Home  »  Company  »  Cressanda Solutions  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Cressanda Solutions Ltd.

Mar 31, 2016

To The Members

The Directors have pleasure in presenting their Annual Report together with Audited Statement of Accounts for the year ended 31st March 2016.

Financial Results

Previous year ended 31/03/2016

Particulars

Amount (Rs.)

Total Income

2,51,668

Total Expenditure

43,81,048.70

Profit before depreciation, interest & taxation

(41,29,380.70)

Depreciation & Amortization

77,288.30

Profit/(Loss) before Tax

(42,06,669)

Provision for Taxation - Current, FBT & Deferred

NIL

Profit/(Loss) after Tax

(42,06,669)

Amount carried forward to Balance Sheet

(42,06,669)

Extract of Annual Return

As provided under Section 92(3) of the Act, the details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure-1

Dividend

The Directors do not recommend payment of dividend for the financial year.

Transfer to Reserves

The loss of the financial year is Rs. 42,06,669/-, the same is debited to profit and loss account. Appropriations amounting to NIL/- is credited to Profit and loss account.

Corporate Governance

The company has complied with all the mandatory requirements as prescribed under clause 49 of the Listing Agreement with Bombay stock Exchange Limited (BSE). A separate section on corporate governance forms part of Annual Report. A certificate regarding compliance of condition of Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report.

Board Meetings

During the financial year under review 7 board meetings of the directors were convened.

Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

Directors

Mr. Ankit Kumar Aarwal, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, has offered himself for reappointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

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.

Directors’ Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed;

b) 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 your Company at the end of financial year and of the profit of your Company for the year;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d) The Annual Accounts have been prepared on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were generally operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Audit Committee

The Audit Committee comprised of Mr. Ankit Kumar Agarwal (Chairman), Mr. Gaurav Bhalotia and Mr.Shrikishna Baburam Pandey

. The Audit Committee meets 4 times during the year under review.

Particulars of Loans Guarantees and Investments

Since there are no loans guarantees and investments during the financial year, the provisions of section 134 (3)(g) is not applicable.

Particulars of Contracts and Arrangements with related parties

During the financial year under review no contracts or arrangements were entered into with related parties referred to in sub-section (1) of Section 188.

Business Risk Management

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as “Risks”. Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI under Clause 49 of the Equity Listing Agreement, the Board of Directors (“Board”) has carried out an annual evaluation of its own performance, and that of its Committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

Auditors

M/s Agarwal & Sanganeria, Chartered Accountants retires at the conclusion of the ensuing Annual General Meeting, and being eligible, offer them for reappointment. The Company has received a Certificate from the auditors to the effect that their reappointment, if made, will be in accordance with the provisions of Section 139(1) of the Companies Act, 2013 and rules framed there under.

Auditor’s Report

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self explanatory and hence do not require any further explanation.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. KIRAN BHATIA, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith in annexure-2.

Employee Relations

Employee relations throughout the Company were harmonious. 7 The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company’s vision and strategy to deliver good performance.

Additional Information

Information pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology, foreign exchange earnings and outgo are not applicable to the Company u/s 134(3)(m) of the Companies Act, 2013, for the year.

Acknowledgement

The Directors wish to place on record their sincere appreciation for the committed and dedicated services of the employees of the Company, who have ensured that the company continues to grow at a faster pace. The Board also wishes to thank Government of India, various State Governments and the Company''s Bankers for all the help and encouragement they extend to the Company. Your Directors deeply acknowledge the continued trust and confidence that the Shareholders, Customers, the Dealers and the Suppliers have placed in your Company.

For and on behalf of the Board

Sd/-

Ankit Kumar Agarwal

Director DIN: 05138454

Place: Mumbai

Date: 02nd September, 2016


Mar 31, 2014

Dear Members

The Directors have pleasure in presenting their Annual Report together with Audited Statement of Accounts for the year ended 31s'' March 2014.

Financial Results

Particulars Previous year ended 31/03/2014 Amount (Rs.)

Total Income 6,57,88,454.90/- Total Expenditure 8,00,92,170.12/- Profit before depreciation, interest & taxation (1,43,03,715.22)/- Depreciation & Amortisation 1,31,047.24/- Profit/(Loss) before Tax (1,44,34,762.46)/- Provision for Taxation - Current, FBT & Deferred NIL Profit/(Loss) after Tax (1,44,34,762.46)/- Amount carried forward to Balance Sheet (1,44,34,762.46)/-

Dividend

The Directors do not recommend payment of dividend for the financial year.

Corporate Governance

The company has complied with all the mandatory requirements as prescribed under clause 49 of the Listing Agreement with Bombay stock Exchange Limited (BSE). A separate section on corporate governance forms part of Annual Report. A certificate regarding compliance of condition of Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report.

Directors retiring by rotation

Mr. Ankit Kumar Agarwal, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Directors Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed;

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

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d) The Annual Accounts have been prepared on a going concern oasis.

Revision of Books of Accounts

The books of accounts, as had been approved by the Board of Directors in the meeting held on 31/05/2014 have been altered thereafter on account of certain errors and omissions on the part of the management in drawing up the books of accounts. These errors and omissions had come to the notice of the management after the books of accounts had been finalized. These were then brought to the notice of the statutory auditor, upon which the books of accounts were re-opened and rectified. These financial statements have been revised after the books of accounts were rectified, to give effect accordingly. The revised books of accounts were approved by the Board of Directors on 21st August, 2014.

Audit Committee

The Audit Committee comprises of Mr. Ajit Kumar Tulsian (Chairman), Mr. Gaurav Bhalotia and Mr. Ankit Agarwal. The Audit Committee met 4 times during the year under review.

Auditors

M/s Agarwal & Sanganeria & Co., Chartered Accountants retires at the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment. In accordance with Section 139 of the Compa- nies Act, 2013 read with the Rules made thereunder, M/s Agarwal & Sanganeria can be appointed as Statutory Auditors of the Company for a period of maximum 3 years. The Company has received a Certificate from the auditors to the effect that their reappointment, if made, will be in accordance with the provisions of Section 139(1) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Companies Act, 2013.

Auditors Report

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanation.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read it with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

Additional Information

Information pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology, foreign exchange earnings and outgo are not applicable to the Company u/s 217(1)(e) of the Companies Act, 1956, for the year.

Acknowledgement

The Directors wish to place on record their sincere appreciation for the committed and dedicated services of the employees of the Company, who have ensured that the company continues to grow at a faster pace. The Board also wishes to thank Government of India, various State Governments and the Company''s Bankers for all the help and encouragement they extend to the Company. Your Directors deeply acknowledge the continued trust and confidence that the Shareholders, Customers, the Dealers and the Suppliers have placed in your Company.

For and on behalf of the Board

Sd/- Aman Choudhary Director Place : Mumbai Date: 27th August, 2014


Mar 31, 2013

To The Members

The Directors have pleasure in presenting their Annual Report together with Audited Statement of Accounts for the year ended 31st March 2013.

Financial Results

Previous year Particulars ended 31/03/2013 Amount (Rs.)

Total Income 1,06,23,186.75/-

Total Expenditure 56,83,421.56/-

Profit before depreciation, interest & taxation 55,56,983.10/-

Depreciation & Amortisation 1,26,438.46/-

Profit/(Loss) before Tax 49,39,765.19/-

Provision for Taxation – Current, FBT & Deferred 9,35,000/-

Profit/(Loss) after Tax 40,03,673.19/-

Amount carried forward to Balance Sheet 62,81,735.55/-

Dividend

The Directors do not recommend payment of dividend for the financial year.

Corporate Governance

The company has complied with all the mandatory requirements as prescribed under clause 49 of the Listing Agreement with Bombay stock Exchange Limited (BSE). A separate section on corporate governance forms part of Annual Report. A certificate regarding compliance of condition of Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report.

Directors retiring by rotation

Mr Ajit Kumar Tulsian, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Directors'' Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed;

b) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of financial year and of the profit of your Company for the year;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d) The Annual Accounts have been prepared on a going concern basis.

Audit Committee

The Audit Committee comprises of Mr. Ajit Kumar Tulsian (Chairman), Mr. Ankit Agarwal. The Audit Committee meets 4 times during the year under review.

Auditors

M/s Agarwal Sanganeria & Co., Chartered Accountants retires at the conclusion of the ensuing Annual General Meeting, and being eligible, offer them for reappointment. The Company has received a Certificate from the auditors to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

Auditor''s Report

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanation.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read it with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

Additional Information

Information pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology, foreign exchange earnings and outgo are not applicable to the Company u/s 217(1)(e) of the Companies Act, 1956, for the year.

Acknowledgement

The Directors wish to place on record their sincere appreciation for the committed and dedicated services of the employees of the Company, who have ensured that the company continues to grow at a faster pace. The Board also wishes to thank Government of India, various State Governments and the Company''s Bankers for all the help and encouragement they extend to the Company. Your Directors deeply acknowledge the continued trust and confidence that the Shareholders, Customers, the Dealers and the Suppliers have placed in your Company.

For and on behalf of the Board

Sd/-

Aman Choudhary Director

Place : Mumbai

Date: 10th July 2013


Mar 31, 2012

The Director's have pleasure in presenting their Twenty Seventh Annual Report and Audited Annual Accounts of the Company for the year ended on 31st March. 2012.

1. FINANCIAL RESULTS :

(Figures in Rs. Lacs)

For the year Previous Year

2011-2012 2010-2011

Total Income 2.26 0.24

(Loss) / Profit before tax (2.01) (270.82)

Less : Provision for Tax - 7.72

(Loss) / Profit after tax (2.01) (278.55)

2. OPERATION

During the year under review the company suspended all its services. After offsetting the expenses the Company incurred a loss (before tax) of Rs. 2.01 Lacs during the year as against the loss of Rs. 270.82 Lacs incurred during the corresponding period of previous year. The directors are optimistic about the future of the company.

3. DIVIDEND

The Directors do not recommend any dividend for the year.

4. DIRECTORS

Mr. Rohit Agarwal Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

5. SCHEME OF AMAGLAMATION OF SMAHTCMAMP'S IT AND INFRA LIMITED

Your Company has filed an application for scheme of amalgamation of M/'s. SMARTCHAMP'S IT AND INFRA LIMITED with our company to the Bombay High Court. The scheme is subject to the approvals of the members of our company and approval of the necessary authorities. The company has already received in principle approval from the Bombay Stock Exchange Ltd. for the scheme of amalgamation.

Smart champ's IT and Infra Limited (SCL) is an IT & Infra company focused on IT hardware . software & Infra sectors . This company is expected to grow at a fast space because of the huge infrastructure expenditures being spent in our country for the infrastructure and development projects. This Company has good amount of resources to carry on the activities of infrastructure, real estate development and IT industry .

The amalgamated consolidated entity will have the strategic and competitive advantage especially at the time when many companies are integrating vertically by setting up their own capacities for business advantage. The proposed amalgamation of Smart champ's IT and Infra Limited with our company is in line with the current global trends to achieve size, scale, integration and greater financial strength and flexibility .

The shareholders of the company would be informed of the developments in this regard as and when it take place.

6. REDUCTION IN SHARE CAPITAL OF THE COMPANY

As per the scheme of amalgamation and arrangement it is proposed lo reduce the present paid up share capital of the company from Rs. 9,00,00,000/- (Rupees Nine Crores) prior to amalgamation to Rs. 45,00,000/-( Rupees Forty Five Lakhs) after the amalgamation. The proposed reduction in capital is subject to the approval of the members and necessary authorities. The company has since received the in principle approval for reduction in share capital as part of the scheme of amalgamation and arrangement from the Bombay Stock Exchange.

The reduction of capital is an intrinsic part of the overall scheme of amalgamation.

The shareholders of the company would be informed of the developments in this regard as and when it take place.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 2I7(2AA) of the Companies Act, 1956. the Directors confirm as under

1. In preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures

2. That they had selected such accounting standards, 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 loss of the company for that period.

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the relevant acts for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the accounts are prepared on a going concern basis.

8. CONSOLIDATED FINANCIAL STATEMENT

As required under Accounting standards AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accounts of India, the consolidated financial statements have been prepared on the basis of the financial statements of the company and its subsidiary.

9. AUDITORS

M/s. Agarwal Sanganeria & Co., Chartered Accountants, statutory auditors of the Company hold office until the conclusion of this Annual General Meeting. The Directors recommend their re- appointment as auditors of the Company.

10. AUDITOR REPORT

The observations made by the auditors in their report are self explanatory and need no further elaboration.

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

Your Company does not own any manufacturing facilities and consequently the disclosure of information on conservation of energy, technology absorption etc., required to be disclosed in terms of Section 271 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Director's) Rules, 1988 not being applicable, is not given.

A. RESEARCH AND DEVELOPMENT

Research and Development activities by way of software development for commercial applications on turnkey basis - right from systems stud}', design, and development to implementation and training are being undertaken on an ongoing basis, involving applications for the internet, developing portal sites, web sites, e-commerce and supply chain solutions.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Income from software development Rs. Nil

(b) Expenditure in foreign currency Rs. Nil

12. PARTICULARS OF EMPLOYEES

During the year under review there was no employee employed in the financial year who were in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particular of Employees) rules. 1975.

13. FIXED DEPOSITS

The company has not accepted and/or renewed deposits from public lor the period under review within the meaning of Section 58(A) of the Companies Act 1956 and the rules made there under.

14. MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is appended to this report.

15. CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with the Certificate on Corporate Governance from the Practicing Company Secretary, Mr. S. Lakshminarayanan.

16. APPRECIATION

Your Directors take the opportunity to thank all members for their Co-operation and contribution to the Company's Operation during the year. Your Directors also wish to place on record their appreciation for the support and co-operation by the Banks, Business Associates and financial Institutions during the period under review.

BY ORDER OF THE BOARD

FOR CRESSANDA SOLUTIONS LIMITED

DIRECTOR

Registered Office :

102, Arihant Building, 15th Road,

Khar (W), Mumbai - 400 052

Mumbai : 31st May, 2012


Mar 31, 2010

The Directors have pleasure in presenting their Twenty Fifth Annual Report and Audited Annual Accounts of the Company for the year ended on 31st March, 2010.

1. FINANCIAL RESULTS:

(figures in Rs. Lacs)

For the year Previous Year 2009-2010 2008-2009

Income 147.63 361.45

(Loss) / Profit before Depreciation & Tax (3.99) (61.77>

Less: Depreciation 23.66 28.44

(Loss) / Profit before tax (27.84) 32.07 Less : Provision for Tax

Prior Period Adjustments 1.60 0.34

Provision for deferred tax

Provision for Tax -- 1.46

(Loss)/Profit after tax (29.44) 30.27

Add : Balance B/f from Previous Year (579.01) (609.28)

Balance Carried to Balance Sheet (608.45) (579.01)

2. OPERATION

During the year under review the income from the operation from software development services was Rs. 141.15 Lacs as against Rs. 338.67 Lacs achieved during the corresponding period of previous year. After offsetting the expenses the Company incurred a loss of Rs. 29.44 Lacs during the year as against the profit of Rs. 31.73 Lacs earned during the corresponding period of previous year. The drop in income and consequent set back in the profitability was mainly due to the global slow down and the recessionary trend in the information technology sector. The directors are confident that the Company will be able to post better result in the current year. The director are optimistic about the future of the Company.

2. DIVIDEND

The Directors do not recommend any dividend for the year.

4. DIRECTORS

Mr. Rohit Agarwal and Mrs. Geetha Darbha Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm as under:-

1. In preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures

2. That they had selected such accounting standards, 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 and loss of the company for that period.

3. That they had taken proper and sufficient care forthe maintenance of adequate accounting records, in accordance with the provisions of the relevant acts for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the accounts had prepared on a going concern basis.

6. CONSOLIDATED FINANCIAL STATEMENT

As required under Accounting standards AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accounts of India, the consolidated financial statements have been prepared on the basis of the financial statements of the company and its subsidiary.

7. AUDITORS

M/s. Agarwal Sanganeria & Co., Chartered Accountants, statutory auditors of the Company hold office until the conclusion of this Annual General Meeting. The Directors recommend their re- appointment as auditors of the Company.

8. AUDITOR REPORT

The observations made by the auditors in their report are self explanatory and need no further elaboration.

9. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

Your Company does not own any manufacturing facilities and consequently the disclosure of information on conservation of energy, technology absorption etc., required to be disclosed in terms of Section 271 (1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 not being applicable, is not given.

A. RESEARCH AND DEVELOPMENT

Research and Development activities by way of software development for commercial applications on turnkey basis - right from systems study, design, and development to implementation and training are being undertaken on an ongoing basis. Also involving in applications for the internet, developing portal sites, web sites, e-commerce and supply chain solutions.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Income from software development Rs. 1,08,52,545/-

(b) Expenditure in foreign currency Rs. Nil

10. PARTICULARS OF EMPLOYEES

During the year under review there was no employee employed in the financial year who were in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particular of Employees) rules, 1975.

11. FIXED DEPOSITS

The company has not accepted and/or renewed deposits f om public for the period under review within the meaning of Section 58(A) of the Companies Act 1956 and the rules made there under.

12. MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is appended to this report.

13. CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with the Certificate on Corporate Governance torn the Practicing Company Secretary, Mr. S. Lakshminarayanan.

14. APPRECIATION

Your Directors take the opportunity to thanks all staff members for their Co-operation and contribution to the Companys Operation during the year. Your Directors also wish to place on record their appreciation for the support and co-operation by the Banks, Business Associates and Financial Institutions during the period under review.

BY ORDER OF THE BOARD FOR CRESSSANDA SOLUTIONS LIMITED

DIRECTOR

Registered Office:

26/27, Khatau Building, Alkesh Dinesh Modi Marg, Fort, Mumbai - 400 023

Mumbai: 2nd September, 2010


Mar 31, 2009

The Directors hereby present the Annual Report of the Company with the Audited Statement of Accounts for the Financial Year ended March 31, 2009.

1. Financial Highlights

Rs. In Lacs

2008-2009 2007-2008

Gross Income from Operations 361.45 543.30

Operating Profit/(Loss) 61.77 97.69

Depreciation 28.44 70.59

Finance Charges 1.26 5.94

Prior Period Adjustments 0.34 0.59

Profit/(Loss) before Tax 31.73 20.56

Provision for Tax 1.46 1.72

Profit/(Loss) after Tax 30.27 18.84

Liability no longer required written back 0.00 8.05

Excess Provision for taxation written back 0.00 0.00

TDS & Advance tax adjusted for earlier years 0.00 0.00

Profit/(Loss) brought forward (609.27) (636.18)

Balance carried forward to Balance Sheet (579.00) (609.27)

2. Operations

The year under review was significant for your company. The Gross Income from Operations of the Company was Rs. 361.45 Lacs and Operating Profit of Rs.61.77 Lacs as against the operating profit of Rs. 97.69 Lacs in the previous year. During the year the company written off its bad debts amounting to Rs. 15.89 Lacs.

3. Dividend

The Directors have not recommended any dividend for the year.

4. Business Activity

During the year the company explored various markets abroad and was successful in procuring some lucrative projects and in building a good relationship with new customers. Your company remains optimistic about the long term opportunities while at the same time meeting the short term challenge of stabilizing and enhancing the revenue and profitability. Your company responded to the challenge by focusing on customer requirements and by building an efficient sales engine. Your company is closely monitoring the market situation, and believes that its unique business model and prudent risk management practice, coupled with a strong customer base and deep client relationship, give it a sustainable long term competitive advantage. Your company will aggressively pursue new opportunities, and will ensure adequate internal preparedness to take maximum advantage of such opportunities.

5. Management Discussion and Analysis Report

In terms of Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is appended to this report.

6. Corporate Governance

In terms of Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance is attached as part of the Annual Report

7. Directors Responsibility

Pursuant to Section 217 (2AA)of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000 the Directors confirm that:

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

2 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 or loss of the Company for the year;

3 the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

8. Subsidiary Company

As required by Section 212 of The Companies Act, 1956, the Audited Financial statements of the subsidiary, M/s Cressanda Solutions, Inc., along with the Independent Auditors report and schedules thereon are attached and form a part of the Annual Report.

9. Consolidated Financial Statement

As required under Accounting Standards AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India, the consolidated financial statements have been prepared on the basis of the financial statements of the company and its subsidiary.

10. Directors

Mr. Rahul Agarwal and Mr. M. N. Shenoy retire by rotation at the forthcoming Annual General meeting and are eligible for re-appointment.

11. Auditors

The Auditors, M/s Agarwal Sanganeria & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Company has obtained a written certificate from the auditors, to the effect that their appointment, if made, in the ensuing Annual General Meeting, will be in accordance with the statutory limits of the audit of the companies as per sub-section (1B) of section 224 of the Companies Act, 1956

12. Fixed Deposit

During the year under review the Company has not accepted any fixed deposits from the Public and as such no amount of principle or interest was outstanding on the date of the Balance sheet.

13. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

Your Company does not own any manufacturing facilities and consequently the disclosure of information on conservation of energy, technology absorption etc., required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 not being applicable, is not given.

A. RESEARCH AND DEVELOPMENT

Research and Development activities by way of software development for commercial applications on turnkey basis - right from systems study, design, and development to implementation and training are being undertaken on an ongoing basis. Also involving in applications for the Internet, developing portal sites, web sites, e-commerce and supply chain solution.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Income from software development services and products Rs. 2,35,95,065

(b) Expenditure in foreign currency Rs. Nil

14. Particulars of Employees

The Company has no employees during the year in respect of which the statement pursuant to sub-section (2A) of Section 217 of the Companies Act, 1956 as amended by the Companies Amendment Act, 1988 read with the Companies (Particulars of Employees) Rules, 1975, is required to be annexed.

15. Acknowledgements

Your Directors wish to place on record the sincere and dedicated efforts of all the members of the Companys team, which has made it possible to achieve significant growth. Your directors also take this opportunity to offer their sincere thanks to the clients, vendors, dealers, business associates, investors and bankers for their continued support throughout the year.

The employees of your Company continue to display their unstinted devotion, co-operation and commitment in pursuit of excellence. Your directors take this opportunity to record their appreciation of the dedicated work and contribution made by everyone of Cressanda Family enabling the company to realize its corporate objective.

for and on behalf of the Board of Directors of Cressanda Solutions Limited

Sd/- Rahul Agarwal

Managing Director

Date: June 30, 2009

Find IFSC