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EQUITY - MARKET SCREENER

Cressanda Solutions Ltd
Industry :  Computers - Software - Medium / Small
BSE Code
ISIN Demat
Book Value()
512379
INE716D01033
0.8449719
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
0
1438.57
EPS(TTM)
Face Value()
Div & Yield %
0
1
0
 

As on: May 16, 2022 05:32 PM

To,

The Members,

CRESSANDA SOLUTIONS LIMITED

Your Directors have great pleasure in presenting 36th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st March, 2021.

1. FINANCIAL RESULTS: -

The financial Results are briefly indicated below: (Amt in Rs )

Financial Results Year ended 31/03/2021 Previous year ended 31/03/2020
Total Income 933,000 0.00
Total Expenditure 887,786 8,55,501
Profit before depreciation, interest & taxation 45,214 (8,55,501)
Depreciation & Amortization --
Profit/(Loss) before Tax (8,55,501)
Provision for Taxation - Current, FBT & Deferred - --
Profit/(Loss) after Tax 45,214 (8,55,501)
Amount carried forward to Balance Sheet 45,214 (8,55,501)

2. REVIEW OF OPERATIONS: -

The Profit of the financial year is Rs.45,214/- (Rupees Forty-five Thousand Two Hundred Fourteen only) the same is debited to profit and loss account. Your Directors expects 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 current profitable situation 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 2021.

5. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:- There is no change in the nature of business 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 in terms 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 the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption is not applicable.

8. INTERNAL CONTROL SYSTEM:-

The Company's internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company, since there are no operations in the company, hence company classified as NonOperational Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

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

The particulars of Loans and Advances given under Section 186 of the Companies Act, 2013 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 applicable under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015. Accordingly, a Nil Disclosure is being reported in Form AOC-2 i.e. Annexure A in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules,2014.

11. ANNUAL RETURN:-

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure B to 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 07- 07-2020, 30-07-2020, 29-08-2020, 13-11-2020, and 1302-2021.

13. DIRECTORS RESPONSIBILITY STATEMENT: -

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

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

• That the selected accounting policies were applied consistently and the directors mad 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 on March 31, 2021, and that of the profit of the Company for the year ended on that date.

• That proper and sufficient care has been taken 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.

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

• The Board has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

• The directors have devised system to ensure compliance with the provisions of all 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 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.

17. DIRECTORS: -

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Ashok Bhosle (DIN: 07952690), Executive Director of the Company, retires by rotation at the ensuing annual general meeting.

During the year Ms. Surabhi Tanted, appointed as a Company Secretary cum Compliance officer w.e.f.7th July, 2021.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also 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 for Selection, Appointment and remuneration of Directors. The Company has paid remuneration to Directors of the company.

19. 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 so as to qualify themselves to be appointed as Independent Directors under the provisions of the 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 had appointed M/s. C P Jaria & Co. Chartered Accountants FRN: 104058W as Statutory Auditors of your Company for a period of for a period of Five Consecutive years from the conclusion the Annual General Meeting held on 29th September 2017 till the conclusion of Annual General Meeting to be held for the year 2021-2022, based on the recommendation of the Audit Committee and Board the company has not proposed an Ordinary Resolution for ratification of Statutory Auditor because, pursuant to the Companies (Amendment) Act, 2017,the same is omitted w.e.f 7th May, 2018.

21. INTERNAL AUDITORS: -

In pursuance of provision of section 138 of the Companies Act, 2013, Company has appointed Internal Auditors for the financial year 2020-2021.

22. SECRETARIAL AUDITORS: -

The Company has appointed M/s Tariq Budgujar & Co., Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2020-2021 and to issue Secretarial Audit Report as per the prescribed format under rules 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 and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.

24. REPORT ON CORPORATE GOVERNANCE: -

Pursuant to Schedule V to the Listing Regulations and as required under Regulation 27 of Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Statutory Auditors' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report and the Certificate duly signed by the Chairman cum Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2021 forms a part of Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate time for meeting stakeholders' expectations while continuing to comply with the mandatory provisions of corporate governance.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -

The Management's Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation 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 the Board, 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 with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder.

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

Sr. Name of the Members No. 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. Ramesh Laximan Bhosle Executive Director.

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

B. STAKEHOLDE RS' 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 on date of this report the Stakeholders' Relationship Committee comprises of;

Sr. Name of the Members No. 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

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

Sr. Name of the Members No. Designation
1. Ms. Bandana Singh (w.e.f.14-02-2021) Chairman cum Independent Non-Executive Director
2. Mr. Shrikrishna Pandey Member & Independent Non-Executive Director
3. Mr. Kishan Lal Sanganeria Member & Independent Non-Executive Director

27. 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.

28. 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. More details on the same are given in the Annexure to Corporate Governance Report.

The evaluation framework for assessing the performance of Directors comprises of the following 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 its performance.

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Commitment to shareholder and other stakeholder interests.

vi. The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion 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 its Powers) Rules, 2014, framed "Whistle Blower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The Company has also provided direct access to Chairman of Audit Committee on reporting issues concerning the interests of coemployees and the Company. The Vigil Mechanism Policy is available at the website of the company: http://cressandasolutionsltd.com/. No instance under the Whistle Blower Policy was reported during the financial year2020-21

30. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

31. 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. C.P. Jaria & Co., 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.

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 on Company'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 to Regulations 33(2)(a), and 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. During the year the Company has not complied with Standardised norms for transfer of securities 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 and Raising Industry standards for RTAs, Issuer Companies and Bankers.

4. During the year the Company has not maintained structural database as per SEBI Circular SEBI/HO/CFD/DCR1/CIR/P/2018/85.

5. Certain forms were not submitted to Registrar of Companies, as on signing of this report.

6. During the Financial year ended 31st March, 2021 the Company is in default for non-appointment of Company Secretary under section 203 of the Companies Act, 2013 for the period from 12th June, 2019 to July 7, 2020

7. The Company has received various notices from BSE regarding Non compliances pursuant Regulation 6(1) and 19(1) of SEBI (LODR) Regulations, 2015. However as on signing of the this report the said penalty was not paid.

Directors Comment:

Since the Company has no business income from the main operation and not carrying any business activities, hence the company unable to complied the necessary compliances as per SEBI (LODR), Regulations 2015 and Companies Act, 2013. However, company is in the process of 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 any business activities, hence the company unable to complied Secretarial Standards, i.e. SS-1 and 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 is part of the Annual Report. The Company does not have any subsidiaries as on 31st March, 2021 and hence not required to publish Consolidated Financial Statements.

35. ACKNOWLEDGEMENTS:

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