Cressanda Solutions Ltd.
|BSE: 512379||Sector: IT|
|NSE: N.A.||ISIN Code: INE716D01033|
|BSE LIVE 10:52 | 23 Oct||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 512379||Sector: IT|
|NSE: N.A.||ISIN Code: INE716D01033|
|BSE LIVE 10:52 | 23 Oct||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
To The Members
Your Directors have pleasure in presenting their Annual Report together with AuditedStatement of Accounts for the year ended 31st March 2015.
Extract of Annual Return
As provided under Section 92(3) of the Act the details forming part of the extract ofthe Annual Return in Form MGT 9 is annexed herewith as Annexure-1
The Directors do not recommend payment of dividend for the financial year.
Transfer to Reserves
The loss of the financial year is Rs. 1519122.81/- the same is debited to profit andloss account. Appropriations amounting to Rs.3188998/- is credited to Profit and lossaccount.
The company has complied with all the mandatory requirements as prescribed under clause49 of the Listing Agreement with Bombay stock Exchange Limited (BSE). A separate sectionon corporate governance forms part of Annual Report. A certificate regarding compliance ofcondition of Corporate Governance as stipulated under clause 49 of the Listing Agreementforms part of the Annual Report.
During the financial year under review 6 board meetings of the directors were convened.
Details of the composition of the Board and its Committees and of the Meetings heldattendance of the Directors at such Meetings and other relevant details are provided inthe Corporate Governance Report.
Mr. Amap Pradeep Choudhary Director of the company is liable to retire by rotation atthe ensuing Annual General Meeting and being eligible has offered himself forreappointment.
Mr. Ajit Kumar Tulsian has stepped down as the director of the company with effect from11th May 2015. The Board of Directors acknowledges his contributions to thecompany.
Mr. Shrikrishna Baburam Pandey has given his consent to be appointed as an independentdirector of the company.
Mrs. Savita Kishan Bhaliya has been appointed as an additional director of the companywith effect from 14th August 2015.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Clause 49 of the ListingAgreement.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
Directors' Responsibility Statement
Pursuant to sub-section (2AA) of Section 217 of the Companies Act 1956 the Board ofDirectors of the Company hereby state and confirm that.
a) In the preparation of annual accounts the applicable accounting standards have beenfollowed;
b) The directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company at the end of financial year and of theprofit of your Company for the year;
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 1956 for safeguarding theassets 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 andthat such internal financial controls are adequate and were generally operatingeffectively; and
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
The Audit Committee comprised of Mr. Ajit Kumar Tulsyan (Chairman) Mr. Ankit Agarwaland Gaurav Bhalotia. 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 theprovisions 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 intowith related parties referred to in subsection (1) of Section 188.
Business Risk Management
The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either / or value to shareholders ability ofcompany to achieve objectives ability to implement business strategies the manner inwhich the company operates and reputation as "Risks". Further such Risks arecategorized in to Strategic Risks Operating Risks & Regulatory Risks. A detailedexercise is carried out to identify evaluate manage and monitoring all the three typesof risks.
Pursuant to the provisions of the Act and the corporate governance requirements asprescribed 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 thatof its Committees and individual Directors.
The performance of the Board and individual Directors was evaluated by the Boardseeking inputs from all the Directors. The performance of the Committees was evaluated bythe Board seeking inputs from the Committee Members.
The criteria for performance evaluation of the Board included aspects like Boardcomposition and structure; effectiveness of Board processes information and functioningetc. The criteria for performance evaluation of Committees of the Board included aspectslike composition of Committees effectiveness of Committee meetings etc. The criteria forperformance evaluation of the individual Directors included aspects on contribution to theBoard and Committee meetings like preparedness on the issues to be discussed meaningfuland constructive contribution and inputs in meetings etc.
M/s Agarwal & Sanganeria Chartered Accountants retires at the conclusion of theensuing Annual General Meeting and being eligible offer them for reappointment. TheCompany has received a Certificate from the auditors to the effect that theirreappointment if made will be in accordance with the provisions of Section 139(1) of theCompanies Act 2013 and rules framed thereunder.
The observations made by the Auditors in their report are appropriately dealt with inthe notes forming part of the accounts for the year which are self explanatory and hencedo not require any further explanation.
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 hasappointed Ms. KIRAN BHATIA a Company Secretary in Practice to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith in annexure-2.
Employee relations throughout the Company were harmonious. 7 The Board wishes to placeon record its sincere appreciation of the devoted efforts of all employees in advancingthe Company's vision and strategy to deliver good performance.
Information pursuant to the Companies (Disclosure of particulars in the Report of Boardof Directors) Rules 1988 relating to conservation of energy technology foreign exchangeearnings and outgo are not applicable to the Company u/s 134(3)(m) of the Companies Act2013 for the year.
The Directors wish to place on record their sincere appreciation for the committed anddedicated services of the employees of the Company who have ensured that the companycontinues to grow at a faster pace. The Board also wishes to thank Government of Indiavarious State Governments and the Companys Bankers for all the help andencouragement they extend to the Company. Your Directors deeply acknowledge the continuedtrust and confidence that the Shareholders Customers the Dealers and the Suppliers haveplaced in your Company.
For and on behalf of the Board
Date: 04th September 2015
SECRETARIAL AUDIT REPORT
The Board of Directors
M/s Cressanda Solutions Limited
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Cressanda Solutions Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon. Based on our verification of the books papers minutebooks forms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit we hereby report that in our opinion the Companyhas during the audit period ended on 31.03.2015 complied with the statutory provisionslisted hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting madehereinafter:
1. I have examined the books papers minute books forms and returns filed and otherrecords maintained by Cressanda Solutions Limited for the period ended on 31.03.2015according to the provisions of:
I. The Companies Act 2013 (the Act) and the Rules made thereunder;
II. The Securities Contracts (Regulation) Act 1956 (SCRA) and the Rulesmade thereunder;
III. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act) to the extent applicable to theCompany :-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009.
f. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
g. The Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited National Stock Exchange of India Limited; and
h. The Memorandum and Articles of Association.
I have also examined compliance with the applicable clauses of the following:
I. Secretarial Standards issued by The Institute of Company Secretaries of India.
II. The Listing Agreements entered into by the Company with the BSE Limited NationalStock Exchange of India Limited.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards Listing Agreements etc mentioned above.
2. I further report that the Company has In my opinion compiled with the provisionsof the Companies Act 1956 and the Rules made under that Act and the provisions ofCompanies Act 2013 as notified by Ministry of Corporate Affairs and the Memorandum andArticles of Association of the Company with regard to:
a) Maintenance of various statutory registers and documents and making necessaryentries therein;
b) Closure of the Register of Members.
c) Forms returns documents and resolutions required to be filed with the Registrar ofCompanies and the Central Government;
d) Service of documents by the Company on its Members Auditors and the Registrar ofCompanies;
e) Notice of Board meetings and Committee meetings of Directors;
f) The meetings of Directors and Committees of Directors including passing ofresolutions by circulation;
g) The Annual General Meeting held on 29th September 2014;
h) Minutes of proceedings of General Meetings and of the Board and its Committeemeetings;
i) approvals of the Members the Board of Directors the Committees of Directors andthe government authorities wherever required;
j) Constitution of the Board of Directors / Committee(s) of Directors appointmentretirement and reappointment of Directors including the Managing Director and Whole-timeDirectors;
k) payment of remuneration to Directors including the Managing Director and Whole-timeDirectors
l) Appointment and remuneration of Auditors and Cost Auditors;
m) Transfers and transmissions of the Companys shares and issue and dispatch ofduplicate certificates of shares;
n) Declaration and payment of dividends;
o) Transfer of certain amounts as required under the Act to the Investor Education andProtection Fund and uploading of details of unpaid and unclaimed dividends on the websitesof the Company and the Ministry of Corporate Affairs;
p) Borrowings and registration modification and satisfaction of charges whereverapplicable;
q) Investment of the Companys funds including investments and loans to others;
r) Form of balance sheet as prescribed under Part I form of statement of profit andloss as prescribed under Part II and General Instructions for preparation of the same asprescribed in Schedule VI to the Act;
s) Directors report;
t) Contracts common seal registered office and publication of name of the Company;and
u) Generally all other applicable provisions of the Act and the Rules made under theAct.
3. I further report that:
a) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors
b) Non-Executive Directors and Independent Directors. The changes in the composition ofthe Board of
Directors that took place during the period under review were carried out in compliancewith the provisions of the Act.
c) Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
d) Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
e) The Company has obtained all necessary approvals under the various provisions of theAct;
f) There was no prosecution initiated and no fines or penalties were imposed during theyear under review under the Act SEBI Act SCRA Depositories Act Listing Agreement andRules Regulations and Guidelines framed under these Acts against / on the Company itsDirectors and Officers.
g) The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Code ofBusiness Conduct & Ethics for Directors and Management Personnel;
4. The Company has complied with the provisions of the Securities Contracts(Regulation) Act 1956 and the Rules made under that Act with regard to maintenance ofminimum public shareholding.
5. I further report that the Company has complied with the provisions of theDepositories Act 1996 and the Byelaws framed thereunder by the Depositories with regardto dematerialization / rematerialisation of securities and reconciliation of records ofdematerialized securities with all securities issued by the Company.
6. The Company has complied with the provisions of the FEMA 1999 and the Rules andRegulations made under that Act to the extent applicable.
7. i further report that:
a. The Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited National Stock Exchange of India Limited and Calcutta StockExchange Limited;
b. The Company has complied with the provisions of the Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations 2011 including theprovisions with regard to disclosures and maintenance of records required under the saidRegulations;
c. The Company has complied with the provisions of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 1992 including the provisions withregard to disclosures and maintenance of records required under the said Regulations;
8. I further report that based on the information received and records maintained thereare adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.