hand (s ) th is — d a y o f 2007

S igned by t h e sa id Af f ix a R e v e n u e S tamp

Member (s )

Notes :

1. T h e Proxy , to be e f fec t i ve s h o u l d be depos i ted a t t he Reg is te red Off ice a t

121 -123 , A n s a l T o w e r , 38 , N e h r u Place, N e w De lh i - 110019 not less than

For ty -E igh t h o u r s be fo re the c o m m e n c e m e n t o f t h e Mee t ing .

2. A Proxy n e e d not be a m e m b e r of t he Company .

3 . T h e s u b m i s s i o n by a m e m b e r o f th is form of p roxy wil l no t prec lude such

m e m b e r f r o m a t t e n d i n g i n p e r s o n a n d vot ing a t t he Mee t ing .

NATIONAL INTERNET EXCHANGE OF INDIA

A T T E N D A N C E S L I P

(Registered Office. 121-123, Ansal Tower, 38, Nehru Place, NewDelhi-110019)

PLEASE C O M P L E T E THIS A T T E N D A C E SLIP AND HAND IT OVER AT T H E ENTRANCE OF

THE HALL.

I /We hereby record my/our presence at the 4 r d ANNUAL GENERAL MEETING

held at the E-Governance Hall .Electronic Niketan, CGO Complex, Lodi Road,

New D e l h i - 1 1 0 0 0 3

Folio No. Name & Address of the Members

Signature

Name of Proxy in Block Letters Signature of Proxy