As on: May 09, 2025 01:12 PM
To,
The Members of,
CRESSANDA RAILWAY SOLUTIONS LIMITED
(Formerly known as Cressanda Solutions Limited)
Your directors take pleasure in presenting the 39th Annual Report
along with the Audited Standalone and Consolidated Financial
Statements for the year ended March 31,2024.
HIGHLIGHTS OF FINANCIAL PERFORMANCE ON STANDALONE BASIS
• Total Revenue: During the Financial Year 2023-24, the total revenue of the Company is increased by 24.17% from ? 7,936.58 Lakhs to ? 9,854.94 Lakhs as compared to the previous Financial Year 2022-23. The revenue has increased mainly on account of the business activities of the company in the two main segments i.e., Trading of Food Grains & Railway Auxiliary Services.
• Expenditure: During the year, total expenditure has increased by 25.29 % from ?7,355.48 Lakhs in FY 2022-23 to ? 9,230.30 Lakhs in current FY 2023-24. Increase in expenses is largely on account of increase in Employee Benefit Expenses and other operational expenses.
• Employee benefits expenses: During the year under review, the Employee benefits expenses increased by 590.28% from ?29.25 Lakhs to ?203.83 Lakhs as compared to the previous Financial Year. The key reason for increase is due to expansion of business activities of the company in Railway Auxiliary Services and on-boarding more skilled and talented brains in the organization that drives the growth of the business.
• Finance cost: The finance cost increased by 8.34% from NIL in FY 2023-24 to ?8.34 Lakhs as compared to the previous FY 2022-23.
• Operational & other Expenses: The operational & other expenses increased by 814.74% from ?148.71 Lakhs to ?1,360.31 Lakhs as compared to the previous FY 2022-23 mainly on account of expansion of business activities.
• profit before Tax: During the year, we recorded increase in the Profit before Tax by 34.85% for ?962.35 Lakhs as compared to of ? 713.60 Lakhs in the previous FY 2022-23 on expansion of the business activities from the previous financial year.
• Non-current Liabilities: The non-current liabilities have increased by 29.29% from NIL to ?29.29 Lakhs as compared to the previous FY 2022-23 owing mainly to lease liabilities.
• current Liabilities: The current liabilities have increased from ? 5,293.16 Lakhs to ?1,604.79 Lakhs as compared to the previous FY 2022-23.
• Non-current Assets: The non-current assets have increased from ?4,575 Lakhs to ?3,346.96 Lakhs as compared to the previous FY 2022-23.
• current Assets: The current assets have increased by 95.13% from ?15,380.19 Lakhs to ?7,881.98 Lakhs as compared to the previous FY 2022-23.
SUMMARISED pROFIT AND LOSS AccOUNT
COMPANY'S AFFAIRS & REVIEW OF OPERATIONS
The business of the company is continuing as a going concern. The company is first and only listed company offering Railway Auxiliary Services and leading digital media breakthroughs. The company has demonstrated incredible growth, value and potential for shareholders, partners, investors and other stakeholders.
The Company in its pursuit to achieve its goals has expanded its working areas and has secured a bid for a large institutional concierge opportunity to enhance overall customer experience.
Cressanda joined hands with Broadcast Engineering Consultants India Limited (BECIL) a Govt. of India Enterprise under Ministry of Information and Broadcasting and signed a joint consortium to bid for a marquee tender from the Ministry of Railways.
Cressanda has
• secured a 5 years contract with Eastern Railway with a right to extend it for a further period of 5 years.
• right to provide on board Wi-Fi, internet services and Content on Demand in Mail/Express and premium trains.
• the right to advertise on interior/exterior surfaces of over 500 Mail Express/Premium trains/I nter-city trains/Local trains
• right to provide a bouquet of services comprising on-board sale of non-catering travel related items
Under Eastern Railways Agreement, Cressanda covers 4 divisions which covers 18 zones connecting several states and cities.
With over 40 years of commitment to innovation, Cressanda aims to scale new heights and surpass industry milestones in the years to come. As an end-to-end Rail Media Powerhouse, the company drives media innovation in Railways by integrating the cutting- edge tech into this fast-paced market.
DIVIDEND
In order to conserve resources, your directors do not recommend any dividend for the Financial Year 2023-24 and proposes to retain the profits for future requirements of the Company. (Previous Year: NIL)
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of the knowledge and belief and according to the information and explanations obtained by them, your directors confirm the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) In the preparation of the annual financial statements for the year ended March 31, 2024 the applicable accounting standards have been followed;
b) Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit of the company for the year ended on that date;
c) 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;
d) The annual financial statements have been prepared on a going concern basis;
e) Proper internal financial controls were in place and the financial controls were adequate and operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
CAPITAL STRUCTURE AND LISTING AT STOCK EXCHANGE
The Authorized Equity Share Capital of the Company as on March 31, 2024 was Rs 7,000.00 Lakhs divided into 70,00,00,000 equity shares of Rs 1/- each. The paid-up Equity Share Capital of the Company as on March 31, 2024 was Rs 42,31,44,706 divided into 41,49,02,690 fully paid-up equity shares of Rs 1/- each and 82,42,016 partly paid-up shares of Rs 10/- each.
The entire equity shares of the company continue to remain listed on BSE Ltd. (Scrip Code: 512379). The company has paid the Annual Listing Fees to BSE Ltd. for the year 2023-24 and the Custodian fee to the CDSL and NSDL for the financial year 202324. The shares of the Company are regularly traded at BSE Ltd.
CHANGES IN THE SHARE CAPITAL STRUCTURE pursuant TO RIGHTS ISSUE
During the year under review, your board approved Rights Issue and made an allotment on July 17, 2023 of 2,46,49,206 partly paid- up equity shares of face value of ' 1.00/- each of our company for cash at a price of ' 20/- per rights equity share (including a premium of ' 19/-) per rights equity share) aggregating up to ' 4,950/- lakhs on a rights basis to the eligible equity shareholders of our company in the ratio of 6 (six) right equity share for every 97 (ninety seven) equity share held by the eligible equity shareholders on the record date, that is on June 16, 2023.
Your board further made the First and Final call from the eligible members as on the record date i.e., December 1, 2023. The call period was from December 13,2023 till Wednesday 27,2023. The successful and valid call money applications was received on 1,64,11,825 (One Crore Sixty-Four Lakhs Eleven Thousand Eight Hundred and Twenty-Five) Partly Paid-Up Equity Shares aggregating to Rs 16,41,18,250/- (Rupees Sixteen Crores Forty- One Lakhs Eighteen Thousand Two Hundred and Fifty only) and accordingly such shares were converted into fully-paid up equity shares ranking pari-passu with the existing Fully-paid up Equity shares of the company and merged with the existing ISIN INE716D01033.
CHANGES iN RESERVES
There is no mandatory requirement for transfer of the profits to the general reserves, therefore, to provide an open-ended opportunity to utilize the profits towards the Company activities, during the year under review the Board have not considered appropriate to transfer any amount to the general reserves or any other reserves.
FiNANCE
Cash and cash equivalent of the Company as at March 31, 2024 is Rs 28.04 Lakhs (Previous year Rs 115.20 Lakhs). Your Company continues to focus on management of its working capital. Further, receivables, inventories and other working capital parameters are kept under continuous monitoring.
DEPOSITS
Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on March 31, 2024. Further, the Company has not accepted any deposit or loans in contravention of the provisions of Chapter V of the Companies Act, 2013 and the rules made there under.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has made investments and provided loans and advances which is within the limit as prescribed under the provisions Section 186 of the Companies Act, 2013.
Details of the Loans and investment made by the company has been given in the financial statements attached with the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In view of the profits, your Company was required to undertake "Corporate Social Responsibility" (CSR) activities during the year 2023-24 as required under the provisions of Section 135 of the Companies Act, 2013 and the rules made their under. The Annual Report on CSR activities is annexed herewith as "Annexure A".
The CSR Policy is available at https://www.cressanda.com/docs/ csr-policy-cressanda/ .
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKpLACE (pREVENTION, prohibition AND REDRESSAL) ACT, 2013
The Company has in place a Policy for prevention of Sexual Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("SHOW"). As per the requirement of the "SHOW" and Rules made thereunder, your company has constituted Internal Complaints Committees (ICC). All employees (permanent, contractual, temporary, trainees) are covered under this policy.
Statement showing the number of complaints filed during the financial year and the number of complaints pending as on the end of the financial year is shown as under: -
Since, no complaint is received during the year which is appreciable as the management of the company endeavour to provide safe environment for the female employees of the company.
RISK MANAGEMENT
The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan
for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.
The Risk Management Policy is available on Company's website at www.cressanda.com.
INTERNAL CONTROL ADEQUACY
The details in respect of internal financial controls system and their adequacy are included in the Management Discussion and Analysis Section, which forms part of this Annual Report.
INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has appointed Internal Auditors and the scope and authority of the Internal Audit (IA) function is defined in the procedure and appointment letter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.
Based on the report of internal audit and process, the company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee of the Board.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Vigil Mechanism/ Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are annexed to the Board Report as "Annexure B" and are also posted on the website of the Company https://www.cressanda. com/docs/vigil-mechanism-policy/ .
performance OF SUBSIDIARIES, ASSOCIATE COMpANIES AND JOINT VENTURES
As on March 31,2024 your company has the following subsidiary companies:
1. Cressanda Renewable Energy Solutions Limited
2. Cressanda Food Solution Private Limited
3. Cressanda E-Platform Private Limited
4. Cressanda Staffing Solution Private Limited
5. Cressanda Analytica Services Private Limited
6. Mastermind Advertising Private Limited
Apart from this there is no other associate or joint venture. Pursuant to provisions of Section 129(3) of the Companies Act,
2013 and a statement containing salient features of the financial statements of the Company's subsidiary in Form AOC-1 is annexed herewith as "Annexure-C."
STATE OF THE COMpANY'S AFFAIRS
During the year under review, Cressanda has grown in Group Trajectory.
? Cressanda enters into the foray of Renewable Energies with the Incorporation of Cressanda Renewable Energy Solutions Limited.
Your board during the year under review, has incorporated a wholly-owned subsidiary company in the name and style of Cressanda Renewable Energy Solutions Limited to carry on in India or elsewhere all or any of the business or businesses to manufacture, design, develop, improve, invent, carry our research papers, trade, buy, sell, wholesale, retail, distribute, import, export, assemble, fabricate, repair, maintain, alter, convene, own, operate, make use of, license, hire, lease, franchise or otherwise deal in all kinds of renewable energy modules, cells, accessories, solar power projects and hybrid systems combining solar photovoltaic with other forms of renewable energy or to independently perform all the mentioned and deal in other renewable sources of energies including hydro energy, wind energy and to do all necessary and incidental activity in this regard.
? Cressanda acquired 51% stake in Mastermind Advertising Private Limited.
Your Company has acquired 51% stake in Mastermind Advertising Private Limited. This acquisition enhances Cressanda Railway Solutions Limited's presence in the OTT segment that is expected to record the fastest growth in entertainment industry in the years ahead. Mastermind Advertising is one of India's fastest growing broadcast management and audio-visual content syndication company that focuses on Content licensing, Movie syndication, Diaspora marketing, Film production, etc. The company recently launched a unique OTT platform 'FIRNG' that showcases unexplored international movies dubbed in Hindi.
? Cressanda enters into an Agreement to acquire 51% stake in SYN Developers Private Limited.
During the year under review, your company has entered into an agreement to acquire 51% stake in SYN Developers Private Limited. The company shall complete the acquisition in a phased manner. SYN Developers Private Limited is predominately an Infrastructure based company. It is currently implementing a water supply project in West Bengal under our PM Shri Narendra
Modi ambitious Jal Jeevan Mission to provide clean drinking water to 2 Lakh population, across 25 villages in West Bengal. The project is spread across 68 kms and will benefit 50,000 families.
BOARD OF DiRECTORS, THEiR MEETINGS & KMPS
• Constitution of the Board
As on March 31, 2024, the company's board comprised 7 (Seven) Directors, which includes 4 (Four) Independent Directors including 1(one) Women Independent Director, 1 (One) Non-Executive Director and 2 (Two) Executive Directors.
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Further, as on the date of report the board of the company comprised of 6(six) directors. As Mr. Vijay Solanki (DIN: 01570127), Non-Executive Director and Chief Technology Officer tendered his resignation w.e.f., June 21, 2024 due to his medical reasons.
The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.
• boardindependence
Our definition of 'Independence 'of Directors or Regulation is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is having total 6 (Six) Directors\ in the Board out of them the following directors are Independent Directors during the period under review:
1. Mr. Chander Parkash Sharma (DIN: 02143588)
2. Ms. Nisha Asija Zutshi (DIN: 10348173)
3. Mr. Satya Prakash (DIN: 08489173)
4. Mr. Mukesh Wardhan Tyagi (DIN: 00047133)
The Independent Directors were appointed for a term of 5 (Five) consecutive years and shall not be liable to retire by rotation.
• declaration by the independent directors
All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Your Board of directors is of the opinion that all the Independent Directors fulfil the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 202324. All the Independent Directors are continuing their registration with the Independent Directors' Data bank maintained by IICA.
The Independent Directors have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Further as per the provisions of Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 the directors are not aware of any circumstance or situation, which exits or may be reasonable anticipated that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence and that they are independent of the management.
• directors liable to retire by rotation seeking appoi ntment/re-appoi ntment
Mr. Arun Kumar Tyagi (DIN:05195956) Managing Director and Mr. Rajkumar Dinesh Masalia (DIN:09772787), Executive Director are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. Your directors recommend passing necessary resolution as set out in notice of Annual General Meeting.
• KEY MANAGERIAL pERSONNEL
As on the date of report Mr. Hemant Singh is categorized as the Chief Financial Officer and Key Managerial Personnel of the Company:
• CHANGES iN THE BOARD COMPOSiTiON AND KEY MANAGERiAL PERSONNEL.
During the year under review the following changes took place in the Board of Directors:
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standard, of the person seeking appointment as Director are also provided in Notes to the Notice convening the 39th Annual General meeting.
MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business.
The notice of Board meetings is given well in advance to all the Directors. Meetings of the Board are held at the Registered Office of the Company or through other audio-video means.
The Agenda of the Board/Committee meetings along with the relevant Board papers is circulated at least a week prior to the date of the meeting. However, in case of urgent business needs, notice and agenda of Board/Committee Meetings were circulated on shorter notice period with consent and presence of Independent Directors at the Meeting.
The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
The Board met 19 (Nineteen) times in the Financial Year 202324 viz., May 30, 2023; June 12, 2023; July 17,2023; August 7,2023; August 14,2023; September 2, 2023; September 6,2023; September 8,2023; September 11,2023; September 25,2023; September 30, 2023; October 4,2023; November 2,2023; November 10, 2023; November 20, 2023; December 7, 2023; January 5, 2024; February 14,2024; March 2, 2024.
The maximum interval between any two meetings did not exceed 120 days.
Details of attendance is provided in Corporate Governance Report as attached in the Annual Report of this year.
SEPARATE MEETiNG OF iNDEPENDENT DiRECTORS
As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 14th February, 2024 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its' Committees which is necessary to effectively and reasonably perform and discharge their duties.
COMPANY'S POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION
The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director and other matters provided under Section 178(3), is uploaded on company's website https://www.cressanda.com/docs/nomination-
remuneration-policy/ .
ANNUAL EVALUATION BY THE BOARD
The evaluation framework for assessing the performance of directors comprises of the following key areas:
a. Attendance of Board Meetings and Board Committee Meetings.
b. Quality of contribution to Board deliberations.
c. Strategic perspectives or inputs regarding future growth of company and its performance.
d. Providing perspectives and feedback going beyond the information provided by the management.
e. Commitment to shareholder and other stakeholder interests.
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.
COMMITTEES OF THE BOARD
In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Five (5) committees:
a) Audit Committee;
b) Nomination and Remuneration Committee;
c) Stakeholders' Relationship Committee;
d) Corporate Social Responsibility Committee (CSR); and
e) Risk Management Committee
A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report. Apart from the above committees, the company is also having an Internal Compliant Committee constituted as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
RELATED PARTY TRANSACTIONS
All Related Party Transactions (RPT) that were entered into during the Financial Year 2023-24 were on Arm's Length Basis and were in the Ordinary Course of business. There were no material related party transactions during the year and hence the requirement of attaching Form AOC-2 is not applicable.
All the Related Party Transactions were approved by the Audit Committee on omnibus basis or otherwise and also by the Board. The Company has Related Party Transactions Policy, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The company is not having any material Related Party Transactions as defined under Regulation 23 of the SEBI (LODR) Regulations.
SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/ Courts during the year under review which would impact the going concern status of the Company and its future operations.
AUDITORS, THEIR REpORT AND COMMENTS BY THE MANAGEMENT
During the audit period, M/s Rishi Sekhri & Associates, Chartered Accountants tendered resignation w.e.f., November 10, 2023 informing their inability to continue as the Statutory Auditors of the Company due to invalidity of their Peer Review Certificate.
M/s Agarwal Jain and Gupta, Chartered Accountants (ICAI Firm Registration No. 013538C) were appointed as the statutory auditors of the company to fill the casual vacancy to hold the office till the conclusion the ensuing annual general meeting as per the provisions of Section 139 of the Companies Act, 2013 read with Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).
As per the provisions of SEBI circular SEBI Circular CIR/CFD/ CMD1/114/2019 dated 18th October, 2019 the limited review report for the quarter/ half year ended on September 30, 2024 was issued by M/s Rishi Sekhri and Associates as the said resignation was tendered within 45 days from the end of the quarter i.e., September 30,2023 and the Limited Review Report for the quarter/ Nine months ended on December 31, 2023 and the audit report for the quarter/year ended March 31, 2024 was issued by M/s Agarwal Jain & Gupta.
Your board hereby enumerates the explanations against the qualifications raised by the auditor in its audit report.
(1) No proper documents, supporting and evidences for the non-current financial asset's loans in note no. 5 of the financial statements Rs 2,422.91 lacs to draw our opinion on such loans and advances and relevant impact in the profit and loss account and relevant provisioning.
Management Views: The company pursuant to the authority given by the members under Section 186 of the Companies Act,
2013 has authorized the board to give loans and advances to the board. The board well within their authority has given loans and advances to certain parties and executed necessary loan agreement. The company submitted the loan agreement and ledger confirmation to the auditor during the course of audit.
(2) No proper documents, supporting and evidences for the current financial asset's loans and advance s in note no. 10 of the financial statements Rs 8,280.03 lacs to draw our opinion on such loans and advances and relevant impact in the profit and loss account and relevant provisioning.
Management Views: The company pursuant to the authority given by the members under Section 186 of the Companies Act, 2013 has authorized the board to give loans and advances to the board. The board well within their authority has given loans and advances to certain parties and executed necessary loan agreements. The money was lying idle with the company during the relevant period. Hence the board thought it is advisable to deploy the unutilized funds which were immediately not required. The company submitted the loan agreement and ledger confirmation to the auditor during the course of audit.
With reference to the point 2 & 3, the Company followed the necessary Accounting Standards and requested the auditor to consider the necessary interest provisions based on the ledger confirmations and Loan Agreements.
The failure on the part of the parties to reconcile the statement of accounts did not declare the transaction illegal or suspicious. Since the company has taken on account the accrued incomes, hence there was no impact on the Profit & Loss of the company.
(3) Unable to draw our opinion regarding the trading sales and purchases, profits amounted to Rs 7,961.97 laksh & Rs 7,626.09 lacs & Rs 335.88 lakhs respectively. As per our opinion, turnover, cost of goods sold, and profits are overstated to extent of amounted Rs 7,961.97 lakhs & Rs 7,626.09 lakhs & Rs 335.88 lakhs respectively.
Management Views: The transactions related to purchases, sales and profits recorded in the books of the company as for the prevalent business cycle connected with the respective trades. The Auditor's opinion is based on the presumption that the financials connected with the company in the said transaction may not be recovered.
The board revisited the same and is of the opinion that the transactions and the profit are realizable.
(4) Some of the trade payables, trade receivables, other financial liabilities, are subject to confirmation and its relevant impact, if any, on the statement of profit & loss account and balance sheet are unascertainable.
Management Views: Accounts finalization is based on the confirmation from the parties on a random selection basis of the samples. Part failure of the sample confirmation did not confirm or create any situation of unascertainable transactions.
During the course of audit, the company provided either the confirmation or closure of that particular account as per prevalent accounting cycle.
(5) Proceeds of the Right Issue Rs 4,106.10 laksh was invested in one subsidiary amounting to Rs 2,802.61 laksh and balance are commercially deployed as an unsecured loan. It was clear non- compliance of the letter of offer for utilization of proceeds for the working capital requirements and other general corporate purpose.
Management Views: Out of the rights issue proceeds of Rs 4,106.10 Lakhs, the company has invested Rs 2,802.61 lakhs in its subsidiary company. The subsidiary company has further deployed the said invested funds towards the working capital requirements which is as per the objects mentioned in the Rights Issue. There is no non-compliance as far as the utilization of the proceeds are concerned and the money deployed by the company pertains to its commercial activity. The unsecured loan repayable on demand and was given at the interest rate matching with the banking rates. This fund will be utilized for the working capital purposes and general corporate purposes relating to the trade of the company in due course.
(6) Company is under investigations of Security exchange Board of India (SEBI) and relevant investigations final output is still pending and we are unable to identify the impact on the financial statements.
Management Views: The company during the financial year is in receipt of several summons from SEBI. The company has already replied the same and the copy of the same was given to the Statutory Auditors during the course of audit.
SECRETARIAL AUDiTORS & THEiR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s JCA & Co., Practicing Company Secretaries; (FCS 11127; CP 13687) to undertake the Secretarial Audit for the year, 2023-24. The Report of the Secretarial Auditors in Form MR-3 is annexed herewith as "Annexure D" of this report.
Your Board is pleased to inform you that there is no such observation made by the Auditors in their report which needs any explanation by the Board.
COST AUDITORS AND RECORDS
Your Company was not required to appoint a Cost Auditor and maintain the cost records as per the Companies (Cost Records and Audit) Rules, 2014 for the year 2023-24.
DISCLOSURE FOR FRAUDS REPORTED BY THE AUDITORS
As per the provisions of Section 134 (3) of the Companies Act, 2013 read with Rule 13(4) of the Companies (Audit and Auditors) Rules, 2014 no frauds were reported by the Auditors to Audit Committee/Board during the year under review. Further that there were no frauds committed against the Company and persons which are reportable under Section 141(12) by the Auditors to the Central Government.
CORPORATE GOVERNANCE
Your Company firmly believes and adopts the highest standard of practice under Corporate Governance.
A separate section on Corporate Governance and a certificate obtained from Auditors of the Company and Practicing Company Secretary related to Non-Disqualification of Directors forms part of Corporate Governance Report.
CODE OF CONDUCT
Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and same is hosted on the website of the company at https://www.cressanda.com/docs/code-of-conduct-for-board- senior-management-personnel/ .
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder read with Ind (AS), specified under the Companies (Indian Accounting Standards) Rules, 2015, the consolidated financial statements of the Company as at and for the year ended 31st March, 2024, forms part of the Annual Report and is also available on the website of the company www. cressanda.com .
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure E".
ANNUAL RETURN
In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st March, 2024 has been uploaded on the website of the Company and the web link of the same is: https://www. cressanda.com/docs-category/annual-returns/ .
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMpLOYEE'S REMUNERATION AND PARTICULARS OF EMPLOYEES
Pursuant to provision of Section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees given in the "Annexure F"
During the year, none of the employees received remuneration in excess of Rupees One Crore Two Lakhs or more per annum, or Rupees Eight Lakhs Fifty Thousand per month for the part of the year, in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINNACIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINNACIAL YEAR OF THE COMPANY TO WHICH THE FINNACIAL STATEMENTS RELATE AND THE DATE OF REPORT
There have been no material changes and commitments affecting the financial position of the Company which have occurred between financial year ended on March 31, 2024, to which the financial statements relate and the date of this report.
INDUSTRIAL RELATIONS
During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
The company has changed its business operations during the year from IT enabled to Railway Auxiliary Services.
BUSINESS TRANSFER
There is no transfer of Business during the period under review.
PREVENTION OF INSIDER TRADING
In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company and amended Code/Policy were also hosted on the website of Company.
The Code requires Trading Plan, pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
FAMiLiARiSATiON PROGRAM FOR iNDEPENDENT DiRECTORS
The Company has in place a Familiarization Program for Independent Directors to provide insights into the company to enable the Independent Directors to understand its business in depth and contribute significantly to the company's success. The Company has devised and adopted a policy on Familiarization Program for Independent Directors and is also available at the company's website at https://www.cressanda.com/docs- category/policies-and-other-information/ .
PROViSiON OF VOTiNG BY ELECTRONiC MEANS THROUGH REMOTE EVOTiNG AND EVOTiNG AT THE AGM
Your Company is providing E-voting facility as required under Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through VC / OVAM and no physical meeting will be held and your company has made necessary arrangements with NSDL to provide facility for remote e-voting and voting at the AGM. The details regarding e-voting facility are given with the notice of the Meeting.
CAUTiONARY STATEMENT
The statements made in this Report and Management Discussion and Analysis Report relating to the Company's objectives, projections, outlook, expectations and others may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to the Company's operations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.
GENERAL
Your directors state that during the year under review:
a. The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review;
b. There is no requirement to conduct the valuation by the bank and no Valuation done at the time of one-time Settlement during the period under review;
c. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary.
d. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.
e. Your Company has not declared and approved any Corporate Action viz buy back of securities, mergers and de-mergers, split of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines. However, during the period under review, the company has approved the Rights Issue of shares to the members of the company during the period under review in compliance with the applicable laws of the Companies Act, 2013 and SEBI regulations;
f. There were no revisions in the Financial Statement and Board's Report.
g. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.
h. Details of unclaimed dividends have been provided as part of the Corporate Governance report.
i. There are no voting rights exercised by any employee of the Company pursuant to the Section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.
ACKNOWLEDGEMENTS
Your directors' thanks the Central and various State Government Departments, Organizations and Agencies and bankers to the Company for the continued help and co-operation extended by them. The Directors also gratefully acknowledge support of all other stakeholders of the Company viz. customers, members, dealers, vendors, and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.