Cressanda. Solutions Limited

Transcription

1 Cressanda Solutions Limited ANNUAL REPORT

2 Board of Directors : Mr. Ajit Kumar Tulsian Mr. Aman Pradeep Choudhary Mr. Ankit Kumar Agarwal Registered Office : 21 New Marine Lines, Churchgate, Office No. 307, 3rd Floor, Maker Bhavan 3, Mumbai Contents Page Auditors : M/s. Agarwal Sanganeria & Co. Chartered Accountants Registrar and Share Transfer Agent : Share Pro Services (India) Private Limited 13 AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange Lane, Off Andheri Kurla Road, Sakinaka, Mumbai Notice... Directors Report... Management Discussion and Analysis Report Report On Corporate Governance... Auditors Report... Annexure to Auditors Report... Balance Sheet... Profit & Loss Account... Cash Flow Statement... Notes to Accounts

3 Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of the shareholders of Cressanda Solutions Limited will be held at N.J. Nair Conference Room, 4 th Floor, Bholgilal Hargovindas Building, 18/20 K Dubash Marg, Kalaghoda, Fort, Mumbai on Saturday the 7 th day of September 2013 at 10:00 a.m. for transacting the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Balance Sheet as at 31 st March, 2013 and the Statement of Profit & Loss and Cash Flow Statement for the financial year ended on that date and the reports of Directors and the Auditors thereon. 2. To appoint a director in place of Mr. Ajit Kumar Tulsian, who retires by rotation, and being eligible offers himself for re-appointment. 3. To consider and if thought fit, to pass with or without modification, the following as an ORDINARY RESOLUTION: RESOLVED THAT Agarwal & Sanganeria Chartered Accountants, (Firm Registration No E) be and are hereby reappointed as Auditors of the Company, to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting. RESOLVED FURTHER THAT the remuneration payable together with the out-of pocket expenses, if any, and the installments in which the remuneration is payable to the Auditors shall be such as shall be mutually agreed upon between the Board of Directors and the Auditors. SPECIAL BUSINESS: 4. To consider and if thought fit pass with or without modification the following as an SPECIAL RESOLUTION: RESOLVED THAT pursuant to the provisions of Section 94 and other applicable provisions, if any, of the Companies Act, 1956 ( the Act ) and the provisions of Article 72(b) of the Article of Association of the Company and subject to the approvals, consents, permissions and sanctions as may be necessary from appropriate authorities or bodies, each of the 4,40,00,000 equity shares of the nominal value of Rs 10/- each in the authorised share capital of the Company be sub divided into 44,00,00,000 equity shares of Re 1/- each and that Clause V (being the Capital Clause) of the Memorandum of Association of the company relating to equity shares be altered accordingly BY ORDER OF THE BOARD Place: Kolkata Dated: 24 th July 2013 NOTES: Sd/- Aman Choudhary Director 1. The Explanatory Statement pursuant to Section 173 of the Companies Act, 1956 in respect to the business under items 4 is annexed herewith. 2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the Company. 3. Proxies should be deposited at the Registered Office of the Company not less than forty-eight hours before the commencement of the meeting. 4. The Register of Members and Share Transfer Books will remain closed from 30 th August to 7 th September 2013, both days included. 1

4 5. No dividend has been proposed by the board for the year ended March 31, Notice of the annual general meeting and Annual Report of the company will be sent to those shareholders whose name will appear in the register of members received from the depositories as on Friday, August 2nd, Members are requested to send their queries, if any, to reach the Company s Registered office at least 10 days before the date of the meeting so that information can be made available at the meeting. 8. As required by the Clause 49 of the Listing Agreement, the particulars of Directors seeking re-appointment as Item No. 2 is given below Name of the Director : Mr Ajit Kumar Tulsian Date of Birth Date of Appointment Qualifications Expertise in specific functional area Directorship held in other public companies (excluding Directorships in foreign and private companies & alternate directorships) Memberships / Chairmanships of Committees in public companies Shareholding, if any, in the Company Disclosure of relationship 24 th January /02/2013 Chartered Accountant Financial Consultant, Taxation and Auditing Professional None None None Director and Shareholder in the promoter company Annexure to Notice Explanatory Statement pursuant to Section 173 of the Companies Act, 1956: The following explanatory statement sets out material facts relating to the Special Business mentioned in the accompanying Notice and should be taken as forming part of the notice. Special Business For Item No.4 Mr. Ajit Kumar Tulsian Director informed the members that the market price of the shares has witnessed significant spurt over past several months. Hence in order to improve the liquidity of the company s share in the stock market and to make it affordable to small investors, it is decided to sub divide the nominal value of equity shares from Rs. 10 per share to Rs. 1 per share. BY ORDER OF THE BOARD Place : Kolkata Dated : 24 th July 2013 Sd/- Aman Choudhary Director 2

5 Directors Report To The Members Your Directors have pleasure in presenting their Annual Report together with Audited Statement of Accounts for the year ended 31 st March Financial Results Previous year ended 31/03/2013 Amount (Rs.) Total Income 1,06,23,186.75/- Total Expenditure 56,83,421.56/- Profit before depreciation, interest & taxation 55,56,983.10/- Depreciation & Amortisation 1,26,438.46/- Profit/(Loss) before Tax 49,39,765.19/- Provision for Taxation Current, FBT & Deferred 9,35,000/- Profit/(Loss) after Tax 40,03,673.19/- Amount carried forward to Balance Sheet 62,81,735.55/- Dividend The Directors do not recommend payment of dividend for the financial year. Corporate Governance The company has complied with all the mandatory requirements as prescribed under clause 49 of the Listing Agreement with Bombay stock Exchange Limited (BSE). A separate section on corporate governance forms part of Annual Report. A certificate regarding compliance of condition of Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report. Directors retiring by rotation Mr Ajit Kumar Tulsian, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Directors Responsibility Statement Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that: a) In the preparation of annual accounts, the applicable accounting standards have been followed; b) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of financial year and of the profit of your Company for the year; c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and d) The Annual Accounts have been prepared on a going concern basis. 3

6 Audit Committee The Audit Committee comprises of Mr. Ajit Kumar Tulsian (Chairman), Mr. Ankit Agarwal. The Audit Committee meets 4 times during the year under review. Auditors M/s Agarwal Sanganeria & Co., Chartered Accountants retires at the conclusion of the ensuing Annual General Meeting, and being eligible, offer them for reappointment. The Company has received a Certificate from the auditors to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, Auditor s Report The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanation. of Employees Information as per Section 217(2A) of the Companies Act, 1956 read it with Companies ( of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section. Additional Information Information pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology, foreign exchange earnings and outgo are not applicable to the Company u/s 217(1)(e) of the Companies Act, 1956, for the year. Acknowledgement The Directors wish to place on record their sincere appreciation for the committed and dedicated services of the employees of the Company, who have ensured that the company continues to grow at a faster pace. The Board also wishes to thank Government of India, various State Governments and the Company s Bankers for all the help and encouragement they extend to the Company. Your Directors deeply acknowledge the continued trust and confidence that the Shareholders, Customers, the Dealers and the Suppliers have placed in your Company. Place : Mumbai Date: 10 th July 2013 For and on behalf of the Board Sd/- Aman Choudhary Director 4

7 MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERVIEW: The financial statements have been prepared in compliance with the requirements of the Companies act, 1956, and Generally Accepted Accounting Principles (GAAP) in India. The management of the Company accepts responsibility for integrity and Objectivity of these financial statements as well as various estimates and judgments. GLOBAL AND INDIAN ECONOMY AND REALTY AND SOFTWARE SECTOR IN INDIA: The real estate sector in India is of great importance. The real estate companies are coming up with various residential and commercial projects to fulfill the demand for residential and office properties in Tier-II and Tier-III cities. The growth in real estate in Tier-II and Tier-III cities is mainly due to increase in demand for organized realty and availability of land at affordable prices in India. The Indian software industry is poised for a strong revenue growth driven by social media, mobility, analytics and cloud. The Indian IT industry has been primarily identified with software services. A number of software product firms have grown over the last decade from a little over 100 in the year 2000 to nearly 2,400 in According to the industry body NASSCOM, the revenue from the software product segment currently stands at $2.2 billion and is expected to reach $10 billion by Business Environment and Outlook: Diversification Strategy We continue to take steps to diversify our business along various dimensions. The advantage of this is both in terms of tapping a wide spectrum of business opportunities as well as diverse competencies to achieve excellence in all that we do. This strategy also provides immense scope for cross learning and innovation. The Company plans to operate in areas like E-Governance projects, software design & development, Customer support out-sourcing, Infra properties development etc. Our range of services will include internet and intranet solutions, system integration, networking solutions and infra projects outsourcing and labour contracts. Customers are looking for service-providers who can offer them services, which are cost-effective, possess domain expertise and can handle greater complexity and program management responsibility and capabilities on technology that can result in productive gains. The company targets new customer segments and market verticals. Threats Risks & Concerns (i) Competitive pressures : IT is one sector that is spreading its wing fast throughout the world and India is becoming a preferred destination for global IT players. As a result the competitive pressure is intensifying. The company has to operate in this competitive scenario and acquire a grip in the market to hold its foot firmly and upkeep the brand name. (ii) Talent supply constraint: Both the IT as well as the infrastructure sector seek Talent. This increases the cost of the talent. The company has to ensure that it acquires good talent and retains it in order to constitute its major competitive edge. The company maintains excellent work environment and competitive package for this purpose. 5

8 (iii) Technology Obsolescence: These are the days when technology takes no time to become obsolete. Thus, to be at par with its competitors, the company has to ensure that it constantly updates and upgrades its technology. (iv) Government Policies: As and when there is a change in the Government, there might be a change in its policies too. Any adverse changes in its policies may affect the business operations of the company. (v) Downturn in industries being served: Any downturn in the industry being served could have an impact on the Company s business. Internal Control System The Company has in place adequate system of internal control commensurate with its size and nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized uses or lose, executing transactions with proper authorization and ensuring compliance of corporate policies. Financial Performance During the year under review, the Company earned a total income of Rs.1,06,23,186.75/- as compared to Rs.7,92,93,435/- in the previous year. The Company has incurred a Net Profit of Rs.40,03,673.19/- (Previous Year Net Profit of Rs. 15,46,279.19/-). Outlook As a forward looking statement it can be noted that the Company appears to heading better all round per formance during the coming years. Towards this, the Company is working on various softwarepackages. The company looks forward to a favorable year. Disclaimer The information and opinion expressed in this section of the Annual Report may contain certain statements, which the management believes are true to the best of its knowledge at the time of its preparation. The Company and the Management shall not be held liable for any loss, which may arise as a result of any action taken on the basis of the information contained herein. Place: Mumbai Date: 10 th July 2013 On Behalf of the Board of Directors Sd/- Aman Pradeep Choudhary Director 6

9 REPORT ON CORPORATE GOVERNANCE FOR THE YEAR (Pursuant to Clause 49 of the Listing Agreement) The Company pursuant to Clause 49 of the listing agreement with the Stock Exchanges furnishes its report on the code of Corporate Governance 1) Company s Philosophy on Code of Governance The Company s activities are carried out in accordance with good corporate practices and the company is constantly striving to better them by adopting best practices. It is firmly believed that good governance practices would ensure efficient conduct of the affairs of the Company and help it achieve its goal of maximizing value of its stakeholders. The Company will continue to focus its resources, strengths and strategies to achieve its vision; i.e. becoming one of the highly competitive organization in its field along with upholding the core values of transparency, integrity, honesty and accountability, being the fundamental of our Organization. The Board of Directors believe that excellence in Corporate Governance Practices can be achieved only if the spirit of Corporate Governance is followed right from the top management to the last level employee of the Company. 2) BOARD OF DIRECTORS The Board comprises of 3 Directors, as on March 31, All the Directors are well experienced in their respective fields with experience in overall Management, Finance and Law. They bring a wide range of skills and experience to the Board. Since the commencement of financial year till March 31, 2013, a total of 8 Board Meetings were held on the following dates viz , , , , , , and. The maximum time gap between two board meetings did not exceed the limits prescribed in Clause 49 of listing agreement. The details of attendance of the Directors at the Board Meeting during the year and at the Annual General Meeting are given below: Sr. No. Name of Directors Category No. of meeting for which the director was eligible No. of meetings attended Whether attended last AGM Number of Other Directorship No. of membership of Committees in other Public Ltd Companies 1 Mr. Rahul Agarwal Non Executive Director 7 7 Yes Mr. Rohit Agarwal Non-Executive Director 7 7 Yes Mr. M N Shenoy Executive Director 7 7 Yes Mr. Rohit Khaitan Non-Executive Director 7 7 No Ms. Geetha Darbha Non-Executive Director 7 7 No Mr. Ajit Kumar Tulsian Non-Executive Director 2 2 No 1 None 7 Mr. AmanPradeepChoudhary Executive Director 2 2 No 1 None 8 Mr. Ankit Kumar Agarwal Executive Director 2 2 No 1 None 7

10 Note: An EGM was conducted on Monday, the 30th day of July, 2012 pursuant to an Order made on the 22nd day of June, 2012 by the High Court Judicature at Bombay. The Hon ble High Court had directed that a meeting of the Equity Shareholders of the company be held, to consider and pass a resolution approving the Scheme of Amalgamation and Arrangement of Smartchamps It and Infra Limited with the company. Also to approve the reduction of Share Capital of the company from Rs. 9,00,00,000/- (Rupees Nine Crores only) divided into 90,00,000 (Ninety Lakhs) shares of Rs. 10/- each to Rs. 45,00,000/- (Rupees forty five lakhs only) divided into 4,50,000 shares of Rs. 10/- each. This is to be done through adjustment of paid up capital with the Accumulated Losses of Rs. 8,55,00,000/- of the Company. Both the resolutions were approved at the meeting. of Retired Directors: Mr. Rahul Agarwal, Mr. Rohit Agarwal, Mr. M.N. Shenoy, Mrs. Geetha Darbha and Mr. Rohit Khaitan retired during the year under review. 3) Board Committees The Board has constituted the following Committees of Directors (a) Audit Committee (i) Terms of Reference The role and terms of reference of Audit Committee are as set out in clause 49(II) (D) and (E) of the Listing Agreement and Section 292A of the Companies Act, 1956 besides other terms as may be referred by the Board of Directors. (ii) Composition The Audit committee comprised of Mr. Rahul Agarwal and Mr. M.N. Shenoy for the major portion of the year and then of Mr. Ajit Kumar Tulsian and Mr. Ankit Agarwal for the rest of the year. All the directors have good knowledge of corporate and project finance, accounts and Company law. The committee held four meetings during the year. The audit committee considered audit reports covering operational, financial and also the quarterly results of the Company. The minutes of the meetings of the audit committee are placed before the Board. Attendance of the Members at the Meetings of Audit Committee held during ; Audit Committee Members Category Meetings during the year Held Attended Mr. Rahul Agarwal Non-Executive Director 3 3 Mr. M.N. Shenoy Executive Director 3 3 Mr. Ajit Kumar Tulsian Non-Executive Director & Compliance Officer 1 1 Mr. Ankit Kumar Agarwal Executive Director 1 1 8

11 b) Shareholders/Investors Grievance Committee The Company has constituted a shareholders/investors grievance committee, to look into redressed of investor s complaints and requests like delay in transfer of shares, non-receipt of annual report etc. The committee comprises of One Non-Executive Director and One Executive Director Mr. Ajit Kumar Tulsian, being the chairman of the committee and Mr. Aman Pradeep Choudhary being the other member of the committee. NAME, DESIGNATION, AND ADDRESS OF COMPLIANCE OFFICER: Mr. Sanjay Jain Authorised Signatory 36, Sir Hari Ram Goenka Street, 3 rd Floor, Kolkata West Bengal 4) COMPLIANCE WITH OTHER MANDATORY REQUIREMENTS (a) DISCLOSURE As required by revised clause 49, a statement in summary form of transactions with related parties are being periodically placed before the Audit Committee. (b) DISCLOSURE OF ACCOUNTING TREATMENT In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable (c) DISCLOSURE ON RISK MANAGEMENT The Company has laid down procedures to inform Board members about the risk assessment and minimisation procedures. The Board shall periodically review the same. (d) CODE OF CONDUCT The Board has formulated a code of conduct for the Board members of the Company. All Board members have affirmed their compliance with the code. A declaration to this effect signed by the Chairman of the Board of Directors of the company is given elsewhere in the Annual Report. (e) CEO / CFO CERTIFICATIONS As required under clause 49 of the Listing Agreement, certification from Mr. Aman Pradeep Choudhary of the company was placed before the Board of Directors at its meeting held on 6 th July (f) Review of Director s Responsibility Statement The Board in its report have confirmed that the annual accounts for the year ended March 31, 2013 have been prepared as per applicable accounting standards and policies and that sufficient care has been taken for maintaining adequate accounting records. 9

12 5) COMPLIANCE WITH NON MANDATORY REQUIREMENTS (a) Tenure of Independent Directors on the Board The company has not yet fixed any tenure for the Independent Directors on the Board of the Company. (b) SHAREHOLDERS RIGHTS Half yearly report is not sent to each household of shareholders. However, the results of the Company are published in the newspapers. (c) AUDIT QUALIFICATIONS Strategic decisions were taken during the year resulting in unqualified financial statements of the Company. (d) TRAINING OF BOARD MEMBERS The Company has not yet adopted any training program for the members of the Board. (e) WHISTLE BLOWER POLICY The Company has not adopted any Whistle Blower policy. 6) Details of Annual General Meeting The Annual General Meeting of the Company will be held on Friday, at N.J. Nair Conference Room, 4 th Floor, Bholgilal Hargovindas Building, 18/20 K Dubash Marg, Kalaghoda, Fort, Mumbai The details of last 4 Annual General Meetings were as under: Financial Year Venue Date Time Flat No. 102, Arihant Building, 15 th Road, Bandra (W), Mumbai /09/ P.M Flat No. 102, Arihant Building, 15 th Road, Bandra (W), Mumbai /09/ A.M Flat No. 102, Arihant Building, 15 th Road, Bandra (W), Mumbai /08/ A.M Flat No. 102, Arihant Building, 15 th Road, Bandra (W), Mumbai /07/ A.M. No resolution was passed by postal ballot in the last year. No resolution is proposed to be passed by postal ballot at the ensuing AGM. 7) DISCLOSURE 1. The Company has entered into related party transaction as set out in the notes to accounts, which are not likely to have a conflict with the Company s interest. 2. There were no material pecuniary relationships or transactions of the Non-Executive Directors visàvis the Company. 3. There were no material transactions of the Company with its promoters, directors, management or their relatives that may have potential conflict with the interest of the Company at large. 4. There were no penalties or strictures imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets at any time during last 3 years. 10

13 8) MEANS OF COMMUNICATION a) Quarterly / Half yearly financial results of the company are forwarded to Bombay Stock Exchange Limited and published in Free Press Journal and Navshakti. Half yearly report is not sent to each household of shareholders. However, the results of the company are published in the newspapers. b) The Company has not made any presentation to any institutional investors or to any analysts during the year. c) The Company does not have a website. 9) General Shareholder Information (a) Annual General Meeting Date and Time : 7 th September, 2013 at 10 am Venue : N.J. Nair Conference Room, 4 th Floor, Bholgilal Hargovindas Building, 18/20 K Dubash Marg, Kalaghoda, Fort, Mumbai (b) Book Closure Date : 30th August 2013 to 7th September 2013 (c) Registered Office : Office No. 307, 3 rd Floor, Maker Bhavan 3, 21, New Marine Lines, Churchgate, Mumbai , Maharashtra (d) Dividend Payment Date: No dividend is recommended for the Financial Year (e) Listing of Equity Shares on Stock Exchange: Company s equity shares are listed on Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai Our shares are also demat with NSDL & CDSL. The company has paid listing fees for the year (f) Stock Code: (i) The Stock Exchange, Mumbai : (ii) The ISIN No. : INE117K01013 (g) Registrar and Share Transfer Agent The Company has appointed Share Pro Services (India) Private Limited as its Registrar & Share Transfer Agents. Shareholders are advised to approach Share Pro Services (India) Private Limited on the following address for any shares related queries and problems: Share Pro Services (India) Private Limited 13 AB, Samhita Warehousing Complex, 2 nd Floor Sakinaka Telephone Exchange Lane Off AndheriKurla Road Sakinaka, Mumbai Tel No /400 Extn 332 Fax No

14 (h) Share Transfer System Share transfers in physical form are registered and returned within the stipulated time, if documents are clear in all respects. Officers / Directors of the Company have been authorized to approve transfers. Trading in Equity Shares of the Company is permitted only in dematerialised form. All requests for Dematerialisation of shares are processed and the confirmation is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within the stipulated time. Up to , 72% equity shares of the Company have been dematerialized (i) Distribution of Shareholding The broad shareholding distribution of the Company as on March 31, 2013 with respect to categories of investors was as follows: Category of Investors No. of Shareholders No. of Shares Held % of Shareholding 1) Promoters ) Non Institutions (i) Bodies Corporate (ii) Individuals (a) Holding Nominal Share Capital upto Rs. 1 Lakh (b) Holding Nominal Share Capital in excess of Rs. 1 Lakh (iii) Non Resident Total The broad shareholding distribution of the Company as on March 31, 2013 with respect to size of holdings was as follows: Range (No. of Shares) No. of Shareholders % of total shareholders No. of shares per category % of total shares Less Than More than Total (j) Address for correspondence Shareholders are requested to direct all share related correspondence to Share Pro Services (India) Private Limited and only non share related correspondence and complaints regarding Adroit Corporate Services Private Limited to the Compliance Officer at the registered office of the Company. 12

15 (k) (l) Outstanding GDR/ADRs/Warrants and Convertible bonds, conversion date and likely impact on the equity: The company has not issued any GDRs, ADRs during the year. Declaration Code of Conduct It is hereby affirmed that all the directors have complied with the Code of Conduct framed by the Company and a confirmation to that effect has been obtained from the directors. AUDITOR S CERTIFICATE The Auditor s Certificate dated May 27, 2013 issued by M/s Agarwal & Sanganeria & Co, Chartered Accountants, Statutory Auditors on compliance of the Corporate Governance requirements by the Company is annexed herewith. Place : Mumbai Date: 10 th July 2013 On behalf of the Board of Directors Sd/- Aman Choudhary Director 13

16 AUDITOR S REPORT To the Members of We have audited the accompanying financial statements of, which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ( the Act ). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. 1. As required by the Companies (Auditor s Report) Order, 2003 ( the Order ) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 2. As required by section 227(3) of the Act, we report that: a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit. 14

17 Place: Kolkata Date: 27 th May 2013 b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. c) the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; e) on the basis of the written representations received from the directors as on March 31, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, For Agarwal Sanganeria & Co Chartered Accountants Firm Regn No E Sd/- Pawan Kr Agarwal Partner C.A. Membership No

18 The Annexure referred to in paragraph 1 of the Our Report of even date to the members of CRESSANDA SOLUTIONS LIMITED, on the accounts of the company for the year ended 31 st March, On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that: 1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. 16 (b) (c) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification. In our opinion and according to the information and explanations given to us, no fixed asset has been disposed off during the year and therefore does not affect the going concern assumption. 2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. (b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. (c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancies were noticed on physical verification of stocks by the management as compared to book records. 3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company. (e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, Thus sub clauses (f) & (g) are not applicable to the company. 4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed. 5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section. (b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceed five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises. 6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business. 8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

19 9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31 st of March, 2013 for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, there is no amount payable in respect of income tax, wealth tax, service tax, sales tax, custom duty and excise duty which have not been deposited on account of any disputes. 10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year. 11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders. 12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor s Report) Order, 2003 (as amended) is not applicable to the Company. 14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor s Report) Order, 2003 are not applicable to the company. 15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution. 16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year. 17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company. 18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year. 19. The Company has no outstanding debentures during the period under audit. 20. The Company has not raised any money by public issue during the year. 21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor we have been informed of such cases by the management. For Agarwal Sanganeria & Co Chartered Accountants Firm Regn No E Date: 27 th May 2013 Place: Kolkata Pawan Kr Agarwal Partner C.A.Membership No

20 BALANCE SHEET AS AT MARCH 31st, 2013 Note No I. EQUITY AND LIABILITIES 1. Shareholders Funds (a) Share Capital 2 303,577, ,577, (b) Reserves and Surplus 3 6,281, ,278, Non-current Liabilities (a) Long Term Liabilities 4-1,482, Current Liabilties (a) Trade payables 5 223,461, ,833, (b) Other Current Liabilities 6 5,614, ,523, (c) Short term provision 7 834, ,293, II. ASSETS 539,770, ,988, Non Current Assets (a) Fixed Assets (i) Tangible Assets 8 558, , (b) Non Current Investments 9 10,867, ,867, (c) Long Term Loans and Advances ,110, ,550, (c) Other Non Current Assets 11 7,735, ,172, Current Assets (a) Inventories 12 6,980, ,980, (b) Trade receivables ,141, ,953, (c) Cash and Bank Balances 14 1,810, ,284, (d) Short Term Loans and Advances 15 25, , (e) Other Current Assets , , See accompanying notes forming part of the financial statements As per our report of even date For Agarwal Sanganeria & Co. Chartered Accountants Firm Registration No: E Sd/- Pawan Kumar Agarwal Partner Membership No Place : Kolkata Date : 27th May ,770, ,988, For and on behalf of the Board of Directors Sd/- Ajit Kumar Tulsian Sd/- Ankit Agarwal Directors 18

21 STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31st, 2013 Note No. For the year ended For the year ended I. Revenue from Operations 17 9,886, ,583, II. Other Income , , III. Total Revenue 10,623, ,293, IV. EXPENSES: Sub Contracting Expenses for Infra Projects , ,880, Employee Benefits Expense , , Depreciation and Amortisation expense 8 126, , Other Expenses 21 4,090, ,945, ,683, ,999, V. PROFIT BEFORE TAX 4,939, ,294, VI. Tax Expenses: (a) Current Tax expense for current year 935, , (b) Current Tax expenses relating to prior years - (c) Deferred Tax credit 1, (3,413.09) 936, , VII. Profit/(Loss) from operations 4,003, ,546, VIII. Earnings Per Equity Share: See accompanying notes forming part of the financial As per our report of even date For Agarwal Sanganeria & Co. Chartered Accountants Firm Registration No: E Sd/- Pawan Kumar Agarwal Partner Membership No For and on behalf of the Board of Directors Sd/- Ajit Kumar Tulsian Sd/- Ankit Agarwal Directors Place : Kolkata Date : 27th May

22 CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2013 For the year ended 31 March, 2013 A. Cash flow from operating activities Net Profit / (Loss) before extraordinary items and tax 4,939, Adjustments for: Depreciation and amortisation 667, Less: Deferred Tax Asset written off (1,092.00) 666, Operating profit / (loss) before working capital changes 5,606, Changes in working capital: Adjustments for (increase) / decrease in operating assets: Trade receivables 86,811, Short-term loans and advances 25, Other current assets (541,406.00) Other non-current assets 437, Long Term Loans and Advances -46,560, Adjustments for increase / (decrease) in operating liabilities: Trade payables (61,371,653.00) Short Term Provisions (459,039.19) Other current liabilities 2,091, (19,566,475.93) Cash flow from extraordinary items Cash generated from operations (13,959,958.28) Net income tax (paid) / refunds -935, Net cash flow from / (used in) operating activities (A) (14,894,958.28) B. Cash flow from investing activities Capital expenditure on fixed assets, including capital advances (95,970.00) Net cash flow from / (used in) investing activities (B) (95,970.00) C. Cash flow from financing activities Proceeds from issue of equity shares - Proceeds from Long Term Borrowings - Repayment of Long Term Liabilities (1,482,353.00) Net cash flow from / (used in) financing activities (C) (1,482,353.00) Net increase / (decrease) in Cash and cash equivalents (A+B+C) (16,473,281.28) Cash and cash equivalents at the beginning of the period 18,284, Effect of exchange differences on restatement of foreign currency Cash and cash equivalents - Cash and cash equivalents at the end of the period 1,810, Reconciliation of Cash and cash equivalents with the Balance Sheet: Cash and cash equivalents as per Balance Sheet (Refer Note 14) 1,810, Cash and cash equivalents at the end of the period * 1,810, * Comprises: Cash in hand 1,644, Balances with banks In current accounts 121, In Fixed Deposits 45, ,810,

23 CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2013 Notes: (i) The Cash Flow Statement reflects the combined cash flows pertaining to continuing and discounting operations. (ii) These earmarked account balances with banks can be utilised only for the specific identified purposes. See accompanying notes forming part of the financial statements As per our report of even date For Agarwal Sanganeria & Co. Chartered Accountants Firm Registration No: E Sd/- Pawan Kumar Agarwal Partner Membership No For and on behalf of the Board of Directors Sd/- Ajit Kumar Tulsian Sd/- Ankit Agarwal Directors Place : Kolkata Date : 27th May

24 NOTE 1:NOTES FORMING PART OF THE FINANCIAL STATEMENTS 1.01 Corporate Information Cressanda Solution Ltd is a public company domiciled in India and incorporated under the provisions of the Companies Act, The Company is engaged in Infrastructure Development, Computer Hardware & Software trading, Software Development and Consultancy Services Basis of accounting and preparation of financial statements The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, The financial statements have been prepared on accrual basis under the historical cost convention Use of estimates The preparation of the financial statements in confirmity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the period. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise Inventories Inventories are valued at the lower of cost (on FIFO / weighted average basis) and the net realisable value after providing for obsolescence and other losses, where considered necessary. Cost includes all charges in bringing the goods to the point of sale. Work-in-progress and finished goods include appropriate proportion of overheads and, where applicable Cash and cash equivalents (for purposes of Cash Flow Statement) Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances Cash flow statement Cash flows are reported using the indirect method, whereby net profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information Depreciation and amortisation Depreciation has been provided on the Written Down Value method as per the rates prescribed in Schedule XIV to the Companies Act, Assets costing less than Rs. 5,000 each are fully depreciated in the period of capitalisation Revenue recognition Sale of goods Sales are recognised, net of returns and trade discounts, on transfer of significant risks and rewards of ownership to the buyer. Sales include excise duty but exclude sales tax and value added tax. 22

25 Income from services Revenues from contracts priced on a time and material basis are recognised when services are rendered and related costs are incurred. Revenues from turnkey contracts, which are generally time bound fixed price contracts, are recognised over the life of the contract using the proportionate completion method, with contract costs determining the degree of completion. Foreseeable losses on such contracts are recognised when probable. Revenues from maintenance contracts are recognised pro-rata over the period of the contract Small Scale Industry March 31, 2013, the Company has outstanding dues amounting to Rs.1,95,000/-to small scale undertakings Foreign Currency Transactions There has not been any foreign currency transaction during the year Other income Interest income is accounted on accrual basis Tangible fixed assets Fixed assets, are carried at cost less accumulated depreciation and impairment losses, if any. The cost of fixed assets includes interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use and other incidental expenses incurred up to that date. Subsequent expenditure relating to fixed assets is capitalised only if such expenditure results in an increase in the future benefits from such asset beyond its previously assessed standard of performance Investments Long-term investments, are carried individually at cost less provision for diminution, other than temporary, in the value of such investments. Current investments are carried individually, at the lower of cost and fair value. Cost of investments include acquisition charges such as brokerage, fees and duties Employee benefits Employee benefits include provident fund, superannuation fund, gratuity fund, compensated absences. Defined contribution plans The Company s contribution to provident fund is considered as defined contribution plan and is charged as an expense as it falls due based on the amount of contribution required to be made. Defined benefit plans For defined benefit plans in the form of gratuity fund and post-employment medical benefits, the cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. However, as the company hasn t even completed one period since incorporation, at present it doesn t forsee any Gratuity liability arising that can be related to the current period. Short-term employee benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the period when the employees render the service Borrowing costs Borrowing costs include interest, amortisation of ancillary costs incurred to the extent they are regarded as an adjustment to the interest cost. Costs in connection with the borrowing of funds to the extent not directly related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss over the tenure of the loan. Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities relating to construction / development of the qualifying asset upto the date of capitalisation of such asset is added to the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted. 23