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Croissance Ltd.

BSE: 531909 Sector: Infrastructure
NSE: N.A. ISIN Code: INE587J01027
BSE 15:30 | 30 Nov 9.25 0.31
(3.47%)
OPEN

8.94

HIGH

9.38

LOW

8.90

NSE 05:30 | 01 Jan Croissance Ltd
OPEN 8.94
PREVIOUS CLOSE 8.94
VOLUME 170417
52-Week high 10.60
52-Week low 2.72
P/E 925.00
Mkt Cap.(Rs cr) 63
Buy Price 8.50
Buy Qty 100.00
Sell Price 9.25
Sell Qty 569.00
OPEN 8.94
CLOSE 8.94
VOLUME 170417
52-Week high 10.60
52-Week low 2.72
P/E 925.00
Mkt Cap.(Rs cr) 63
Buy Price 8.50
Buy Qty 100.00
Sell Price 9.25
Sell Qty 569.00

Croissance Ltd. (CROISSANCELTD) - Director Report

Company director report

Dear Members

Your Director's have pleasure in presenting the Director's Report and the AuditedStatement of Accounts of the Company for the Financial Year ended 31st March2021.

FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:

The performance of the Company during the year has been as under:

(Rs. In Lakhs)

Particulars 2020-2021 2019-2020
Total Revenue from operations 5.75 21.01
Total Expenses 2.69 16.37
Profit/(Loss) Before Tax 3.06 4.64
Less: Taxation
a) Current Tax 0.80 1.16
a. Deferred Tax - -
Profit / (Loss) After Tax 2.27 3.48
Other Comprehensive Income - -
Total profit/(Loss) for the period 2.27 3.48
Earning per Equity Share- Basic & Diluted (in Rs.) 0.00 0.01

REVIEW OF OPERATIONS:

During the year under review the Company has generated 5.75 lakhs from operationsagainst 21.01 Lakhs from operations during the previous Financial Year 2019-20 and theCompany has profit of Rs. 2.27 lakhs against profit of Rs. 3.48 lakhs during the previousFinancial Year 2019-20.

CHANGE IN THE NATURE OF THE BUSINESS IF ANY:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

RESERVES

During the year your Company has not transferred any amount to General Reserve Accounton account of losses.

SHARE CAPITAL

Authorized Share Capital: During the year under review there was no change inauthorized share capital of the Company. Authorized share capital of the company as onMarch 31 2020 was Rs.75000000 comprising of 75000000 equity shares of Rs.1 each.

Paid-up Share Capital: During the year under review there was no change in paid upshare capital of the Company. Paid up share capital of the company as on March 31 2020was Rs.68548000 comprising of 68548000 equity shares of Rs.1 each.

ISSUE OF SHARES

During the year under review the Company has not issued any shares.

DIVIDEND

Considering the losses incurred by the Company during the year your Directors havedecided not to recommend dividend for the year.

UNPAID / UNCLAIMED DIVIDEND

There is no amount of dividend lying the unpaid or unclaimed dividend account of theCompany.

Shares Transferred to Investor Education and Protection Fund

No shares were transferred to the Investor Education and Protection Fund during theyear under review.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position ofthe Company after the end of the financial year and up to date of this report.

BOARD MEETINGS:

The Board of Directors duly met Nine (9) times during the year under review. The dateson which the meetings were held are 23.07.2020 11.09.2020 13.11.2020 08.12.202012.02.2021 19.02.2021 24.02.2021 13.03.2021 and 17.03.2021.

APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEYMANAGERIAL PERSONNEL:

• Mrs. Sowmya Ranganath was appointed as Additional Independent Director of theCompany w.e.f.

19.02.2021.

• Mr. Amaresh Rao Gaikward was appointed as Additional Director of the Companyw.e.f.

19.02.2021.

• Mr. Sravan Prabhakar Veledandi Mr. Hemant Bahri and Mr. Hriday Bahri asAdditional Director of the Company w.e.f. 14.07.2021. Further Mr. Sravan PrabhakarVeledandi and Mr. Hemant Bahri were appointed as Managing Director and Joint ManagingDirector respectively w.e.f. 01.10.2021.

• Mrs. Taarika Abhishek Raj Independent Director of the Company has resignedw.e.f. 19.02.2021 due to her personal pre-occupations and no other material reasons. Thesame has been disclosed and confirmed by Mrs. Taarika Abhishek Raj Independent Directorof the Company in her resignation letter.

• Mr. Mathew Oammen Director of the Company has resigned w.e.f. 19.02.2021.

• Mr. Babu Sahebe Shaik CFO of the Company resigned w.e.f. 17.03.2021 and Mr.Amaresh Rao Gaikward was appointed as CFO w.e.f. 17.03.2021.

• Mr. M. Jayasimha Reddy retires by rotation and being eligible offers himself forre-appointment.

As required under regulation 36 (3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Directors seeking appointment/re-appointment are given as under:

Name of the Director Sowmya Ranganath Amaresh Rao Gaikward
Date of Birth 19.03.1979 24.10.1969
Date of Appointment 19.02.2021 19.02.2021
Qualification Graduate Graduate
Expertise in specific functional areas Over 15 Years of experience in Hospitality Services and has been associated with a Premier Retirement Projects as consultant. Over 22 Years of experience of real estate's focusing in the area of marketing and leasing.
Names of Listed entities in which the person also holds the Directorship and the membership of Committees of the board
Shareholding of non-executive Directors. -- --
No. of Shares held in the Company -- --
Inter se relationship with any Director -- --
Name of the Director Sravan Prabhakar Veledandi Hemant Bahri
Date of Birth 13.09.1974 29.09.1963
Date of Appointment 14.07.2021 14.07.2021
Qualification MBA (Finance) Graduate
Expertise in specific functional areas He had done his masters in Finance and has international work experience and executed and spearheaded niche real estate projects. A former investment banker specializing in mergers acquisitions and new business. His passion for building companies with his vision and experience will be an asset to the company. Has been into real estate & hospitality industry since over two decades. His vision and accomplishment have been well recognized well in India and Internationally too. Mr. Bahri has a vision that has been applauded for himself getting acclaims nationally and internationally.
Names of Listed entities in which the person also holds the Directorship and the membership of Committees of the board
Shareholding of non-executive Directors. -- --
No. of Shares held in the Company 10582356 7520000
Inter se relationship with any Director -- Father of Mr. Hriday Bahri
Name of the Director Hriday Bahri Jayasimha Reddy
Date of Birth 16.01.1997 05.04.1971
Date of Appointment 14.07.2021 23.03.2013
Qualification Graduate Engineer
Expertise in specific functional areas He has done Business Administration in Real Estate & Urban Infrastructure and specializes in sales and marketing. His passion & experience in hospitality & real estate sector is highly appreciated. His contribution to industry since the last few years has been very immense and remarkable. Experience in the field of infrastructure
Names of Listed entities in which the person also holds the Directorship and the membership of Committees of the board
Shareholding of non-executive Directors. -- --
No. of Shares held in the Company -- --
Inter se relationship with any Director Son of Mr. Hemant Bahri --

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Independent Directors of the Company to theeffect that they are meeting the criteria of independence as provided in Sub-Section (6)of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

Further the Company has also received declarations from the independent directors tothe effect that they have complied with the Code of Conduct of Independent Directors asprescribed in Schedule IV of the Companies Act 2013.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company's operations and businesses.Interaction with the Business heads and key executives of the Company is also facilitated.Detailed presentations on important policies of the Company is also made to the Directors.Direct meetings with the Chairman are further facilitated to familiarize the incumbentDirector about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY 2020-2021 are also disclosed on theCompany's website.

PROFICIENCY OF DIRECTORS

The Company is making efforts in the process of registration of Independent Directorswith the Indian Institute of Corporate Affairs. All the Independent Directors shallundertake the test as prescribed.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a combination ofcriterion that includes ethics personal and professional stature domain expertisegender diversity and specific qualification required for the position. The potential BoardMember is also assessed on the basis of independence criteria defined in Section 149(6) ofthe Companies Act 2013 and Regulation 27 of SEBI (LODR) Regulations 2015.

In accordance with Section 178(3) of the Companies Act 2013 and Regulation 19(4) ofSEBI (LODR) Regulations 2015 on the recommendations of the Nomination and RemunerationCommittee the Board adopted a remuneration policy for Directors Key Management Personnel(KMPs) and Senior Management.

NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

BOARD EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performanceevaluation of independent directors Board of Directors and Committees of the Board.

The criteria for performance evaluation is based on the parameters like attendance andparticipation at the meetings of the Board and Committees thereof contribution tostrategic decision making review of financial statements business performance.

The evaluation of Board of Directors is performed by the Board after seeking all theinputs from the Directors and the Board Committees by seeking inputs from the Committeemembers.

The performance evaluation of the individual directors is done by the Nomination andRemuneration Committee.

The performance evaluation of non-independent directors the Board as a whole and theChairman is done by a separate meeting of Independent directors after taking inputs fromthe Executive directors.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(C) and 134(5) of the Companies Act 2013and on the basis of explanation given by the executives of the Company and subject todisclosures in the Annual Accounts of the Company from time to time we state as under:

1. That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit or loss of the Company for that period;

3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

6. That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review the Company has incorporated a Subsidiary Company"Delicieux Restaurants Private Limited on 10th March 2021".

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /ASSOCIATES/ JOINT VENTURES:

As on 31st March 2021 the Company has one Subsidiary Company namelyDelicieux Restaurants Private Limited. The Financial performance of the Subsidiary Companyis mentioned in FORM AOC- 1 in accordance with Section 129(3) of the Companies Act2013 which is annexed as Annexure I to this Annual Report.

STATUTORY AUDITORS:

M/s. M.M Reddy & Co. Chartered Accountants (Firm Registration No. 112118W)) arebeing appointed as Statutory Auditors of your Company to hold office from the conclusionof this 26th AGM to be held in the year 2020 until the conclusion of the 31stAGM to be held in the year 2025. Accordingly M.M Reddy & Co. Chartered AccountantsStatutory Auditors of the Company will continue till the conclusion of Annual GeneralMeeting to be held in 2025.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the Auditors u/s 143(12).

INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies read with rules made thereunder the Board has appointed M/s. Ravi & Co Chartered Accountants as InternalAuditors of the Company for the Financial Year 2021-2022.

DISCLOSURE ABOUT COST AUDIT:

In terms of the provisions of Section 148 of the Companies Act 2013 read with Rule 3& 4 of The Companies (Cost Record and Audit) Rules 2014 and all other applicableprovisions of the Companies Act 2013 the Cost Audit is not applicable to the Company.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 the Board has appointed Ms. Nisha Munka Practicing Company Secretary toundertake Secretarial Audit of the Company for Financial Year ending 31.03.2021.

The report of the Secretarial Auditor is enclosed herewith vide Annexure-II ofthis Report.

QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made—

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended 31st March 2021 and has noted that the same does not have anyreservation qualification or adverse remarks. However the Board decided to furtherstrengthen the existing system and procedures to meet all kinds of challenges and growthin the market expected in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended 31st March2021 on the Compliances according to the provisions of Section 204 of the Companies Act2013 and has noted that the same does not have any reservation qualification or adverseremarks.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given loans Guarantees or made any investments during the yearwhich attracts the provisions of Section 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There were no materialsignificant related party transactions made by the Company with the Promoters DirectorsKey Managerial Personnel or the Senior Management which may have a potential conflict withthe interest of the Company at large.

All related party transactions were placed before the Audit Committee/Board forapproval. Prior approval of the Audit Committee was obtained for the transactions whichare foreseen and are in repetitive in nature.

None of the Directors have any pecuniary relationship or transactions with the Companyexcept payments made to them in the form of remuneration rent sitting fees and intereston unsecured loans.

The Company has not entered into any contracts/arrangements with related partiesreferred to Section 188(1) of the Companies Act 2013 including certain arm lengthtransaction during the year and details of the related party transactions disclosedherewith in Form AOC-2 in Annexure - III

CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act 2013 provides the threshold limit for applicabilityof the CSR to a Company i.e.

(a) net worth of the Company to be Rs.500 crore or more; or

(b) turnover of the company to be Rs.1000 crore or more; or

(c) net profit of the company to be Rs.5 crore or more.

As the Company does not fall under any of the threshold limits given above theprovisions of section 135 are not applicable to the Company.

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

COMMITTEES:

(I). AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions ofRegulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 177of the Companies Act 2013.

II. The terms of reference of the Audit Committee include a review of thefollowing:

- Overview of the Company's financial reporting process and disclosure of its financialinformation to ensure that the financial statements reflect a true and fair position andthat sufficient and credible information is disclosed.

- Recommending the appointment and removal of external auditors fixation of audit feeand also approval for payment for any other services.

- Discussion with external auditors before the audit commences of the nature and scopeof audit as well as post-audit discussion to ascertain any area of concern.

- Reviewing the financial statements and draft audit report including quarterly / halfyearly financial information.

- Reviewing with management the annual financial statements before submission to theBoard focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financialstatements and

7. Any related party transactions

- Reviewing the company's financial and risk management's policies.

- Disclosure of contingent liabilities.

- Reviewing with management external and internal auditors the adequacy of internalcontrol systems.

- Reviewing the adequacy of internal audit function including the audit character thestructure of the internal audit department approval of the audit plan and its executionstaffing and seniority of the official heading the department reporting structurecoverage and frequency of internal audit.

- Discussion with internal auditors of any significant findings and follow-up thereon.

- Reviewing the findings of any internal investigations by the internal auditors intothe matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

- Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

- Reviewing compliances as regards the Company's Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 31stDecember 2020 and Chairman of the Audit Committee attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of theAudit Committee are given below:

During the Financial Year 2020-21 (4) Four meetings of the Audit Committee were heldon the 23.07.2020 11.09.2020 13.11.2020 and 12.02.2021.

The details of the composition of the Committee and attendance of the members at themeetings are given below:

Name Designation Category No. of Meetings held No. of Meetings attended
M. Sridhar Chairman NED(I) 4 4
Sowmya Ranganath Member NED(I) 4 4
Chitmi Srinivasa Reddy Member NED(I) 4 4

NED (I): Non-Executive Independent Director

(II). NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line withthe provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchangesread with Section 178 of the Companies Act 2013.

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision ofremuneration of the Managing Director/Whole Time Director of the Company and whileapproving:

• To take into account the financial position of the Company trend in theindustry appointee's qualification experience past performance past remuneration etc.

• To bring out objectivity in determining the remuneration package while strikinga balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.

The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered individual performance etc.

None of the Directors is drawing any Commission Perquisites Retirement benefits etc.

During the year the committee met on 19.02.2021 and 17.03.2021

The details of composition of the Committee are given below:

Name Designation Category No. of Meetings held No. of Meetings attended
M. Sridhar Chairman NED(I) 2 2
Sowmya Ranganath Member NED(I) 2 1
Chitmi Srinivasa Reddy Member NED(I) 2 2

NED (I): Non-Executive Independent Director

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

1.2 "Nomination and Remuneration Committee means the committee constitutedin accordance with the provisions of Section 178 of the Companies Act 2013 and reg. 19 ofSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

2.3 "Independent Director" means a director referred to in sub-section(6) of Section 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI(Listing obligations and Disclosure Requirements) Regulations 2015.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:

• General understanding of the company's business dynamics global business andsocial perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics integrity and values;

• Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the Companies Act 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as aCommittee Member the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;

• shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

• Such other requirements as may be prescribed from time to time under theCompanies Act 2013 SEBI (Listing obligations and Disclosure Requirements) Regulations2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the company's business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid downin Companies Act 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and DisclosureRequirements) Regulations 2015.

3.2.3 The Independent Director shall abide by the "Code for Independent Directors"as specified in Schedule IV to the companies Act 2013.

a. Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir directorships in other listed public limited companies in such a way that it doesnot interfere with their role as Director of the company. The NR Committee shall take intoaccount the nature of and the time involved in a Director Service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman ofmore than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whetherlisted or not shall be included and all other companies including private limitedcompanies foreign companies and companies under section 8 of the Companies Act2013 shall be excluded.

Remuneration policy for Directors key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a Director appointed to the Board of the company.

2.2 "Key Managerial Personnel" means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The Company Secretary;

(iii) The Whole-Time Director;

(iv) The Chief Finance Officer; and

(v) Such other office as may be prescribed under the companies Act 2013

2.3 "Nomination and Remuneration Committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act2013 andreg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retrial benefits

(v) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board on the recommendation of the Nomination and Remuneration Committeeshall review and approve the remuneration payable to the Non - Executive Directors of theCompany within the overall limits approved by the shareholders as per provisions of thecompanies act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending themeetings of the Board and the Committees thereof.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in line with theprovisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges read withSection 178 of the Companies Act 2013.

A.) Composition:

During the year the committee met on 13.02.2021.

The Details of composition of the Committee are given below:

Name Designation Category No. of Meetings held No. of Meetings attended
M. Sridhar Chairman NED(I) 1 1
Sowmya Ranganath Member NED(I) 1 -
Chitmi Srinivasa Reddy Member NED(I) 1 1

NED (I): Non-Executive Independent Director

B) Powers:

The Committee has been delegated with the following powers:

- To redress shareholder and investor complaints relating to transfer of sharesDematerialization of Shares non-receipt of Annual Reports non-receipt of declareddividend and other allied complaints.

- To approve transfer transmission and issue of duplicate / fresh sharecertificate(s)

- Consolidate and sub-division of share certificates etc.

- To redress approve and dispose off any other complaints transactions and requestsetc. received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares tothe Registrar and Share Transfer Agents who process share transfers within a week oflodgement in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called support@croissance-group.com.for complaints/grievances

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013read with Regulation 22 of SEBI (LO&DR) Regulations 2015 a vigil Mechanism forDirectors and employees to report genuine concerns has been established. It also providesfor necessary safeguards for protection against victimization for whistle blowing in goodfaith.

Vigil Mechanism Policy has been established by the Company for Directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 read with Regulation 22 of SEBI (LO&DR) Regulations 2015. Thesame has been placed on the website of the Company.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec 73 74& 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014during the financial year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

There are no significant and material orders passed by the regulators /courts thatwould impact the going concern status of the Company and its future operations.

DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.

During the period under review there is no material or serious observations have beennoticed for inefficiency or inadequacy of such controls.

INSURANCE:

The properties and assets of your Company are adequately insured.

CREDIT & GUARANTEE FACILITIES:

The Company has not availed any Working Capital facilities and Term Loan from Banksduring the year under review.

STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN ANDTHE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT &REMUNERATION) RULES 2014:

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in separate annexure forming part of this Report since the company is notpaying any remuneration to the Managing Directors Whole time directors and otherindependent directors during the year.

There are no employees whose particulars need to be furnished pursuant to Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

During the year NONE of the employees is drawing a remuneration of Rs.10200000/- andabove per annum or Rs.850000/- and above in aggregate per month the limits specifiedunder the Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Corporate Governance is not applicable to the company since the paid-up equity sharecapital and net worth of the company does not exceed Rs. 10 crores and Rs. 25 croresrespectively.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report pursuant to the SEBI (LODR) Regulationappended as Annexure IV for information of the Members.

POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the policies areavailable on our website. The policies are reviewed periodically by the Board and updatedbased on need and new compliance requirement.

ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fullycommitted to its social responsibility. The Company has been taking upmost care incomplying with all pollution control measures from time to time strictly as per thedirections of the Government.

We would like to place on record our appreciation for the efforts made by themanagement and the keen interest shown by the Employees of your Company in this regard.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment.

All employees are covered under this policy. During the year 2020-2021 there were nocomplaints received by the Committee.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and AmendedRegulations 2018. The Insider Trading Policy of the Company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the highestethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website.

SECRETARIAL STANDARDS

The Company is in compliance with the applicable secretarial standards.

EVENT BASED DISCLOSURES

During the year under review the Company has not taken up any of the followingactivities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of itsshares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

8. Change in Name of the Company: The Company has changed its name from SwagruhaInfrastructure Limited to Croissance Limited w.e.f. 24.05.2021.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCYCODE 2016.

No corporate insolvency resolution processes were initiated against the Company underthe Insolvency and Bankruptcy Code 2016 during the year under review.

FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review no corporate actions were done by the Company.

CEO/ CFO CERTIFICATION:

The Managing Director and CFO certification of the Financial Statements for theFinancial Year 2020-2021 is annexed in this Annual Report.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation of business constituents banksand other financial institutions and shareholders of the Company for their continuedsupport for the growth of the Company.

For and on behalf of the Board of Croissance Limited
(Previously known as Swagruha Infrastructure Limited)
Sd/- Sd/-
Amaresh Rao Gaikwad Jayasimha Reddy
Place: Bengaluru Director Managing Director
Date: 08.09.2021 (DIN- 01940161) (DIN-06490738)

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