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CRESSANDA RAILWAY SOLUTIONS LIMITED Proxy Solicitation & Information Statement 2022

Mar 7, 2022

63875_rns_2022-03-07_c9b1f25e-c49b-4a51-9286-1c84251973c1.pdf

Proxy Solicitation & Information Statement

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Februarary 07, 2022

To, Listing Compliances BSE Limited P.J. Towers, Dalal Street, Fort, Mumbai - 400001.

Scrip Code : 512379; Scrip ID : CRESSAN

Subject:- Submission of Revised Postal Ballot Notice

Ref:- Regulation 30 of SEBI (Listing ;\'() bligations and Disclosure Requirements) Regulations, 2015,

In compliance with the p~ovisions of ReguJation 30 SEBI (Listing Qbligations and Disclosure Requirements) Regulations, 2015, enclosed herewith revised Postal Ballot Notice along with Explanatory Statement and Postal Ballot Form.

You requested to take above on your records.

Oirector DIN: 08644812

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414. Empire Business Centre, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013 Phone: +91-22 32938373 • Fax: +91-2232938373. E-MAIL: [email protected] CIN: L51900MH1985PLC037036

POSTAL BALLOT NOTICE

[Notice pursuant to Section 110 of the Companies Act, 2013 read with rule 22 of the CompJnies (Management and Administration) Rules} 2014]

Dear Members,

NOTICE is hereby given. pursuant to the prOVISions of Section 110 and other appllcahle provisions, if any, of the Companies Act, 2013, (the 'Companies Act'), read with Rule 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (,SEBT Listing Regulations'), Secretaria] Standards issued by Institute of Company Secretaries of India on General Meetings ('SS-2'), (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and other appJicable laws and reguJations, if any, that it is proposed to seek the consent of the shareholders (,Members') of Cressanda Solutions Limited (the "Company"), for the resolutions appended herein be]ow through postal ballot (,Posta] Ballof) by way of Postal Ballot forms and remote electronic voting CE-voting').

rn view of the pandemic situation of COVlD-19 and pursuant to the guidelines and notification issued by the Ministry of Home Mfairs, Government of India and in light of circulars issued by the Ministry of Corporate Affairs, Government of India (the 'MeA') vide its General Circular No.14/2020 dated April 08, 2020 and General Circular No.17/2020 dated April 13, 2020 read with Genera] Circular No. 33/2020 dated 28th September, 2021, General Circular No. 39/2020 dated December 31, 2020 and General Circular No. 10/2021 dated June 23, 2021 (collectively referred to as "MCA Circulars") and pursuant to Section 110 of the Companies Act and the Rules made thereunder, the company proposes for passing of resolutions as per this Posta 1 8aJ I at Notice.

In terms of said Section of the Companies Act and the Rules, a company may, and in case of resolutions relating to such business as the Central Government may, by notification, declare to be conducted only by Postal Ballot, shall, get any resolution (other than Ordinary Business and any Business in respect of which Directors or Auditors have right to be heard at any meeting) passed by means of Postal Ballot, instead of transacting the business in general meeting of the Company.

Members are requested to carefully read the instruction printed on the Postal Ballot Form and return the same duly completed, recording your assent or dissentJ in the enc10sed self-addressed Business Rep)y Envelope not later than 17.00 hours on Wednesday, March 16, 2022. Postage wi!] be borne and pa.id by the Company. The Postal Ballot Form(s) may also be deposited personaJly at the address given on the Business Reply Envelope. Please note that if any PostaJ Ba]]at Form is received after the date mentioned above, it will be considered that no reply has been received from the members.

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire Business Centre) Senapati Bapat Marg, Lower PareL Mumbai - 400013 Phone: +91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PLCOJ7036

Members desiring to opt for e-voting as per the facility arranged by the Company are requested to read the instructions in the notes forming part of this notice.

Further, the company will send Postal Ballot Notice bye-mail to all its members who have registered their e-mail addresses with the Company, their Registrars and Transfer Agents or Depository / Depository Participants,

You are requested to peruse the following proposed Resolutions along with their respective Explanatory Statement and thereafter record your assent or dissent by means of Posta] Ballot form or E-Voting system provided by the Company.

The Board of Directors of the Company ('the Board'), has at its meeting held on Wednesday, February 09, 2022 considered and approved the following resolutions, subject to the Members' approvals through postal ballot:

    1. Appointment of Mr. Soumyadri Shekhar Bose, (DIN: 02795223) as the Managing Director of the Company;
    1. Issue convertible Equity Warrants to person(s) belonging to Non-Promoter Category on Preferential Basis;
    1. Increase the Authorised Share Capital of the Company & Consequent Amendment to the Capital Clause in the Memorandum of Association of the Company;
    1. To increase in Borrowing powers of the Company to Rs. 100 Crores (Rupees Hundred Crores only) over and above the limits specified under Section 180(1)(C) of the Companies act, 2013;
    1. To increase in Limit of Loan and investment by Company to Rs. 200 Crores (Rupees Hundred Crores only) over and above the limits specified under Section 186 of the Companies act, 2013;
    1. To approve new Set of Articles of Association as per the requirements of Companies Act 2013, subject to approval of the members;
    1. Appointment of Mis. Rishi Sekhri & Associates, Chartered Accountants, (Firm Registration Number: 128216W), Mumbai as a Statutory Auditors to conduct audit for the Financial year 2021-22.

The Board has appointed CSt Chirag Jain (Membership No. Fl1127) Partner of Mis. JCA & Co. Practicing CompJny Secr~tary, (COP. No. 13697) as the Scrutinizer CScrutinizer') for conducting and scrutinizing the postaJ ballot / e-voting process in a fair and transparent mJnn~r_

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire Business Centre, Senapati Bapat Marg, Lower Pare!, Mumbai - 400013 Phone: +91- 81692 45676 • E-MAIL: cressanda123@gmaiLcom CIN: L51900MH1985PLC037036 -

Members are requested to read the instructions in the Notes under the section 'Voting through Electronic Means'. References to postal bal1ot(s) in this Posta] Banot Notice include votes received electronically_

The Scrutinizer will submit his report to the Chairman of the Company ('the Chairman') or to any other person authorized by the Chairman after the completion of the e-voting. The results of the postal ba]]otJe-voting shal1 be declared on or before Friday, March 18, 2022 and shall be communicated to the BSE Limited ("BSEn ), depository and shall also be displayed on the Company's website www.crcssanuasolutions.coII1

The Resolutions along with the Explanatory Statements. pursuant to Section 102 of the Act, pertaining to the Reso1utions, setting out the material facts are as follows:

SPECIAL BUSINESS:

1. APPOINTMENT OF MR. SOUMYADRI SHEKHAR BOSE. (DIN: 02795223) AS THE MANAGING DIRECTOR OF THE COMPANY.

To consider and if thought fit to pass, with or without modification(s), the follOwing resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203 and any other applicab1e provisions of the Companies Act, 2013 ('the Ace), read with Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 and Schedule V of the Act, the Articles of Association of the Company and a11 other applicable legal provisions, if any, inc1uding any statutory modifications or reenactments thereof and subject to such consents, approvals from such statutory authorities, as may be necessary, from time to time, and subject to such conditions. restrictions as may be specified by such authorities and as recommended by Nomination and Remuneration Commjttee, the approval of the members of the Company be and is hereby accorded to the appointment of Mr. Soumyadri Shekhar Bose, (DIN: 02795223) as the Managing Director of the Company for a period of 5 (Five) years with effect from February 09, 2022 to February 08, 2027 on the remuneration and other terms and conditions as agreed between Mr. Soumyadri Shekhar Bose and the Board of Directors and mentioned in the Managing Director appointment agreement

RESOLVED ~URTHER THAT in the event of the Company not having profits or its profits are Inadequate In any financial year during the tenure of his re-appointment. the above remuneratlon by way, o,f salary, allowance and perquisites shall be paid to Mr. Soumyadri Sh.ekhar Bose as the minImum remuneration, subject to such approvals as may be necessary in th IS rega rd.

RES~LVED F~RTHER THAT Mr. Soumyadri Shekhar Bose shall not be liable to retirement by rotatto~ as a dIrector during his tenure as Managing Director of the Company and shall not entnled [0 SIttIng fees for attending the meeting of the Board 'or Committee thereof.

CRESSANDA SOLUTIONS LIMITED

Regd_ Off: #414, Empire Business Centre. Senapati Bapat Marg. Lower Parel, Mumbai _ 400013 Phone: +91~ 81692 45676 • E .. MAIL: [email protected] CIN: L51900MH1985PLC0370J6

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to vary, alter or modify the terms and conditions of re-appointment including term, the components of remuneration etc. as may be agreed to between the Company and Mr. Soumyadri Shekhar Bose.

RESOLV'ED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution.u

2. ISSUE CONVERTIBLE EQUITY WARRANTS THROUGH PREFERENTIAL ALLOTMENT I PRIVATE PLACEMENT:

To consider and if thought fit to pass, with or without modification(s). the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to sections 42,62 and other appJicab1e provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the provisions of the Memorandum and Articles of Association of the Company, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure ReqUirements) Regulations, 2018, Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Securities and Exchange Board of India (Listing Obligations and Disclosure ReqUirements) Regulations, 2018, the applicable ruJesJ notifications guidelines issued by various authoritjes including but not limited to the Government of India, Securities and Exchange Board of lndia, Reserve Bank of India and other competent authorities and subject to the approvals, permissions, sanctions and consents as may be necessary from any regulatory and other appropriate authorities and subject to the consent of the lenders, as appIicabJe, and su bject to such conditions ~n~ modifications as may be prescribed by any of them while granting such a~provals, per~lsslons, sanctions and consents, which may be agreed to by the Board of DIrectors (heretnafter referred to as the "Board". which term shall be deemed to include any commltte~ whlch the Board h titu d . . as cons te or may consotute to exercise its powers, including the powers conferred by thIS resolution), the consent of the Shareholders ofthe Company be and IS hereby accorded, to create, offer, issue and allot, on preferential basis, in one or more tranches for ~p to 9,49,18,000 (Nine Crores Forty Nine Lacs Eigbteen Thousand only) Convertible EqUIty Warrants ("Warrant") with each warrant convertible into 1 (one) fully paid up eqUity shar~ of the company of Rs. 1/- (Rupee One Only) each at a price determined as er the pro.VlslOns of Regulation 164 ofSEBI (ICDR) Regulations. 2018 to the persons mentione: below fa1hng under the non-pro t . . rno er category, In such manner and on such terms and conditions as may be determmed by ~he Board in accordance with Chapter V of the SEBI ((CDR) Regulations, 2018 or any other provlsions of the law as may be prevailing as on date.

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, EmP.ire Business Centre, Senapati Bapat Marg, Lower Parel, Mumbai _ 400013 Phone. +91- 81692 45676 • E-MAIl: [email protected] CIN: L51900MH1985PLCOJ7036

The details of the proposed allottees and the maximum number of convertible Equity Warrants of the Company proposed to be allotted are set forth in the table below: -

Sr.
No.
Name of the Proposed Allottee Category Maximum No. of
warrants proposed to
be allotted
1. Sanskruti Commotrade LLP Non-promoter 99,00,000
2_ Avantika Commosales LLP Non-promoter 97,50,000
3. Kamla M ul titrade LLP Non-promoter 95,50,000
4. Gujarish Tradewing LLP Non-promoter 1,25,00,000
5. Kittu Commosales LLP Non-promoter 1,00,00,000
6. Gazala Constructions Pvt. Ltd. Non-promoter 60,00,000
7. Intex CommosaJes LLP Non-promoter 98,31,000
8. Litex Traders LLP Non-promoter 96,50,000
9. Samir Navinchandra Shah Non-promoter 10,000
10_ Apurvi Samir Shah Non-promoter 10,000
11. Ketan Navinchandra Shah Non-promoter 10,000
12. Riddhi Ketan Shah Non-promoter 10,000
13. RajKumar Dinesh Masalia Non-promoter 25,000
14. Piyush Mahasukhlal Shah Non-promoter 50,000
15. Dimple Piyush Shah Non-promoter 50,000
16. Foram Kalpesh Chawalla Non-promoter 25,000
17. SangeetJ Kalpesh Chawalla Non-promoter 25,000
18. Shanmukh Shah Non-promoter 50,000
19. Parul Shanmukh Shah Non-promoter 50,000
20. Jayshree Paresh Shah Non-promoter 50,000
21. Paresh Navin Shah Non-promoter SO,OOO
22. Manoj Shah Non-promoter 50,000
23. Nisha Manoj Shah Non-promoter 50,000
24. Puneet Singh Non-promoter 5,00,000
25_ Subhash Chand Barjatya Non-promoter 20,00,000
26. Sarita Jain Non-promoter 20,00,000
27_ Mayyank Jain Non-promoter 15,00,000
28. Rajnru J Jain Non-promoter 15,00,000
29. Abhishekh Jain Non-promoter 15,00,000
30. Deepika Jain N on-promoter 15,00,000
31. Shalini Mishra Non-promoter 2,22,000
32. Rajesh Shah Non-promoter 1,00,000
33. Ami Niraj Shah Non-promoter 65,00,000
Total 9,49,18,000

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414. Empire 8usiness Centre, Senap,.di Bapat Marg, Lower Parel, Mumbai _ 400013 Phone: 4-91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PLC037036

RESOLVED FURTHER THAT the "Relevant Date" pursuant to regulation 161 of SEBI(lCDR) Regulations, 2018 in reL~tion to the abovementioned Preferential Issue of Warrants is Friday. February 14, 2022, being the date, which is 30 days prior to the date on which the resolution will be deemed to be passed i.e Wednesday March 16J 2022.

RESOLVED FURTHER THAT the offer, issue and allotment of the aforesaid Warrants to the proposed allottees and equity shares resulting from the exercise of the entitlement of the said warrants, shall be subject to applicable guidelines, notifications, rules and regulations and on the terms and conditions given herein below:

  • a) Amount payable on allotment of warrants shall be 25% of the price per warrant and the dmount payable before the date of conversion of warrants into Equity Shares would be 75% of the total consideration.
  • b) The said Warrants shall be issued and allotted to the allottees within a period of 15 days from the date of passing of this resolution provided that in case the allotment of the said Warrants is pending on account of pendency of any approval or permission by any regulatory authority or the Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last such approval or permissions.
  • c) The Equity Shares allotted on conversion of the Warrants shall rank pari-passu in all respects (including voting powers and the right to receive dividend), with the existing equity shares of the Company from the date of allotment thereof and shall be subject to the provisions of the Memorandum and Articles of Association of the Company.
  • d) The tenure of warrants shall not exceed 18 (eighteen) months from the date of allotment of the warrants.
  • e) The proposed allottee(s) of Warrants shaH be entitled to exercise option to convert warrants Jin one or more tranches for allotment of one Equity Share of face value of Rs. 1/- (Rupee One only) for every warrant, within a pel-iod of 18 (eighteen) months from the date of a] rotment of such warrants.
  • f) In case the Warrant holder does not apply for the conversion of the outstanding Warrants into Equity Shares of the Company within of 18 (eighteen) months from the date of allotment of the said Warrants, then the amount paid on each of the said outstanding Warrants shall be forfeited and all the rights attached to the said Warrants shall lapse automatically.
  • g) The said Warrants by themselves untiJ exercise of conversion option and Equity Shares allotted, doe~ not give to the Warrant holder any rights with re5pect to that of the Shareholders of the Company.

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire Business Centre, Senapati Bapat Marg. Lower Parel, Mumbai - 400013 Phone: +91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PLC037036

  • h) The Equity Warrants proposed to be issued shall be subject to appropriate adjustment, if during the interim period, the Company makes any issue of equity shares by way of capitalization of profits or reserves, upon demerger I realignment, rights issue or undertakes consolidation I sub-division I re-classification of equity ~hares 01- such other similar events or circumstances requiring adjustments as permitted under SEBI (JCDR) Regulations and all other applicable regulations from time to time.
  • i) The Equity Warrants and the Equity Shares being allotted pursuant to exercise of such Equity Warrants shall be subject to a lock-in for such period as specified under applicable provisions of SEBI (ICDR) Regulations.
  • j) The Equity Shares ariSing from the exercise of the Equity Warrants will be listed on Stock Exchanges where the equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals as the case may be and shall inter-alia be governed by the regulations and guidelines issued by SESl or any other statutory authority.

RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot such number of Equity Shares of the Company as may be required to be issued and allotted upon exercise of the option by the warrant holder(s).

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution. the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation to vary, modify or alter any of the relevant terms and conditions, including size of the preferential issue, the number of equity shares to be allotted, finalising the terms of agreement(s) and other related document(s). if any. to be executed including amendments thereto, provide any clarifications related to offer. issue and allotment of Equity Warrants and Equity Shares, listing of Equity Shares on Stock Exchanges and authorise to preparatjon. execution and entering into arrangement / agreements, offer letter, letter of allotment, all writings. instruments and such other documents (including documents in connection with appointment of agencies, intermediaries and advisors), utillsation of proceeds of issue and further to authorise all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion deem fit. without being required to seek any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressJy by the a~thority of this resolution and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Committee of the Board or any Director(s) or Officer(s) or authorised signatory lies of the Company and generally to do all such acts, deeds and things as may be required in connection with the aforesaid resolution including execution of any

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire Business Centre, Senapati Bapat Marg, Lower Parel, Mumbai - 400013 Phone; +91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PLC037036

documents on behaJ f of the Company and to represent the Company before any governmental or regulatory authorities and to appoint/engage any registrar, depositories, professionals, advisors, bankers, consultants and advocates and to finalise their fees/charges and also to enter into and execute all such arrangements, agreements, memoranda, documents etc. with such agencies and further authorised to make requisite filing with concerned regulatory/government authorities / depository(ies), Stock Exchanges and/or any other regulatory authorities to give effect to this resolution and further to take all others steps which may be incidental, consequential, relevant or ancillary in this connection.

RESOLVED FURTHER THAT all action(s) taken by the Board or Committee(s) thereof, any Director(s) or Officer(s) or any other authorised signatory lies of the Company in connection with any n1atter(s) referred to or contemplated in the foregoing resolution be and are hereby approved. ratified and confirmed in all respects."

3. TO INCREASE THE AUTHORISED SHARE CAPITAL OF THE COMPANY & CONSEQUENT AMENDMENT TO THE CAPITAL CLAUSE 'IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY;

To consider, and if thought fit, to pass, with or without modifications, the following resolutions as Ordinary Resoluti,on;

"RESOLVED THAT pursuant to Section 61 dnd 64 of the Companies Act, 2013 and other applicable provisionsJ and the ruJes enacted thereunder (to the extent applicable and including any amendments thereto or re-enactment thereof for the time being in force) and the articles of association of the Company, the consent of the Shareholders of the Company be and is hereby accorded to increase the authorised share capital of the Company from Rs. 44,OO,OOJOOO /_ (Rupees Forty-Four Crores only) consisting of 44,00,00,000 (Forty-Four Crores only) Equity Shar~s of R~. 1/- (Rupee One onJy) each to ~. 70,OO,OOJOOO/- (Rupees Seventy Crores Only) consisting of 70,00,00,000 (Seventy Crore Only] Equity Shares of RS.,lj- (Rupee One only) each, by creation of additional 26,00,00,000 (Twenty-Six Crores) Equity Shares ofRs. 1/- (Rupee One only) each, ranking pari passu with the eXisting shares.

RESOLVED fURTHER THAT the exi ti CJ V f h Com . . . s ng ause 0 t e memorandum of association of the . . P3 l y . relating to s,hare capltaII be and is hereby altered by deleting the same and substituting In Its p ace, the folIoW1ng as the new Clause V:

'The Authorised Share Capitol of the Company is Rs 700000000/ (R S divided into 70,00,00,000 (Seventy Crores On Iy) EqU~ty ;h;re; oifRs -1/ u~Rees eoven ty clr~res Only) . - [, upee ne any} each"

RESOLVED FURTHER THAT approval of the Members of the Company be and is hereb accorded to the Board of Directors of the Company to do all such acts, deeds, matters and thin ~ and to take allsuch steps as may be required in this connection including seeking all necessa~ aPProv.als to gIVe effect to this ResolUtion and to settle any questions difficulti · d b h may anse In this regard." , es or ou ts t at

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #4 ~h Emp,ir: Business Centre, Senapati Bapat Marg, lower Parel, Mumbai _ 400 013 one. 91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PLC037036

4. TO APPROVE INCREASE IN BORROWING POWERS OF THE COMPANY TO RS. 100 CRORES (RUPEES HUNDRED (ROKES ONLY) OVER AND ABOVE THE LIMITS SPECIFIED UNDER SECTION IBO(l)(C) OF THE CO-MPANIES ACT. 2013.

To consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to section 180 (1) (c) of the Companies Act,2013, or any other law for the time being in force (including any statutory modification or amendment thereto or reenactment thereof for the time being in force) and in terms of Articles of Association of the Company, the consent of the Company be and is hereby accorded to the Board of Directors to borrow any sum or sums of moneys from time to time notwithstanding that the money or moneys to be borrowed, together with the moneys already borrowed by the Company' may exceed aggregate of its paid-up capital and free reserves, apart from temporary loans obtained from the company's b~nkers in the ordinary course of the businessJ provided however' the totaJ amount so borrowed shall not exceed Rs. 100 crores (Rupees One Hundred crores only)over Jnd above the Bmits prescribed under the said section.

RESOLVED FURTHER THAT the Board or any of its duly constituted committee be and is hereby authorised to do and perform all such acts, deeds and things and to take all steps as may be considered necessary, proper and expedient to carry on the purpose of this resolution."

5. TO INCREASE IN LIMIT OF LOAN AND INVESTMENT BY COMPANY TO RS. 200 CRORES (RUPEES HUNDR[D CRORES ONLy) OVER AND ABOVE THE LIMITS SPECIFIED UNDER SECTION 186 OF THE COMPANIES ACT. 2013.

To consider and if thought fit, to pass with or without modifications(s), th~ following Resolution as Special ResolUtion:

"RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013 and such other provisions as may be applicable, if any, and the Rules made thereunder including any statutory modifications or re-enactments thereof, the consent of the Company b: and is hereby acco~hded t~ the Board of Directors of the Company to acquire by way of subscription purchase or ot erwlse the sgcuritie f h b ' I. S 0 any ot er ody corporate, to give loan(sJ and/or Dive any guarantee(s)!proVJde any securityC ) b" 0" the paid up Share Capital and Free ::sea~ may e reQUl.r~d from time to time. exceeding 600A, of f F R es and SeCUritIes Premium of the Company or lOaD/, o ree eserves and Securities P . f h' 10 Directors may think fit . remlum 0 t e Company whIchever is more, as the Board of H~ d de' In one or more tranches, not exceeding Rs. 200 Crores (Rupees Two n re rores only), over and above the limits prescribed under the above said section.

RESOLVED FURTHER THAT any of the directors of th C severally authorized to do all such other acts deeds th~ omPdany be and are hereby jointJy or b . J Ings an execute aU such document& may e consIdered necessary in connection with or incidentaJ to the above. 1I ' as

CRESSANDA SOLUTIONS LilTED

Regd. Off: #414, Empire BUSiness Cent S . Pho . + re, enapatJ Bapat Marg, Lower Parel, Mumbai - 400013 ne. 91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PLC037036

6. TO APPROVE NEW SET OF ARTICLES OF ASSOCIATION AS PER THE REQUIREMENTS OF COMPANIES ACT 2013.

To consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOL VED THAT pursuant to the provisions of Section 14 and aU other applicable provisions of the Companies Act, 2013, read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), and subject to such other requisite approvals, if any, in this regard from appropriate authorities and terms( s), conclition(s), amendment(s), modification(s), as may be required or suggested by any such appropriate authorities. and agreed to by the Board of Directors of the Company (hereinafter referred to as "Board" which term shall include any Committee), the consent of the members of the Company be and is hereby accorded to adopt new set of Article of Association in place of existing Articles of Association of the Company, copy of which is placed before the meeting.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

7. APPOINTMENT OF MIS. RJSHI SEKHRI & ASSOCIATES. CHARTED ACCOUNTANTS (FIRM REGISTRATION NUMBER: 128216W) AS STATUTORY AUDI-TORS UNDER CASUAL VACANCY.

To consider and if thought fit to pass, with or without modification(s), the following resolution as an Ordinary Resolution=

"RESOLVED THAT pursuant to Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or enactment thereof for the time being in force) CA. Rishi Sekhri, proprietor of M/~. Risbi Sekhri & Associates, (Membership No.: 126656/ Finn Registration No.: 128216W), be and is hereby appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of MIs. C. P. Jharia & Co. (Firm Registration No.: l040S8W).

RESOLVED FURTHER THAT CA. Rishi Seklui, proprietor of Mis. Rishi SekbJi & Associates, (Membership No.: 126656/ Firm Registration No.: 128216W), be and are hereby appointed as Statutory Auditors of the Company and to conduct statutory audit for financial year 2021-22 at a remuneration as may be fixed by Board of Directors of the Company in consultation with the said Auditors.

RESOLVED FURTHER THAT any director of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary~ proper, expedient or incidental for giving effect to this resolution and to file necessary e-forms with the Registrar of Companies,"

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire BUSiness Centre, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013 Phone: +91 - 81692 45676 • E-MAIL: [email protected] CIN: l51900MH1985PLC037036

By the order of the Board For Cressanda Solutions Limited

Milind Palav Director DIN: 08644812

Place~ Mumbai Date: February 09, 2022

NOTES:

    1. AN EXPLANATORY STATEMENT PURSUANT TO THE PROVlSJONS OF SECTION 102 OF THE COMPANIES ACT, 2013 r'ACT") SETTING OUT THE MATERIAL FACTS CONCERNING THE BUSINESSES TO BE TRANSACTED IS ANNEXED HERETO.
    1. The Postal Ballot Notice is being sent to the Menlber(s) whose names appear on the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("COSL") as on Friday, February 04, 2022 (cut-off date). The Postal Ballot Notice is being sent to the Members who have registered their email IDs for receipt of documents in electronic form to their email addresses registered with their Depository Participants/the Company's Registrar and Share Transfer Agent ("RTAII).
    1. Member(s) whose names appear on the Register of Members/List of Beneficial Owners as on the cut-off date wHI be considered for the purpose of voting/e-voting. A person who is not a member as on the cut-off date should treat this Notice for information purpose on Iy.
    1. In compJiance with the provisions of Sections 108 and 110 of the Act and Rule 20 of the Companies (Management and Administration) Rules~ 2014, as amended from time to time and Regulation 44 of the Securities and Exchange Board of india [Listing Obligations and Disclosure Requirements) Regulations. 2015, the Company provides the Members the facility to exercise their right to vote by electronic means through e-yoting services provided by CD~L and the business may be transacted through such voting. The instructions for evoting are annexed to this Notice.
  • S. The e-voting period shall commence on Tuesday, February 15, 2022 from 9.00 a.m. (1ST) and shall end on WednesdaYJ March 16,2022 5.00 p.m. (1ST). E-vDting shall not be allowed beyond the said date and time.
    1. The votin~ rights of Members shall be in proportion to their shares of the paid-up equity share capItal of the Company as on the cut-off date i.e., Friday, February 04, 2022.
    1. The Board .of Directors of the Company ("the Board")J has appointed CS. Chi rag Jain (Membership No. F11127) Partner of Mis. JCA & Co. PractiCing Company Secretary, (COP. No. 13687) as the Scrutinizer, for conducting the e-voting process in a fair and transparent manner.

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414. Empire Business Centre. Senapati Bapat Marg, Lower Parel, Mumbal - 400013 Phone: +91- 81692 45676 • E-MAIL;[email protected] CJN: LS1 900MH1985PLC037036

    1. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with MCA Circulars and the Listing Regulations, the details pertaining to this postal ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one in vernacular language in that district (in Marathi Language) in which regist~l"ed offic~ of the Company is situated.
    1. To support the "Green initiative" members who have not registered their e-nlail addresses so far are requested to register their e-mail address with the company's RTA or Depository Participants, in respect of shares held in physical/electroniC mode respectively.

THE INTRUCTJONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

  • (i) The voting period begins on Tuesday, February 15, 2022 from 9.00 a.m. (1ST) and ends on Wednesday, March 16. 2022 5.00 p.m. (1ST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date (record date) of Friday. February 04, 2022 may cast their vote electronically. The e-voting module shaH be disabled by CDSL for voting thereafter.
  • (ii) Pursuant to SEBJ Circular No. SEBI/HO/CFD/CMD/CIR/P /2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of aJl shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to Jisted entities in India. This necessitates registration on various ESPs and maintenance of mUltiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation) it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iii) In terms of S~BJ circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Vottng facility proVided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained With. Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Td in their demat accounts in order to access e-Voting faCility.

CRESSANDA SOLUTIONS LIMITED Regd. Off: #414, Empire Business Centre, Senapati Bapat Marg, Lower Parel, Mumbai _ 400013 Phone: ... 91 - 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PLC037036

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given be]ow:

Type of
shareholders
Login Method
Individual
Shareholders
holding
securities in
Demat mode
Users who have opted for CDSL Easi / Easiest facility, can login through their
1)
existing user id and password. Option will be made available to reach e-Voting
page without any further authentication. The U RL for users to login to Easi /
are
or
Easiest
httl2s:llweb.cdslindia.conl/nlycasilhomc/logi!l
visit
www.cdslindia.com and click on Login icon and select New System Myeasi.
with CDSL After successful login the Easi / Easiest user will be able to see the e-Voting option
2)
for eligible companies where the evoting is in progress as per the infonnation
provided by company. On clicking the evoting option, the user will be able to see
e-Voting page of the e-Voting service provider for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
Additionally, there is aJso links provided to access the system of all e-Voting
Service Providers i.e. CDSL/NSDL/KARVY /LJNKINT1ME, so that the user can visit
the e-Voting service providers' website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at
h ttps; Ilwcb.cdslindia.colll (nlycasi /Registration /basi Registration
4) A.lternatively, the user can directly access e-Voting page by providing Demat
and
from
link
available
Account
Number
a
e-Voting
PAN
No.
on www.cuslindia.com home page. The system will authenticate the user by
sending OTP on registered Mobile & Email as recorded in the Demat Account. After
successful authentication, user will be able to see the e-Voting option where the
evoting is in progress and also able to directly access the system of all e-Voting
Service Providers.
Individual
Shareholders
holding
securities in
demat mode
with NSDL
If you are already registered for NSDL IDeAS facility, please visit the e-Servlces
1)
browser
Open
the
following
website
of
web
by
typing
NSDL.
URL:
https:lleservices.nsdl.com either on a Personal Computer or on a mobile. Once the
home page of e-Services is launched, click on the {'Beneficial O"vner" icon under
"Login" which jg available under 'IDeAS' ~ection. A new screen will open. You will
have to enter your User ID and Password. After successful authentication, you will
be able to see e-Voting services. Click on (IAccess to e-Yoting" under e-Vodng
services and you wiJl be able to see e-Voting page. Click on company name or e
Voting service provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices nsdl.cOlTI. Select "Register OnJine for IDeAS IIPortal or click
at
https://cscrviccs.nsdl.com/SccureWeblIdeasDirectReg.lsp

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire Business Centre, Senapati Bapat Marg, Lower Parel, Mumbai - 400013 Phone: +91- 81692 45676 • E-MAIL;[email protected] CIN: L51900MH1985PLC037036

3) Visit the e-Voting website ofNSDL. Open web browser by typing the following U RL:
htlp~ //\tvww.cvoting.nsdl.conl/ either on a Personal Computer or on a mobile.
Once the home page ofe-Voting system is launched, click on the icon IILogin" which
is avaiJable under 'Shareholder/Member' section. A new screen will open. You will
have to enter your User ID (i.e. your sixteen digit demat account number hold with
NSDL), Password/OTP and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL Depository site wherein
you can see e-Voting page. Click on company name or e-Voting service provider
name and you will be redirected to e-Voting service provider website for casting
Individual
Shareholders
(holding
securities
In
demat mode)
login through
their
your vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting
You can also login using the login credentials of your demat account th rough your
Depository Participant registered with NSDL/CDSL for e-Voting facility.
After
Successful login, you will be able to see e-Voting option. Once you click on e-Voting
option, you will be redirected to NSDLjCDSL Depository site after slIccessful
authentication} wherein you can see e-Voting feature. Click on company name or e
Voting service provider name and you will be redirected to e-Yoting service provider
website for casting your vote during the remote e-Voting period or joining virtual
Depository
Participants
meeting & voting during the meeting.

Cressanda

Important note: Members who are unable to retrieve User ID / Password are advised to use Forget User 10 and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type HeJpdesk details
Individual Shareholders
holding
securities
in
Demat mode with CDSL
Members facing any technical issue in login can contact CDSL
helpdesk
a
at
by
sending
request
[email protected] contact at 022-
23058738 and
22-23058542-43.
Individual Shareholders
securities
holding
in
Demat mode with NSDL
Members facing any technical issue in login can contact NSDL
helpdesk by sending a request at [email protected] or call at toll
free no.: 1900 1020 990 and 1900 22 44 30
  • (i) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.
  • 1) The shareholders shouJd Jog on to the e-voting website www.evotingindia.com.
  • 2) Click on ((Shareholders" module.

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire Business Centre, Senapati Bapat Marg. Lower Parel, Mumbai - 400013 Phone; +91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PLC037036

  • 3) Now enter your User ID
  • a. For CDSL: 16 digits beneficiary 10,
  • h. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
  • 4) Next enter the Image Verification as displayed and Click on Login.
  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.conl and voted on an earlier e-voting of any company, then your existing password is to be used.
  • For Shareholders holding shares in Demat Form other than individual anc Physical Fonn PAN Enter your lO-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Dividend Details OR Date of Birth (DOB) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company /RTA or contact Company/RTA. Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (3).
  • 6) If you are a first-time user follow the steps given below:

  • (ii) After entering these details appropriately, click on "SUBMIT" tab.

  • (iii) Shareholders holding shares in physical form will then directly reach the Company se1ection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to nlandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • (iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

Regd. Off: #414, Empire 8usiness Centre. Senapati Bapat Marg. Lower Parel, Mumbai - 400 013 Phone: +91- 81692 45676 • E-MArL: cressanda123@gmaiLcom elN: l51900MH1985PLC037036

  • (v) Click on the EVSN for the relevant Cressanda Solutions Limited on which you choose to vote.
  • (vi) On the voting page, you will see If RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting, Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
  • (vii) Click on the "RESOLU'fJONS FILE LINK" if you wish to view the entire Resolution details.
  • (viii) After selecting the resolution, you have decided to vote on, click on "SUBMITII, A confirmation box will be displayed. If you wish to confirm your vote, click on lIOI{", else to change your vote, click on ({CANCEL" and accordingly modify your vote.
  • (ix) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote,
  • (x) You can also take a print of the votes cast by clicking on "Click here to printJl option on the Voting page.
  • (xi) If a demat account holder has forgotten the login password then Enter the User lO and the image verification code and click on Forgot Password & enter the details as prompted by the system.
  • (xii) Facility for Non -Individual Shareholders and Custodians -Remote Voting
  • Non-lndividual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
  • The list of accounts Ii nked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire Business Centre, Senapati Bapat Marg, Lower Parel, Mumbai - 400013 Phone: +91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PLC037036

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

Cressand

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the COSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

    1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card). AADHAR (self-attested scanned copy of Aadhar Card) by email to Company /RT A email id.
    1. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (OP)
    1. For lndividual Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (OP) which is mandatory while e-Voting & joining virtual meetings through Depository.

Jf you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may b@ addressed to Mr. Ralcesh Dalvi. Sr. Manager, (CD5L,) Centra] Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Pare) (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT. 2013:

rrEM NO.1:

Mr. Bose is Technologist and business executive on a mission to meaningfuJly better the lives of the Next Billion. Ex-MD/Director at Siemens, Dassault Systems & Hewlett Packard. Passionate about buHding innovative yet frugal soJutions in Healthcare, Education, Environment & Renewab1es, Food & Agriculture. and Livelihood, thereby meaningfully uplifting the lives of the next billion people globally, primarily emerging from rndia and Mrica.

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire Business Centre, Senapati 8apat Marg, Lower Parel, Mumbai - 400013 Phone: +91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PLC037036 -

With 30 years of corporate experience extending over 4 continents. Suman epitomises the ideals of true global thinking and local execution_

The Nomination and Remuneration Committee in its meeting held on February 09, 2022 has approved the appointment and terms of remuneration of Mr. Bose. as the Managing director of the company for a period of five years and accordingly on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of your company in its meeting held on February 09, 2022 has approved the appointment and terms of remuneration of Mr. Soumyadri Shekhar Bose, as the managing director of the company for a period of (5) five years.

The Board of Directors strongly believes the induction of Mr. Soumyadri Shekhar Bose, as the Managing Director of the company will greatly help the company to further its growth in the coming period.

Mr. Bose, is eligible for appointment as a managing director under the provisions of the Companies Act, 2013 and rules made thereunder, ]n terms of section 152, Mr. Bose, has consented to act as the Managing Director of the company, if so appointed.

In accordance with Section 196(4) of the Companies Act . 2013 , the approval by a resolution passed by the members of the company is required for the appointment and terms of remuneration of ML Bose as the Managing Director of the company.

Accordingly. consent of the Members is sought for passing an Ordinary Resolution as set out in item no. 1 of the accompanying Postal Ballot Notice for appointment and terms of remuneration of Mr. Bose, as the Managing Director of the company for a period of five years w.eJ February 09,2022.

ITEM NO.2:

The Board of Directors in their meeting held on February 09. 2022 subject to the necessary approvaJs, have decided to issue and allot up to 9 J49,18,OOO (Nine Crores Forty Nine Lacs Eighteen Thousand only) Convertible Equity Warrants at a price to be determined as per the provisions of regulation 164 of SEBI(TCDR) Regulations, 2018, on preferential basis.

The details of the issue and other particulars as required in terms of the Act and SEBI ([CDR) Regulations. 2018 in relation to the aforesaid Special Resolution are given as under:

1. Objects of the Preferential Issue:

The object of raising equity share capita) by issuing warrants are:

L To fund long term capital requirements for future growth of the Company.

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire Business Centre, Senapati 8apat Marg, Lower Parel. Mumbai - 400013 Phone: +91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1 985PLC037036

  • ii. To meet working capital requirements.
  • iii. To invest in new projects, companies, bodies corporates.
  • iv. To meet General Corporate Purpose-

2. The total number of securities to be issued and pricing:

The Board intends to offer, issue and allot up to 9.49,18,000 (Nine Crores Forty Nine Lacs Eighteen Thousand only) Convertible Equity Warrants, on preferential basis, to the proposed allottees at a price to be determined as per the provisions of regulation 164 of SEBI(ICDR) Reguiationsl 20181 each warrant convertible into or exchangeable for one (1) Equity Share of face value Rs. 1/- (Rupee One only).

3. Basis on which the price has been arrived at:

Since the shares of the Company are frequently traded, the issue price for the preferential allotment is determined as per the regulation 164 of SEBI ([CDR) Regulations, 2018. Accordingly, the minimum issue price has been calculated on the basis of trading at BSE. Each warrant is convert.ible into one equity share of Face vaJue of Rs. 1/- (Rupee One only) each fu:lly paid up in accordance with the provisions of the SEBI (ICDR) Regulations, 2018.

4. Relevant Date:

The "Relevant DatelJ as per regulation 161 (a) of the SEBI (ICDR) Regulations for determining the minimum price for the preferentia.l issue of warrants (in case offrequently traded shares) is Monday, February 14, 2022, which is a date 30 days prior to the date on which the resolution is deemed to be passed i.e Wednesday, March 16, 2022 .

5. The shareholding pattern of the Company before the proposed issue and after the proposed conversion of Equity Warrants as follows:

Sl.
No.
Category Pre-issue shareholding
No. of Equity
Shares
0/0 of
Sharebolding
No. of Equity
Shares
0/0 of
Shareholding
A Promoters and Promoter Group Holding
1 Indian 3,08,280 0.10 3,08,280 0.08
Sub Total (A) 3,08,280 0.10 3,08,280 0.08
B1 Non-Promoter Holding
Institutions
Foreign Portfolio Investors - - - -
Financial Institutions/ Banks 82,990 0.03 82,990 0.02
B2 Non - Institutions
1 lndividuals (share Capital up to
Rs. 2 lakhs)
5,96,68,484 6.10 6,02,93,484 15.13
2 ' Individuals (share Capital in
excess of Rs. 2 lakhs)
1,85,27,022 19_66 3,57,49,022 8_97
3 Others:

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire Business Centre, Senapati Bapat Margo Lower Parel, Mumbai - 400 013 Phone; +91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PLC037036

SI.
No.
Category Pre-issue shareholding
No. of Equity
Shares
0/0 of
Sbareholding
No. of Equity
Shares
0/0 of
Shareholding
d. Body Corporates 21,70,92,099 71.51 29,41. 73,099 73.82
b. Clearing Member 9,54,589 0.31 9,54,589 0.24
c. HUF 66,62,431 2.19 66,62,431 1.67
d. NRJ 2,81,605 0.09 2,81,605 0.07
e. Others - - -
Sub-Total (8) 30,32.69.220 99.90 39,81,87,220 99.92
C1 Shares underlying DRs - - - -
C2 Shares held by Employee Trust - - - -
C Non-Promoter - Non-Public - - - -
Grand Tota.l 30.3S,7'.SOO 100.00 39.94.95.500 100.00
  1. Proposal / Intention of Promoters, Director or Key Managerial Personnel (s) to s:ubscribe the offer:

None of Promoters, Director or Key Ma.nagerial PersonneJ(s) ro subscribe the offer are subscribing to this offer.

  1. The proposed time within wbich the issue or allotment shall be completed:

As required under SEBI (ICDR) Regulations, Equity Warrants shall be issued dnd allotted by the Company within a period of Fifteen (15) days from the date of passing of this resolution provided that where the issue and allotment of the said Equity Warrants is pending on account of pendency of any approval for such issue and allotment by any regulatory authority or the Centra] Government, the issue and allotment shall be completed within a period of Fifteen (15) days from the date of receipt of last such approval.

  1. Cbange in contrOl. if anYJ in the Company that wouJd occur consequent to the preferential offer.

There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of Equity Warrants and including the conversion thereof into Equity Shares of the Company.

  1. No. of persons to whom allotment on preferential basis have already been made during the year. in terms of number of securities as well as price: During the period from April 01, 2021 till date of notice of this Postal Ballot, the Company has not made any preferential allotments.

  2. Valuation for consideration other than cash: Not applicable.

  3. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer: Not applicable.

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire Business Centre. Senapati Bapat Margi Lower Parel, Mumbai - 400013 Phone: +91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PLC037036

12.Lock-in period:

The Equity Shares will be subject to applicable lock-in and transfer restrictions stipulated under Regu1ations 167 and 168 of the SEB] rCDR Regulations.

13_ Listing:

The Company will make an application to the Stock Exchanges at which the existing shares are already listed, for listing of the equity shares being issued on conversion of Equity Warrants. Such Equity Shares, once allotted, shall rank pari-passu with the existing equity shares of the Company in all respects, including dividend.

14. Practicing Company Secretary Certificate:

The Certificate being issued by M/s. lCA & Co., Practicing Company Secretary, (CP Number: 13687), Mumbai, certifying that the preferential issue is being made in accordance with the requirements contained in the SEBr (ICDR) Regulations, will be kept open for inspection at the Registered Office of the Company between 11:00 AM and 1:00 PM on all working days between Monday to Friday of every week, up to the date of close of remote e-voting period. The Certificate~ is alsO placed on the Company's website: www.cressandasolutions.cOm

15.0ther DiscJosures / Undertakings:

The Company hereby undertakes that:

  • i. It would re-compute the price of the securities specified above in terms of the provisions of SEBJ(ICDR) ReguJations, where it is so required;
  • ii. If the amount payable, ifany, on account of the re-computation of price is not paid within the stipulated in SEBJ (leDR) reguJations the above warrants shaH be continued to be locked in till such amount is paid by the allottees;
  • iii. AU the equity shares held by the proposed allottees in the company are in dematerialized form only;
  • iv. No person belonging to the promoters/promoter group have sold/transferred any equity shares of the Company during the 90 Trading days.
  • v. No person belonging to the promoters / promoter group has previously subscribed to any equity share / warrants of the company but failed to exercise them and
  • vi. It is hereby confirmed that neither the Company nor its Directors and to the Company's knowledge- any of its Promoters is a wilful defaulter.
  • vii It: is herebv'confirmed that neither the Company nor its Directors and any of its: Promoters are a fraudulent borrower.

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire Business Centre, Senapati Bapat Marg, Lower Parel, Mumbai - 400013 Phone: +91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PLC037036

  1. Identity of proposed allottees (including natural persons who are the ultimate beneficial owners of equity shares proposed to be allotted and / or who ultimately control), the percentage (%) of Post Preferential Issue Capital that may be held by them and Change in Control, if any, consequent to the Preferential issue:
Sr. Name & PAN of the Name of the
natural persons
Pre-Issue Holding No. of Shareholding post
exercise of warrants
No. proposed allottee Category who are the
ultimate
beneficial owners
No. of
Equity
Shares
$%$ of
Holding
Warrants to
be issued
No. of
Equity
Shares
$%$ of
Holding
$\mathbf 1$ Sanskruti Commotrade LLP
PAN: ACQFS7054L
Non-
Promoter
Sanjay
1.
Unawane
Shital Sanjay
2.
Devlekar
× 98,00,000 98,00,000 2.46
$\overline{c}$ Avantika Commosales LLP
PAN: ABAFA4943P
Non-
Promoter
Nirmala
1.
Sanjay Malde
2.7
Nirav
Rasik
Savla
97,50,000 97,50,000 2.45
3 Kamla Multitrade LLP
PAN: AAOFK4617K
Non-
Promoter
Durgadevi
1.
Bhairoprasad
Gupta
$\overline{z}$
Bhairoprasad
Gupta
95,50,000 95,50,000 2.40
4 Gujarish Tradewing LLP
PAN: AANFG7185P
Non-
Promoter
L.
Sanjay
Atmaram
Devlekar
2.
Sanjay Bhoir
1,25,00,000 1,25,00,000 3.14
5 Kittu Commosales LLP
PAN: AAOFK5636L
Non-
Promoter
Geeta Ahire
1.
2.
Rahul Ahire
r. Ļ, 100,00,000 100,00,000 2.51
6 Gazala Constructions Pvt.
Ltd.
PAN: AADCC5746K
Non-
Promoter
1.
Anant Vasant
Keer
$\overline{2}$
Rohit Venu
Shetty
60,00,000 60,00,000 1.51
$\overline{7}$ Intex Commosales LLP
PAN: AAFFI2676H
Non-
Promoter
1.
Amribai
Bheemraj
Patel
2. Bheemraj
Harji Patel
98,31,000 98,31,000 2.47
$\mathbf{B}$ Litex Traders LLP
PAN: AAFFL8157J
Non-
Promoter
1.
Priya A Shah
2.
Prashantbhai
Sureshbhai
Mishra
96,50,000 96,50,000 2.42
9 Samir Navinchandra Shah
PAN: AJWPS1054R
Non-
Promoter
N.A 10,000 10,000 0.00

CRESSANDA SOLUTIONS LIMITED

Regd . Off: #414, Empire Business Centre, Senapati tiapat Marg, Lower Parel, Mumbai - 400 013 Phone: +91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PlC037036

Cress nda

10 Apurvi Samir Shah Non N.A - - 10,000 10,000 0.00
PAN: AQDPSS108E Promoter
11 Ketan Navinchandra Shah
PAN: AjMPS0860K
Nan
Promoter
N.A - - 10,000 10,000 0.00
12 Riddhi Ketan Shah
PAN: AJWPSI057N
Non-
Promoter
NA - 10.000 10,000 0.00
13 Rajkumar Dinesh Masalia
PAN:AKNPM0248H
Non-
Promoter
NA - - 25,000 25,000 0.01
14 Piyush Mahasukhlal Shah
PAN: AKUPS3009F
Non
Promoter
N.A - - 50,000 50.000 0.01
15 Dimple Piyush Shah
PAN: AKUPS3008E
Non
Promoter
N.A - - 50,000 50,000 0.01
16 Faram Kalpesh Chawalla
PAN: BCDPC554SE
Non
Promoter
N.A - - 25,000 25,000 0.01
17 Sangeeta Kalpesh Chawalla
PAN: ADGPC0339M
Non
Promoter
N.A - - 25,000 25,000 0.01
18 PAN: Shanmukh Sha.h
PAN: ABWPN3245P
Non
Promoter
N.A - - 50,000 50,000 0,01
19 ParuJ Shanmukh Shah
PAN: AMVPS9540A
Non-
Promoter
NA - - 50,000 50,000 0.01
20 Jayshree Paresh Shah
PAN: ADRPJ0834B
Non
Promoter
N.A - - 50,000 50,000 0.01
21 Paresh Navin Shah
PAN: AMVPS9539H
Non
Promoter
N.A - - 50,000 50;000 0.01
22 Manoj Shah
PAN: AFNPM2334R
Non-
Promoter
NA - - 50,000 50,000 0.01
23 Nisha Manoj Shah
PAN: ACKPN3673N
Non-
Promoter
N.A - - 50,000 SO,OOO 0.01
24
1-
-
Puneet Singh
PAN: AVTPS7982F
Nan
Promoter
NA - - 5,00,000 5,00,000 0.13
25 Subhash Chand Barjatya
PAN: AECPB9649A
Sarita Jain
Non-
Promoter
Non
NA - - 20,00,000 20,00,000 0.50
26 PAN: ACBPJ0073F
Mayyank Jain
Promoter N.A - - 20,00,000 20,00.000 0.50
27 PAN: ADUPJ9403H
Rajnni J Jain
NOll
Promoter
Non
N.A - - 15,00,000 15,00,000 0.38
28
29
PAN: A YGPSO 1760
Abhishekh Jain
Promoter
Non
N.A - - 1!;.OO,QOO ls,OO,OOO O.3Q
30 PAN: AFRPJ2840P
Deepika Jain
Promoter
Non
NA - - 15,00,000 15,00,000 0.38
31 PAN: AJBPJ1347F
ShaJini Mishra
Promoter
Non
N.A - - 15,00,000 15,00,000 0.38
32 PAN: BVBPMI093C
Rajesh Shah
Promoter
Non-
I
N.A - - 2,22.000 2,22/000 0.06
33 PAN: ABEPS2049C
Ami Niraj Shah
Promoter
Non
N.A
N.A
- - 1,00,000 1,00,000 0.03
PAN: AOUPS9279R. Promoter - - 65,00,000 65,001000 1.63

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire Business Centre, Senapati Bapat Marg, Lower Pare!, Mumbai - 400 013 Phone: +91- 81692 45676 • E-MAIL;cre5\:[email protected] CIN; L51900MH1985PlC037036

17. The current and proposed status of the aUottee(s) post the preferential issues namely promoter or non-promoter:

The Proposed allottees are Non-promoters of the Company and after the proposed preferential issue they will remain the Non-promoter of the Company. The Pre and Post shareholding pattern of the Company is as follows:

Sr. Particulars Pre-Share holdi ng Post-shareholding
No No. of Shares ofTotaJ
%
CapitaJ held
No. of Shares % of Total
CapitaJ held
1. Promoters 3,08,280 0.10 3,08,280 0.08
2. Olher (Non-Promoter) 30,32,69,220 99.90 39,81.87,220 99.92
Total 30,35,77,500 100.00 39,84,95,500 100.00

18. Other Disclosures:

In accordance with the provisions of the Companies Act, 2013 read with applicable rules thereto and re]evant provisions of the SEBI (TCDR) Regulations, 2018} approval of the members for the issue and allotment of the said convertible equity warrants to the above mentioned allottees is being sought by way of a special resolution as set out in the said items of the notice. The issue of equity shares upon the conversion of the warrants would be within the Authorised Share Capital of the Company.

The Board of Directors believe that the proposed preferential issue is in the best interest of the Company and its Members and therefore, recommends the Special Resolution as specified under item no. 1 of the accompanying notice for the approval of the members of the company.

None of the Directors, Key Managerial Personnel of the Company or their respective relatives, is concerned or interested in the above resolution. However, they may be deemed to be concerned to the extent of change in the percentage of their voting rights in the post equity shareholding in the company, if any.

ITEM NO.3:

The company is in the process of raising funds to support its new projects in hdnd. In ord&r to accomplish same, fresh equity share capital has to be issued. The Company may in addition to ~he current Private Placement may raise further funds and such issue of new shares and thereby Increase of the paid-up share capital may exceed the limit of the existing authorised share capital. The Company has planned to increase the Authorised share capital of the Company in advance.

Hence. it is proposed to increase th~ existing authorised share capita] from Its. 44,OO,OO}OOOj- (Rupees Forty-Four Crores On)y) to Rs. 70}OO,OO"OOO/- (Rupees Seventy Crores Only), by

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire Business Centre, Senapati Bapat Marg, Lower Parel, Mumbai _ 400 013 Phone: +91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PLC03703G

addition of Rs. 26,00,00,000/- (Rupees Twenty Six Crores Only) share capital. The nominal value of each equity share is Rs. 1/- (Rupee One Only).

The Board of Directors in its meeting held on Wednesday, February 09,2022 has approved the increase in the authorised share capitJl and for alteration of memorandum as required under section 61 and 64 of the Companies Act, 2013.

The approval of members of the company by way of an ordinary resolution is also necessary for this purpose as per the aforesaid provisions. Therefore, the board hereby seeks the approvaJ of the members for increase its authorised share capital as per the details given in the resolution as set out in Item No 3 of the accompanying postal ballot notice.

None of the Directors, key managerial personnel of the company and their respective relatives are, in any way, concerned or interested in the resolution as set out in ltem No.3, except to the extent of their shareholding in the company, if any.

The Board commends the resolution as set out in Item No.3 to be passed by the members of the company as an ordinary resolution.

ITEM NO.4;

Keeping in view the Company's existing and future financial requirements to support its business operations, the Company needs additiona1 funds. For this purpose, the Company is desirous of raising finance from various Banks and for Financial Institutions and/or any other lending institutions and/or Bodies Corporate and/or such other persons/ IndIviduals as may b~ considered fit, which. together with the moneys already borrowed by the Company [apart from temporary loans obtained from the Company's bankers in the ordinary course of business) may exceed the aggregate of the paid-up capital and the free reserves of the Company. Hence it is proposed to increase the maximum borrowing limits up to Rs.IOO crores (Rupees One Hundred Cores only) over and above the limits prescribed under the said section.

Pursuant to Section 180(1)(c) of the Companies Act,2013, the Board of Directors cannot borrow more than the aggregate amount of the paid-up capital of the Company and its free reserves ~t anyone time except with the consent of the members of the Company.

Further, in order to facilitate securing the borrowing made by the Company, it would be necessary to create charge on the assets or whole of the undertaking of the Company. Section 190[1)(aJ of the Companies Act, 20L3 provides for the power to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company subject to the approval of members_

AccordingJy, the Board of Directors recommends the Special Resolution at Item no. 4 of the accompanying Postal Ballot Notice for the approval of members.

CRESSANDA SOLUTIONS LIMITED

Regd. Off; #414, Empire Business Centre, Senapati 8apat Marg, Lower Parel, Mumbal - 400013 Phone: +91- 81692 45676 • E-MAIL: cressanda123@smaiLcom CIN: L51900MH1985PlCOJ10JG

None of the Directors and Key Managerial Personnel of the Company and their relatives are in any way, concerned or interested, financial or otherwise. in this resolution except to the extent of their shareholding in the Company, if any.

ITEM NO.5:

As per sub- section (2) & (3) of section 186 of the Companies Ac t, 2013, a company is required to obtain the prior approval of the members through a Special Resolution, in case the company wants to-

  • a) give any loan to any person or other body corporate;
  • b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and
  • c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate,

exceeding 60% of its paid-up share capital, free reserves and securities premium account or 1000/ 0of its free reserves and securities premium account, whichever is more.

Your company is growing and therefore in order avail the various opportunities of the prevailing industry, the Board of Directors is seeking approval of the members pursuant to section 186 provisions over and above the limit as specified in the resolution at item no. S.

The said approval is sought keeping in mind the fund requirements of company's subsidiaries / sister concerns in the group companies to meet urgent needs from time to time to yield and grow in business segment.

None of the Directors and/or Key Managerial Personnel (KMP) of the company and/or their respective relatives is, in any way, concerned or interested, financialJy or otherwise, in the special resolution as set out at item no. 5 of the accompanying Notice.

The Board commends the passing of the Special Resolution as set out at item no. 5 of the Notice.

ITEM NO.6:

The Articles of Association ("AOA"] of the Company as presentJy in force are based on the erstwhile Companies Act, 1956 and several regulations in the existing AOA are no longer in conformity with the Companies Act, 2013. Further several reguJations / articJes of the existing AOA of the Company require alteration or deletion pursuant to changes in applicable laws. Therefore, it is considered expedient to wholly replace the existing AOA by a new set of Articles.

The new set of ADA to be substituted in place of the existing AOA. Copy of the draft Articles of Association of the Company would be available for inspection by the members at the Registered Office/Corporate Office of the Company on any working day between 2 P.M. to 4 P.M. upto and including the date of AGM and aJso at the venue of the meeting

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414. Empire Business Centre, Senapati 8apat Marg, Lower Parel, Mumbai - 400013 Phone: +91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PLC037036

None of the Directors or Key Managerial Personnel of the Company and/or their relatives is concerned or interested, financially or othelWise, in the resolution set out at Item NO.6 of the Notice.

ITEM NO.7:

Pursuant to the section 139(8) of the Companies Act, 2013 C'Act"), there is a casual vacancy caused by the resignation of present Statutory auditors and the Board recommends that CA. Rishi Sekhri, proprietor of Mis. Rishi Sekhri & Associates, (Membership No.: 126656/ Firm Registration No.: 128216W) be appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of Mis. C. P. Jharia & Co. (Firm Registration No.: l04058W), till the conclusion of the ensuing annual general meeting of the Company.

CA. Rishi Sekhri, proprietor ofM/s. Rishi Sekhri & Assodates, (Membership No.: 126656/ Firm Registration No.: 128216W) have conveyed their consent and eligibility to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under Companies Act, 2013.

No directors, Key Managerial Personnel and their relatives are concerned and interested in the aforesaid resolution except to the extent of their shareholding and managerial interest in the Company.

Your Directors recommend the passing of the aforesaid resolution as an ordinary resolution.

By the order of the Board For Cressanda Solutions Limited

Milind Palav Director :OIN: 08644812

Place~ Mumbai Date: February 09, 2022

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire Business Centre, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013 Phone: +91- 8169245676 • E-MAIL: [email protected] CIN: L51900MH1985PLC037036

POSTAL BALLOT FORM

[Please read the instructions carefully before compJeting the form in Block Letters]

[Please read the instructions carefully before compJeting the form in Block Letters] __ _-__
Ballot No.
1. Name(s) of Shareholder (s),
2. Name(s) of the Joint-Holder(s), if any
3. Registered address of Shareholder
4. Registered Folio No./DP 10 No./Client ID No.
S. No. of shares held

IjWe hereby exercise my/our vote in respect of the following resolutions to be passed through Postal Ballot for the businesses stated in the Notice of Postal Ballot dated February 09, 2022 of Cressanda Solutions Limited (the "Company") by convening/sending my lour assent or dissent to the said resolutions by placing a tick (vi) mark in the appropriate column below:

Item
No.
Description Shares No. of l/We assent to the
Resolution (FOR)
IfWe dissent to the
Resolution (AGAINST)
1. Appointment of Mr. Soumyadri Shekhar Bose, (DIN:
02795223) as the Managing Director of the Company;
2. Issue convertible Equity Warrants to person(s) belonging
to Non-Promoter Cat~gory on Preferentia.l Basis;
I
3. Increase the Authorised Share Capital of the Company &
Consequent Amendment to the Capital Clause in the
Memorandum of Assodation of the Company;
4. To increase in Borrowing power~ of the Company to Rs.
100 Crores (Rupees Hundred Crores only) over and
above the Jimits specified under Section 180(1)(C) of the
Companies act, 2013;
5. To increase in Limit of Loan and investment by Company
to Rs. 200 Crores (Rupees Hundred Crores only) over and
above the limits specified under Section 186 of the
Companies act. 2013;
6. To approve new Set of Articles of Association as per the
requirements of Companies Act 2013, subject to approval
of the members;
7. AppointmentofM/s. Rishi Sekhri & Associates, Chartered
Accountants, (Firm Registration Number: 12B216Wt
Mumbai as a Statutory Auditors for the Financial year
2021-22.

Place~

Date; Signature of the Shareholder

Note: Please read the instructions printed overleaf carefully before exercising your vote. For e-voting, please refer the instructions under #IE-Voting Facility" in the Postal Ballot Notice attached herewith.

CRESSANDA SOLUTIONS LIMITED

Regd. Off: #414, Empire Business Centre, Senapati Bapat Marg. Lower Parel, Mumbai - 400 013 Phone: +91- 81692 45676 • E-MAIL: [email protected] elN: L51900MH1985PLC037036

Cressanda

INSTRUCTIONS:

    1. The notice is being sent to all the members by the prescribed mode under the Rules (and also electronically by emai.l to those members who have registered their email ids with the Company), whose names appear in the Register of Mem hers / Record of Depositories as on Friday, February 04, 2022.
    1. Members have the option either to vote through the e-voting process or through the Postal Ballot Form. Members who have received the Postal Ballot Notice by email and who wish to vote through Postal Ballot Form can download Postal Ballot Form from the Company's website: vvww.crcssandasolutions.com.
    1. A member desiring to exercise vote by postal ballot may complete this Postal Ballot Form and send it to the Company at its registered office address situated at "#414. Empire Business Centre, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013" in the attached self-addressed Business R~ply Envelope. Postage will be borne and paid by the Company. (However, envelopes containing postal ballots, if sent by courier at the expenses of the registered shareholder will also be accepted.)
    1. The Board of Directors of the Company appointed (S. Chirag Jain (Membership No. Fl1127) Partner of Mis. leA & Co. Practicing Company Secretary, (COP. No. 13687) as the Scrutinizer for conducting the Postal Ballot and electronic voting (e-voting) process. The self-addressed Business Reply Envelope bears the Name of the Scrutinizer.
    1. This form should be completed and signed by the shareholder. In case of joint holding, this form should be completed and signed (as per the specimen signature registered with the Company) by the first named shareholder and in his absence, by the next named shareholder.
    1. Postal Ballots cannot be exercised by Proxies.
    1. Duly completed Postal Ballot Form should reach the Scrutinizer not later than the close of working hours Le., 5:00 P.M on Wednesday, March 16,2022. Postal Ballot Form received after this date will be strictly treated as if the reply from the member has not been received.
    1. Members who are holding shares in electronic form are requested to notify any correction/ change in their name / address / e-mail id immediately to the Depository Participants. In the event of nOTIavailability of Member's latest address either in Company's records or in Depository Participant's records (National Securities Depository Limited / Central Depository Services (India) Limited to the Company).
    1. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the shareholders as on February 04J 2022.
    1. In case of shares held by companies, trusts, societies, etc., the duly completed Postal Ballot Form should be accompanied by a certified true copy of Board Resolution/Authority.
    1. The Scrutinizer's decision on the validity of the postal ballot shall be final.

CRESSANDA SOLUTIONS LIMITED

Regd. Off: 1t414, Empire BUSiness Centre, Senapati Bapat Marg, Lower Pare!, Mumbai - 400013 Phone: +91- 81692 45676 • E-MAIL: [email protected] CIN: L51900MH1985PLC037036