Cistro Telelink Ltd Directors Report.

To

The Members

CISTRO TELELINK LIMITED.

Your Directors have great pleasure in presenting 27thANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st March, 2019.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

PARTICULARS Year ended
2019 2018
Profit Before Interest and Depreciation
Less: Finance Cost 955685 614777
Less: Depreciation
Profit/(Loss) before tax (955685) (614777)
Less: Current Tax
Deferred Tax
Profit/(Loss) After Tax (955685) (614777)
Less: Foreign Exchange Fluctuation Gain - Unrealized
Profit for the Year (955685) (614777)

2. FINANCIAL OPEARATIONS & STATE OF AFFAIRS OF THE COMPANY:

During the year Company has reported total loss of Rs. 9,55,685/- (Rupees Nine Lakhs Fifty-Five Thousand Six Hundred Eighty-Five Only).

3. DIVIDEND AND TRANSFER TO RESERVES:

As the Company is suffering losses, no dividend was declared during the year.No amount is being transferred to reserves during the year under review.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review Mrs. Bandana Singh appointed as Additional Independent Non-Executive Director with effect from 11th August 2018 and Regularised as an Independent Non-Executive Director in the Annual General Meeting held 17th September, 2018.

Mr. Pralhad Singh Tomar (DIN: 02994181) has resigned from post of Director with effect from 11th August 2018. Ms. Pooja Jain appointed as Company secretary with effect from 20th November 2018.

Mr. Naresh Kumar Agarwal appointed as an Additional Director with effect from 14thFebruary, 2019.

Mr. Om Prakash Madhogarhia(DIN: 05330865) vacated from the post of Director and Disqualified under Section 164(2)(a), be and is hereby noted and accepted his vacation with immediate effect from the date of the circular issued dated on 31st December, 2018.

6. NUMBER OF BOARD MEETINGS:

During the financial year, the Board of Directors had met Six times.

7. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i) That in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and 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 at the end of the financial year and of the Profit or Loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis.

v) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

8. DEPOSITS:

The Company has not accepted Fixed Deposits within the meaning of Section 74 of the Companies Act, 2013 and Rules framed there under are complied with. There are no deposits which have not been claimed by depositors or paid by the company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

9. SECRETARIAL AUDITOR & REPORT:

The Board of Directors of the Company has appointed M/S. HS Associates, Practicing Company Secretary, to conduct the Secretarial Audit and their Report on Companys Secretarial Audit is appended to this Report as Annexure I.

Auditors Observations:

1. The Company has not\published notice of Board Meeting and Financial results in English and regional language newspaper as per Regulation 47(1) a & b of Listing Obligations and Disclosure Requirements, Regulations, 2015.

2. The company does not have a functional website as per Regulation 46 of SEBI (LODR) Regulations, 2015.

3. During the year, Balance Sheet is not signed by the Company Secretary. Also, the Company have received Notice on 12th February, 2019 from Bombay Stock Exchange regarding of Non-appointment of Compliance Officer for the Quarter ended December, 2018 with fine of Rs. 59,000/-.

Directors Comment:

1. The Company will publish the yearly/quarterly results and notice of Board Meeting in the requisite newspapers as applicable as per Regulation 47(1) a & b of Listing Obligation and Disclosure Requirements, Regulations 2015.

2. The Company is in process to update the Website of the Company to comply with the law.

3. Board approved the appointment of Company Secretary of Ms. Pooja Surendra Jain w.e.f. 20th November, 2018.

10. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-IIand is attached to this Report.

11. INTERNAL AUDITORS:

As per Section 138 of the Companies Act, 2013, the Company has appointed M/s. Phophalia S & Associates., Internal Auditors for the year 2018-2019 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companys policies and ensure statutory and other compliance through, periodical checks and internal audit.

12. STATUTORY AUDITORS:

M/s. C.P. Jaria& Co., Chartered Accountants Auditors having firm registration No. 104058W, Surat were appointed as Statutory Auditors of the Company for a period of 5 years, in the last AGM held on 23rdSeptember, 2017. As per Companies (Amendment) Act, 2017 notified on 7thMay, 2018 the provisions regarding to the ratification of Auditor in every AGM has been done away.

13. COMMENTS ON AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. C.P.Jaria& Co, Statutory Auditors, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

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

The particulars of investment made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Schedule 7 of the Balance Sheet.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There are no related party transactions during the year.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure III to Directors Report.

16. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

17. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

18. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

19. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees.

There are currently three Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

20. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Since the Company is not a manufacturing unit provision of Section 134(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption is not applicable.

21. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns.

22. SUBSIDIARIES AND ASSOCIATE COMPANYS:

As on 31st March, 2019, Company has no subsidiaries and associate companies.

23. CORPORATE GOVERNANCE:

The company falls under the criteria 15(2) (a) of the Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 as the Paid-up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year.

As on 31st March, 2019the Companys Paid up Capital was Rs. 5,13,43,000/- (Rupees Five Crore Thirteen Lakhs Forty-Three Thousand only) and Net worth is of Rs. 4,60,94,438/- (Rupees Four Crore Sixty Lacs Ninety-Four Thousand Four Hundred Thirty-Eight only).

Hence compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company.

24. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Agreement with the Stock Exchanges in India, is annexed to this report. (Annexure IV)

25. MEETING OF INDEPENDENT DIECTORS:

The Independent Directors met once during the year to review the working of the Company, its Board and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was complied by Independent authority and informed to the members.

26. PARTICULARS OF REMUNERATION OF EMPLOYEES AND DIRECTORS

No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided as there are no employees in the Company during the Year and the Directors of the Company do not draw any Remuneration.

The Nomination and Remuneration Committee of the Company has affirmed at its meeting that the Directors of the Company do not draw any Remuneration. The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 is available on Companys website:

27. 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.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution to Board deliberations.

iii. Strategic perspectives or inputs regarding future growth of Company and its performance.

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

v. Commitment to shareholder and other stakeholder interests.

vi. The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

28. VIGIL MECHANISM POLICY

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The Company has also provided direct access to Chairman of Audit Committee on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the company: http://cressandasolutionsltd.com/. No instance under the Whistle Blower Policy was reported during the financial year 2018-19

29. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

30. LISTING OF SHARES:

The Equity Shares of the Company listed on BSE Limited. Further Company has received notice of fine of Rs. 59,000/- from BSE Limited for Non-compliance of Reg. 6(1) of LODR.

31. SECRETARIAL STANDARDS:

Since the Business and operations of the Company are inoperative, hence company classified as Non-Operative Company and unable to comply with Secretarial Standards, i.e. SS-1 and SS-2relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

32. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report. The Company does not have any subsidiaries as on 31st March, 2019 and hence not required to publish Consolidated Financial Statements.

33. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

BY ORDER OF BOARD
Sd/-
DATE : 14th August 2019 MR. ARUN KUMAR SHARMA
PLACE : INDORE (DIRECTOR)
DIN NO:00369461