iStreet Network Limited
Contents
1. of physical shareholding For Members whose email IDs are not registered physical copies of the Postal Ballot Notice are being sent by permitted mode along with a postage prepaid self addressed Business Reply Envelope 10 11 12 13 iStreet Network Limited Members whose names appear on the Register of Members List of Beneficial Owners as on 14 August 2015 will be considered for the purpose of voting Resolutions passed by the Members through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members The Members can opt for only one mode of voting i e either by physical ballot or e voting In case Members cast their votes through both the modes voting done by e voting shall prevail and votes cast through physical Postal Ballot Forms will be treated as invalid In case a Member is desirous of obtaining a printed Postal Ballot Form or a duplicate he or she may send an email to investors istreetnetwork com The Registrar and Transfer Agent Company shall forward the same along with postage prepaid self addressed Business Reply Envelope to the Member Voting rights shall be reckoned on the paid up value of shares registered in the names of the Members as on 14 August 2015 In compliance with Sections 108 and 110 of the Companies Act 2013 and the Rules made thereunder the Company has provided the facility to the Members to exercise their votes electronically and vote on all resol2. the resolution resolution For Against 1 Transfer iStreet Bazaar project of the Company to its wholly owned subsidiary iStreet Bazaar Private Limited iSBPL 2 Borrowing powers of the Company and creation of charge providing of security upto Rs 300 crores in excess of the limits 3 Loans and investment by the Company up to Rs 300 crores in excess of the limits Place Date Kindly read the instructions printed overleaf before filling the form Last date for receipt of Postal Ballot Forms by Scrutinizer is Monday 28 September 2015 Please note the following evoting details for casting your vote electronically Signature of Shareholder EVEN E Voting Event Number USER ID PASSWORD PIN 10 11 12 13 14 iStreet Network Limited INSTRUCTIONS A Shareholder desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form no other form or photocopy thereof is permitted and send it to the Scrutinizer Mr Dilip Bharadiya a Practicing Company Secretary in the attached self addressed business reply envelope Postage will be borne and paid by the Company However envelopes containing Postal Ballot Form s if sent by courier or registered speed post at the expense of the Shareholder will also be accepted The self addressed business reply envelope bears the name of the Scrutinizer and address of the Registrar amp Share Transfer Agent This Form should be compl
3. cted world The Company has taken a step in to the future of retail where technology eCommerce along with assistance is going to change the way real India buys and benefits And towards that the Company is setting up Internet Retail Stores across India The Company has set over 1 600 iStreet Bazaar stores in different towns and cities where customer walks in to buy product available online at www istreetbazaar com during last 18 months The Company has been gradually increasing its operation as seen below Particulars Q1 FY16 Q4 FY15 Q3 FY15 Q2 FY15 Q1 FY15 No of Transactions 105 837 18 938 14 149 5 023 226 Transaction valve 165 04 43 36 16 22 8 33 3 83 Rs Lacs iStreet Bazaar Store count 1 611 1 504 725 193 130 Cumulative The Company plans to achieve over 15 lacs transactions and signup over 4 000 stores by end of FY 2015 16 In order to further scale up its business multiple times rapidly and take first mover advantage before any competition starts setting in the Company needs to make huge investments in technology infrastructure fulfillment infrastructure and Network Partners Development in next couple of years The Board thinks that the company should get fresh capital to unlock the growth potential of the business of the company The Board proposes subject to shareholders approval to transfer iStreet Bazaar project to the company s wholly owned subsidiary M s iStreet Bazaar Pr
4. e RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors of the Company be and is hereby authorized to i negotiate and decide terms and conditions ii execute necessary documents papers agreements etc for investments to be made loans guarantees to be given and securities to be provided to any person and or any Body Corporate iii do all such acts deeds matters and things as it may in its absolute discretion deem necessary proper or desirable iv settle any question difficulty or doubt that may arise in this regard Place Mumbai By Order of the Board of Directors Date 17 August 2015 For iStreet Network Limited Registered Office 513 Palm Spring Link Road Malad West Ruchi Seksaria Mumbai 400 064 Company Secretary Notes 1 The explanatory statement pursuant to Section 102 of the Act stating all material facts and the reasons for the proposal is annexed herewith 2 The Postal Ballot Notice is being sent to the Members whose names appear on the Register of Members List of Beneficial Owners as received from the National Securities Depository Limited NSDL and Central Depository Services India Limited CDSL as on 14 August 2015 The Postal Ballot Notice is being sent to Members in electronic form to the email addresses registered with their Depository Participants in case of electronic shareholding the Company s Registrar and Share Transfer Agents in case
5. e approval from the relevant authorities if any and suitably inform and apply on the concerned Authorities including in respect of its requirements of the Central and or State Government s and or local authorities and to do all such acts deeds matters and things as may be deemed necessary and or expedient in its discretion for completion of the transaction as aforesaid in the best interest of the Company RESOLVED FURTHER THAT any one of the Director and or the Company Secretary of the Company be and is hereby authorised for managing the entire postal ballot process and that they are hereby severally authorised to take all incidental and necessary steps for and on behalf of the Company and to settle all questions or queries that may arise in the course of implementing this resolution including to seek registration of any such documents deeds determining the exact effective date as may be necessary filing intimations applying for and or behalf of the Company and seeking approvals consents of necessary parties including without limitation regulatory authorities for giving effect to this resolution and they shall also have the power and authority severally and to delegate all or any of powers conferred herein as they may deem fit 2 Borrowing powers of the Company and creation of charge providing of security To consider and if thought fit to pass the following Resolution as a Special Resolution RESOLVED THAT in supersession
6. ed by the requisite majority All the material documents referred to in the explanatory statement will be available for inspection at the registered office of the Company during office hours on all working days except Saturdays between 11 00 a m to 4 00 p m till 28 September 2015 PROCEDURE FOR E VOTING In compliance with Clause 35B of the Listing Agreement and Sections 108 110 and other applicable provisions of the Companies Act 2013 read with the related Rules and the Secretarial Standards 2 the Company is pleased to provide e voting facility to all its Members to enable them to cast their votes electronically instead of dispatching the physical Postal Ballot Form by post The Company has engaged the services of NSDL for the purpose of providing e voting facility to all its Members 2 The e voting period commences on 30 August 2015 9 00 am and ends on 28 September 2015 5 30 pm During this period members of the Company holding shares either in physical form or in dematerialized form as on the cut off date of 14 August 2015 may cast their vote by e voting The e voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the member the member shall not be allowed to change it subsequently The instructions for Shareholders for e voting are as under a In case of Shareholders receiving e mail from NSDL b c d e i Open e mail and open PDF file viz iStree
7. er through e mail to scrutiniser istreetnetwork com with a copy marked to evoting nsdl co in In case of Shareholders receiving Postal Ballot Form by Post i Initial password is provided in the postal ballot form as displayed under EVEN USER ID PASSWORD PIN E Voting Event Number ii Please follow all steps from SI No ii to SI No xii above to cast vote In case of any queries you may refer the Frequently Asked Questions FAQs for Shareholders and e voting user manual for Shareholders available at the Downloads section of www evoting nsdl com If you are already registered with NSDL for e voting then you can use your existing user ID and password for casting your vote You can also update your mobile number and e mail id in the user profile details of the folio which may be used for sending any future communication s iStreet Network Limited EXPLANATORY STATEMENT EXPLANATORY STATEMENT AS REQUIRED BY SECTION 102 1 OF THE COMPANIES ACT 2013 THE ACT Item No 1 The Company launched an Internet Retail project in January 2014 under the name of iStreet Bazaar It is an innovative project a fusion of online offline modes of retailing The Company believes that in future retail will not be segregated into online and offline but will be analyzed as to how effectively can the combination of the two be used to deliver the best shopping experience to consumers in this highly conne
8. eted and signed by the Shareholder as per the specimen signature registered with the Company Depository Participants In case of joint holding this Form should be completed and signed by the first named Shareholder and in his absence by the next named Shareholder Duly completed Postal Ballot Form should reach the Company not later than Monday 28 September 2015 All Postal Ballot Forms received after this date will be strictly treated as if reply from such Shareholder has not been received There will be only one Postal Ballot Form for every folio irrespective of the number of joint Shareholder s In case of shares held by companies trusts societies etc the duly completed Postal Ballot Form should be accompanied by a certified true copy of Board resolution authority letter A Shareholder may request for a duplicate Postal Ballot Form if so required However the duly completed duplicate Postal Ballot form should reach the Scrutinizer not later than the last date of receipt of Postal Ballot Form i e Monday 28 September 2015 Voting rights shall be reckoned on the paid up value of shares registered in the name of the Shareholders as on 14 August 2015 Shareholders are requested not to send any other paper along with the Postal Ballot Form in the enclosed self addressed business reply envelope as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutin
9. he Rules made thereon requires shareholders approval to such proposals through special resolutions and your Directors recommend the same for approval by the Members None of the Directors or Key Managerial Personnel or their relatives are in any way concerned or interested either financially or otherwise in the proposed resolutions Place Mumbai By Order of the Board of Directors Date 17 August 2015 For iStreet Network Limited Registered Office 513 Palm Spring Link Road Malad West Ruchi Seksaria Mumbai 400 064 Company Secretary Note Name s of Shareholder s In Block Letters Including joint holders if any iStreet Network Limited Registered Office 513 Palm Spring Link Road Malad West Mumbai 400064 Postal Ballot Form To be returned to Scrutinizer appointed by the Company Registered address of the sole first named Shareholder Registered folio no DP Id No Client Id No Applicable to Shareholders holding shares in dematerialised form Number of shares held Serial No iStreet Network Limited I We hereby exercise my our vote in respect of the special resolutions to be passed through postal ballot for the business stated in the Postal Ballot Notice of the Company by sending my our assent or dissent to the said resolution by placing the tick v mark at the appropriate box below Item No Description No of shares I We assent to the I We dissent to
10. iStreet Network Limited iStreet Network Limited Regd Office 513 Palm Spring Link Road Malad West Mumbai 400064 Tel 91 22 42576767 Email investors istreetnetwork com Website www istreetnetwork com CIN L51900MH1986PLC040232 Postal Ballot Notice Notice Pursuant to Section 110 of the Companies Act 2013 read with rule 22 of the Companies Management and Administration Rules 2014 Dear Member s Notice is hereby given pursuant to the provisions of Section 110 and other applicable provisions if any of the Companies Act 2013 the Act read together with the Companies Management and Administration Rules 2014 including any statutory modification or reenactment thereof for the time being in force that the resolutions appended below be passed by the Members through postal ballot electronic voting e voting The explanatory statement pertaining to the aforesaid resolutions setting out the material facts concerning each item and the reasons thereof are annexed hereto with a Postal Ballot Form for your consideration The Board of Directors of the Company has appointed Mr Dilip Bharadiya FCS 7956 Practising Company Secretary as the Scrutinizer for conducting the postal ballot e voting process in a fair and transparent manner Members desiring to exercise their vote by postal ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the same duly completed in the enclosed se
11. ivate Limited iSBPL that will pave the way for greater equity participation in iSBPL and will open door for large scale capital participation from Private Equity and Venture Capital Funds It should be noted that in terms of the explanation to Section 180 1 a of the Companies Act 2013 the Internet Retail business of the company is an undertaking whose contribution to revenue of the Company exceeds 20 of its total revenue but not total income if exceptional income is to considered as per the audited Balance Sheet as at 31 March 2015 The Board of Directors recommends the passing of the Special Resolution contained in Item No 1 of the accompanying Notice Mr Pradeep Malu Managing Director along with his relatives which include Meethu Malu Additional Director may be considered as interested in this item None of the other Directors Key Managerial Personnel or their Relatives is concerned or interested in the Resolution Item no 2 Under Section 180 of the Companies Act 2013 the Board can exercise such powers only with the consent of the members of the Company by way of Special Resolution 1 Borrowing monies on behalf of the Company apart from temporary loans obtained or to be obtained from the Company s bankers in the ordinary course of the business in excess of the aggregate of the paid up capital of the Company and its free reserves subject to the total outstanding amount so borrowed not exceeding a sum of Rs 300 Core a
12. izer A Shareholder need not use all the votes nor needs to cast all the votes in the same way The Scrutinizer s decision on the validity of a Postal Ballot will be final and binding Incomplete unsigned or incorrect Postal Ballot Forms will be rejected The result of the Postal Ballot will also be posted on the website of the Company www istreetnetwork com and also informed to the Bombay Stock Exchange The Company is pleased to offer e voting facility as an alternate for all the Shareholders of the Company to enable them to cast their votes electronically instead of dispatching Postal Ballot Form The detailed procedure is enumerated in the Notes to the Postal Ballot Notice
13. lf addressed Business Reply Envelope Postage will be borne and paid by the Company Postal Ballot Form s if sent by courier or by registered post speed post at the expense of the Member s will also be accepted The Postal Ballot Form s may also be deposited personally at the address given on the self addressed Business Reply Envelope The duly completed Postal Ballot Form s should reach the Scrutinizer not later than 17 30 Hours IST on 28 September 2015 to be eligible for being considered failing which it will be strictly considered that no reply has been received from the Member Members desiring to opt for e voting as per the facilities arranged by the Company are requested to read the instructions in the Notes under the section Voting through Electronic Means References to Postal Ballot s in this Postal Ballot Notice include votes received electronically The Scrutinizer will submit his report to the Chairman of the Company after the completion of the scrutiny of the postal ballots including e voting The result of postal ballot shall be declared on or before 5 October 2015 and communicated to the Stock Exchanges and shall also be displayed on the Company s website at www istreetnetwork com The Resolution s along with Explanatory Statement setting out material facts are as follows 1 Transfer its till recently incubated iStreet Bazaar project to its wholly owned subsidiary iStreet Bazaar Private Limited iSBPL To co
14. nsider and if thought fit to pass the following Resolution as a Special Resolution RESOLVED THAT pursuant to Section 180 1 a and other applicable provisions if any of the Companies Act 2013 and the Memorandum and Articles of Association of the Company and subject to the consents approvals and permissions being obtained from appropriate authorities to the extent applicable and necessary consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company the Board which expression shall also include the Committee of Directors of the Company to transfer its Street Bazaar Project to its wholly owned subsidiary iStreet Bazaar Private Limited at such price not less than Rs 300 00 000 Rupees Three crores only and on such terms and conditions including the receipt of the consideration in kind thereof and in such manner as may be decided by the Board in its absolute discretion with effect from such date and in such manner as the Board deems appropriate RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts deeds and such matters and things as may be necessary including finalising varying and settling the terms and conditions to transfer its iStreet Bazaar business and to finalise execute deliver and perform such agreements contracts deeds undertaking another documents file applications and make representations in respect thereof and seek requisit
15. of all the earlier resolutions passed under section 293 1 d of the Companies Act 1956 by the members iStreet Network Limited of the Company in this behalf the consent of the Company be and is hereby accorded to the Board of Directors of the Company under Section 180 1 c and all other applicable provisions if any of the Companies Act 2013 to borrow money for and on behalf of the Company from time to time as deemed by it to be requisite and proper for the business of the Company but so that the moneys to be borrowed together with the moneys already borrowed by the Company shall not exceed Rs 300 00 00 000 Rupees Three Hundred Crores Only in excess of the aggregate of its paid share capital and free reserves of the Company as per the latest annual audited financial statements apart from temporary loans obtained from the Company s bankers in the ordinary course of business RESOLVED FURTHER THAT the Board be and is hereby authorised and empowered to arrange or settle the terms and conditions on which all such monies are to be borrowed from time to time as to interest repayment security or otherwise howsoever as it may think fit and to do all such acts deeds and things to execute all such documents instruments and writings as may be required to give effect to this resolution RESOLVED FURTHER THAT the consent of the Company be and is hereby accorded in terms of Section 180 1 a and all other applicable provisions if any of
16. sidered to be in the best interest of the Company 3 Loans and investment by the Company To consider and if thought fit to pass the following Resolution as a Special Resolution RESOLVED THAT pursuant to provisions of Section 186 and other applicable provisions if any of the Companies Act 2013 including any statutory modification s or re enactment s thereof for the time being in force and as may be enacted from time to time read with the Companies Meetings of Board and its Powers Rules 2014 as may be amended from time to time and Articles of Association of the Company approval of Shareholders of the Company be and is hereby given to the Board of Directors for i giving any loan to any person or other body corporate ii giving any guarantee or providing security in connection with a loan to any other body corporate or person and or iii acquiring whether by way of subscription purchase or otherwise the securities of any other body corporate up to an amount the aggregate outstanding of which should not exceed Rs 300 00 00 000 Rupees Three Hundred Crores only in excess of the limits provided under Section 186 2 of the Companies Act 2013 i e 60 Sixty per cent of the Company s paid up share capital free reserves and securities premium or 100 One hundred per cent of the Company s free reserves and securities premium whichever is more or such other limit as may be specified by the Authorities from time to tim
17. t any point of time and 2 Creation of a mortgage or charge for the said borrowings as security by way of mortgage hypothecation on the Company s assets in favour of lending agencies and trustees for the amount borrowed including interest charges etc payable thereon The approval of the Members authorizing the Board for borrowings as set out at item No 2 of this Notice and securing the same by way of creation of charge in the manner set out at Item No 2 of this Notice is therefore being sought by way of Special Resolution None of the Directors Key Managerial Personnel or their relatives are in any way concerned or otherwise interested in this resolution Item No 3 In the course of business it is proposed to empower and permit the Board of Directors of the Company to grant loans give guarantees provide securities to and make investments in the securities of other bodies corporate which may be over and above the limits and may exceed 60 Sixty per cent of the Company s paid up share capital free reserves and securities premium or 100 One hundred per cent of the Company s free reserves and securities premium whichever is more as specified in Section 186 2 of the Companies Act 2013 It is proposed to set a limit to the extent of Rs 300 crores Rupees Three Hundred Crores only in this regard The above proposal as set out in item no 3 of the Notice is sought in view of the fact that Section 186 of the Companies Act 2013 and t
18. t e Voting pdf with your Client ID or Folio No as password The said PDF file contains your user ID and password for e voting Please note that the password is an initial password ii Launch internet browser by typing the following URL https www evoting nsdl com iii Click on Shareholder Login iv Put user ID and password as initial password noted in step i above Click Login v Password change menu appears Change the password with new password of your choice with minimum 8 digits characters or combination thereof Note new password It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential vi Home page of e Voting opens Click on e Voting Active Voting Cycles vii Select EVEN of iStreet Network Limited viii Now you are ready for e Voting as Cast Vote page opens ix Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted x Upon confirmation the message Vote cast successfully will be displayed xi Once you have voted on the resolution you will not be allowed to modify your vote i Institutional shareholders i e other than individuals HUF NRI etc are required to send scanned copy PDF JPG Format of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorized signatory ies who are authorized to vote to the Scrutiniz
19. the Companies Act 2013 to the Board of Directors of the Company to create charge provide security for the sum borrowed on such terms and conditions and in such form and manner and with such ranking as to priority as the Board in its absolute discretion thinks fit on the assets of the Company as may be agreed to between the Company and the Lenders so as to secure the borrowings by the Company together with interest costs charges expenses and all other monies payable by the Company to the concerned Lenders Institutions under the respective arrangements entered into to be entered by the Company and or Board RESOLVED FURTHER THAT the Securities to be created by the Company for its borrowing as aforesaid may rank with the security already created in the form of mortgage and or charges already created or to be created in future by the Company as may be agreed to between the Board and concerned parties RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution the Board or any committee or person s authorised by the Board be and is are hereby authorised to finalise settle and execute such documents deeds writings papers agreements as may be required and to do all acts deeds matters and things as may in its his their absolute discretion deem necessary proper or desirable and to settle any question s difficulty ies or doubt s that may arise in regard to creating security ies as aforesaid or other con
20. utions through the e voting service facility arranged by NSDL The instructions for electronic voting are annexed to this Notice A Member cannot exercise his vote by proxy on postal ballot Members desiring to exercise their vote by physical postal ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the Form duly completed and signed in the enclosed self addressed Business Reply Envelope to the Scrutinizer so that it reaches the Scrutinizer not later than close of working hours i e 17 30 Hours IST on 28 September 2015 The postage will be borne by the Company However envelopes containing postal ballots if sent by courier or registered speed post at the expense of the Members will also be accepted If any postal ballot is received after 17 30 Hours IST on 28 September 2015 it will be considered that no reply from the Member has been received The Scrutinizer will submit his report to the Chairman after the completion of scrutiny and the result of the voting by postal ballot will be announced by the Chairman or any Director of the Company duly authorized on or before 5 October 2015 at the registered office of the Company and will also be displayed on the Company website www istreetnetwork com and communicated to the Stock Exchange on the said date The date of declaration of results of the postal ballot shall be the date on which the resolution would be deemed to have been passed if approv
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