Directors Report of iStreet Network Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

To, The Members, iStreet Network Limited

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2016.

1. FINANCIAL RESULTS:

	Standalone		*Consolidated
Particulars	Rs. in Lakhs		Rs. in Lakhs
	March 31,2016	March 31,2015	March 31,2016
Total Revenues	1,862.09	94.87	1,862.70
Total Expenditure	2,135.90	398.55	2,160.50
Earnings before interest, tax, depreciation and amortization (EBITDA)	(273.81)	(303.68)	(297.80)
Other Income (Net)	-	-	-
Finance Cost	-	-	-
Depreciation and amortization expense	15.79	14.28	15.79
Profit/(Loss) before tax from operations	(289.60)	(317.96)	(313.59)
Profit from disposal of assets of discontinued operations	-	260.66	-
Profit /(Loss) before tax	(289.60)	(57.30)	(313.59)
Tax Expense	-	-	-
Net Profit /(Loss) for the year after tax	(289.60)	(57.30)	(313.59)

*There are no corresponding figures for March 31, 2015

The company launched Internet Retail Store concept in January, 2014 and named it as ''iStreet Bazaar'', The Company has set up 5,756 such iStreet Bazaar Stores till 31^st March 2016. More details about the concept and spread have been provided in this report in the section Management Discussion and Analysis Report. On standalone basis, Company''s total revenues increased from Rs 94.87 Lakhs in FY 2014-15 to Rs. 1,862.09 Lakhs during the financial year, registering a growth of 1,862 %. Net Loss from operations is decreased from Rs. 317.96 Lakhs in FY 2014-15 to Rs. 289.60 Lakhs during the financial year 2015

16. On consolidated basis, total revenues were Rs. 1,862.70 Lakhs and Net Loss after tax was Rs. 313.59 Lakhs during the financial year.

During the year, in order to expand its business faster and raise resources / funds for this purpose, the Board of Directors in the meeting held on April 29,2015 decided to transfer company''s business to a 100% subsidiary company and accordingly the Company acquired 100% Equity Shares of iStreet Bazaar Private Limited (iSBPL) (100% subsidiary). However, you (members) via Postal Ballot on October 1, 2015 rejected the proposal for transfer of the business to 100% subsidiary. As the proposal of transferring its business to 100% subsidiary didn''t get approval from you, the business continued as usual in the company. Based upon your decision of non subsidiarisation of business, the Board of Director in the meeting held on May 28, 2016 had decided to dispose of its investment in 100% subsidiary - iSBPL. Accordingly, entire investment was disposed off on June 22, 2016 and ISBPL is no longer 100% subsidiary of the company with effect from June 22, 2016. However, iSBPL was 100% subsidiary company as on 31.03.2016, the financials has thus been consolidated.

2. DIVIDEND:

In view of the losses, your Directors do not recommend any dividend during the year.

3. SHARE CAPITAL:

During the year, your Company has allotted 10,75,000 Equity Shares of Rs. 4 each against equal number of Equity warrants on receipt of full payment of Rs 20/- per share from the warrant holders. Consequently, the issued, subscribed and paid up capital has increased from Rs. 8,01,00,000 shares to Rs. 8,44,00,000 as on March 31, 2016. The money has been utilized for the purpose of which it was raised.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year as stipulated under Regulation 34(3) of the Listing Regulations is separately given hereinafter and forms part of this Annual Report.

5. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year Ms. Meethu Malu (DIN: 07074018), Woman Director (Non - Executive Non-Independent category) and Mr. Naval Choudhary (DIN: 00192164), Independent Director were regularized in the 28^th AGM. In accordance with the provisions of Section 152 of the Companies Act,2013 Ms. Meethu Malu, Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers herself for re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Board''s own performance, its committee & Individual directors. The manner and detail in which evaluation was carried out is explained in the Corporate Governance Report.

Remuneration and Nomination Policy: The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report. The ratio of Managerial Remuneration to that of median remuneration along with other prescribed details are annexed herewith as “Annexure -1"

Meetings: During the year ten Board Meetings (other than Meeting of Independent Directors) were convened and held, details of which are given in the Corporate Governance Report which is annexed to this report and forms a part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act,2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

Independent Directors affirmation: The Company has received the necessary declaration from each Independent Director, in accordance with Section 149(7) of the Companies Act, 2013, that they met the criteria of independence as laid out in subsection (6) of Section 149 of the Companies Act, 2013.

Familiarization Programmes for Independent Directors:

The Company has put in place a system to familiarize its Independent Directors with the Company, their roles, rights & responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The details of such familiarization programmes are put up on the website of the Company at http://istreetnetwork.com/wp-content/uploads/2015/04/Familarisation-prog.pdf

Key Managerial Personnel: During the year, Ms. Ruchi Seksaria resigned as Company Secretary of the Company w.e.f April

30,2016. The Directors place on record their appreciation for the contribution made by her during her tenure. The Board at its Meeting held on April 30,2016 has appointed Mr. Dipankar Basu as Company Secretary.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls established and maintained by the Company, reviews performed by Management in concurrence with the Audit Committee, is of the opinion that the Company''s internal financial controls were adequate and effective as on 31 March, 2016.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(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 at the end of the financial year and of the profit of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

7. WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrongdoing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct policy. The Whistle Blower Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower Policy has been posted on the website of the Company and the details of the same are explained in the Report on Corporate Governance forming part of this Annual Report. The Whistle blower Policy is available at the website of the Company http://istreetnetwork.com/wp-content/uploads/2013/08/Whistleblower-Policy.pdf

8. SUBSIDIARY DETAILS AND FINANCIAL PERFORMANCE:

During the year, in order to expand its business faster and raise resources / funds for this purpose, the Board of Directors in the meeting held on April 29,2015 decided to transfer company''s business to a 100% subsidiary company and accordingly the Company acquired 100% Equity Shares of iStreet Bazaar Private Limited (iSBPL) (100% subsidiary). However, members via Postal Ballot on October 1, 2015 rejected the proposal for transfer of the business to 100% subsidiary. As the proposal of transferring its business to 100% subsidiary didn''t get approval from you, the business continued as usual in the company. Based upon your decision of non subsidiarisation of business, the Board of Director in the meeting held on May 28, 2016 had decided to dispose of its investment in 100% subsidiary - iSBPL. Accordingly, entire investment was disposed off on June 22, 2016 and ISBPL is no longer 100% subsidiary of the company with effect from June 22, 2016. However, iSBPL was 100% subsidiary company as on 31.03.2016, the financials has thus been consolidated. The Gross Revenue of the iSBPL for FY 15-16 stood at 0.61 Lakh and incurred a loss of Rs. 23.99 Lakhs.

9. MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments occurred between the date of financial statements and the Board''s Report that may affect the financial position of the Company.

10. INTERNAL FINANCIAL CONTROL SYSTEM:

The Companies Act, 2013 has mandated the Company to have a formal framework of Internal Financial Controls (IFC) and has also laid down specific responsibilities on the Board, Audit 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 framework, and take necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls and Information Technology environment. Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materially affect, our IFC. The Management has also come to a conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

The Statutory Auditors of the Company has audited the IFC over Financial Reporting and their Audit Report is annexed as Annexure - A to the Independent Auditors'' Report under Consolidated Financial Statements and as Annexure- B to the Standalone Financial Statements.

11. RISK MANAGEMENT:

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. Some of the identified risks are related to adoption of the new and innovative business concept by the consumers and retailers, capabilities of our network partners to deliver the desired experience to the customers, not able to raise resources and funds for reaching to a sustainable level of business etc.

12. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013:

The Company has a ''Prevention of Sexual Harassment Policy ''in force in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this Policy is to ensure a safe, secure and congenial work environment where employees will deliver their best without any inhibition, threat or fear. The Company has Zero Tolerance to any form of harassment especially if it is sexual in nature.. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year.

13. RELATED PARTY TRANSACTIONS:

There was no related party transactions entered between the Company, Directors, management, or their relatives except for those disclosed in the financial statements and all such transactions were well within the approved / prescribed limits All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial year 2015-16 were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material, requiring approval of the Board/ shareholders, in accordance with the policy of the Company on materiality of related party transactions. The policy on Related Party Transactions as approved by the Board is available on website of the Company at http://istreetnetwork.com/wp-content/uploads/2013/08/Related-party-transcation-policy.pdf. The details of related party disclosure form a part of the notes to the financial statements provided in the annual report.

As the company is expanding its business, it may be necessary to bring in or to deal / transact with related parties to utilize their respective strength and therefore, a fresh approval is being sought from you in the forthcoming Annual General Meeting (For details, please refer to the Notice of 29^th Annual General Meeting available here).

14. PUBLIC DEPOSITS:

During the year, your Company has not accepted any deposits under Section 73 of the Act, and as such, no amount on account of principal or interest on public deposits was outstanding as of March 31, 2016.

15. MATERIAL ORDERS PASSED BY THE REGULATORY AUTHORITIES OR COURT:

There are no significant material order passed by the regulators/courts which can impact the going concern status of the Company and its future operations.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans, guarantees and investments have been disclosed in the financial statements.

17. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards viz. AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and forms an integral part of this Report. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part of this Report Annexure 2.

18. COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

(i) Audit Committee

(ii) Remuneration and Nomination Committee

(iii) Stakeholders'' Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

19. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, are annexed as Annexure - 3 and form an integral part of this Report.

20. LISTING:

The Shares of the Company will continue to be listed on the Bombay Stock Exchange (the BSE Ltd.) situated at Phiroze Jeejeebhoy Towers, 25^th Floor, Dalal Street, Mumbai - 400 001. The Company has paid the listing fees up to the financial year 2016-17.

21. CORPORATE GOVERNANCE:

The adherence to the corporate governance practices by the Company not only justifies the legal obedience of the laws but dwells deeper conforming to the ethical leadership and stability. It is the sense of good governance that our leaders portray, which trickles down to the wider management and is further maintained across the entire functioning of the Company. The Company is committed to maintain the highest standards of corporate governance and adheres to the corporate governance requirements set out by SEBI. The report on Corporate Governance for the financial year ended March 31, 2016, 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 the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance annexed herewith as “Annexure - 4"

22. CERTIFICATION:

The CEO and CFO certification on the financial statement is annexed hereto as “Annexure- 5"

23. SECRETARIAL AUDIT:

Pursuant provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s Dilip Bharadiya & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as “Annexure - 6" and forms an integral part of this Report.

24. 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. : We build process of consuming technology internally and also by

the common people of India. Most of the technology development is outsourced and also available through open source. Technology is more towards building ecommerce platform (front end) and back end process.

(ii) Expenditure on R&D : We continuously innovate our business processes to improve

user experience and bring in ease of operation, automation, cost effectiveness and higher productivity. However, though such expenditure are incurred on regular basis but not identified as R&D expenses hence considered as NIL (Previous year Nil)

(c) Foreign exchange earnings and outgo

(i) Foreign exchange earnings : Nil (Previous year Nil)

(ii) Foreign exchange outgo : Rs. 4,60,628 (Previous year Rs. 2,40,415)

25. GREEN INITITAVTIES:

Electronic copies of the Annual Report 2015-16 and Notice of the 29th Annual are sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email address, physical copies are sent in the permitted mode.

26. STATUTORY AUDITORS:

At the AGM held on September 23, 2015, the Members approved the appointment of M/s. Jhawar Mantri & Associates, Chartered Accountants, bearing Firm Registration No. 113221W as statutory auditors for a period of two years commencing from the Twenty-Eighth AGM till the conclusion of the Thirtieth AGM subject to ratification by members every year. As recommended by the Audit Committee the Board has proposed the ratification of appointment of M/s. Jhawar Mantri & Associates Chartered Accountants, bearing Firm Registration No. 113221W as statutory auditors for the Financial Year 2016

17. Their appointment is accordingly proposed in the Notice of the forthcoming AGM vide item No.3 for ratification by Members.

27. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

The reports of Statutory Auditor and Secretarial Auditor are free from any qualification, reservation or adverse remark or disclaimer.

28. INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as Company has not employed any employees who was receiving remuneration of Rs.60,00,000/- p.a. or Rs. 5,00.000/- p.m. if employed part of the year.

29. ACKNOWLEDGEMENTS:

We thank our network partners, customers, vendors, service providers, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all level. Our growth was made possible by their hard work, solidarity, cooperation and support and believing in us and in themselves that they were ''game changers''.

30. CAUTIONARY STATEMENT:

Statement in this report, particularly those which relate to Management Discussion and Analysis, describing company''s objectives, projections, future outlook, estimates and expectations may constitute forward looking statement within the meaning of applicable laws and regulations and actual results might differ.

For and on Behalf of Board of Directors

Pradeep Malu Sanjeev Chhajed

Date : August 17, 2016 Managing Director Director

Place : Mumbai DIN: 00001959 DIN:02849462

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Eight Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

Rs. in Lacs

2014-15 2013-14

Sales and Other Income

(a) Net Sales/ Income from Operations 71.75 44.60

(b) Other Operating Income 23.12 15.64

94.87 60.24

Profit/(Loss) before Interest, Amortization, Depreciation and Tax (303.68) 4.50

Less: Amortization & Depreciation (14.28) -

Profit/(Loss) from continuing operations (317.96) 4.50

Profit/(Loss) from discontinuing operations 260.66 (10.94)

Profit/(Loss) for the period (57.30) (6.44)

Balance of Profits brought forward (328.61) (322.17)

Less : Value of Asset, whose useful life is already over as per Companies Act 2013 (1.21) -

Balance carried forward to Balance Sheet (387.12) (328.61)

During the year, the Company expanded its activities in its newly added business segment viz. 'Internet & Catalogue Retail'.

The Company has placed consistent efforts to expand in this space and has successfully evolved an innovative concept of iStreet Bazaar. iStreet Bazaar is a chain of offline stores which functions like an Internet Retail Store, where store person assist the common man to buy products available online at www.istreetbazaar.com. The buyer pays for the order in the store and gets his delivery also from the store. The Company started this project with a modest approach. Till 31st March, 2015, the Company's major focus was to set up the retail network and had a plan of setting up around 1,100 stores. The response to the concept was overwhelming and therefore the Company could achieve its objective for FY2014-15 well ahead of time. At the end of FY 2014-15 the Company signed up over 1,500 stores.

The Company's total revenue during the year has grown from Rs. 44.60 to Rs. 71.75 lacs registering a growth of 61% in the business of the Company. During the year, the Company's focus was on capacity building and technology development.

During the year, the Company disposed off all its unproductive asset related to its Pharmaceutical & Intermediate manufacturing business and profit on sale of these assets amounting to Rs. 260.66 lacs appears under Profit/(Loss) for the period from discontinuing operations after tax.

2. DIVIDEND:

In view of the losses, your Directors do not recommend any dividend during the year.

3. SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2015 was Rs. 8.01 crore. During the year under review, the Company has allotted and issued 1,50,000 equity shares of Rs. 4 each (issued at a premium of Rs 16 per share) and 10,75,000 Equity Warrants of Rs. 20 each that can be exchanged into equal number of equity shares. Out of which 600,000 Equity Warrants has been converted into equal number of equity shares on 20th May 2015. The money has been utilized for the purpose of which it was raised and the surplus money has been put in short term investments for near future deployment in the project.

5. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year Ms. Meethu Malu, Woman Director (Non - Executive Non-Independent category) was appointed as an Additional Director on 31st March 2015 and Mr. Naval Choudhary was appointed as an Additional Director, Category Independent on 20th May 2015. The appointment of Ms. Meethu Malu and Mr. Naval Choudhary are proposed to be regularized in this Annual General Meeting.

Board Evaluation :Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation carried out has been explained in the Corporate Governance Report.

Appointment & Remuneration Policy: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The ratio of Managerial Remuneration to that of median remuneration along with other prescribed details are annexed herewith as "Annexure -1"

Meetings: During the year ten Board Meetings (other than Meeting of Independent Directors) were convened and held, details of which are given in the Corporate Governance Report.

Independent Directors affirmation: All the Independent Directors of the Company has affirmed meeting criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 and submitted a declaration to this effect.

Key Managerial Personnel: During the year under review, Ms. Ruchi Seksaria was appointed as Company Secretary on 18th September 2014 and Mr. Mayur Vora was appointed as Chief Financial Officer of the Company on 31st March 2015.

6. SUBSIDIARY:

On 29th April 2015, the Board of Directors of the Company has given approval for the acquisition of 100% shareholding of M/s. iStreet Bazaar Private Limited, (ISBPL) and thus made the same as wholly owned subsidiary of the Company. The Company has acquired iSBPL with an intention to transfer the business of iStreet Bazaar in to the wholly owned subsidiary so that this business can focus on independent growth beside paving a way for greater equity participation in the unlisted subsidiary.

As the subsidiary was acquired post 31st March 2015, the financial statement of the subsidiary is not consolidated.

M/s. iStreet Bazaar Pvt Ltd (the Subsidiary) was incorporated on 11th February 2015. During the year ended 31st March 2015, the Subsidiary has not generated any revenue and has made a loss of Rs. 0.16 lacs. The annual report of the subsidiary shall be made available to the members of the Company, seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept open for inspection by any member at the registered office of the Company.

The Company has not entered into any joint venture nor has any associate.

7. MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments occurring between the date of financial statements and the Board's Report that may affect the financial position of the Company.

8. RISK AND INTERNAL ADEQUACY:

The Company has set up a Risk Management policy and procedure. Any major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Some of the identified risks are related to adoption of the new and innovative business concept by the consumers and capabilities of our network partners to deliver the desired performance.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditors function is defined in their letter of engagement. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Managing Director.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Anti Sexual Harassment Policy

The Company has framed an Anti Sexual Harassment Policy for ensuring that all employees are treated fairly and equitably in an environment free of intimidation and sexual harassment. The Company has not receipt any complaint so far in this regard.

9. RELATED PARTY TRANSACTIONS:

All related party transactions those were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The details of the same as required under the Companies (Accounts) Rules, 2014 in prescribed form AOC-2 are annexed herewith as "Annexure - 2".

10. DEPOSITS:

The Company has not accepted any deposits from the public during the year.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Name of the entity Amount (Rs.In lacs) Particulars Purpose

United Capital 1,50,00,000 Loan Short-term Private Limited deployment of funds

Units of 1,00,85,164 Investments Short-term Mutual Fund* deployment of funds

* For details of the unit of Mutual fund, please refer to Note 11 on Notes to accounts

12. INDEPENDENT AUDITORS' REPORT:

There is no qualification by the Independent Auditors.

13. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure - 3"

14. LISTING:

The Shares of the Company will continue to be listed on the Bombay Stock Exchange (the BSE Ltd.) situated at Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai - 400 001. The Company has paid the listing fees up to the financial year 2015-16.

15. CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report regarding Compliance of Conditions of Corporate Governance is made a part of the Annual Report and annexed herewith as "Annexure-4". The details of policies formulated and implemented by the Company, disclosure about Committees of the Board, Vigil Mechanism etc. and their respective terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

16. CERTIFICATION : The CEO and CFO certification on the financial statement is annexed hereto as "Annexure- 5"

17. SECRETARIAL AUDIT:

Pursuant provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s Dilip Bharadiya & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure - 6". There was no adverse remark or observation made in the report.

The Secretarial Auditors have stated about the non-filing of the forms for CFO appointment till the date of the report. The same was filed subsequently on 29th May 2015.

18. 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.

: We build process of consuming technology internally and also by the common people of India. Most of the technology development is outsourced and also available thru open source. Technology is more towards building eCommerce platform (front end) and back end process.

(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

: INR 240,415 (Previous year Nil)

19. AUDITORS:

M/s. Jhawar Mantri & Associates, Chartered Accountants, bearing Firm Registration No. 113221W retire as Auditors of the Company and being eligible, offer themselves for re-appointment for a period of two consecutive years from the conclusion of this AGM till the conclusion of 30th AGM of the Company. The certificate of the Auditors on compliance of conditions of Corporate Governance is annexed as "Annexure 7".

20. INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as Company has not employed any employees who was receiving remuneration of Rs.60,00,000/- p.a. or Rs. 5,00.000/- p.m. if employed part of the year.

21. ACKNOWLEDGEMENTS:

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all level. Our growth was made possible by their hard work, solidarity, cooperation and hard support.

22. CAUTIONARY STATEMENT:

Statement in this report, particularly those which relate to Management Discussion and Analysis, describing company's objectives, projections, future outlook, estimates and expectations may constitute forward looking statement within the meaning of applicable laws and regulations and actual results might differ.

For and on Behalf of Board of Directors

Pradeep Malu Sanjeev Chhajed Mumbai, 17th August 2015 Managing Director Director DIN :00001959 DIN: 02849462

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

Rs. in Lacs 2013-14 2012-13

Sales and Other Income

(a) Digital and ecommerce 60.24 31. 14

(b) Pharmaceuticals & Intermediates 13.89 20.56

71.13 51.70

Profit before Interest, Amortization, Depreciation and Tax 18.39 25.94

Less: Amortization & Depreciation 8.36 11.16

Profit/(Loss) before Taxation and Exceptional Item 10.03 14.78

Exceptional Items 16.47 -

Profit/(Loss) after Taxation and Exceptional Item (6.44) 14.78

Balance of Profits brought forward (322. 17) (336.95)

Balance carried forward to Balance Sheet (328.61) (322.17)

2. DIVIDEND :

In view of the losses, your Directors do not recommend any Dividend during the year.

3. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year;

(iii) they have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

(iv) they have prepared the Annual Accounts on a going concern basis.

4. MANAGEMENT DISCUSSION & ANALYSIS:

In order to avoid duplication between the Directors'' Report and the Management Discussion and Analysis, we present below a composite summary of performance of the business and functions of the company.

The discussion here in below is divided in two portions - Pharmaceutical & Intermediate Business and Digital & eCommerce Business for the sack of clarity and keeping in mind the future business strategy of the company.

PHARMACEUTICALS & INTERMEDIATES

The company had set up a mid size Pharmaceutical and Intermediate manufacturing unit in Gujarat in the year 1994- 95. It was doing well till the year 2000-01. Later, due to closure notice issued by the local pollution board, the unit was shut down for a long period of time. After getting necessary clearances, the company re-started its operations at the unit but in view of its financial condition, it decided to carry out only job work. The company entered into Job work arrangement with few companies. In the year 2012-13, it decided to diversify into Digital and eCommerce business as its Pharmaceutical and Intermediate business was not growing and the industry was under various regulatory compliances which the job worker company was unable to comply with. The job worker company even failed to maintain the unit in a good condition. Consequently, the company terminated its arrangement of job work with effect from 1st August, 2013 though small work continued till November 2013 at the plant with the same company. Consequent upon the termination of the arrangement, the company forfeited the security deposit of Rs. 10 lacs paid by the job worker company. The job worker company also had an option to buy the manufacturing assets of the company but they failed to complete the transaction on or before the appointed date. The company terminated the transaction. The job worker company has preferred to refer both the matters for Arbitration.

In May, 2014, the job worker approached the company and showed its willingness to buy its manufacturing assets. And towards that, it has paid all its pending dues to various government authorities, paid dues to GIDC on behalf of the company and paid token money as commitment charges to the company. As on signing this report, the process of disposal of such assets is in progress and it is expected to get complete in next couple of weeks. The job worker has agreed to pay Rs. 355 lacs for the manufacturing assets of the company on as is where is basis. A slump sale agreement is being executed between the company and the job worker.

You had already authorized the Board of Directors in its Extra Ordinary General Meeting held on 25th March, 2013 to dispose off all such assets which are related to the pharmaceutical and manufacturing activities, either on as is basis or dismantled condition on top priority to unlock the company resources for its new business activities.

During the year company''s total revenue from this business segment was Rs. 13.89 lacs as against previous year Rs. 20.56 lacs.

DIGITAL & E-COMMERCE

As per the BSE Ltd. classification, the company operates in the ''Internet & Catalogue Retail'' segment.

General - Internet and eCommerce Business:

"The e-Commerce market in India grew to USD 9.5 billion in 2012 and is expected to reach USD 12.6 billion - a 34% y-o-y growth since 2009. This is still the tip of the iceberg since we believe this market to grow multifold over the next 5 years. This growth would be driven by key factors providing wider economic opportunities such as innovative business models, introduction of new product / service categories and penetration into non-metros and rural areas." (Source - IAMAI KPMG Report 2013).

According to the report, few of the Key Insights are as under:

* e-Commerce industry is estimated to contribute to 4 percent of GDP by 2020. It is a significant growth from existing contribution of 0.46 percent

* Growth in e-Commerce transactions will boost government''s revenue share through increased tax collection

* Revenues for logistics companies from e-tailing alone are estimated to grow 70 times to ~ USD 2.6 Billion (INR 14,300 crores) by 2020

* 1 million direct and 0.5 million indirect jobs would be created by 2021 by e-tailing alone.

Business

The company now mainly operates in the ''Internet & Catalogue Retail'' segment. It is setting up India''s first chain of Internet Retail Stores - ''iStreet Bazaar'' to take benefit of eCommerce to smaller towns and villages to the common man. In its first phase, the company plans to set up 200 such network stores. The company has launched the project in March this year and has set up over 100 stores till May 2013 in Gujarat.

iStreet Bazaar aims to penetrate the remote areas of India by providing reliability, affordability, dependability and, above all, ease. It would give the common man the benefits, comfort and joy of shopping thru the Internet. iStreet Bazaar through it''s world class platform and network stores will offer thousands of products and hundreds of brands at extremely competitive prices so that customers in smaller towns and villages can easily buy products which otherwise won''t be available in their area.

iStreet Bazaar Process

The process is depicted here below which simplifies eCommerce for common people of India. These iStreet Bazaar stores will eliminate payment related issues that arise when transacting online. iStreet Bazaar stores also put a face to the online transaction since the customers will be transacting at a store with a person behind the counter. This increases the level of trust that is necessary during any online purchase. In the Indian scenario this definitely becomes a big advantage for the stores since trust is one of the key factors in the adoption of eCommerce. Anyone, literally anyone, can buy at an iStreet Bazaar Store.

Opportunity & Our Focus

eCommerce is transforming business world over. However, in India the story is a bit different. India is the second most populous country in the world and still e-commerce has touched only 2 percent (or even less) of the population. The reasons for such low penetration are - poor infrastructure, accessibility, lack of knowledge, mode of payment, lack of trust etc. If some assistance is provided, eCommerce has the potential of reaching millions of more people in India. Hence it is a great opportunity.

iStreet Bazaar simply means an internet ka bazaar for the common man of Bharat. It aims to penetrate the remote areas of India by providing reliability, affordability, dependability and, above all, ease.

Major focus of the company during FY 2014-15 is to build the capacity of its network of its Internet Stores and product catalogue. It expects to create around 1100 stores during FY 2014-15.

Development of Network Partners

Through its world class platform and network stores, iStreet Bazaar shall offer thousands of products of hundreds of brands at extremely competitive prices and ease. A security guard would now be able to buy a cell phone on Internet with ease. A vegetable vendor would now be able to buy a value for money camera for his family. The objective of iStreet Bazaar is to enable every common person to buy what he / she wants with ease and at great online prices. iStreet Bazaar is an eCommerce store for Sab ke Liye.

The company has opened over 100 such stores so far. The company has drawn the plan to set up 1,100 stores during FY 2014-15 and take these numbers to 2,800 by end of FY 2015-16.

Customer Development

To enhance the footfalls into the stores of iStreet Bazaar, the company has already tied up with few of media companies and in the process for few more. The idea of creating ''neighborhood store'' is pretty strong at the core of the company''s strategy. With the continuous training program, network partners of the company shall be equipped to handle and build strong customer base in their areas.

Supply Chain

How many categories and how many products do the company''s platform offers is the key for success. iStreet Bazaar platform is already offering over 25,000 products with a good pipeline. With continuous efforts of its team, the company shall be able to expand its category and product base very fast.

Logistic / Fulfillment

Efficient fulfillment system is critical for success of any eCommerce venture. The company has tied up with large number of courier and logistic companies to ensure that fulfillment of orders are done in the shortest possible time.

Human Resources

The Company had outsourced its major activities so the human resources, expert in their respective fields, in the initial stage of its project and therefore it did not employ much people. Now the company has started building its own core team and has already hired few key people.

Finance & Accounts - Risk and Internal Adequacy

During the year company''s total revenue has grown from Rs. 5 1.70 lacs to Rs. 71.13 lacs registering a growth of 38% whereas Digital and eCommerce segment has grown over 90%.

The company has parked extra surplus funds with couple of companies as Inter corporate Deposit bearing interest on call basis. The company further raising resources by disposing off its underperforming / non-productive manufacturing assets.

In addition, to expand and its activities, the Board of Directors of the company has decided to raise further Rs. 100 crores in by various ways including debt, equity thru preferential route etc. or any other method as may be suggested by the Financial Advisors of the company, subject to the necessary approvals by the regulators and shareholders.

The Company has a proper and adequate system of internal control to ensure that all activities are monitored and controlled against any unauthorized use or disposition of assets and that the transactions are authorized, recorded and reported correctly.

Legal Compliances & Branding

The company is legally compliant and taken all the necessary steps to protect its brand image at all levels.

Challenges, Risk & Concern

Risks related to this business are:

* Competition from online and off line market

* Non performance of the Network partner

* High Media Cost

* Raising financial resources for the project

The company however, shall be taking due steps in order to expand and protect its business through the legal framework available in the country and evolving, designing and executing more robust strategies.

5. BORAD OF DIRECTORS:

Mr. K. C Sacheti is proposed to be appointed as Independent Directors for the next five years at the ensuing Annual General Meeting. He was appointed as Additional Director during the year.

Mr. Sanjeev Chhajed and Mr. Nilesh Bhandari, who both are Independent Directors of the company, are proposed to be appointed as Independent Director for the term of five years.

Mr. V.K. Jain resigned as an Independent Director of the company and his resignation was accepted by the Board on 28th May, 2014. The Board places on record appreciation for his contribution towards the growth of the company during his tenure as an Independent Director.

6. DEPOSITS:

The Company has not accepted any deposits from the public under the provisions of Section 58-A of the Companies Act, 1956.

7. AUDITORS'' REPORT:

There is no qualification by the Independent Auditors. However, qualifications in Quarterly Review Reports by the Auditors were disclosed and dealt with in the manner required by them and therefore do not call for any comments.

8. LISTING:

The Shares of the Company will continue to be listed on the Bombay Stock Exchange (the BSE Ltd.) situated at Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai -400 001.

9. CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report regarding Compliance of Conditions of Corporate Governance is made a part of the Annual Report and annexed herewith.

10. INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956:

The information as required under Section 217(2A) of the Companies Act, read with Companies (particulars of employees) Rules, 1975 (as amended) is not applicable to the Company as Company has not employed any employees who was receiving remuneration of Rs.60,00,000/- p.a. or Rs. 5,00.000/- p.m. if employed part of the year.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the company remained out of operations for its own production and its plant was operated by third party on job work basis, the information required under section 217(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars) in the Report of the Board of Directors Rules, 1988 is not applicable hence not provided.

12. AUDITORS:

M/s. Jhawar Mantri & Associates, Chartered Accountants, bearing Firm Registration No. 113221W retire as Auditors of the Company and being eligible, offer themselves for re-appointment.

13. ENVIRONMENT AND SOCIAL OBLIGATIONS:

The Company''s plant is managed by 3rd party - Job worker and therefore, this is not applicable to the company.

14. ACKNOWLEDGEMENTS:

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all level. Our growth was made possible by their hard work, solidarity, cooperation and hard support.

15. CAUTIONARY STATEMENT:

Statement in this report, particularly those which relate to Management Discussion and Analysis, describing company''s objectives, projections, estimates and expectations may constitute forward looking statement within the meaning of applicable laws and regulations and actual results might differ.

On Behalf of Board of Directors

MUMBAI. Pradeep Malu DATED : 21st July, 2014 Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with the Audited Accounts of the Company for theyearended31stMarch,2012.

1. FINANCIAL RESULTS: Rs. in Lacks

2011-12 2010-11

Sales and Other Income 19.73 18.42 Profit/(Loss) before Interest,

Amortization, Depreciation and Tax 3.35 11.58

Less: Amortisation & Depreciation 10.23 37.04

Profit/(Loss) before Taxation (6.88) (25.47)

Profit/(Loss) after Taxation (6.88) (25.47)

Balance of Profits brought forward (691.83) (666.36)

Add: Transfer from Capital Reduction Reserve 361.77 -

Balance carried forward to Balance Sheet (336.94) (691.83)

2. DIVIDEND:

In view of the accumulated losses, the Board does not recommend any Dividend for the Financial year.

3. BIFR : -

The company made reference to Board of Industrial & Financial Restructuring under the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 and it was registered under the reference no. 321/2002 on 25th June, 2002. The company was declared as a sick company on 23rd September, 2005 by the Hon'ble Board.

The "Hon'ble Board sanctioned the Rehabilitation scheme on 14th July, 2011. HoweveR, sanctioned scheme needed a small rectification for the want of which, the scheme could not be implemented. The Hon'ble Board approved the said rectification on 26th March, 2012. The company took necessary steps to implement the scheme immediately. The sanctioned scheme inter-alia, has granted the following relief and concessions.

i. Relief under Income Tax for carry forward of losses and its set off;

ii. Relief from SEBI for reduction and fresh issue of capital:

iii Relief from Bombay Stock Exchange for giving effect of various changes in the capital structure of the company viz. granting listing approval for the reduced capital and the fresh capital issued as per the order;

iv. Relief from various other stock exchanges by de-listing

v. Relief from the Ministry of Corporate Affairs and Registrar of companies by exempting the company under various provision under sections like 100-103 of the Companies Act 1956;

vi. Relief by granting reduction of capital;

vii. Relief by allowing fresh capital infusion ranking pari-passu

The complete Sanctioned Scheme is available on the company website. Accordingly -

i. The company has reduced its capital by 60% by reducing the face value of its each equity share from Rs. 10 each to Rs. 4 each, ii The company has issued 48.74 lacs shares of Rs. 4 each, aggregating to Rs. 194.96 lacs to the promoters and its associates out of total Rs. 555 lacs fresh capital. The balance Rs. 360.04 (90.01 lacs shares for Rs 4 each) shall be issued by the company to the promoters and its associates in due course.

After taking these above steps, the company's NET WORTH turns positive as on 31st March 2012 and the company is no more remains a sick company and is eligible for discharge from Hon'ble BIFR.

4. OPERATIONS :

The company is carrying out job work to utilize its manufacturing capacity. The company's Job work arrangement remained moderate and stabilized during the year. The company is working out a detailed business plan for enhancing its job work operations for generating more revenue. The company is also looking for various other opportunities other than pharmaceuticals manufacturing activities.

5. DIRECTORS:

Mr. Sanjeev Chhajed, Director of the company retires by rotation and being eligible for reappointment, he is to be reappointed.

6. DEPOSITS:

The Company has not accepted any deposits from the public under the provisions of Section 58-A of the Companies Act, 1956.

7 AUDITORS' REPORT:

Qualifications in Auditors' Report read with Notes to the Accounts are self explanatory and therefore do not call for any comments.

8. LISTING:

The Shares of the Company is listed on The Stock Exchange, Mumbai" (BSE code - 524622) being the Regional Stock Exchange situated at Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 001.

9. CORPORATE GOVERNANCE :

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report regarding Compliance of Conditions of Corporate Governance is made a part of the Annual Report and annexed herewith.

10. INFORMATION PURSUANTTO SECTION 217 OF THE COMPANIES ACT, 1956

The information as required under Section 217(2A) of the Companies Act, read with Companies (particulars of employees) Rules, 1975 (as amended) is not applicable to the Company as the company has not employed any employees who was receiving remuneration of Rs. 12,00,000/- p a. or Rs. 1,00.000/- p.m. if employed part of the year.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO :

As the company's plant was operated by third party on job work basis. The information required under section 217(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars) in the Report of the Board of Directors Rules, 1988 is not applicable hence not provided.

12. DIRECTORS' RESPONSIBILITY STATEMENT :

As required under section 217 of the Companies Act, the Directors hereby confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) the Directors have prepared the Annual Accounts on a going concern basis.

13. AUDITORS :

M/s. Jhawar Mantri & Associates, Chartered Accountants, retire as Auditors of the Company and being eligible, offer themselves for re- appointment.

14 ACKNOWLEDGEMENTS .

The Directors acknowledge the valuable co-operation and assistance rendered by the Bankers of the Company and all other people who have been supportive to the company's operations during all these years

On Behalf of Board of Directors

MUMBAI. Pradeep Malu

DATED : 31st May, 2012 Director

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Accounts of the Company for the year ended 31 st March, 2010.

1. FINANCIAL RESULTS: Rs. in Lacs

2009-10 2008-09

Sales and Other Income 17.32 38.35

Profit before Interest, 2.10 (58.15)

Amortisation, Depreciation and Tax Profit before Amortisation,

Depreciation and Tax 2.10 (60.19)

Less: Amortisation & Depreciation 36.93 36.88

Profit/(Loss) before Taxation (34.83) (97.07)

Less: Provision for Taxation

- FBT - 0.10

Profit/(Loss) after Taxation (34.83) (97.17)

Credits due to Restructured Liability /(Reversal) - (21.83)

Balance of Losses brought forward (631.53) (512.54)

Balance carried forward to Balance Sheet (666.36) (631.53)



2. DIVIDEND:

In view of the accumulated losses, the Company the Board does not recommend any Dividend for the Financial Year.

3. REHABILITATION PLAN AND PROGRESS:

The company had made reff -ence to Board of Industrial & Financial Restructuring (Honble Board) under the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 and it has been registered under the reference no. 321/2002 on 25m June, 2002. The company was declared as sick company on 23"* September, 2005 by the Honble Board and Union Bank of India was appointed as operating agency.

As per the directives from time to time by the Honble Board, the company submitted and revised the same from time to time, a rehabilitation scheme, to the all the Financial Institutions and Banks for their considerations. The company has settled with and paid fully to the banks and Financial Institution as per their OTS plan. The company has raised additional resources to settle its dues under different arrangements from time to time. The rehabilitation scheme submitted by the company, which was duly evaluated by the operating agency viz. Union Bank of India is pending for approval with the Honble Board.

4. OPERATIONS:

During the year, the company has settled and paid its dues to Asset Reconstruction Company (India) Ltd. (ARCIL). By this, the company has settled all s dues to the secured creditors viz Banks and Financial Institution The companys Joint Working Arrangement has been renewed during the year with other party to manufacture their products on job work basis. The operations under this arrangement remained moderate and stabilized during the year. The company is unable to absorb depreciation and amortization. However, impairment in the value of assets (refer Note no. B-5 in Schedule 16 Notes to the Accounts annexed to the accounts) have not been provided.

During the year, the company has set up a new division in the name of Nable Solutions to carry on consulting activities in e-learning, e-educa-tion and e-commerce related services. During the year, the company has earned marginal revenues from this activity as a trial run.

5. DIRECTORS:

Mr. Sanjeev Chhajed, Director of the company retires by rotation and being eligible for reappointment, he is to be reappointed.

6. DEPOSITS :

The Company has not accepted any deposits from the public under the Provisions of Section 58-A of the Companies Act, 1956.

7. AUDITORS REPORT :

Qualifications in Auditors Report read with Notes to the Accounts are self explanatory and therefore do not call for ry comments.

8. LISTING:

The Shares of the Company will continue Jo be listed on "The Bombay Stock Exchange Ltd." being the Regional Stock Exchange situated at Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 001 However, the trading was suspended by the Stock Exchange with effect from 19th May, 2004 on account of "non payment" of annual listing. The suspension order has not been revoked by the Stock Exchange till now, though the Company has already paid listing fees up to the year March, 2011. The matter has already been represented to the concerned authorities.

9. CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report regarding Compliance of Conditions of Corporate Governance is made a part of the Annual Report and annexed herewith.

10. INFORMATION PURSUANTTOSECTION2170FTHECOMPANIESACT, 1956:

The information as required under Section 217(2A) of the Companies Act, read with Companies (particulars of employees) Rules, 1975 (as amended) is not applicable to the Company as Company has not employed any employees who was receiving remuneration of Rs.24,00,000/- pa. or Rs. 2,00.000/- p.m. if employed part of the year

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the company remained out of operations for its own production and its plant was operated by third party on job work basis, the information reqrsired under section 217(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars) in the Report of the Board of Directors Rules, 1988 is not applicable hence not provided.

12. DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 of the Companies Act, the Directors hereby confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material depar*ires;

ii) subject to the comments in clause 4 of Auditors Report, the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

13. AUDITORS:

M/s. Jhawar Mantri & Associates, Chartered Accountants, retires as a Auditors of the Company and being eligible, offer themselves for reappointment.

14. ACKNOWLEDGEMENTS:

The Directors acknowledge the valuable co-operation and assistance rendered by the Bankers of the Company and all other people who have been supportive to the companys operations during all these years.



On Behalf of Board of Directors

MUMBAI. Pradeep Malu

DATED: 31s1 May,2010 Chairman