Your Company's Directors are pleased to present the 33rd Annual Report ofthe Company along with the Audited Financial Statements of the Company for the financialyear ended March 31 2020
1. FINANCIAL RESULTS:
|Particulars ||March 312020 ||March 312019 |
|Total Revenues ||- ||193.95 |
|Total Expenditure ||1.25 ||230.13 |
|Earning before interest tax depreciation and amortization (EBITDA) ||(1.25) ||(36.18) |
|Other Income (Net) ||0.02 ||8.78 |
|Finance Cost || |
|Depreciation and amortization expense ||1.17 ||6.60 |
|Profit/(Loss) before exceptional item and tax ||(2.40) ||(34.00) |
|Exceptional Item ||- ||- |
|Profit /(Loss) before tax ||(2.40) ||(34.00) |
|Tax Expense ||- ||- |
|Net Profit /(Loss) for the year after tax ||(2.40) ||(34.00) |
|Balance carried forward to Balance Sheet ||(1287.64) ||(1285.23) |
2. THE STATE OF COMPANY'S AFFAIRS:
Overall business during the year was not very impressive due to resource constraints.However the company continues to look for the new opportunities other than Retail like inGreen Mobility solution. The company is in the process of testing this new technology thruCitycycle India Pvt. Ltd. Going forward the company has a plan to acquire Citicycle IndiaPvt. Ltd. as wholly owned subsidiary subject to certain conditions complied by them andwith your and other regulatory approvals.
During the previous year the company had conducted pilot of Online B2B business andthe total revenue was Rs. 193.95 lacs. However it didn't find it viable as the businessneeded huge capital infusion and has a very thin margins. The company has been evaluatingvarious businesses to be conducted thru its retail network.
The company had invested huge resources in developing technology infrastructuremarketing promotions business process and fulfillment services over the last years inorder to expand its retail network and customer base. Since it is an innovative process ofRetailing where the company orchestrates 3rd party physical retail stores with virtualinventory the business model requires continuous investments till it reaches thebreakeven point and turns profitable.In March 2017 the company was classified into theGraded Surveillance Measure (GSM) list by BSE. The criteria for classifying the companyinto GSM was not very clear to us. The impact of classifying company in GSM by BSE had ledto trade restrictions and a complete 'roadblock' in terms of raising additional capitalfrom new investors. Thus new fund raising had became an extremely challenging and adaunting task. Consequent to classifying into GSM and failing in raising fresh capital forInternet Retail business the company has suspended it's Internet Retail operation wef 1stApril 2017.
In view of the losses your Directors do not recommend any dividend during the year19-20.
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
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. Neeraj Gupta had tendered his resignation from the post of Independent Directorw.e.f 30th September 2019
ii. Mr. Dinesh Trivedi had tendered his resignation from the post of Directorw.e.f 21stOctober 2019.
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 andSEBI (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 thanMeeting of Independent Directors) were convened and held details of which are given inthe Corporate 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 Companyhave given the certificate of independence to your Company stating that they meet thecriteria of independence as mentioned under Section 149(6) of the Companies Act 2013 andthere has been no change in the circumstances which may affect their status as independentdirector during the year.
FamiliarisationProgrammes 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 at http://istreetnetwork.com
Key Managerial Personnel:
During the year there were no changes in the Key Managerial Personnel of thecompany
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
- 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 312020. 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 2020; 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 312020.
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 Company http://istreetnetwork.com
8. SUBSIDIARY JOINT VENTURE AND ASSOCIATES:
The Company does not have any subsidiary joint venture or Associates as on March 312020 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 its business
- Safeguarding of its assets
- The prevention and detection of frauds and errors
- The accuracy and completeness of the accounting records and
- The timely preparation of reliable financial information.
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 Company has audited the IFC over Financial Reporting andtheir Audit Report is annexed to this report.
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. This section contains the risk factors as identified by the Company which shallbe 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 terms of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Theobjective of this Policy is to ensure a safe secure and congenial work environment whereemployees will deliver their best without any inhibition threat or fear. The Company hasZero Tolerance to any form of harassment especially if it is sexual in nature. There wereno complaints pending for the redressal at the beginning of the year and no complaintsreceived 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 at http://istreetnetwork.comThe Policy intends to ensure thatproper reporting; approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at 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 2020.
15. PARTICULAR S OF LOANS GUARANTEES ORINVESTMENTS:
Particulars of loans guarantees and investments have been disclosed in the financialstatements.
16. COMMITTEES OF THEBOARD:
The Board of Directors has the following Committees:
(i) Audit Committee
(ii) Nomination and Remuneration Committee
(iii) Stakeholders' Relationship Committee
(iv) Securities Allotment Committee
(v) Business Review Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
17. EXTRACT OF ANNUALRETURN:
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 web linkhttp://istreetnetwork.com/annual-report/
18. AUDIT COMMITTEE:
Audit Committee currently comprises of Mr. ShantaramHande and Mr. SanjeevChhajed.Further details relating to the Audit Committee are provided in the Corporate GovernanceReport 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 PhirozeJeejeebhoy Towers 25thFloor DalalStreet Mumbai - 400 001. The Company has partly paid the listing fees up to the financialyear 2019-20.
20. CORPORATE GOVERNANCE:
The Company is committed to observe good corporate governance practices. The report onCorporate Governance for the financial year ended March 31 2020 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"
22. SECRETARIAL AUDIT:
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 Ms. NehaPoddar Practicing Company Secretaries as Secretarial Auditor toconduct the Secretarial Audit of the Company for the Financial Year 2019-20. 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:
|(a) Consumption of Energy ||: Not Applicable |
| ||We consume only Electricity for maintaining office and our systems. |
|(b) Technology Absorption Research & Development(R&D) |
|(i) Technology imported and absorbed. ||: NIL (Previous year- Nil) |
|(ii) Expenditure on R&D ||: NIL (Previous year- Nil) |
|(c) Foreign exchange earnings and outgo || |
|(i) Foreign exchange earnings ||: Nil (Previous year- Nil) |
|(ii) Foreign exchange outgo ||: Nil (Previous year- Nil) |
24. GREEN INITITAVTIES:
Electronic copies of the Annual Report 2019-20 and Notice of the 33rd AnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany/Depository Participant(s). For members who have not registered their emailaddress annual report is hosted on BSE website and also on the company's website.
25. STATUTORY AUDITORS:
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 29' September 2018 for 5 yearsi.e till the conclusion of 36 AGM of your Company. During the year the company hasreceived the respective Limited audit report and Auditor report which has been submittedto the BSE periodically and also updated on the website of the company
26. 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 except which are selfexplanatory.
27. 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 - " to this report.
In accordance with the provisions of Section 197(12) of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the names and otherparticulars of employees drawing remuneration in excess of the limits set out in theaforesaid Rules forms part of this Report. However in line with the provisions ofSection 136(1) of the Act the Report and Accounts as set out therein are being sent toall Members of your Company excluding the aforesaid information about the employees. AnyMember who is interested in obtaining these particulars about employees may write to theCompany Secretary at the Registered Office of your Company.
28. EMPLOYEE STOCK OPTIONS:
There are no options outstanding at the end of the financial year.
29. 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 year2019-20:
Issue of equity shares with differential rights as to dividend voting or otherwise.
Issue of shares (including sweat equity shares) to employees of the Company under anyscheme save and except Employees Stock Option Scheme as referred to in this Report.
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and the Company's operations in future except asstated above about Graded Surveillance Mechanism policy introduced by BSE which impactedthe company's fund raising capabilities.
The Company does not have any scheme of provision of money for the purchase of its ownshares by employees for the benefit of employees.
No fraud has been reported by the Auditors to the Audit Committee or the Board.
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 all levels.
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.
|For and on Behalf of Board of Directors |
|Mahesh Palshetkar |
|Managing Director |
Date : 2nd Sept 2020
Place : Mumbai