iStreet Network Ltd.
|BSE: 524622||Sector: Others|
|NSE: N.A.||ISIN Code: INE532B01020|
|BSE 00:00 | 27 Feb||iStreet Network Ltd|
|NSE 05:30 | 01 Jan||iStreet Network Ltd|
|BSE: 524622||Sector: Others|
|NSE: N.A.||ISIN Code: INE532B01020|
|BSE 00:00 | 27 Feb||iStreet Network Ltd|
|NSE 05:30 | 01 Jan||iStreet Network Ltd|
Your Company's Directors are pleased to present the 32ndAnnual Report of theCompany along with the Audited Financial Statements of the Company for the financial yearended March 31 2019.
1. FINANCIAL RESULTS:
2. THE STATE OF COMPANY'SAFFAIRS:
Overall business during the year was not very impressive due to resource constraints.However the company continue to look for the new opportunities other than Retail like inGreen Mobility solution. The company is in the process of testing the newer technology inthis area thru Citycycle India Pvt. Ltd. As announced earlier the company has announcedto acquire Citicycle India Pvt. Ltd. as wholly owned subsidiary. During the year thecompany had conducted pilot of Online B2B business and the total revenue was Rs. 193.95lacs. However didn't find it viable as the business needed huge capital infusion. Basedon various research conducted by the company for fixing its business model for fasterprofitability it has evaluated various businesses to be conducted thru its retailnetwork. It is in process of acquiring the business of M/s. Citicyle India PrivateLimited which is in the business of green mobility solution and in process exploringdifferent models for launching.
Your company is placed under Graded Surveillance Mechanism (GSM) stage-1andtheBombayStock Exchange (BSE) started putting several restrictions in FREE tradability of theshares of the company. GSM had led to trade restrictions and a complete roadblock in termsof raising additional capital from new investors.
In view of the losses your Directors do not recommend any dividend during the year18-19
4. MANAGEMENT DISCUSSION AND ANALYSISREPORT:
Management Discussion and Analysis Report for the year under review as stipulatedunder the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulation") is presented in aseparate section forming part of this Annual Report.
5. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year based on the recommendation of the Nomination and RemunerationCommittee i. Mr. Mahesh Palshetkar was appointed as Managing Director of the companyw.e.f 01st February 2019 in place of Mr. Pradeep Malu who tendered hisresignation from the post of Managing Director and continues to remain as non- executivedirector of the company. ii. Mr. Shantaram Hande was appointed as Additional IndependentDirector of the company w.e.f 01st February 2019 iii. Mr. Naval Choudhary hadtendered his resignation from the post of Independent Director w.e.f29th March2019
The appointment of Mr. Mahesh Palshetkar and Mr. ShantaramHande is proposed to beregularized in this Annual General Meeting.
The brief resume of the Directors seeking appointment in the forthcoming Annual GeneralMeeting in pursuance of Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to the Annual General Meeting Notice.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company. The Company has received declarations fromall Independent Directors of the Company that they meet the criteria of Independenceprescribed under the Act and the Listing Regulations.
Board Evaluation: Pursuant to the provisions of the Companies Act 2013 and SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 the formal annualevaluation was carried out for the Board's own performance its committee & Individualdirectors. The manner and detail in which evaluation was carried out is explained in theCorporate Governance Report.
Nomination and Remuneration Policy: The Board of Directors has framed a policywhich lays down a framework in relation to remuneration of Directors Key ManagerialPersonnel and Senior Management of the Company. This policy also lays down criteria forselection and appointment of Board Members. The details of this policy are explained inthe Corporate Governance Report.
Meetings of the Board: During the year 5 (five) Board Meetings (other than Meetingof Independent Directors) were convened and held details of which are given in theCorporate Governance Report which is annexed to this report and forms a part of thisreport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Independent Directors affirmation: The Independent Directors of your Company havegiven the certificate of independence to your Company stating that they meet the criteriaof independence as mentioned under Section 149(6) of the Companies Act 2013 and there hasbeen no change in the circumstances which may affect their status as independent directorduring the year.
Familiarisation Programmes for Independent Directors:
The Company has put in place a system to familiarise its Independent Directors with theCompany their roles rights & responsibilities in the Company nature of the industryin which the Company operates business model of the Company etc. The details of suchfamiliarization programme is put up on the website of the Company athttp://istreetnetwork.com/wp-content/uploads/2015/04/Familarisation-prog.pdf
Key Managerial Personnel:
During the year Mr. PradeepMalu resigned as Managing Director of the Company w.e.f01stFebruary 2019. The Directors place on record their appreciation for the contribution madeby him during his tenure. The Board at its Meeting held on 01st February2019has appointed Mr. Mahesh Palshetkar as Managing Director of the company.
Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company are:
- Mr. Mahesh Palshetkar- Managing Director
- Mr. Dinesh Trivedi- Chief Financial Officer and;
- Ms. Surabhi Pal- Company Secretary.
6. DIRECTORS RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and the reviews performed by the relevant Board Committeesincluding the Audit Committee of the Board the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the year ended March 312019. Accordingly pursuant to Section 134 (5) of the Companies Act 2013 based on theabove the Board of Directors to the best of their knowledge and ability confirms that:
(i) in the preparation of the Annual Accounts the applicable Indian AccountingStandards (IndAS) have been followed and that no material departures have been made fromthe same;
(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the lossesof the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls which are adequate and areoperating effectively during the year ended March 31 2019;and
(vi) there is a proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively during theyear ended March 312019.
7. WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy with a view to provide vigil mechanism toDirectors employees and other stakeholders to disclose instances of wrongdoing in theworkplace and report instances of unethical behavior actual or suspected fraud orviolation of the Company's code of conduct policy. The Whistle Blower Policy also statesthat this mechanism should also provide for adequate safeguards against victimization ofDirector(s)/ Employees who avail of the mechanism and also provide for direct access tothe Chairman of the Audit Committee in exceptional cases. The Whistle Blower Policy hasbeen posted on the website of the Company and the details of the same are explained in theReport on Corporate Governance forming part of this Annual Report. The Whistle blowerPolicy is available at the website of the Companyhttp://istreetnetwork.com/wp-content/uploads/2013/08/Whistleblower-Policy.pdf
8. SUBSIDIARY JOINT VENTURE AND ASSOCIATES:
The Company does not have any subsidiary joint venture or Associates as on March 312019 except as stated in the Audited Financials of the company.
9. MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF FINANCIAL STATEMENTS:
There are no material changes and commitments affecting the financial position of yourCompany between the end of the financial year and the date of this report. There has beenno change in the nature of business of the Company.
10. INTERNAL FINANCIALCONTROLS:
The Companies Act 2013 has mandated the Company to have a formal framework of InternalFinancial Controls (IFC) and has also laid down specific responsibilities on the BoardAudit Committee Independent Directors and Statutory Auditors with regard to IFC.
The financial control system and framework is required to ensure:
- The orderly and efficient conduct of itsbusiness
- Safeguarding of itsassets
- The prevention and detection of frauds anderrors
- The accuracy and completeness of the accounting recordsand
- The timely preparation of reliable financialinformation.
The Board reviews the effectiveness of controls documented as part of IFC frameworkand take necessary corrective actions where weaknesses are identified as a result of suchreviews. This review covers entity level controls process level controls fraud riskcontrols and Information Technology environment. Based on this evaluation no significantevents had come to notice during the year that have materially affected or are reasonablylikely to materially affect our IFC. The Management has also come to a conclusion thatthe IFC and other financial reporting was effective during the year and is adequateconsidering the business operations of the Company. The Statutory Auditors of the Companyhas audited the IFC over Financial Reporting and their Audit Report is annexed to thisreport.
11. RISK MANAGEMENT:
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. Some of theidentified risks are related to adoption of the new and innovative business concept by theconsumers and retailers capabilities of our network partners to deliver the desiredexperience to the customers not able to raise resources and funds for reaching to asustainable level of business high technology obsolesce competition with deep pocketslogistic infrastructure etc. In order to give risk perception of our business to theinvestors the Company has attempted to provide "Investor Guidance" on thewebsite which can be accessed from the linkhttp://istreetnetwork.com/investors/investor-guidance/. This section contains the riskfactors as identified by the Company which shall be updated on a timely basis.
12. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT2013:
The Company has a Prevention of Sexual Harassment Policy in force in termsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. The objective of this Policy is to ensure a safe secure and congenial workenvironment where employees will deliver their best without any inhibition threat orfear. The Company has Zero Tolerance to any form of harassment especially if it is sexualin nature. There were no complaints pending for the redressal at the beginning of the yearand no complaints received during the financial year.
13. CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onthe Company's website athttp://istreetnetwork.com/wp-content/uploads/2013/08/Related-party-transcation-policy.pdf.ThePolicy intends to ensure that proper reporting; approval and disclosure processes are inplace for all transactions between the Company and Related Parties. All Related PartyTransactions are placed before the Audit Committee for review and approval. Prior omnibusapproval is obtained for Related Party Transactions on a quarterly basis for transactionswhich are of repetitive nature and / or entered in the Ordinary Course of Business and areat Arm's Length.
All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and at Arm's Length basis. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2is not applicable. There are no materially significant related party transaction's thatmay have potential conflict of interest with the Company at large. The details of relatedparty disclosure form a part of the notes to the financial statements provided in theannual report.
14. PUBLIC DEPOSITS:
During the year your Company has not accepted any deposits under Section 73 of theAct and as such no amount on account of principal or interest on public deposits wasoutstanding as of March 31 2019.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Particulars of loans guarantees and investments have been disclosed in the financialstatements.
16. COMMITTEES OF THEBOARD:
The Board of Directors has the following Committees:
(vii) Audit Committee
(viii) Nomination and Remuneration Committee
(ix) Stakeholders' RelationshipCommittee
(x) Securities Allotment Committee
(xi) Business Review Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate GovernanceReport.
17. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is displayedin the website of the company at the following weblinkhttp://istreetnetwork.com/annual-report/
Audit Committee currently comprises of Mr. ShantaramHande Mr. Neeraj Gupta and Mr.SanjeevChhajed. Further details relating to the Audit Committee are provided in theCorporate Governance Report which forms a part of this report.
The Shares of the Company will continue to be listed on the Bombay Stock Exchange (theBSE Ltd.) which is situated at Phiroze Jeejeebhoy Towers 25thFloor DalalStreet Mumbai 400 001. The Company has partly paid the listing fees up to the financialyear2018-19.
The Company is committed to observe good corporate governance practices. The report onCorporate Governance for the financial year ended March 31 2019 as per regulation 34(3)read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms a part of this Annual Report. The requisite Certificate from theStatutory Auditors of the Company confirming compliance with the conditions of CorporateGovernance annexed herewith as "Annexure 1"
The Managing Director and CFO certification on the financial statement is annexedhereto as "Annexure- 2"
Section 204 of the Companies Act 2013 read with rules made thereunder inter-aliarequires every listed company to annex with its Board's report a Secretarial Audit Reportgiven by a Company Secretary in Practice in the Form MR-3. The Board of Directors hasappointed Mr. Deepak Rane Practicing Company Secretaries as Secretarial Auditor toconduct the Secretarial Audit of the Company for the Financial Year 2018-19. The reportdid not contain any qualification reservation or adverse remark. The Secretarial Auditreport is annexed herewith as "Annexure 4" and forms an integral part ofthis Report.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
(b) Technology Absorption Research & Development(R&D)
24. GREEN INITITAVTIES:
Electronic copies of the Annual Report 2018-19 and Notice of the 32ndAnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany/Depository Participant(s). For members who have not registered their emailaddress physical copies are sent in the permitted mode.
25. COMPULSORY DEMAT OF PHYSICAL SHARES:
a) BSE circular no. vide LIST/COMP/15/2018 dated July 05 2018
Transfer of shares held in physical form by a shareholder is not possible with effectfrom 5thDecember 2018; this restriction however shall not be applicable incase of transmission or transposition of shares. In view of the regulatory requirementsreferred to above in the event the member wish to transfer any shares of the Company heldin physical form will not be able to do so. Members may therefore in their own interestget such shares dematerialised.
b) SEBI circular SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April 2018
Members with physical shares whose ledger folios have incomplete details with respectto PAN and Bank particulars are mandatorily required to furnish these details to theCompany/RTA for registration in their respective folio.
Form for complying the aforesaid circular is attached with the annual report.
In terms of the provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 M/s. SMMP & Associates. Chartered Accountants were appointedas the Statutory Auditors of the Company in AGM held on 29thSeptember 2018 for5 years till the conclusion of 36thAGM of your Company.
27. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE:
The reports of Statutory Auditor and Secretarial Auditor are free from anyqualification reservation or adverse remark or disclaimer.
28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration and other details as required under section197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed herewith as "Annexure 3 "to this report. In accordancewith the provisions of Section 197(12) of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the names and other particulars ofemployees drawing remuneration in excess of the limits set out in the aforesaid Rulesforms part of this Report. However in line with the provisions of Section 136(1) of theAct the Report and Accounts as set out therein are being sent to all Members of yourCompany excluding the aforesaid information about the employees. Any Member who isinterested in obtaining these particulars about employees may write to the CompanySecretary at the Registered Office of your Company.
29. EMPLOYEE STOCKOPTIONS:
There are no options outstanding at the end of the financial year.
30. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
Objective appraisal systems based on Key Result Areas (KRAs) are in place for seniormanagement staff. This is a part of Corporate HR function and is a critical pillar tosupport the organization's growth and its sustainability in the long run.
Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these matters during the financial year2018-19:
a) Issue of equity shares with differential rights as to dividend voting orotherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except Employees Stock Option Scheme as referred to in thisReport.
c) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's operations in futureexcept as stated above about Graded Surveillance Mechanism policy introduced by BSE whichimpacted the company's fund raisingcapabilities.
d) The Company does not have any scheme of provision of money for the purchase of itsown shares by employees for the benefit ofemployees.
e) No fraud has been reported by the Auditors to the Audit Committee or theBoard.
We thank all our stakeholders for their continued support during the difficult year. Weplace on record our appreciation of the contribution made by our employees at alllevels.
Statement in this report particularly those which relate to Management Discussion andAnalysis describing company's objectives projections future outlook estimates andexpectations may constitute forward looking statement within the meaning of applicablelaws and regulations and actual results might differ.