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 |
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.
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.
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.
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
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.
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.
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
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.
Directorsâ 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 âRisksâ. 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 (âBoardâ) 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.
Auditorâs 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 Companyâs 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