The Directors of your Company take great pleasure in presenting the 38th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the year ended March 31,2023.
1. FINANCIAL RESULTS
The financial Results are briefly indicated below:
|
(Amtount in Lakhs)
|
|
Financial Results
|
Year ended 31/03/2023
|
Previous year ended 31/03/2022
|
|
Total Income
|
7,936.59
|
24.48
|
|
Total Expenditure
|
7,355.49
|
24.86
|
|
Profit before depreciation, interest & taxation
|
713.60
|
26.72
|
|
Depreciation & Amortization
|
-
|
-
|
|
Profit/(Loss) before Tax
|
713.60
|
26.73
|
|
Provision for Taxation - Current, FBT &Deferred
|
-
|
-
|
|
Profit/(Loss) after Tax
|
536.12
|
26.73
|
|
Amount carried forward to Balance Sheet
|
536.12
|
26.73
|
2. REVIEW OF OPERATIONS
The Profit of the financial year is ' 536.12 Lakhs, the same is debited to profit and loss account. Your directors expect to achieve better performance in the future and are taking maximum efforts to control the costs and optimize the results in the coming years.
3. TRANSFERS
The Board of Directors have not recommended transfer of any amount of profit to reserves during the year under review. Hence, the remaining amount of profit for the financial year under review has been carried forward to the Statement of Profit & Loss.
4. DIVIDEND
Your directors do not recommend dividend for the year ended March 31,2023.
5. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR
There was no change in nature of the business of the Company, during the year under review.
6. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the company except that the company on 17th July, 2023 has made allotment of 2,46,49,206 partly paid-up shares of ?!/- each at issue price of ?20/- per share on right basis to the existing shareholder of the company.
7. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
There are no Subsidiary, Joint Ventures or Associate Company formed by Cressanda Solutions Limited under review period except the following:
1. Cressanda Analytica Services Private Limited
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Particular
|
Details
|
|
Name
|
Cressanda Analytica Services Private Limited
|
|
CIN
|
U72900MH2022PTC383539
|
|
Registered Address
|
12A, 3rd Flr, Pl no. 207, Embassy Centre Jamnalal Bajaj Marg, Nariman Point, Mumbai City, Maharashtra- 400021, India
|
|
Roc
|
Mumbai
|
|
Company Category
|
Company limited by shares
|
|
Company Sub Category
|
Non-govt Company
|
|
Class of Company
|
Private
|
|
Date of Incorporation
|
May 26, 2022
|
|
Authorised Capital
|
10,00,000
|
|
Paid-up Capital
|
10,00,000
|
|
2.
|
Cressanda Food Solution Private Limited
|
| |
Particular
|
Details
|
|
Name
|
Cressanda Analytica Services Private Limited
|
|
CIN
|
U15400MH2022PTC383537
|
|
Registered Address
|
12A, 3rd Flr, Pl no. 207, Embassy Centre Jamnalal Bajaj Marg, Nariman Point, Mumbai City, Maharashtra- 400021, India
|
|
Roc
|
Mumbai
|
|
Company Category
|
Company limited by shares
|
|
Company Sub Category
|
Non-govt Company
|
|
Class of Company
|
Private
|
|
Date of Incorporation
|
May 26, 2022
|
|
Authorised Capital
|
10,00,000
|
|
Paid-up Capital
|
10,00,000
|
|
3.
|
Cressanda Staffing Solution Private Limited
|
| |
Particular
|
Details
|
|
Name
|
Cressanda Staffing Solution Private Limited
|
|
CIN
|
U74999MH2022PTC383276
|
|
Registered Address
|
12A, 3rd Flr, Pl no. 207, Embassy Centre Jamnalal Bajaj Marg, Nariman Point, Mumbai City, Maharashtra- 400021, India
|
|
Roc
|
Mumbai
|
|
Company Category
|
Company limited by shares
|
|
Company Sub Category
|
Non-govt Company
|
|
Class of Company
|
Private
|
|
Date of Incorporation
|
May 24, 2022
|
|
Authorised Capital
|
10,00,000
|
|
Paid-up Capital
|
10,00,000
|
|
4.
|
Cressanda E- Platform Private Limited
|
| |
Particular
|
Details
|
|
Name
|
Cressanda E-Platform Private Limited
|
|
CIN
|
U15490MH2022PTC382706
|
|
Registered Address
|
31, Floor-13, 3, Navjeevan Society, DR. Dadasaheb Bhadkamkar Marg, Mumbai Central, Mumbai City- Maharashtra -400008, India
|
|
Roc
|
Mumbai
|
|
Company Category
|
Company limited by shares
|
|
Company Sub Category
|
Non-govt Company
|
|
Class of Company
|
Private
|
|
Date of Incorporation
|
May 14, 2022
|
|
Authorised Capital
|
1,00,00,000
|
|
Paid-up Capital
|
1,00,00,000
|
|
5.
|
Lucida Technologies Private Limited
|
|
| |
Particular
|
Details
|
|
| |
Name
|
Lucida Technologies Private Limited
|
|
| |
CIN
|
U72900KA2017PTC100290
|
|
| |
Registered Address
|
No 3980/81,3RD Floor, 80 Feet Road, Hoskerehalli Mainroad,Near Seetha Circel,Banashankari 3rd Stage Bengaluru, Karnataka- 560085, India
|
| |
Roc
|
Mumbai
|
|
| |
Company Category
|
Company limited by shares
|
|
| |
Company Sub Category
|
Non-govt Company
|
|
| |
Class of Company
|
Private
|
|
| |
Date of Incorporation
|
February 02, 2017
|
|
| |
Authorised Capital
|
5,00,000
|
|
| |
Paid-up Capital
|
5,00,000
|
|
|
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on the date of report, the following Directors/ Key Managerial Personnel were appointed on the Board of the Company:
|
|
Sr. no. Name of the Director
|
Designation DIN/PAN
|
Date of Appointment
|
|
1
|
Mr. Manohar Iyer
|
Managing Director 06370873
|
09/02/23
|
|
2
|
Mr. Saugat Mahapatra
|
Additional Director 09331789
|
09/02/23
|
|
3
|
Mr. Nikhil Devardekar
|
Additional Director 10087141
|
27/03/23
|
|
4
|
Mr. Arunkumar Tyagi
|
Joint MD and Director 05195956
|
07/08/23
|
|
5
|
Mr. Chander Parkash Sharma
|
Additional Director 02143588
|
07/08/23
|
|
6
|
Mr.Vijay Solanki
|
Additional Director 01570127
|
07/08/23
|
|
7
|
Mr. Rajkumar Dinesh Masalia
|
Executive Director 09772787
|
07/08/23
|
|
During the year under review, the following Directors / Key Managerial Personnel resigned from the Company:
|
|
Sr. no. Name of the Director
|
Designation
|
Date of Resignation
|
|
1.
|
Mr. Amit Wadkar
|
Non-Executive Independent Director
|
27/03/23
|
|
2.
|
Mr. Soumyadri Bose
|
Executive Director and Managing Director
|
27/01/23
|
|
3.
|
Mr. Saugat Mahapatra
|
Executive Director
|
07/08/23
|
|
4.
|
Mr. Anup Dattaram Patil
|
Independent Director
|
07/08/23
|
|
5.
|
Mr. Abhinav Baburao Salgaonkar
|
Non-Executive Director & Chairperson
|
07/08/23
|
|
6.
|
Mr. Milind Madhukar Palav
|
Executive Director & CFO
|
07/08/23
|
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 38th Annual General meeting.
8. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board meets at regular intervals to discuss and decide on Company / business policy and strategy. The Company follow the practice of sending the notice with detailed notes on each agenda item in advance of the meeting.
During the year under review, the Board met 19 times namely on April 12, 2022; April 21,2022; April 25, 2022; April 29, 2200; May 03, 2022; May 09, 2022; May 10, 2022; May 17, 2022; May 23, 2022; May 28, 2022; June 15, 2022; August 12, 2022; September 07, 2022; November 14, 2022; January 27, 2023; February 09, 2023; February 13, 2023; March 02, 2023 and March 27, 2023. The maximum interval between any two meetings did not exceed 120 days. The Board periodically reviews compliance reports of all laws applicable to the Company. The maximum interval between any two meetings did not exceed 120 days. Following is the attendance of each of the Directors at the Board Meetings held during the period under review:
|
Sr.
|
Name of the
|
No. of Board Meetings
|
|
No.
|
Directors
|
Entitled to Attend
|
Attended
|
|
1.
|
Mr. Abhinav Salgaonkar*
|
19
|
19
|
|
2.
|
Ms. Pooja Behere*
|
19
|
18
|
|
3.
|
Ms. Supriya Gangadhare*
|
19
|
19
|
|
4.
|
Mr. Amit WadekarA
|
18
|
18
|
|
5.
|
Mr. Anup Dattaram Patil~
|
19
|
19
|
|
6.
|
Mr. Milind Palav ~
|
19
|
19
|
|
7.
|
Ms. Soumyadri Bose#
|
18
|
18
|
|
8.
|
Mr. Manohar Iyer!
|
4
|
4
|
|
9.
|
Mr. Saugat Mahapatra!!
|
4
|
4
|
|
10.
|
Mr. Nikhil Devardekar@
|
1
|
1
|
*Appointed as a Director from the Company w.e.f. December 07, 2021
A Resigned as a Director from the Company w.e.f. March 27, 2023 ! Appointed as Managing Director of the Company w.e.f. February 09, 2023
!! Appointed as a Director of the Company w.e.f. February 09, 2023
# Resigned from the post of Managing director w.e.f. January 27, 2023
~ Appointed as a Director of the Company w.e.f. November 25, 2021 @ Appointed as Director of the Company w.e.f. March 27, 2023
9. EVALUATION OF DIRECTORS, BOARD AND COMMITTEES
The Nomination and Remuneration Committee of the Board of the Company has devised a policy for performance evaluation of the Directors, Board and its Committees, which includes criteria for performance evaluation.
Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees of the Board.
The Board performance was evaluated based on inputs received from all the Directors after considering the criteria such as Board Composition and structure, effectiveness of Board / Committee processes and information provided to the Board, etc. Pursuant to the Listing Regulations, performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.
A separate meeting of the Independent Directors was also held dated August 12, 2022 for the evaluation of the performance of Non-Independent Directors, performance of the Board as a whole and that of the Chairman of the Board.
10. 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 to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
11. COMMITTEES OF THE BOARD
I n accordance with the Companies Act, 2013, there are currently 3 Committees of the Board, as follows:
A. Audit Committee;
B. Stakeholders' Relationship Committee and
C. Nomination and Remuneration 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 at 31st March, 2023 the Audit Committee comprises of:
|
Sr.
No.
|
Name of the Members
|
Designation
|
|
1.
|
Mr. Anup Patil
|
Independent Director, Chairperson
|
|
2.
|
Mrs. Pooja Behere
|
Independent Director, Member
|
|
3.
|
Mr. Nikhil Devardekar
|
Independent Director, Member
|
All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.
B. STAKEHOLDERS' 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 at 31st March, 2023 the Stakeholders' Relationship Committee comprises of:
|
Sr.
No.
|
Name of the Members
|
Designation
|
|
1.
|
Mr. Anup Patil
|
Independent Director, Chairperson
|
|
2.
|
Mrs. Pooja Behere
|
Independent Director, Member
|
|
3.
|
Mr. Nikhil Devardekar
|
Independent Director, Member
|
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 at 31st March,2023 the Nomination and Remuneration Committee comprises of:
|
Sr.
No.
|
Name of the Members
|
Designation
|
|
1.
|
Mr. Anup Patil
|
Independent Director, Chairperson
|
|
2.
|
Mrs. Pooja Behere
|
Independent Director, Member
|
|
3.
|
Mr. Nikhil Devardekar
|
Independent Director, Member
|
12. 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. Your Company is highly committed and having dedicated professionals as Directors on the Board of the
Company. The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations. The evaluation is done based on criteria namely, the quality, quantity and timeliness of flow of information between the company, management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Additionally, the Chairman of the Board was also evaluated after taking into account the views of Executive Directors and Non-Executive Directors in the aforesaid meeting.
The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of Board information and functioning, etc. Further, the performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In the Board meeting that followed the meeting of the Independent Directors and the meeting of Nomination and Remuneration Committee, performance of
the Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. More details on the same are given In the Annexure to Corporate Governance Report.
13. UNSECURED LOAN FROM DIRECTORS
During the year under review the Company has not received an unsecured loan from any of the Directors.
14. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES
The Nomination and Remuneration Committee of the Board has devised a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The Committee has also formulated the criteria for determining qualifications, positive attributes and independence of Directors. The Policy, inter alia, covers the details of the remuneration of nonexecutive directors, Key Managerial Personnel and Senior Management Employees, their performance assessment and retention features. The Policy has been put up on the Company's website at: www.cressanda.com
15. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:
a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
b) We have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made 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 at March 31,2023 and of its profits for the year ended on that date;
c) We have taken proper and sufficient care 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) We have prepared the annual accounts for the year ended March 31,2023 on a 'going concern' basis;
e) We have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
16. DEPOSIT
The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 ('the Act') and the Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits, unclaimed/ unpaid interest, refunds due to the deposit holders or to be deposited with the Investor Education and Protection Fund as on March 31,2023.
17. MAINTAINENCE OF COST RECORDS
The Company is not required to maintain Cost Records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013.
18. PARTICULARSOFCONTRACTSORARRANGEMENTS MADEWITH RELATED PARTIES
There are 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.
|
Amount (? in Lakhs)
|
|
Details of the Party entering into transaction
|
Details of CounterParty
|
Type of related party transaction
|
Value of the Transaction
|
|
Cressanda Solutions Limited
|
Mr. Saugat Mahapatra (Director)
|
Remuneration
|
46.5
|
|
Cressanda Solutions Limited
|
Mr. Manohar Iyer (Director)
|
Remuneration
|
8.15
|
|
Cressanda Solutions Limited
|
Ms. Soumyadri Bose (Director)
|
Remuneration
|
2.0
|
|
Cressanda Solutions Limited
|
Cressanda Food Solution Pvt Ltd
|
Investment
|
1.2
|
|
Cressanda Solutions Limited
|
Cressanda Analytica Pvt Ltd
|
Investment
|
1.2
|
|
Cressanda Solutions Limited
|
Cressanda E-platforms Pvt Ltd
|
Investment
|
10
|
|
Cressanda Solutions Limited
|
Cressanda Staffing Solution Pvt Ltd
|
Investment
|
1.2
|
|
Cressanda Solutions Limited
|
Pooja Behre
|
Remuneration
|
0.025
|
|
Cressanda Solutions Limited
|
Preeti Das
|
Remuneration
|
1.04
|
|
Cressanda Solutions Limited
|
Supriya Gandhare
|
Remuneration
|
0.025
|
19. 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.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure B."
21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations.
22. INTERNAL CONTROL SYSTEM
According to Section 134(5)(e) of the Act, the term Internal Financial Control ('IFC') means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company's internal control systems are commensurate with its size and the nature of its operations. The Audit Committee also deliberates with the members of the management, considers the systems as laid down and meets the internal auditors and statutory auditors to ascertain their views on the internal financial control systems. Further details are provided in the Management Discussion and Analysis Report which forms a part of the Annual Report.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the financial statements.
24. SHARE CAPITAL Authorized Share Capital
The Authorized Share Capital of your Company as on March 31,2023 stood at Rs. 70,00,00,000/- (Rupees Seventy Crores Only) divided into 70,00,00,000 Equity Shares of Rs. 1/- each.
25. DISCLOSURE REGARDING UTILISATION OF FUND RAISED THOUGH PREFRENTIAL ISSUE.
Your Company had raised Rs. 66,44,26,000 (Rupees Sixty-Six Crore Forty-Four Lakhs Twenty-Six Thousand only) through the Preferential Issue of 9,49,18,000 Convertible Equity Warrants. The fund has been utilized for its original object and also there have been no modification in the object neither funds were used other than its original object.
26. ALLOTMENT OF RIGHTS ISSUE
Post review, the Company has proposed Rights Issue of 2,46,49,206 equity shares with an issue price of Rs. 20/-(including premium of Rs. 19/- per Equity Share). The record date for the Issue was June 16, 2023. The Rights Entitlement ratio was 06:97.
27. ALTERATION OF MEMORANDUM OF ASSOCIATION
No alteration of Memorandum of Association has been occurred during the year.
28. COLLABORATION WITH FOREIGN ENTITY TO PROVIDE GAMUT OF DIGITAL SERVICES
Your Company signed a Memorandum of Understanding (MoU) with a consortium led by Buffshelfco 59 (Pty) Ltd. South Africa (Buffshelfco) for a three year period to provide cutting-edge user experience by delivering superior services in the domain of IT Infrastructure, Super App development, Digital Services and Marketing services across multiple static and mobile platforms to create a dependable, technologically advanced and smooth consumer experience to millions of customers across India.
29. WORK ORDER RECEIVED FROM EASTERN RAILWAYS
Your Company has successfully bagged prestigious order for in-coach digital advertising in the Kolkata Metro for a period of 5 years. The contract is renewable for an additional 5 years. Company aims to serve 7-8 lakh passengers daily with an annual target of 15 crore passengers and above. Your Company is in advance stages for the contract for providing in-coach wi-fi services. Kolkata Metro Trains operates about 39 trains daily which provide 15 hours services, each train has 9 coaches and each coach has 2 TVs on which the company has acquired exclusive rights for digital advertisement. For the total advertisement content 70% is for the commercial advertising on this platform and a 30% advertisement slot is reserved for government advertisements. In September 2022, Your Company applied to the Ministry of Railways for
Non-Fare Revenue (NFR) proposals to provide comprehensive services to the South-Eastern Railway (SER), including Wi-Fi, advertising, pick up and drop services and above all, moving. Infotainment services in trains offer preloaded multilingual content including movies, news, music videos and general entertainment through buffer-free media servers installed inside the coaches.
30. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
The Company does not have any Employee Stock Option Scheme/ Plan
31. DISCLOSURE REGARDING ACQUISITION OF SHARES OF CADCON EDUCATION PRIVATE LIMITED
In line with the strategy to build a global business. Your Company has acquired 20.1% of the issued and outstanding equity interest of Cadcon Education Private Limited and its subsidiaries free from all encumbrances.
32. ANNUAL RETURN
As required under Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2023, is available on the Company's website and can be accessed at https://www. cressanda.com/docs-category/updates/
33. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is applicable on the Company as on March 31, 2023. The Company will constitute a CSR committee and subsequently a policy thereunder, which will be available on the website of the Company at https://www.cressanda.com/ docs-category/bse-compliance/. Your Company is planning to undertake initiatives on CSR activities in ensuring year and will spend amount on CSR activities which is over and above over the requirement under the Act. Further, the Board will take on record the certificate from the head of Financial Management that CSR to be spent by the Company for financial year 2023-24 and will be utilized for the purpose and in the manner approved by the Board of Directors of the Company and applicable regulations and law.
34. STATUTORY AUDITORS
M/s. Rishi Sekhri & Associates, Chartered Accountants (Firm Registration No. 128216W) is acting as the Statutory Auditor of the Company to hold office until the conclusion of the 41st Annual General Meeting of the Company.
The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134 of the Companies Act,
2013. The Auditors' Report is enclosed with the financial statements in this Annual Report. There is no incident of fraud requiring reporting by the auditors under Section 143(12) of the Companies Act, 2013.
35. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Mohit Vanawat and Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Audit Report of the Secretarial Auditors of the Company for the financial year ended March 31,2023 is attached hereto as Annexure D.
Pursuant to Regulation 24A of the Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from a Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars / guidelines issued there under and the same were submitted with the Stock Exchanges. The observations and comments given by the Secretarial Auditor in their Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.
36. SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable Secretarial Standards, SS-1 and SS-2, issued by The Institute of Company Secretaries of India.
37. REPORT ON CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.
38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), is presented in a separate section forming part of this Annual Report.
39. 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.
40. WHISTLE BLOWER POLICY (VIGIL MECHANISM)
In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism
to address the genuine concerns, if any, of the directors and employees. The details of the same have been stated in the Report on Corporate Governance and the policy can also be accessed on the Company's website at the link: www. cressanda.com
41. COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year, no such complaints were received.
42. 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. Rishi Sekhri & Associates, 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.
43. 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.
44. INDUSTRIAL RELATIONS
During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.
45. 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.
46. 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 make necessary arrangements with CDSL to provide facility for remote e-voting and voting at the AGM. The details regarding e-voting facility is given with the notice of the Meeting.
47. 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.
48. 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. 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.
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
49. 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.
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