DIRECTORS' REPORT To, The Members of NYSSA CORPORATION LIMITED 1.Your Directors have pleasure in presenting the 34th Annual Report and the Audited Statement of Nyssa Corporation Limited ["Company"] for the financial year ended March 31, 2015. 2. REVIEW OF OPERATIONS During the year under review, the Company has posted total Income of Rs. 9,77,27,593/- as against total Income of Rs. 13,11,45,113/- in the corresponding previous year. Net Profit after Tax for the year under review was Rs. 2,50,64,934/- as against Net Profit after Tax of Rs. 3,28,00,372/ - in the corresponding previous year. 3. FUTURE PROSPECT The Company has been in the business of real estate development and construction since a long time and it looks forward to expand in the same field in the upcoming years. The company is on the verge of finishing both the projects of Kalyan and Surat and will be handing over the same probably in the ongoing financial year. Also the company is in the process of identifying new projects and has initiated talks with potential development of residential complexes in the Malad area of Mumbai and a site in the city of thane. The talks of both the proposed sites are in preliminary stages and the company hopes to finalize the deal and start the construction activities in upcoming financial years. Also the management of the company has discussed and envisaged that new business verticals should be added to the ongoing business activities of the company for mitigating the risk both systematic and unsystematic. 4. DIVIDEND AND RESERVES In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review. 5. SHARE CAPITAL The Paid-up Equity Share Capital of the Company as on 31st March, 2015 is Rs. 300 Lacs, comprising of 3,00,00,000 shares of Re. 1/- each. During the year under review, the Company has not issued any equity shares. 6. DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Ashish Kapoor (DIN: 06638960), Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. During the year, Mr. Durgesh Kabra, (DIN: 00017670), Independent Director of Company has resigned w.e.f. November 12, 2014. The Companies Act, 2013 (the Act) provides for appointment of Independent Directors. Sub section (10) of Section 149 of the Companies Act, 2013 (effective from April 1, 2014) provides that Independent Directors shall hold office for a term of up to five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing of a special resolution by the company in the Annual General Meeting and disclosure of such appointment in the Board's report. Sub-section (11) states that no Independent Director shall be eligible to hold office for more than two consecutive terms of five years. Sub- section (13) states that the provisions of retirement by rotation as defined in sub-section (6) and (7) of Section 152 of the Act shall not apply to such Independent Director. Accordingly, Mr. Kamlesh Tiwari (DIN: 02679805) has been appointed as Independent Director with effect from 12th November, 2014 for the term of 5 years subject to approval of the Shareholders of the Company. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. Declaration for meeting the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with Stock Exchanges has been received. 7. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) 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 and loss of the company for that period; (c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors have prepared the annual accounts on a going concern basis; and (e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 8. PARTICULARS OF MANAGERIAL REMUNERATION The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as Annexure I and forms part of this Report. As per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 none of the employees of the Company are in receipt of remuneration exceeding Rs. 60,00,000/- per annum, if employed for whole of the year or Rs. 5,00,000/- per month, if employed for part of the year. 9. EXTRACT OF ANNUAL RETURN: The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report. 10. NUMBER OF BOARD MEETINGS A calendar of meetings is prepared and circulated in advance to the Directors. During the year, 06 (Six) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. 11. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 12. INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement. 13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES The Company does not have any subsidiary company and has not entered into joint venture with any other company. 14. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company's operations forma a part of this Annual Report as Annexure III. 15. STATUTORY AUDITORS' AND AUDITORS' REPORT At the 33rd Annual General Meeting held on September 29, 2014, M/s. CLB & Associates, Chartered Accountant (Firm Regd. No: 124305W) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in Calendar year 2017. In the terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s CLB & Associates, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the Shareholders. In regard to the Company has received a Certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies act, 2013. 16. SECRETARIAL AUDIT In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla, Practicing Company Secretary, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure /V to this report. 17. INTERNAL AUDIT & CONTROLS The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon. However, the Company is in process of appointing Internal Auditor pursuant to Section 138 of the Companies Act, 2013. 18. EXPLANATION(S)/ COMMENT(S) PURSUANT TO SECTION 134(3)(f)(i)& (ii), OF THE COMPANIES ACT, 2013: Explanation pursuant to Section 134(3)(f)(i): There are no adverse remarks/Qualifications made in Statutory Report issued by Statutory Auditor of the Company. Explanation pursuant to Section 134(3)(f)(ii): 1. During the year under review Ms. Priti Malpani was proposed to be appointed as woman Director. However due to some technical snag the Director Identification Number could not be obtained. However the Company is taking all relevant effective steps in order to comply with the applicable provisions of the Act; 2. The Company is in process of appointment of Internal Auditor of the Company; 3. The Company is in process of appointment of Company Secretary; 4. The Company is in process of appointment of Non Executive Director in order to comply with Clause 49 of Listing Agreement and Section 178 of Companies Act, 2013 i.e to form proper composition of Nomination and Remuneration Committee. 19. APPOINTMENT OF COMPANY SECRETARY: The Company is in process of appointing Company Secretary in whole time employment pursuant to Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 20. RE- CONSTITUTION OF AUDIT COMMITTEE All members of the Audit Committee possess strong knowledge of accounting and financial management. The Executive Directors are regularly invited to attend the Audit Committee meetings. Further, the Audit Committee was re-constituted as per the provision of Section 177 of Companies Act, 2013 and rules made thereunder and as per amended clauses of Listing Agreement on 12th November,2014 details of which is provided in the Corporate Governance Report along with other details. 21. RE- CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration Committee was re-constituted on 12th November, 2014 details of which are provided in the Corporate Governance Report. 22. NOMINATION AND REMUNERATION POLICY: The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are provided on the Company's website on the following link: <http://www.nyssacorporationltd.com/>. 23. RE- CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE The Stakeholders Relationship Committee was re-constituted 12th November, 2014 as per the provision of Section 178 of Companies Act, 2013 and rules made thereunder and as per amended clauses of Listing Agreement details of which is provided in the Corporate Governance Report. 4 24. EMPLOYEES' STOCK OPTION PLAN The Company has not provided stock options to any employee. 25. WHISTLE BLOWER POLICY/ VIGIL MECHANISM In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Whistle Blower Policy / Vigil Mechanism for directors and employees to report genuine concerns has been established. The said Policy has been uploaded on the website of the Company at <http://www.nyssacorporationltd.com/>. The employees of the Company are made aware of the said policy at the time of joining the Company. 26. RISK MANAGEMENT POLICY The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. 27. DEPOSITS The Company has not accepted nor renewed any fixed deposits during the FY 2014-15 and as on 3181 March, 2015, there were no outstanding deposits. 28. LOANS & GUARANTEES During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013 to any person or other body corporate. 29. INSURANCE The properties/assets of the Company are adequately insured. 30. RELATED PARTY TRANSACTIONS As no related party transaction was entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons pursuant the provisions of Section 188(1) of the Companies Act, 2013 during the financial year 2014-15 the particulars as required in form AOC-2 have not been furnished. 31. CORPORATE GOVERNANCE CERTIFICATE A Report on Corporate Governance alongwith a certificate from the Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report. 32. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE The Business activities carried out by the Company do not fall under the list of industries specified for which Section 134(3)(m) of the Companies Act, 2013 read with Rule 3 of the Companies (Accounts) Rules, 2014 is applicable and hence disclosures required therein are not applicable to the Company. During the year, the total foreign exchange used was Rs.NIL and the total foreign exchange earned was Rs. NIL 33. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 29th September, 2014), with the Ministry of Corporate Affairs. 34. GENERAL During the year ended 31st March, 2015, there were no cases filed /reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed. During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations. 35. HUMAN RESOURCES Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 36. ACKNOWLEDGEMENT The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company. For and on behalf of the Board of Directors RAVINDRAKUMAR RUIA DIRECTOR & CFO [DIN: 00035853] ASHISH KAPOOR DIRECTOR [DIN: 06638960] Place: Mumbai Date: August 13, 2015 |