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

Directors Report of Cressanda Railway Solutions Ltd.

Mar 31, 2023

The Directors of your Company take great pleasure in presenting the 38th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the year ended March 31,2023.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amtount in Lakhs)

Financial Results

Year ended 31/03/2023

Previous year ended 31/03/2022

Total Income

7,936.59

24.48

Total Expenditure

7,355.49

24.86

Profit before depreciation, interest & taxation

713.60

26.72

Depreciation & Amortization

-

-

Profit/(Loss) before Tax

713.60

26.73

Provision for Taxation - Current, FBT &Deferred

-

-

Profit/(Loss) after Tax

536.12

26.73

Amount carried forward to Balance Sheet

536.12

26.73

2. REVIEW OF OPERATIONS

The Profit of the financial year is '' 536.12 Lakhs, the same is debited to profit and loss account. Your directors expect to achieve better performance in the future and are taking maximum efforts to control the costs and optimize the results in the coming years.

3. TRANSFERS

The Board of Directors have not recommended transfer of any amount of profit to reserves during the year under review. Hence, the remaining amount of profit for the financial year under review has been carried forward to the Statement of Profit & Loss.

4. DIVIDEND

Your directors do not recommend dividend for the year ended March 31,2023.

5. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR

There was no change in nature of the business of the Company, during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company except that the company on 17th July, 2023 has made allotment of 2,46,49,206 partly paid-up shares of ?!/- each at issue price of ?20/- per share on right basis to the existing shareholder of the company.

7. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

There are no Subsidiary, Joint Ventures or Associate Company formed by Cressanda Solutions Limited under review period except the following:

1. Cressanda Analytica Services Private Limited

Particular

Details

Name

Cressanda Analytica Services Private Limited

CIN

U72900MH2022PTC383539

Registered Address

12A, 3rd Flr, Pl no. 207, Embassy Centre Jamnalal Bajaj Marg, Nariman Point, Mumbai City, Maharashtra- 400021, India

Roc

Mumbai

Company Category

Company limited by shares

Company Sub Category

Non-govt Company

Class of Company

Private

Date of Incorporation

May 26, 2022

Authorised Capital

10,00,000

Paid-up Capital

10,00,000

2.

Cressanda Food Solution Private Limited

Particular

Details

Name

Cressanda Analytica Services Private Limited

CIN

U15400MH2022PTC383537

Registered Address

12A, 3rd Flr, Pl no. 207, Embassy Centre Jamnalal Bajaj Marg, Nariman Point, Mumbai City, Maharashtra- 400021, India

Roc

Mumbai

Company Category

Company limited by shares

Company Sub Category

Non-govt Company

Class of Company

Private

Date of Incorporation

May 26, 2022

Authorised Capital

10,00,000

Paid-up Capital

10,00,000

3.

Cressanda Staffing Solution Private Limited

Particular

Details

Name

Cressanda Staffing Solution Private Limited

CIN

U74999MH2022PTC383276

Registered Address

12A, 3rd Flr, Pl no. 207, Embassy Centre Jamnalal Bajaj Marg, Nariman Point, Mumbai City, Maharashtra- 400021, India

Roc

Mumbai

Company Category

Company limited by shares

Company Sub Category

Non-govt Company

Class of Company

Private

Date of Incorporation

May 24, 2022

Authorised Capital

10,00,000

Paid-up Capital

10,00,000

4.

Cressanda E- Platform Private Limited

Particular

Details

Name

Cressanda E-Platform Private Limited

CIN

U15490MH2022PTC382706

Registered Address

31, Floor-13, 3, Navjeevan Society, DR. Dadasaheb Bhadkamkar Marg, Mumbai Central, Mumbai City- Maharashtra -400008, India

Roc

Mumbai

Company Category

Company limited by shares

Company Sub Category

Non-govt Company

Class of Company

Private

Date of Incorporation

May 14, 2022

Authorised Capital

1,00,00,000

Paid-up Capital

1,00,00,000

5.

Lucida Technologies Private Limited

Particular

Details

Name

Lucida Technologies Private Limited

CIN

U72900KA2017PTC100290

Registered Address

No 3980/81,3RD Floor, 80 Feet Road, Hoskerehalli Mainroad,Near Seetha Circel,Banashankari 3rd Stage Bengaluru, Karnataka- 560085, India

Roc

Mumbai

Company Category

Company limited by shares

Company Sub Category

Non-govt Company

Class of Company

Private

Date of Incorporation

February 02, 2017

Authorised Capital

5,00,000

Paid-up Capital

5,00,000

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on the date of report, the following Directors/ Key Managerial Personnel were appointed on the Board of the Company:

Sr. no. Name of the Director

Designation DIN/PAN

Date of Appointment

1

Mr. Manohar Iyer

Managing Director 06370873

09/02/23

2

Mr. Saugat Mahapatra

Additional Director 09331789

09/02/23

3

Mr. Nikhil Devardekar

Additional Director 10087141

27/03/23

4

Mr. Arunkumar Tyagi

Joint MD and Director 05195956

07/08/23

5

Mr. Chander Parkash Sharma

Additional Director 02143588

07/08/23

6

Mr.Vijay Solanki

Additional Director 01570127

07/08/23

7

Mr. Rajkumar Dinesh Masalia

Executive Director 09772787

07/08/23

During the year under review, the following Directors / Key Managerial Personnel resigned from the Company:

Sr. no. Name of the Director

Designation

Date of Resignation

1.

Mr. Amit Wadkar

Non-Executive Independent Director

27/03/23

2.

Mr. Soumyadri Bose

Executive Director and Managing Director

27/01/23

3.

Mr. Saugat Mahapatra

Executive Director

07/08/23

4.

Mr. Anup Dattaram Patil

Independent Director

07/08/23

5.

Mr. Abhinav Baburao Salgaonkar

Non-Executive Director & Chairperson

07/08/23

6.

Mr. Milind Madhukar Palav

Executive Director & CFO

07/08/23

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standard, of the person seeking appointment as Director are also provided in Notes to the Notice convening the 38th Annual General meeting.

8. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy. The Company follow the practice of sending the notice with detailed notes on each agenda item in advance of the meeting.

During the year under review, the Board met 19 times namely on April 12, 2022; April 21,2022; April 25, 2022; April 29, 2200; May 03, 2022; May 09, 2022; May 10, 2022; May 17, 2022; May 23, 2022; May 28, 2022; June 15, 2022; August 12, 2022; September 07, 2022; November 14, 2022; January 27, 2023; February 09, 2023; February 13, 2023; March 02, 2023 and March 27, 2023. The maximum interval between any two meetings did not exceed 120 days. The Board periodically reviews compliance reports of all laws applicable to the Company. The maximum interval between any two meetings did not exceed 120 days. Following is the attendance of each of the Directors at the Board Meetings held during the period under review:

Sr.

Name of the

No. of Board Meetings

No.

Directors

Entitled to Attend

Attended

1.

Mr. Abhinav Salgaonkar*

19

19

2.

Ms. Pooja Behere*

19

18

3.

Ms. Supriya Gangadhare*

19

19

4.

Mr. Amit WadekarA

18

18

5.

Mr. Anup Dattaram Patil~

19

19

6.

Mr. Milind Palav ~

19

19

7.

Ms. Soumyadri Bose#

18

18

8.

Mr. Manohar Iyer!

4

4

9.

Mr. Saugat Mahapatra!!

4

4

10.

Mr. Nikhil Devardekar@

1

1

*Appointed as a Director from the Company w.e.f. December 07, 2021

A Resigned as a Director from the Company w.e.f. March 27, 2023 ! Appointed as Managing Director of the Company w.e.f. February 09, 2023

!! Appointed as a Director of the Company w.e.f. February 09, 2023

# Resigned from the post of Managing director w.e.f. January 27, 2023

~ Appointed as a Director of the Company w.e.f. November 25, 2021 @ Appointed as Director of the Company w.e.f. March 27, 2023

9. EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Nomination and Remuneration Committee of the Board of the Company has devised a policy for performance evaluation of the Directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, 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 the Committees of the Board.

The Board performance was evaluated based on inputs received from all the Directors after considering the criteria such as Board Composition and structure, effectiveness of Board / Committee processes and information provided to the Board, etc. Pursuant to the Listing Regulations, performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.

A separate meeting of the Independent Directors was also held dated August 12, 2022 for the evaluation of the performance of Non-Independent Directors, performance of the Board as a whole and that of the Chairman of the Board.

10. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated inspection 149(7) of the Companies Act, 2013 to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

11. COMMITTEES OF THE BOARD

I n accordance with the Companies Act, 2013, there are currently 3 Committees of the Board, as follows:

A. Audit Committee;

B. Stakeholders'' Relationship Committee and

C. Nomination and Remuneration Committee

A. AUDIT COMMITTEE: -

As on date of this report the composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder.

As at 31st March, 2023 the Audit Committee comprises of:

Sr.

No.

Name of the Members

Designation

1.

Mr. Anup Patil

Independent Director, Chairperson

2.

Mrs. Pooja Behere

Independent Director, Member

3.

Mr. Nikhil Devardekar

Independent Director, Member

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

B. STAKEHOLDERS'' RELATIONSH IP COMMITTEE: -

As on date of this report the composition of the Stakeholders'' Relationship Committee in alignment with provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder.

As at 31st March, 2023 the Stakeholders'' Relationship Committee comprises of:

Sr.

No.

Name of the Members

Designation

1.

Mr. Anup Patil

Independent Director, Chairperson

2.

Mrs. Pooja Behere

Independent Director, Member

3.

Mr. Nikhil Devardekar

Independent Director, Member

C. NOMINATION AND REMUNERATION COMMITTEE:

As on date of this report the composition of the Nomination and Remuneration Committee in alignment with provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder

As at 31st March,2023 the Nomination and Remuneration Committee comprises of:

Sr.

No.

Name of the Members

Designation

1.

Mr. Anup Patil

Independent Director, Chairperson

2.

Mrs. Pooja Behere

Independent Director, Member

3.

Mr. Nikhil Devardekar

Independent Director, Member

12. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, 2015 the performance evaluation of the Board and its Committees were carried out during the year under review. Your Company is highly committed and having dedicated professionals as Directors on the Board of the

Company. The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations. The evaluation is done based on criteria namely, the quality, quantity and timeliness of flow of information between the company, management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Additionally, the Chairman of the Board was also evaluated after taking into account the views of Executive Directors and Non-Executive Directors in the aforesaid meeting.

The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of Board information and functioning, etc. Further, the performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In the Board meeting that followed the meeting of the Independent Directors and the meeting of Nomination and Remuneration Committee, performance of

the Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. More details on the same are given In the Annexure to Corporate Governance Report.

13. UNSECURED LOAN FROM DIRECTORS

During the year under review the Company has not received an unsecured loan from any of the Directors.

14. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Nomination and Remuneration Committee of the Board has devised a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The Committee has also formulated the criteria for determining qualifications, positive attributes and independence of Directors. The Policy, inter alia, covers the details of the remuneration of nonexecutive directors, Key Managerial Personnel and Senior Management Employees, their performance assessment and retention features. The Policy has been put up on the Company''s website at: www.cressanda.com

15. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) We have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 as at March 31,2023 and of its profits for the year ended on that date;

c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) We have prepared the annual accounts for the year ended March 31,2023 on a ''going concern'' basis;

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

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

16. DEPOSIT

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (''the Act'') and the Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits, unclaimed/ unpaid interest, refunds due to the deposit holders or to be deposited with the Investor Education and Protection Fund as on March 31,2023.

17. MAINTAINENCE OF COST RECORDS

The Company is not required to maintain Cost Records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013.

18. PARTICULARSOFCONTRACTSORARRANGEMENTS MADEWITH RELATED PARTIES

There are related party transactions entered during the financial year as applicable under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Amount (? in Lakhs)

Details of the Party entering into transaction

Details of CounterParty

Type of related party transaction

Value of the Transaction

Cressanda Solutions Limited

Mr. Saugat Mahapatra (Director)

Remuneration

46.5

Cressanda Solutions Limited

Mr. Manohar Iyer (Director)

Remuneration

8.15

Cressanda Solutions Limited

Ms. Soumyadri Bose (Director)

Remuneration

2.0

Cressanda Solutions Limited

Cressanda Food Solution Pvt Ltd

Investment

1.2

Cressanda Solutions Limited

Cressanda Analytica Pvt Ltd

Investment

1.2

Cressanda Solutions Limited

Cressanda E-platforms Pvt Ltd

Investment

10

Cressanda Solutions Limited

Cressanda Staffing Solution Pvt Ltd

Investment

1.2

Cressanda Solutions Limited

Pooja Behre

Remuneration

0.025

Cressanda Solutions Limited

Preeti Das

Remuneration

1.04

Cressanda Solutions Limited

Supriya Gandhare

Remuneration

0.025

19. PARTICULARS OF EMPLOYEES AND REMUNERATION

There were no employees during the year who received remuneration in terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure B."

21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations.

22. INTERNAL CONTROL SYSTEM

According to Section 134(5)(e) of the Act, the term Internal Financial Control (''IFC'') means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the 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 Company''s internal control systems are commensurate with its size and the nature of its operations. The Audit Committee also deliberates with the members of the management, considers the systems as laid down and meets the internal auditors and statutory auditors to ascertain their views on the internal financial control systems. Further details are provided in the Management Discussion and Analysis Report which forms a part of the Annual Report.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the financial statements.

24. SHARE CAPITAL Authorized Share Capital

The Authorized Share Capital of your Company as on March 31,2023 stood at Rs. 70,00,00,000/- (Rupees Seventy Crores Only) divided into 70,00,00,000 Equity Shares of Rs. 1/- each.

25. DISCLOSURE REGARDING UTILISATION OF FUND RAISED THOUGH PREFRENTIAL ISSUE.

Your Company had raised Rs. 66,44,26,000 (Rupees Sixty-Six Crore Forty-Four Lakhs Twenty-Six Thousand only) through the Preferential Issue of 9,49,18,000 Convertible Equity Warrants. The fund has been utilized for its original object and also there have been no modification in the object neither funds were used other than its original object.

26. ALLOTMENT OF RIGHTS ISSUE

Post review, the Company has proposed Rights Issue of 2,46,49,206 equity shares with an issue price of Rs. 20/-(including premium of Rs. 19/- per Equity Share). The record date for the Issue was June 16, 2023. The Rights Entitlement ratio was 06:97.

27. ALTERATION OF MEMORANDUM OF ASSOCIATION

No alteration of Memorandum of Association has been occurred during the year.

28. COLLABORATION WITH FOREIGN ENTITY TO PROVIDE GAMUT OF DIGITAL SERVICES

Your Company signed a Memorandum of Understanding (MoU) with a consortium led by Buffshelfco 59 (Pty) Ltd. South Africa (Buffshelfco) for a three year period to provide cutting-edge user experience by delivering superior services in the domain of IT Infrastructure, Super App development, Digital Services and Marketing services across multiple static and mobile platforms to create a dependable, technologically advanced and smooth consumer experience to millions of customers across India.

29. WORK ORDER RECEIVED FROM EASTERN RAILWAYS

Your Company has successfully bagged prestigious order for in-coach digital advertising in the Kolkata Metro for a period of 5 years. The contract is renewable for an additional 5 years. Company aims to serve 7-8 lakh passengers daily with an annual target of 15 crore passengers and above. Your Company is in advance stages for the contract for providing in-coach wi-fi services. Kolkata Metro Trains operates about 39 trains daily which provide 15 hours services, each train has 9 coaches and each coach has 2 TVs on which the company has acquired exclusive rights for digital advertisement. For the total advertisement content 70% is for the commercial advertising on this platform and a 30% advertisement slot is reserved for government advertisements. In September 2022, Your Company applied to the Ministry of Railways for

Non-Fare Revenue (NFR) proposals to provide comprehensive services to the South-Eastern Railway (SER), including Wi-Fi, advertising, pick up and drop services and above all, moving. Infotainment services in trains offer preloaded multilingual content including movies, news, music videos and general entertainment through buffer-free media servers installed inside the coaches.

30. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company does not have any Employee Stock Option Scheme/ Plan

31. DISCLOSURE REGARDING ACQUISITION OF SHARES OF CADCON EDUCATION PRIVATE LIMITED

In line with the strategy to build a global business. Your Company has acquired 20.1% of the issued and outstanding equity interest of Cadcon Education Private Limited and its subsidiaries free from all encumbrances.

32. ANNUAL RETURN

As required under Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2023, is available on the Company''s website and can be accessed at https://www. cressanda.com/docs-category/updates/

33. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is applicable on the Company as on March 31, 2023. The Company will constitute a CSR committee and subsequently a policy thereunder, which will be available on the website of the Company at https://www.cressanda.com/ docs-category/bse-compliance/. Your Company is planning to undertake initiatives on CSR activities in ensuring year and will spend amount on CSR activities which is over and above over the requirement under the Act. Further, the Board will take on record the certificate from the head of Financial Management that CSR to be spent by the Company for financial year 2023-24 and will be utilized for the purpose and in the manner approved by the Board of Directors of the Company and applicable regulations and law.

34. STATUTORY AUDITORS

M/s. Rishi Sekhri & Associates, Chartered Accountants (Firm Registration No. 128216W) is acting as the Statutory Auditor of the Company to hold office until the conclusion of the 41st Annual General Meeting of the Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134 of the Companies Act,

2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report. There is no incident of fraud requiring reporting by the auditors under Section 143(12) of the Companies Act, 2013.

35. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Mohit Vanawat and Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Audit Report of the Secretarial Auditors of the Company for the financial year ended March 31,2023 is attached hereto as Annexure D.

Pursuant to Regulation 24A of the Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from a Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars / guidelines issued there under and the same were submitted with the Stock Exchanges. The observations and comments given by the Secretarial Auditor in their Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

36. SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards, SS-1 and SS-2, issued by The Institute of Company Secretaries of India.

37. REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), is presented in a separate section forming part of this Annual Report.

39. PARTICULARS OF EMPLOYEES

During the financial year, there were no employees drawing salary exceeding the limit pursuant to Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended.

40. WHISTLE BLOWER POLICY (VIGIL MECHANISM)

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism

to address the genuine concerns, if any, of the directors and employees. The details of the same have been stated in the Report on Corporate Governance and the policy can also be accessed on the Company''s website at the link: www. cressanda.com

41. COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year, no such complaints were received.

42. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Rishi Sekhri & Associates, Statutory Auditors, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

43. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report.

44. INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

45. PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company and amended Code/Policy were also hosted on the website of Company. The Code requires Trading Plan, pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

46. PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE EVOTING AND EVOTING AT THE AGM.

Your Company is providing E-voting facility as required under Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through VC /OVAM and no physical meeting will be held and your company has make necessary arrangements with CDSL to provide facility for remote e-voting and voting at the AGM. The details regarding e-voting facility is given with the notice of the Meeting.

47. CAUTIONARY STATEMENT

The statements made in this Report and Management Discussion and Analysis Report relating to the Company''s objectives, projections, outlook, expectations and others may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to the Company''s operations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.

48. GENERAL

Your Directors state that during the year under review:

a. The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review;

b. There is no requirement to conduct the valuation by the bank and no Valuation done at the time of one-time Settlement during the period under review;

c. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary.

d. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

e. There were no revisions in the Financial Statement and Board''s Report. g. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

i. There are no voting rights exercised by any employee of the Company pursuant to the Section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014

49. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, the Government, Banks, suppliers and other business associates.


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

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X