To,
The Members of,
CRESSANDA RAILWAY SOLUTIONS LIMITED
(Formerly known as Cressanda Solutions Limited)
Your directors take pleasure in presenting the 40th Annual Report along
with the Audited Standalone and Consolidated Financial Statements for the year ended 31st
March, 2025.
HIGHLIGHTS OF FINANCIAL PERFORMANCE ON STANDALONE BASIS
Total Revenue: During the Financial Year 2024-25, the total
revenue of the Company is decreased by 74.70% from _9,854.94 Lakhs to _2,493.78 Lakhs as
compared to the previous Financial Year 2023-24. The revenue has decreased mainly on
account of the Company has not carried out trading of food grains during the financial
year 2024-25 and the Company has carried out its business activities of the company in the
main segments i.e., Railway Auxiliary Services.
Expenditure: During the year, total expenditure has decreased by
73.29% from _9,230.30 Lakhs in FY 2023-24 to _2,465.02 Lakhs in the current FY 2024-25.
The decrease in expenses is largely on account of the decrease in purchase of trading of
food grains and the decrease in employee benefit expenses, however, other expenses have
increased from _1,360.31 Lakhs in FY 2023-24 to _2,236.73 Lakhs in FY 2024-25.
Employee benefits expenses: During the year under review, the
Employee benefits expenses decreased by 12.88% from _203.83 Lakhs to _177.56 Lakhs as
compared to the previous financial year. The key reason for decrease is because of
non-continuation of trading of food grains business.
Finance Cost: The finance cost decreased by 14.02% from 8.34
Lakhs in FY 2023-24 to _7.17- Lakhs as compared to the previous FY 2023-24.
Operational & other Expenses: The operational & other
expenses increased by 64.43% from _1,360.31 Lakhs to _2236.73akhs as compared to the
previous FY 2023-24 mainly on account of licensee fees.
Profit before Tax: During the year, there is decrease in the
Profit before Tax by 95.51% for _43.17 Lakhs as compared to of _962.34 Lakhs in the
previous FY 2023-24 on non-continuation of trading of food grains business from the
previous financial year.
Non-Current Liabilities: The non-current liabilities have
decreased by 66.40% from _29.29 to _9.84 Lakhs as compared to the previous FY 2023-24
owing mainly to lease liabilities.
Current Liabilities: The current liabilities have decreased from
_5,293.18 Lakhs to _1,146. 91 Lakhs as compared to the previous FY 2023-24
Non-Current Assets: The non-current assets have decreased from
_4.574.97 Lakhs to _3,325. 73 Lakhs as compared to the previous FY 2023-24.
Current Assets: The current assets have decreased by 13.86% from
_15,380.49 Lakhs to _13,248.62 Lakhs as compared to the previous FY 2023-24.
SUMMARISED PROFIT AND LOSS ACCOUNT
|
Standalone |
Consolidated |
| Particulars |
31-03-2025 |
31-03-2024 |
31-03-2025 |
31-03-2024 |
| Revenue from Operations (Net) |
2,045.55 |
9,344.59 |
3,246.4 |
20,466.58 |
| Other Income |
448.23 |
510.34 |
449.47 |
511.64 |
Total Income |
2,493.78 |
9,854.94 |
3,695.87 |
20,978.22 |
Earnings before Interest, Depreciation and
Tax (EBIDTA) |
87.71 |
1,002.42 |
100.39 |
1,607.04 |
| Less: Interest |
7.17 |
8.34 |
8.39 |
9.75 |
| Less: Depreciation |
37.37 |
31.73 |
37.92 |
39.42 |
Profit Before Tax |
43.17 |
962.35 |
54.08 |
1,557.87 |
| Less: Current Tax |
11.17 |
17.35 |
14.00 |
177.9 |
| Deferred Tax |
0 |
0.42 |
0 |
0.42 |
Net Profit for the Year |
32 |
944.58 |
40.08 |
1,379.55 |
| EPS (Equity Share of _1/- each) |
|
|
|
|
| Basic |
0.01 |
0.23 |
0.01 |
0.346 |
| Diluted |
0.01 |
0.23 |
0.01 |
0.346 |
COMPANY'S AFFAIRS & REVIEW OF OPERATIONS
The business of the company is continuing as a going concern. The
company is the 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. Cressanda
Railway Solutions Limited is an innovative, and technology-driven company and a pioneer in
it's field.
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 the overall customer experience.
Cressanda joined hands with Broadcast Engineering Consultants India
Limited (BECIL) a Govt. of India Enterprise under the 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 onboard Wi-Fi,
internet services and Content on Demand in Mail/Express and premium trains. the right to
advertise on the interior/exterior surfaces of over 500 Mail Express/Premium
trains/Intercity 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
cover 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 2024-25 and propose 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, 2025 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,
2025 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 31st March
2025 was _7,000.00 Lakhs divided into 70,00,00,000 equity shares of _1/- each. The paid-up
Equity Share Capital of the Company as on 31st March, 2025 was _42,31,44,706 divided into
41,49,02,690 fully paid-up equity shares of _1/- each and 82,42,016 partly paid-up shares
of _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 2024-25 and the Custodian fee to the CDSL and NSDL for the financial year
2024-25. The shares of the Company are regularly traded at BSE Ltd.
During the year under review, the Company has forfeited 8,18,504 partly
paid-up equity shares issued pursuant to the Rights Issue, on which the holders thereof
failed to pay the balance call money in pursuant to the final call money cum forfeiture
notice dated 6th August 2024.
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 31st March, 2025 is
_22.25 Lakhs (Previous year _28.04 Lakhs). Your Company continues to focus on the
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 31st March,
2025. 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.
| S. No. |
Particulars |
Amount in _ |
| 1. |
Details of Deposits accepted during the year |
Nil |
| 2. |
Deposits remaining unpaid or unclaimed at the
end of the year |
Nil |
| 3. |
Default in repayment of deposits At the
beginning of the year Maximum during the year At the end of the year |
N.A. |
| 4. |
Deposits not in compliance with law |
N.A. |
| 5. |
NCLT/ NCLAT orders with respect to depositors
for extension of time and penalty imposed |
N.A. |
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has made investments and provided loans and advances, which
are 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 2024-25 as
required under the provisions of Section 135 of the Companies Act, 2013 and the rules made
thereunder. 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:
| Category |
No. of complaints pending at the
beginning of the FY 2024-25 |
No. of complaints filed during the
FY_2024-25 |
No. of complaints disposed of during FY
2024-25 |
No. of complaints pending at the end of
the FY 2024-25 |
| Sexual Harassment |
Nil |
Nil |
Nil |
Nil |
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, 2025 your company has the following subsidiary
companies:
1. Cressanda Renewable Energy Solutions Limited
2. Cressanda Retail Solution Private Limited (Formerly known as
Cressanda Food Solution Private Limited)
3. Cressanda E-Platform Private Limited
4. Cressanda Consumers Private Limited (Formerly known as Cressanda
Staffng Solution Private Limited)
5. Cressanda Analytica Services Private Limited
6. Mastermind Advertising Private Limited
7. Cressanda Green Energy Vehicle 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 Green Energy Vehicle with the
Incorporation of Cressanda Green Energy Vehicle Limited.
Your board during the year under review, has incorporated a
wholly-owned subsidiary company in the name and style of Cressanda Green Energy Vehicle
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 Green Energy Vehicle modules, cells, accessories.
Cressanda Subsidiary Entered Into An Exclusive Distributorship With
Patanjali Peya Pvt. Ltd.
*Cressanda'S Subsidiary Enters Into An Exclusive Distributorship
With Bharatiyam Distribution Pvt. Ltd.
BOARD OF DIRECTORS, THEIR MEETINGS & KMPS Constitution of the Board
As on March 31, 2025, the company's board comprised 6 (Six)
Directors, which includes 4 (Four) Independent Directors including 1 (one) Women
Independent Director, and 2 (Two) Executive Directors.
The details are as follows:
| S. No. |
Name |
DIN |
Designation |
| 1. |
Chander Parkash Sharma |
02143588 |
Chairman & Independent Director |
| 2. |
Arun Kumar Tyagi |
05195956 |
Managing Director |
| 3. |
Pankaj Agarwal |
10943582 |
Executive Director |
| 4. |
Nisha Asija Zutshi |
10348173 |
Women Independent Director |
| 5. |
Mukesh Wardhan Tyagi |
00047133 |
Independent Director |
| 6. |
Satya Prakash |
08489173 |
Independent Director |
Further, as on the date of report the board of the company comprised of
6(six) directors. As Mr. Rajkumar Dinesh Masalia (DIN: 09772787), Executive Director
tendered his resignation w.e.f., February 24, 2025 due to his Personal Reasons. In Place
of Mr. Rajkumar Dinesh Masalia, Mr. Pankaj Agarwal (DIN: 10943582) Joined the Cressanda
and he holds the position of Executive Director of the Company and Mr. Vijay Solanki has
tendered his resignation from the post of Non-Executive Director and Chief Technical
Officer of the company w.e.f., June 21, 2024 due to his medical issues
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.
Board Independence
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 2024-25. 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
Appointment/Re-Appointment
Mr. Arun Kumar Tyagi (DIN:05195956) Managing Director is 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 as the Chief Financial
Officer and Mr. Sunil Kumar Trivedi as a Company Secretary & Compliance Officer are
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:
| S. No. |
Name |
Designation |
Appointment/Resignation |
Date |
| 1. |
Mr. Rajkumar Dinesh Masalia |
Executive - Director |
Resignation |
24-02-2025 |
| 2. |
Mr. Vijay Solanki |
Non-Executive Director and Chief Technical
Officer |
Resignation |
21-06-2024 |
| 3. |
Mr. Pankaj Agarwal |
Executive - Director |
Appointment |
27-02-2025 |
| 4. |
Ms. Neha Gupta |
Chief Financial Officer |
Resignation |
02-07-2024 |
| 5. |
Mr. Hemant Singh |
Chief Financial Officer |
Appointment |
03-07-2024 |
| 6. |
Ms. Tushti Sharma |
Company Secretary & Compliance Officer |
Resignation |
15-08-2024 |
| 7. |
Mr. Sunil Kumar Trivedi |
Company Secretary & Compliance Officer |
Appointment |
18-09-2024 |
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 40th 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 13 (Thirteen) times in the Financial Year 2024-25 viz.,
May 3, 2024; June 12, 2024; July 2, 2024; July 29, 2024; August
1, 2024; August 14, 2024; September 6, 2024; September 18, 2024;
September 25, 2024, October 23, 2024; November 14, 2024; February 12, 2025; February 27,
2025.
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, 2025 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 2024-25 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. Agrawal Jain & Gupta, Statutory
Auditors of the Company, tendered their resignation with effect from 14th August, 2024,
citing disagreement with the management regarding their qualified opinion on the Financial
Statements.
To fill the resultant casual vacancy, the Board of Directors, on 14th
August, 2024, appointed M/s. H Rajen & Co., Chartered Accountants, Mumbai (Firm
Registration No. 108351W), as Statutory Auditors of the Company 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). The said
appointment was subsequently approved by the members at the 39th Annual General Meeting of
the Company.
Accordingly, M/s. H Rajen & Co. have been appointed as Statutory
Auditors of the Company to hold office for a period of five (5) consecutive years, i.e.,
from the conclusion of the 39th Annual General Meeting till the conclusion of the 44th
Annual General Meeting, to examine and audit the accounts of the Company.
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 Mehul Raval & Associates Practicing Company Secretaries;
(ACS 28155, CP 10500) to undertake the Secretarial Audit for the year, 2024-25. 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
2024-25.
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 standards 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, 2025, 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, 2025 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 the 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 31st
March, 2025, 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.
CREDIT RATING OF SECURITIES:
The Company has not obtained any credit rating for its securities.
DETAILS OF FAILURE TO IMPLEMENT ANY CORPORATE ACTION:
During the year the Company has not failed to execute any corporate
action.
APPOINTMENT OF DESIGNATED PERSON _MANAGEMENT AND ADMINISTRATION_ RULES
2014 _ RULE 9 OF THE COMPANIES ACT 2013:
In accordance with Rule 9 of the Appointment of Designated Person
(Management and Administration) Rules 2014, it is essential for the company to designate a
responsible individual for ensuring compliance with statutory obligations.
The company has proposed and appointed a Designated person in a Board
meeting and the same has been reported in Annual Return of the company.
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 a 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.
|
Chander Parkash Sharma |
| Place: Mumbai |
Chairman & Independent Director |
| Date: August 30, 2025 |
DIN : 02143588 |
|