You are here » Home » Companies » Company Overview » Nyssa Corporation Ltd

Nyssa Corporation Ltd.

BSE: 504378 Sector: Infrastructure
NSE: N.A. ISIN Code: INE812K01027
BSE LIVE 15:03 | 11 Dec 2.07 -0.01
(-0.48%)
OPEN

2.07

HIGH

2.07

LOW

2.07

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 2.07
PREVIOUS CLOSE 2.08
VOLUME 500
52-Week high 10.15
52-Week low 0.99
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.07
Sell Qty 8849.00
OPEN 2.07
CLOSE 2.08
VOLUME 500
52-Week high 10.15
52-Week low 0.99
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.07
Sell Qty 8849.00

Nyssa Corporation Ltd. (NYSSACORP) - Director Report

Company director report

To

The Members

NYSSA CORPORATION LIMITED Mumbai

Your Directors have pleasure in presenting their 35th Annual Report on theAudited Financial Statement of Nyssa Corporation Limited ("the Company") for theFinancial Year ended March 312016.

1. FINANCIAL RESULTS

The summarized Standalone financial performance of the Company for the FY 2015-16 andFY 2014-15 is given below:

[Amount in )

Particulars F.Y. 2015-2016 F.Y.2014-15
Gross Income 70382285 97727593
Profit/(Loss) before depreciation interest and tax 19977941 45453967
Financial costs 5019869 8135823
Depreciation & Amortisation 40370 53341
Profit before exceptional and extraordinary items and tax 14917702 37264802
- Exceptional Items / Extraordinary Items - -
Profit Before Tax 14917702 37264802
- Current Tax - Income Tax 3365524 7547618
- Earlier Year Tax - Short/(Excess) Provision of Tax 724648 15330
- Deferred Tax 1667 (15462)
- MAT Credit entitlement 1834476 4652382
Net Profit After Tax 8991387 25064934
Balance of Profit brought forward 137978771 112913837
Balance available for appropriation 146970159 137978771
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -
Transfer to General Reserve - -
Surplus carried to Balance Sheet 8991387 25064934

2. REVIEW OF OPERATIONS

During the year under review the Company has posted total Income of ' 70328285/-(Rupees Seven Crore Three Lacs Twenty Eight Thousand Two Hundred Eight Five only) asagainst total Income of ' 97727593/- (Rupees Nine Crore Seventy Seven Lacs Twenty SevenThousand Five Hundred Ninety Three only) in the corresponding previous year.

Further net profit after tax for the year under review was ' 8991387/- (Rupees EightNine Lacs Ninety One Thousand Three Hundred Eighty Seven only) as against net profit aftertax of ' 25064934/- (Rupees Two Crore Fifty Lacs Sixty Four Thousand Nine Hundred ThirtyFour only) in the corresponding previous year.

3. FUTURE PROSPECT

The Company has been in the business of real estate development and construction sincea long time and it looks forward to expand in the same field in the upcoming years. Thecompany is on the verge of finishing both the projects of Kalyan and Surat and will behanding over the same probably in the ongoing financial year. Also the company is in theprocess of identifying new projects and has initiated talks with potential development ofresidential complex in the Chunabhatti area of Mumbai. The talks of both the proposed siteis in preliminary stages and the company hopes to finalize the deal and start theconstruction activity in upcoming financial years.

Also the management of the company has discussed and envisaged that new businessverticals should be added to the ongoing business activities of the company for mitigatingthe risk both systematic and unsystematic.

4. DIVIDEND AND RESERVES

In order to conserve the resources for the further growth of the Company yourDirectors 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 March 312016 is ' 300 Lacscomprising of 30000000 equity shares of Re. 1/- each. During the year under review theCompany has not issued any equity shares.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the 35th Annual General Meeting held on September 29 2015 Mr. KamleshTiwari was appointed as an Independent Director to hold office for a period of 5 (five)consecutive years. The said Independent Director fulfils the conditions specified in theCompanies Act 2013 and the Rules made there under and they are independent of themanagement and have submitted the Declarations as prescribed under Section 149(6) of theCompanies Act 2013.

During the financial year under review Mr. Ashish Kapoor resigned from theDirectorship of the Company w.e.f. August 312015.

Further the Board of Directors of the Company at their meeting held on September012015 appointed Mrs. Aditi Maheshwari as an Additional (Woman) Director of the Companypursuant to the provisions of Section 161(1) of the Companies Act 2013 read with theArticles of Association of the Company and subsequently she was appointed as CompanySecretary. Further She resigned from Directorship of the company as well as from the postof Company Secretary w.e.f. April 15 2016.

In accordance with section 152(6) of the Companies Act 2013 and in terms of Articlesof Association of the Company Mr. Ravindrakumar Ruia (DIN: 00035853) Director of theCompany retires by rotation and being eligible; offers himself for re-appointment at theforthcoming 35th Annual General Meeting. The Board recommends the saidreappointment for shareholders’ approval.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act 2013 the Board ofDirectors of the Company hereby confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors have devised proper systems to ensure compliance with the provisionsof 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(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 in respect ofemployees of the Company is enclosed as Annexure I and forms part of this Report.

Further no employee of the Company is earning more than the limits as prescribedpursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Amendment Rules 2016 in respect of employees of the Company.

Further the names of top ten employees in terms of remuneration drawn are disclosed inAnnexure II and forms part of this Report.

9. NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and the Listing Agreement / Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

Further 05 (Five) Board Meetings were held during the year ended March 2016 thedates which are 28th May 2015 13th August 2015 1stSeptember 2015 9th November 2015 and 12th February 2016.

Name of the Directors No. of Board Meetings attended
Mr. Ravindrakumar Vinaykumar Ruia 5
Mr. Vivek Moolchand Sharma 5
Mr. Kamlesh Ramraj Tiwari 5
* Mr. Ashish Kapoor 2
**Ms. Aditi Maheshwari 3

* Mr. Ashish Kapoor resigned w.e.f. August 31 2015

** Appointed as a director of the Company w.e.f. September 01 2015 and resigned onApril 15 2016.

10. AUDIT COMMITTEE

Your Company has formed an Audit Committee as per the Companies Act 2013 and thelisting agreement / Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. All members of the Audit Committee possessstrong knowledge of accounting and financial management.

During the Financial Year 2015-16 Four (4) meetings of the Committee were held on May28 2015 August 13 2015 November 09 2015 and on February 12 2016.

Further during the financial year under review you Board has reconstituted the saidcommittee due to changes in Directorships of the Company. Details of the composition ofthe Committee and attendance during the year are as under:

Name of Directors Designation No. of Meetings Attended
1 Mr. Kamlesh Ramraj Tiwari Chairman Independent Director 4
2. Mr. Vivek Moolchand Sharma Member Independent Director 4
3. *Mr. Ashish Kapoor Member Executive Director & CFO 2
4. **Mrs. Aditi Maheshwari Member Non Executive Director 2

* Mr. Ashish Kapoor resigned w.e.f. August 31 2015

** Appointed as a director of the Company w.e.f. September 01 2015 and resigned onApril 15 2016.

Further the Audit Committee is functional as per the provision of Section 177 ofCompanies Act 2013 and Rules made thereunder and as per listing agreement / Regulation 18of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

11. NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration committee of the Company shall perform such role andduties as mentioned in Section 178 of the Companies Act 2013 and listing agreement /Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. The Nomination and Remuneration committee has been assigned to approveand settle the remuneration package with optimum blending of monetary and non-monetaryoutlay.

During the Financial Year 2015-16 Five (5) meetings of the Committee were held on May28 2015 August 13 2015 September 01 2015 November 09 2015 and on February 12 2016.

Further during the financial year under review you Board has reconstituted the saidcommittee due to changes in Directorships of the Company. Details of the composition ofthe Committee and attendance during the year are as under:

Name of Directors Designation No. of Meetings Attended
Mr. Vivek Moolchand Sharma Chairman Independent Director 5
Mr. Kamlesh Ramraj Tiwari Member Independent Director 5
*Mr. Ashish Kapoor Member Executive Director & CFO 2
*Ms. Aditi Maheshwari Member Non Executive Director 2

* Mr. Ashish Kapoor resigned w.e.f. August 31 2015

** Appointed as a director of the Company w.e.f. September 01 2015 and resigned onApril 15 2016.

12. NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act 2013the Nomination and

Remuneration Policy inter-alia providing the terms for appointment and payment ofremuneration to Directors and Key Managerial Personnel is annexed to this Report asAnnexure III.

However considering the need to conserve resources and fund future expansion plans ofthe Company the Executive Directors have agreed not to partake with the salary during theyear under review.

13. STAKEHOLDER RELATIONSHIP COMMITTEE:

During the Financial Year 2015-16 Four (4) meetings of the Committee were held on May28 2015 August 13 2015 November 09 2015 and on February 12 2016.

Further during the financial year under review you Board has reconstituted the saidcommittee due to changes in Directorships of the Company. Details of the composition ofthe Committee and attendance during the year are as under:

Name of Directors Designation No. of Meetings Attended
1 Mr. Vivek Moolchand Sharma Chairman Independent Director 4
2 Mr. Kamlesh Ramraj Tiwari Member Independent Director 4
3. * Mr. Ashish Kapoor Member Executive Director & CFO 2
4. ** Mrs. Aditi Maheshwari Member Non Executive Director 2

* Mr. Ashish Kapoor resigned w.e.f. August 31 2015

** Appointed as a director of the Company w.e.f. September 01 2015 and resigned onApril 15 2016.

The terms of reference were enlarged by the Board to be in line with Section 178 of theCompanies Act 2013 and revised clause 49 of the Listing Agreement / Regulation 20 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. The Committee reviews Shareholder’s / Investor’ s complaintslike non-receipt of Annual Report physical transfer/ transmission/transposition split/consolidation of share certificates issue of duplicate share certificates etc. ThisCommittee is also empowered to consider and resolve the grievance of other stakeholders ofthe Company including security holders.

The total numbers of complaints received during the year were Nil and there was nopending complaint as on March 31 2016.

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the Listing Agreement /Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Committees. TheDirectors expressed satisfaction with the evaluation process.

15. INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as Independent Directorunder the provisions of section 149 of the Companies Act 2013 as well as ListingAgreement / Regulation 17 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

16. EXTRACT OF ANNUAL RETURN:

The Extract of the Annual Return in Form MGT-9 as required under Section 92 of theCompanies Act 2013 is included in this Report as Annexure IV and forms part ofthis Report.

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary company and has not entered into joint venturewith any other company.

18. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report which gives a detailed state of affairsof the Company’s operations forma a part of this Annual Report as Annexure V.

19. 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 asStatutory Auditors of the Company to hold office till the conclusion of the Annual GeneralMeeting to be held in Calendar year 2017. In the terms of the first proviso to Section 139of the Companies Act 2013 the appointment of the Auditors shall be placed forratification at every Annual General Meeting. Accordingly the appointment of M/s CLB& Associates Chartered Accountants as Statutory Auditors of the Company is proposedto placed before members of the Company for ratification.

In regard to the Company has received a Certificate from the Auditors to the effectthat if their appointment is ratified it would be in accordance with the provisions ofSection 141 of the Companies act 2013.

20. SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act 2013 and Rules made there under M/s.Deep Shukla Practicing Company Secretary have been appointed Secretarial Auditors of theCompany. The Secretarial Audit Report is enclosed as Annexure VI to this report.

21. INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal financial controls system. The AuditCommittee of the Board periodically reviews the internal control systems with themanagement and Statutory Auditors. Significant internal audit findings are discussed andfollow-ups are taken thereon.

22. EXPLANATION(S)/ COMMENT(S) PURSUANT TO SECTION 134(3)(f)(i)&(ii) IF ANY OFTHE COMPANIES ACT 2013:

Explanation pursuant to Section 134(3)(f)(i):

There are no adverse remarks/Qualifications made in Statutory Report issued byStatutory Auditor of the Company. Explanation pursuant to Section 134(3)(f)(ii):

1. The Company has appointed Ms. Aditi Maheshwari as Director and Company Secretaryw.e.f. 1st September 2015;

2. The Company is in the process of appointment of Chief Financial Officer (CFO) of theCompany;

3. The Company has already started the process for appointment of Internal Auditorconsidering the nature and size of the business of the Company.

4. The Company has taken up necessary steps to bring the composition of the Nomination& Remuneration committee in compliance with the provisions of the Companies Act 2013read with the Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

5. The Company has faced technical difficulties in filing eforms on MCA portal andhence the same were pending.

Due to some technical reasons the website of the Company faced some difficulties inproper functioning; however the said issues were sorted out and the website is workingeffectively.

23. EMPLOYEES’ STOCK OPTION PLAN

The Company has not provided stock options to any employee.

24. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) and (10) of the Companies Act 2013 aWhistle Blower Policy / Vigil Mechanism for directors and employees to report genuineconcerns has been established. The said Policy has been uploaded on the website of theCompany at http://www.nyssacorporationltd.com/policies.php.The employees of the Company are made aware of the said policy at the time of joining theCompany.

25. RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessmentand minimization procedures. These procedures are reviewed by the Board periodically toensure that there is timely identification and assessment of risks measures to mitigatethem and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 100 listed entities determined on thebasis of market capitalization as at the end of the immediately preceding financial year.Hence compliance under Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable.

26. DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year underreview under Section 76 of the Companies Act 2013. There are no unclaimed depositsunclaimed / unpaid interest refunds due to the deposit holders or to be deposited to theInvestor Education and Protection Fund as on March 312016.

27. LOANS & GUARANTEES

Details of loans granted guarantees provided and investments made by the Company underthe provisions of Section 186 of the Companies Act 2013 are provided in standalonefinancial statement under Note 8 9 & 14 under Notes forming part of financialstatement.

28. INSURANCE

The properties/assets of the Company are adequately insured.

29. RELATED PARTY TRANSACTIONS

As no related party transaction was entered into by the Company with PromotersDirectors Key Managerial Personnel or other designated persons pursuant the provisions ofSection 188(1) of the Companies Act 2013 during the financial year 2015-16 theparticulars as required in form AOC-2 have not been furnished.

30. CORPORATE GOVERNANCE

Good corporate practices ensure that a Company meets its obligations to optimizeshareholders’ value and fulfills its responsibilities to the community customersemployees Government and other segments of the Society. It will therefore be itsconstant endeavour to achieve long term corporate goals. Even though the Company is notpresently covered by the Regulation governing Corporate Governance compliance the Companyhas taken various steps to initiate good Corporate Governance practices.

31. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

(a) Conservation of Energy -

We continue to strengthen our energy conservation efforts. We are always in lookout forenergy efficient measures for operation and value conservation of energy through usage oflatest technologies for quality of services. Although the equipments used by the Companyare not energy sensitive by their very nature still the Company is making best possibleefforts for conservation of energy which assures that the computers and all otherequipments to be purchased by the Company strictly adhere to environmental standards andthey make optimum utilization of energy.

(b) Absorption of Technology -

In this era of competition in order to maintain and increase the clients andcustomers we need to provide best quality services to our clients and customers atminimum cost which is not possible without innovation and adapting to the latesttechnology available in the market for providing the services.

(c) Research and Development (R&D) -

The Company believes that in order to improve the quality and standards of servicesthe Company has progressive Research and Development Process which should keep onincreasing along with the scale of operations of the Company.

(d) Foreign Exchange Earnings and Outgo -

During the year the total foreign exchange used was ' NIL and the total foreignexchange earned was ' NIL

32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

33. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on December 09 2013. Under the said Act every company is required to set upan Internal Complaints Committee to look into complaints relating to sexual harassment atwork place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace and has set up Committee for implementation of said policy. During the yearCompany has not received any complaint of harassment.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its futureoperations.

35. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report.

36. LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toBSE where the Company’s Shares are listed.

37. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

38. ACKNOWLEDGEMENT

The Directors would like to thank all shareholders customers bankers suppliers andeverybody else with whose help cooperation and hard work the Company is able to achievethe results. The Directors would also like to place on record their appreciation of thededicated efforts put in by the employees of the Company.

For and on behalf of the Board of Directors

Ravindrakumar Ruia Kamlesh Tiwari
Director Director
Date: 10/08/2016 [DIN: 00035853] [DIN: 02679805]
Place: Mumbai
REGISTERED OFFICE:
02 Gulmohar Complex
Opposite Anupam Cinema
Station Road Goregaon (East)
Mumbai - 400063.

Annexure I

Information required under Section 197 of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules2016

i. The Ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2015-16 and

ii. The percentage increase in remuneration of each Director Managing Director &Chief Executive Officer Chief Financial Officer and Company Secretary of the Company inthe financial year 2015-16

Name & Designation Remuneration of each Director & KMP for Financial Year 2015-16 O % increase/ decrease in remuneration in the Financial Year 2015-16 Ratio of remuneration of each Directors to median remuneration of employees
A. Directors
Mr. Ravindrakumar Vinaykumar Ruia - - -
Mr. Vivek Moolchand Sharma - - -
Mr. Kamlesh Ramraj Tiwari 25000/- (Sitting Fees) - -
*Mr. Ashish Kapoor - - -
B. Key Managerial Personnel
**Ms. Aditi Maheshwari 140000/- N.A. 2.35 : 1

MD & CEO - Managing Director & Chief Executive Officer; VC - Vice ChairmanNI-NED - Non Independent Non-Executive Director; I-NED - Independent Non-ExecutiveDirector CFO - Chief Financial Officer; SVP - Senior Vice President; CS - CompanySecretary.

Notes:

1. * Mr. Ashish Kapoor ceased to be Directors w.e.f. August 31 2015. Accordingly theremuneration shown above is for part of the financial year 2015-16.

2. ** Mrs. Aditi Maheshwari appointed as a director cum company secretary of theCompany w.e.f. September 01 2015 and resigned on April 15 2016. Hence the said salarywas paid for a period of 7 months.

3. Median remuneration of all the employees of the Company for the financial year2015-16 is '102000/-.

iii. The percentage increase in the median remuneration of employees in the financialyear 2014-15

Financial Year 2015 - 16 (' Financial Year 2014 - 15 O Increase (%)
Median remuneration of all employees 102000/- 228000/- -55.26

Note: The calculation of % increase in the median remuneration has been done based oncomparable employees. Further due to the completion of projects the highly paid employeesleft the job and so there was a decrease in median remuneration of all employees.

iv. The number of permanent employees on the rolls of Company.

There were 7 permanent employees on the rolls of Company as on March 312016.

v. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.

Average percentile increase in the salaries of employee other than the MD in theFinancial Year 2015-16 was Nil.

vi. Affirmation that the remuneration is as per the Remuneration Policy of the Company

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KMPsSenior Management and other employees of the Company is as per the Remuneration Policy ofthe Company. However considering the need to conserve resources and fund future expansionplans of the Company the Executive Directors have agreed not to partake with the salaryduring the year under review.

Annexure II

Information required under Section 197 of the Companies Act 2013 read with Rule5(2)(a) of the Companies (Appointment and Remuneration of Managerial Personnel) AmendmentRules 2016

Names of employees Designation/ Nature of Duties

Remuneration Qualification Received [' p.a.

Experience in years Age in years Date of commencement of employment Last employment held % of shareholding
Vijay Balgude Accounts Manager 240000/- 12th Pass 16 32 01/04/2013 - -
Pritam Mohite Accounts Executive 108000/- Graduate 15 30 01/04/2013 - -
Gandhar Manchekar Site Incharge 360000/- Graduate 10 30 10/09/2014 Sunrise Constructions -
Ishwar Varhade Site Supervisor 102000/- - 10 50 01/05/2010 - -
Anand Tailor Office Boy 90000/- - 20 51 01/04/2013 - -
Nilesh Avad Office Boy 84000/- - 15 40 01/04/2013 - -
Santosh Kadam Office Boy 96000/- - 3 25 01/10/2013 - -

The following employees are related to the Directors of the Company.

Annexure - III

NOMINATION AND REMUNERATION POLICY

1. CONSTITUTION OF COMMITTEE

The Board of Directors of the Company ("the Board’) constituted the committeeto be known as the Nomination and Remuneration Committee consisting of three or morenon-executive directors out of which not less than one-half are independent directors. TheChairman of the Committee is an Independent Director. However the chairperson of thecompany (whether executive or nonexecutive) may be appointed as a member of the Nominationand Remuneration Committee but shall not chair such Committee."

2. OBJECTIVE

The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andClause 49 under the Listing Agreement. The objective of this policy is to lay down aframework in relation to remuneration of directors KMP senior management personnel andother employees.

The Key Objectives of the Committee would be:

- To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

- To formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of Directors key managerial personnel and other employees.

- To formulation of criteria for evaluation of Independent Director and the Board.

- To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation of the Board.

- To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.

- To provide to Key Managerial Personnel and Senior Management reward linked directlyto their effort performance dedication and achievement relating to the Company’soperations.

- To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

- To develop a succession plan for the Board and to regularly review the plan.

- To assist the Board in fulfilling responsibilities.

- To Implement and monitor policies and processes regarding principles of corporategovernance.

3. APPLICABILITY

- Directors (Executive and Non Executive)

- Key Managerial Personnel

- Senior Management Personnel

4. DEFINITIONS:

"Act" shall mean the Companies Act 2013 and the Rules madethereunder including the modifications amendments clarifications circulars orre-enactment thereof.

"Board" means Board of Directors of the Company.

"Committee" means Nomination and Remuneration Committee of the Companyas constituted or reconstituted by the Board.

"Company" means NYSSA Corporation Limited.

"Directors" mean Directors of the Company.

"Independent Director" means a Director referred to in Section 149 (6)of the Companies Act 2013.

"Key Managerial Personnel" means key managerial personnel as definedunder the Companies Act 2013 and includes -

- Managing Director or Executive Director or manager and in their absence a whole-time director; (includes Executive Chairman)

- Company Secretary;

- Chief Financial Officer; and

- Such other officer as may be prescribed.

"Policy" or "This policy" means Nomination andRemuneration Policy.

"Remuneration" means any money or its equivalent given or passed toany person for services rendered by him and includes perquisites as defined under theIncome Tax Act 1961.

"Senior Management" Senior Management means personnel of the companywho are members of its core management team excluding the Board of Directors. This wouldalso include all members of management one level below the executive directors includingall functional heads.

Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 and the Listing Agreement as maybe amended from time to time shall have the meaning respectively assigned to them therein.

5. ROLE AND POWER OF THE COMMITTEE:-

Matters to be dealt with perused and recommended to the Board by the Nomination andRemuneration Committee:

The Committee shall:

- Formulate the criteria for determining qualifications positive attributes andindependence of a director.

- Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.

- Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel. Policy for appointment and removal of Director KMP and SeniorManagement

(i) . Appointment criteria and qualifications

a. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

b. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

c. The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

(ii) . Term / Tenure

a. Managing Director/Whole-time Director:

- The Company shall appoint or re-appoint any person as its Executive ChairmanManaging Director or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

b. Independent Director:

- An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board’s report.

- No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. However if a person who hasalready served as an Independent Director for 5 years or more in the Company as on October1 2014 or such other date as may be determined by the Committee as per regulatoryrequirement; he/ she shall be eligible for appointment for one more term of 5 years only.

- At the time of appointment of Independent Director it should be ensured that numberof Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act.

c. Evaluation

- The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

d. Removal

- Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

e. Retirement

- The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

Policy relating to the Remuneration for the Whole-time Director KMP and SeniorManagement Personnel

f. General:

- The remuneration / compensation / commission etc. to the Whole-time Director KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required;

- The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage / slabs / conditions laid down in the Articles ofAssociation of the Company and as per the provisions of the Act;

- Increments to the existing remuneration/ compensation structure may be recommended bythe Committee to the Board which should be within the slabs approved by the Shareholdersin the case of Whole-time Director;

- Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.

g. Remuneration to Whole-time / Executive / Managing Director KMP and SeniorManagement Personnel:

- Fixed pay:

The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The breakup of the pay scale and quantum of perquisites includingemployer’s contribution to PF pension scheme medical expenses club fees etc. shallbe decided and approved by the Board/ the Person authorized by the Board on therecommendation of the Committee and approved by the shareholders and Central Governmentwherever required.

- Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Act and if it is not able to comply with such provisionswith the previous approval of the Central Government.

- Provisions for excess remuneration:

If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Act or without theprior sanction of the Central Government where required he / she shall refund such sumsto the Company and until such sum is refunded hold it in trust for the Company. TheCompany shall not waive recovery of such sum refundable to it unless permitted by theCentral Government.

h. Remuneration to Non- Executive / Independent Director:

- Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Articles of Association of the Company and the Act.

- Sitting Fees

The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed ' One Lac per meeting of the Board or Committee or such amount as may beprescribed by the Central Government from time to time.

- Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Act.

- Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

6. MEMBERSHIP:

- The Committee shall consist of a minimum 3 non-executive directors majority of thembeing independent.

- Minimum two (2) members shall constitute a quorum for the Committee meeting.

- Membership of the Committee shall be disclosed in the Annual Report.

- Term of the Committee shall be continued unless terminated by the Board of Directors.

7. CHAIRMAN:

- Chairman of the Committee shall be an Independent Director;

- Chairperson of the Company may be appointed as a member of the Committee but shallnot be a Chairman of the Committee;

- In the absence of the Chairman the members of the Committee present at the meetingshall choose one amongst them to act as Chairman;

- Chairman of the Nomination and Remuneration Committee meeting could be present at theAnnual General Meeting or may nominate some other member to answer the shareholders’queries.

8. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may berequired.

9. COMMITTEE MEMBERS’ INTERESTS

A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

The Committee may invite such executives as it considers appropriate to be present atthe meetings of the Committee.

10. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

11. VOTING

- Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

- In the case of equality of votes the Chairman of the meeting will have a castingvote.

12. MINUTES OF COMMITTEE MEETING

- Proceedings of all meetings must be minuted and signed by the Chairman of theCommittee at the subsequent meeting. Minutes of the Committee meetings will be tabled atthe subsequent Board and Committee meeting.

13. IMPLEMENTATION

- The Committee may issue guidelines procedures formats reporting mechanism andmanuals in supplement and for better implementation of this policy as consideredappropriate.

- The Committee may Delegate any of its powers to one or more of its members.

14. AMENDMENTS TO THE POLICY

- The Board of Directors on its own and / or as per the recommendations of Nominationand Remuneration Committee can amend this Policy as and when deemed fit.

15. AMENDMENTS IN THE LAW

- Any subsequent amendment/modification in the listing agreement and/or otherapplicable laws in this regard shall automatically apply to this Policy.