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Cressanda Solutions Ltd.

BSE: 512379 Sector: IT
NSE: N.A. ISIN Code: INE716D01033
BSE 00:00 | 03 Dec 4.48 0.21
(4.92%)
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4.48

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NSE 05:30 | 01 Jan Cressanda Solutions Ltd
OPEN 4.48
PREVIOUS CLOSE 4.27
VOLUME 4027085
52-Week high 4.48
52-Week low 0.25
P/E
Mkt Cap.(Rs cr) 136
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.48
CLOSE 4.27
VOLUME 4027085
52-Week high 4.48
52-Week low 0.25
P/E
Mkt Cap.(Rs cr) 136
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cressanda Solutions Ltd. (CRESSANDASOLNS) - Director Report

Company director report

To

The Members

CRESSANDA SOLUTIONS LIMITED

Your Directors have great pleasure in presenting 35th ANNUAL REPORT alongwith the Audited Balance Sheet and Profit and Loss Account for the year ended 31stMarch 2020.

1. FINANCIAL RESULTS:-

The financial Results are briefly indicated below:

Financial Results Year ended 31/03/2020 Previous year ended 31/03/2019
Total Income 0.00 540
Total Expenditure 855501 921247
Profit before depreciation interest & taxation (855501) (920707)
Depreciation & Amortization NIL
Profit/(Loss) before Tax (855501) (920707)
Provision for Taxation - Current FBT & Deferred NIL
Profit/(Loss) after Tax (855501) (920707)
Amount carried forward to Balance Sheet (855501) (920707)

2. REVIEW OF OPERATIONS: -

The loss of the financial year is Rs. (855501) (Rupees Eight Lacs Fifty-Five ThousandFive Hundred One only) the same is debited to profit and loss account. Your Directorsexpects to achieve better performance in the future and are taking maximum efforts tocontrol the costs and optimize the results in the coming years the current profitablesituation though marginal is an indication of the same.

3. TRANSFERS: -

There are no transfers to any specific reserves during the year.

4. DIVIDEND: -

Your directors do not recommend dividend for the year ended 31st March 2020.

5. THE CHANGE IN THE NATURE OF BUSINESS IF ANY:- There is no change in the nature ofbusiness of the Company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND: -

There was no transfer during the year to the Investor Education and Protection Fund interms of Section 125 of the Companies Act 2013.

7. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION &FOREIGN EXCHANGE ETC:-

Since the Company is not a manufacturing unit provisions of Section 134(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 regarding conservationof energy technology absorption is not applicable.

8. INTERNAL CONTROL SYSTEM:-

The Company's internal controls system has been established on values of integrity andoperational excellence and it supports the vision of the Company since there are nooperations in the company hence company classified as NonOperational Company. TheCompany's internal control systems are commensurate with the nature of its business andthe size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors. Significant audit observations and follow upactions thereon are reported to the Audit Committee.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:-

The particulars of Loans and Advances given under Section 186 of the Companies Act2013 has been disclosed in Note no. 6 of the financial statements.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADEWITH RELATED PARTIES: -

There are no related party transactions entered during the Financial year as applicableunder the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements)Regulations 2015. Accordingly a Nil Disclosure is being reportedin Form AOC-2 i.e. Annexure A in terms of Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules2014.

11. ANNUAL RETURN:-

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished as Annexure Bto Director's Report.

12. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:-

During the financial year the Board had met Five times on 30-05-201912-08-201905-09-201914-112019 and 14022020.

13. DIRECTORS RESPONSIBILITY STATEMENT: -

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

• That in the preparation of the annual accounts the applicable accountingstandards have been followed and there has been no material departure.

• That the selected accounting policies were applied consistently and thedirectors mad judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as on March 31 2020 and that of theprofit of the Company for the year ended on that date.

• That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

• That the annual accounts have been prepared on a going concern basis.

• The Board has laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

• The directors have devised system to ensure compliance with the provisions ofall applicable laws and that such systems were found inadequate and non-efficient.

15. DEPOSIT: -

The Company has neither accepted nor renewed any deposits during the year under review.

16. PARTICULARS OF EMPLOYEES AND REMUNERATION: -

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

17. DIRECTORS: -

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mr. Ashok Bhosle (DIN: 07952690) Executive Director of the Companyretires by rotation at the ensuing annual general meeting. he being eligible has offeredhimself for re-appointment as such and seeks re-appointment.

During the year Mr. Manendra Singh Independent Director Non-Executive Director of theCompany was resigned from the Board w.e.f. November 14 2019.

Ms Vintia Agarwal Company Secretary of the Company was resigned from the Board w.e.f.12th June 2019. However Ms Surabhi Tanted was appointed as a Company Secretary of theCompany w.e.f.7th July 2020.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") andSecretarial Standard of the person seeking re-appointment/ appointment as Director arealso provided in Notes to the Notice convening the 35th Annual General meeting.

Apart from this there was no change in Board of Directors during the year.

18. ATTRIBUTES QUALIFICATIONS & INDEPENDENCE OF DIRECTORS THEIR APPOINTMENT &REMUNERATION:

The Nomination & Remuneration Committee of Directors have approved a Policy forSelection Appointment and remuneration of Directors. The Company has paid remuneration toDirectors of the company.

19. DECLARATION OF INDEPENDENT DIRECTORS: -

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

20. STATUTORY AUDITORS: -

The Board of Directors of your Company at its meeting held on 1st September 2017 hadappointed M/s. C P Jaria & Co. Chartered Accountants FRN: 104058W as StatutoryAuditors of your Company for a period of for a period of Five Consecutive years from theconclusion the Annual General Meeting held on 29th September 2017 till theconclusion of Annual General Meeting to be held for the year 2021-2022 based on therecommendation of the Audit Committee and Board the company has not proposed an OrdinaryResolution for ratification of Statutory Auditor for the Financial Year 2018-2019 becausepursuant to the Companies (Amendment) Act 2017the same is omitted w.e.f 7th May2018.

21. INTERNAL AUDITORS: -

In pursuance of provision of section 138 of the Companies Act 2013 Company hasappointed Internal Auditors for the financial year 2019-2020.

22. SECRETARIAL AUDITORS: -

The Company has appointed M/s Tariq Budgujar & Co. Company Secretaries asSecretarial Auditors of the Company to carry out the Secretarial Audit for the FinancialYear 2019-2020 and to issue Secretarial Audit Report as per the prescribed format underrules in terms of Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Annexure - C

23. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES: -

The company does not have any subsidiary joint venture or associate company andtherefore provision with respect to Section 129 of the Companies Act 2013 are notapplicable to the Company.

24. REPORT ON CORPORATE GOVERNANCE: -

Corporate Governance Report prepared by HS Associates Company Secretaries is annexedhereto as to this report. As per Annexure D.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -

The Management's Discussion and Analysis Report for the year under review asstipulated under regulation 34 (3) and Part B of schedule V of the SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 is annexed to this Annual Report.As per Annexure - E

26. COMMITTEES OF THE BOARD: -

In accordance with the Companies Act 2013 there are currently 3 Committees of theBoard as follows:

A. Audit Committee;

B. Nomination and Remuneration Committee and

C. Stakeholders' Relationship Committee.

A. AUDIT COMMITTEE: -

As on date of this report the composition of the Audit Committee is in alignment withprovisions of Section 177 of the Companies Act 2013 read with the Rules issuedthereunder.

As on date of this report the Audit Committee comprises of;

Sr. No. Name of the Members Designation
1. Mr. Shrikrishna Pandey Chairman cum Independent Non-Executive Director
2. Ms. Bandana Singh Member & Independent Non-Executive Director
3. Mr. Kishan Lal Sanganeria Member & Independent Non-Executive Director
4. Mr. Manendra Pratap Singh(upto 14-11-2019) Member & Independent Non-Executive Director
5. Mr. Ramesh Laximan Bhosle(w.e.f.14-02-2020) Executive Director.

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

B. STAKEHOLDERS' RELATIONSHIP COMMITTEE: -

As on date of this report the composition of the Stakeholders' Relationship Committeein alignment with provisions of Section 178 of the Companies Act 2013 read with the Rulesissued thereunder

As on date of this report the Stakeholders' Relationship Committee comprises of;

Sr. No. Name of the Members Designation
1. Mr. Shrikrishna Pandey Chairman cum Independent Non-Executive Director
2. Ms. Bandana Singh Member & Independent Non-Executive Director
3. Mr. Kishan Lal Sanganeria Member & Independent Non-Executive Director
4. Mr. Manendra Pratap Singh(upto 14-11-2019) Member & Independent Non-Executive Director

C. NOMINATION AND REMUNERATION COMMITTEE: -

As on date of this report the composition of the Nomination and Remuneration Committeein alignment with provisions of Section 178 of the Companies Act 2013 read with the Rulesissued thereunder

As on date of this report the Nomination and Remuneration Committee comprises of;

Sr. No. Name of the Members Designation
1. Mr. Shrikrishna Pandey Chairman cum Independent Non-Executive Director
2. Ms. Bandana Singh Member & Independent Non-Executive Director
3. Mr. Kishan Lal Sanganeria Member & Independent Non-Executive Director
4. Mr. Manendra Pratap Singh(upto 14-11-2019) Member & Independent Non-Executive Director

27. PARTICULARS OF EMPLOYEES: -

During the financial year there were no employees drawing salary exceeding the limitpursuant to Section 197(12) of the Companies Act 2013 read with sub-rules 2 and 3 of Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended.

28. ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act 2013 and Regulation 17 of the ListingRegulations 2015 the performance evaluation of the Board and its Committees were carriedout during the year under review. More details on the same are given in the Annexure toCorporate Governance Report.

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution to Board deliberations.

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance.

iv. Providing perspectives and feedback going beyond information provided by themanagement.

v. Commitment to shareholder and other stakeholder interests.

vi. The evaluation involves Self-Evaluation by the Board Member and subsequentlyassessment by the Board of Directors. A member of the Board will not participate in thediscussion of his / her evaluation.

29. VIGIL MECHANISM POLICY

The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Whistle Blower Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

The Company has also provided direct access to Chairman of Audit Committee on reportingissues concerning the interests of co-employees and the Company. The Vigil MechanismPolicy is available at the website of the company: http://cressandasolutionsltd.com/. Noinstance under the Whistle Blower Policy was reported during the financial year 2019-20

30. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.All employees (permanent contractual temporary trainees) are covered under the saidpolicy. The company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and it redresses complaints received on sexualharassment. During the financial year under review the Company has not received anycomplaints of sexual harassment from any of the employees of the Company.

31. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS:

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. C.P. Jaria & Co. Statutory Auditors in their report. The Statutory Auditorshave not reported any incident of fraud to the Audit Committee of the Company in the yearunder review.

32. SECRETARIAL AUDITOR & REPORT:

The Board of Directors of the Company has appointed M/S Tariq Budgujar & Co.Practicing Company Secretary; to conduct the Secretarial Audit and their Report onCompany's Secretarial Audit is appended to this Report as Annexure I.

Auditors Observation:

1. During the year the Company has non-compliance of Listing Compliances pursuant toRegulations 6(1) 14 30(2) 31(2) 33(2)(a) and 47 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

2. During the year the Company has not complied with Standardised norms for transfer ofsecurities in physical mode SEBI/HO/MIRSD/DOS3/CIR/P/2018/139 dated November 6 2018.

3. During the year the Company has not complied with Strengthening the Guidelines andRaising Industry standards for RTAs Issuer Companies and Bankers.

4. Certain forms were not submitted to Registrar of Companies as on signing of thisreport.

5. During the Financial year ended 31st March 2020 the Company is in default fornon-appointment of Company Secretary under section 203 of the Companies Act 2013 for theperiod from 12th June 2019 to 31st March 2020.

6. During the Financial year ended 31st March 2020 the Company is in default forexceeding the limits due to erosion of Net Worth as specified under section 185 and 186 ofthe Companies Act 2013.

7. The Company have received Notice on November 7 2019 from Bombay Stock Exchangeregarding of late submission of Shareholding pattern for the quarter ended September 2019with fine 21240 of Rs. 2000/- per day. However as on signing of the this report the saidpenalty was not paid.

Directors Comment:

Since the Company has no business income from the main operation and not carrying anybusiness activities hence the company unable to complied the necessary compliances as perSEBI (LODR) Regulations 2015 and Companies Act 2013. However company is in the processof complied the necessary Compliances as per Companies Act 2013 and SEBI (LODR)Regulations 2015.

33. SECRETARIAL STANDARDS:

Since the Company has no business income from the main operation and not carrying anybusiness activities hence the company unable to complied Secretarial Standards i.e. SS-1and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings'respectively have been duly followed by the Company.

34. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under Regulation 34 of the Listing Regulations a Cash Flow Statement ispart of the Annual Report. The Company does not have any subsidiaries as on 31st March2019 and hence not required to publish Consolidated Financial Statements.

35. ACKNOWLEDGEMENTS:

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

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