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Nyssa Corporation Ltd.

BSE: 504378 Sector: Infrastructure
NSE: N.A. ISIN Code: INE812K01027
BSE 16:01 | 26 May 5.84 0.17
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NSE 05:30 | 01 Jan Nyssa Corporation Ltd
OPEN 5.40
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VOLUME 48588
52-Week high 14.94
52-Week low 4.07
P/E
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.40
CLOSE 5.67
VOLUME 48588
52-Week high 14.94
52-Week low 4.07
P/E
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nyssa Corporation Ltd. (NYSSACORP) - Director Report

Company director report

Dear Members

On behalf of the Board of Directors of the Company it gives me immense pleasure topresent the 40th Annual Report of Nyssa Corporation Limited ("TheCompany") along with the Balance Sheet Profit & Loss Account and Cash FlowStatements for the Financial Year ended 31st March 2021.

Financial Results:

The key highlights of financial performance of the Company for the FY 2020-21 and2019-20 are given below:

(Amount in INR.)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from operations 102833158 15274674 104533158 50752474
Other Income (856665) 13643222 4086934 13563366
Total Revenue 101976494 28917896 108620092 64315840
Total Expenses 92049112 26530485 98742645 61863914
Net Profit/(Loss) Before Tax 9927382 2387412 9877447 2451926
Provision for tax
- Current Tax (Income Tax) 4200000 530000 4200000 530000
- Earlier Year Tax (Short / Excess
Provision of tax) - 22341 - 85121
-Deferred Tax (Liability)/Assets (991) (338) 991 (338)
-MAT credit entitlement - - - -
Profit /(Loss) for the period from
Continuing Operations 5726391 1835409 5676456 1837143
Other Comprehensive Incomes
(i) Items that will not be reclassified to Profit or Loss - - - -
(ii)Tax relating to items that will not be reclassified to profit or loss - - - -
Other Comprehensive Incomes for the year net of tax - - - -
Total Comprehensive Income for the Period 5726391 1835409 5676456 1837143
Earnings per Equity Share
(Basic and Diluted) 0.19 0.06 0.19 0.06

Review of Operations

Standalone

During the year under review the Company has posted Total Revenue ofINR.101976494/- as against for the corresponding previous year of INR 28917896/-.

Further the Company earned Total Comprehensive Income INR. 5726391/- as againsttotal Comprehensive Income of INR. 1835409/- for the corresponding previous year.

Consolidated

During the year under review the Company has posted Total Revenue ofINR.108620092/- as against for the corresponding previous year of INR. 64315840/-

Further the Company earned total Comprehensive Income INR. 5676456/- as againstTotal Comprehensive Income of INR. 1837143/- for the corresponding previous year.

Share Capital

The Authorised Share Capital of the Company as on 31st March 2021 is INR.52000000/- divided into 52000000 Equity Shares of INR 1/- each.

Issued Subscribed and Paid-up Equity Share Capital of the Company is INR.30000000/- comprising of 30000000 Equity shares of INR. 1/- each.

During the year under review the Company has not issued any equity shares.

State of Affairs and Future Outlook

Your Company is planning to create a slew of real estate assets that will create fixedrental income to take care of fixed administrative and other expenses to run theoperations. Your company is identifying various land parcels in Mumbai Metropolitan regionto identify projects for future growth under joint property development/outrightpurchase/barter development model. Considering that lockdown restrictions due to two wavesof Covid-19 has hit the country hard and has severally affected Indian economy as well asReal Estate Industry Real Estate Regulation Act has been notified and in force since 1stMay 2016 Goods and Service Tax implemented and effects of demonization still effectingthe Indian Economy and real estate as a whole your company has taken a conservativeapproach towards real estate development and is acquiring properties only afterconsidering the pros and cons of the Act. However as the lockdown restrictions are beinggradually eased and vaccination rate is increasing the Indian Economy is graduallyrecovering with hopes of strong future growth which your company is hoping to encash onbased on opportunities that may come up.

Dividend

No dividend has been recommended by the Board for the financial year under review.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits in the profitand loss account.

Covid-19 and its impact

The Company's operations were disrupted by the prolonged lock down announced by theGovernment consequent to COVID-19 crisis partly in the month of March 2020 fully in themonth of April 2020 and partly in the month of May 2020 partly in month of March 2021fully in month of April 2021 May 2021 June 2021. The management has assessed the impactof the lockdown & consequent economic slowdown on business operations revenues cashflows and other financial parameters as on 31st March 2021. It has evaluatedand assessed that the current situation will not affect the recoverability of thecompany's assets ongoing pertinence of its business valuation' & realisation of itsinventory as also its ability to repay liabilities. While evaluating the impact themanagement has considered the global economic conditions as well as information emanatingfrom external and internal sources and is hopeful that future of Indian economy will seea reasonable recovery.

Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the Listing Regulationsis annexed to the report as Annexure I and is incorporated herein by reference andforms an integral part of this report.

Directors and Key Managerial Personnel

At the 39th Annual General Meeting (AGM) held on 31st December2020 Mrs. Shubhada Shirke (DIN: 07654041) was re-appointed as the Director of theCompany liable to retire by rotation.

In accordance with section 152(6) of the Companies Act 2013 and in terms of Articlesof Association of the Company Mr. Prasanna Shirke (DIN: 07654053) Director of theCompany retires by rotation and being eligible; offers himself for reappointment at theforthcoming 40th Annual General Meeting. The Board recommends the said reappointment forshareholders' approval.

Mr. Vivek Moolchand Sharma expired on 27th November 2020.

* DIN Status of Mr. Kamlesh Tiwari (DIN: 02679805) is deactivated due to non-filing ofForm DIR-3 KYC.

Further Pursuant to Section 203 of the Companies Act 2013 the Key ManagerialPersonnel of the Company are:

Sr. No Name of KMP Designation
1. Mr. Prasanna Shirke Whole Time Director
2. Ms. Nikita Ashok Poddar Company Secretary

Disqualification by ROC u/s 164 (2) of Companies Act 2013

All the directors of the Company have confirmed that they satisfy the fit and propercriteria as prescribed under the applicable regulations and that they are not disqualifiedfrom being appointed as directors in terms of Section 164(2) of the Companies Act 2013.

Declaration by Independent Directors

The Independent Director(s) of the Company have given declaration that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of the Listing Regulations. In the opinion of the Board they fulfilthe conditions of independence as specified in the Act and the Rules made thereunder andare independent of the management.

Board Meetings

Dates for Board Meetings are well decided in advance and communicated to the Board andthe intervening gap between the meetings was within the period prescribed under theCompanies Act 2013 and the Listing Agreement. The information as required underRegulation 17(7) read with Schedule II Part A of the LODR is made available to the Board.The agenda and explanatory notes are sent to the Board in advance.

The Board periodically reviews compliance reports of all laws applicable to theCompany. The Board meets at least once a quarter to review the quarterly financial resultsand other items on the agenda and also on the occasion of the Annual General Meeting(‘AGM') of the Shareholders. Additional meetings are held when necessary.

Further Committees of the Board usually meet on the same day of formal Board Meetingor whenever the need arises for transacting business. The recommendations of theCommittees are placed before the Board for necessary approval and noting.

During the financial year 05 (Five) Board Meetings were held on 06th July2020 14th September 2020 10th November 2020 05thDecember 2020 12th February 2021.

The gap between any two Board meetings during this period did not exceed one hundredand twenty days.

Attendance details of Directors for the year ended 31st March 2021 aregiven below:

Name of the Directors Designation No. of Board Meetings attended
Mr. Kamlesh Tiwari Non Executive Independent Director 05
Mrs. Shubhada Shirke Non Executive Non Independent Director 05
Mr. Prasanna Shirke Whole-time Director 05

Discussions with Independent Directors

The Board's policy is to regularly have separate meetings with Independent Director toupdate them on all business related issues new initiatives and changes in the industryspecific market scenario. At such meetings the Executive Directors and other Members ofthe Management make presentations on relevant issues.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the Listing Agreement/ SEBI(LODR) Regulations 2015 the Board has carried out an annual performance evaluation ofits own performance the directors individually as well as the evaluation of the workingof its Committees. The Directors expressed satisfaction with the evaluation process.

Audit Committee

Your Company has formed an Audit Committee as per the Companies Act 2013 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. All members of the Audit Committee possess strong knowledge ofaccounting and financial management.

The primary objective of the Audit Committee is to monitor and provide an effectivesupervision of the Management's financial reporting process to ensure accurate and timelydisclosures with the highest levels of transparency integrity and quality of financialreporting. The Committee oversees the work carried out in the financial reporting processby the Management the statutory auditor and notes the processes and safeguards employedby each of them.

During the Financial Year 2020-21 04 (Four) meetings of the Committee were heldon 06th July 2020 14th September 2020 05th December2020 12th February 2021.

Further during the year under review there were no changes in the Composition of theCommittee. Details of the composition of the Committee and attendance during the year areas under:

Sr.No. Name of Directors/ Members Designation No. of Meetings Attended
1 Mr. Kamlesh Tiwari Chairman Independent Director 04
2 Mr. Prasanna Shirke Member Executive Director 04
3 Mrs. Shubhada Shirke Member Non-Executive Director 04

The Audit Committee is functional as per the provision of Section 177 of Companies Act2013 and Rules made thereunder and Regulation 18 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the Company shall perform such roles andduties as mentioned in Section 178 of the Companies Act 2013 and Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

Your Company has formed a Nomination & Remuneration Committee to lay down norms fordetermination of remuneration of the executive as well as non-executive directors andexecutives at all levels of the Company. The Nomination & Remuneration committee hasbeen assigned to approve and settle the remuneration package with optimum blending ofmonetary and non-monetary outlay.

During the Financial Year 2020-21 02 (two) meetings of the Committee were held on 06thJuly2020 and 05th December 2020 .

Further during the year under review there were no changes in the Composition of theCommittee. Details of the composition of the Committee and attendance during the year areas under:

Sr.No. Name of Directors/ Members Designation No. of Meetings Attended
1 Mr. Kamlesh Tiwari Chairman Independent Director 02
2 Mr. Prasanna Shirke Member Executive Director 02
3 Mrs. Shubhada Shirke Member Non-Executive Director 02

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors. This policy also lays down criteria for selection andappointment of Board Members. The Board of Directors is authorized to decide Remunerationto Executive Directors. The Remuneration structure comprises of Salary and Perquisites.Salary is paid to Executive Directors within the Salary grade approved by the Members. TheNomination & Remuneration committee has been assigned to approve and settle theremuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178 of the Companies Act 2013 theNomination and Remuneration Policy inter-alia providing the terms for appointment andpayment of remuneration to Directors and Key Managerial Personnel is annexed to thisreport as Annexure II.

During the year there have been no changes to the Policy.

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 III and forms an integral part of thisreport.

Further the names of top ten employees in terms of remuneration drawn are disclosed inAnnexure IV pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016.

Stakeholders Relationship Committee

Your Board has constituted a Stakeholders Relationship Committee to specifically lookinto the mechanism of redressal of grievances of shareholders etc. The Committee reviewsShareholder's / Investor's complaints like non-receipt of Annual Report PhysicalTransfer/ Transmission/Transposition Split/ Consolidation of Share Certificates Issue ofDuplicate Share Certificates etc. This Committee is also empowered to consider andresolve the grievance of other stakeholders of the Company including security holders.

The total numbers of complaints received during the year were NIL and there was nopending complaint as on 31stMarch 2021. During the Financial Year 2020-21 02(two) meetings of the Committee were held on 06th July 2020 and 05thDecember 2020 . Details of the composition of the Committee and attendance during theyear are as under:

Sr. No. Name of Directors/ Members Designation No. of Meetings Attended
1 Mr. Kamlesh Tiwari Chairman Independent Director 02
2 Mr. Prasanna Shirke Member Executive Director 02
3 Mrs. Shubhada Shirke Member Non-Executive Director 02

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;

(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.

Extract of Annual Return:

Pursuant to Notification dated 28th August 2020 issued by Ministry ofCorporate Affairs as published in the Gazette of India on 28th August 2020 thedetails forming part of Annual Return is not required to be furnished herewith to thisreport. However the annual return shall be made available on the website of the Company.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any subsidiary / Associate company and has not entered intojoint venture with any other company.

Further the Company is a partner of M/s. Mark Developers Partnership firm and has aprofit sharing ratio of 99.00%.

During the year the Board of Directors reviewed the affairs of said entity. We havein accordance with applicable Accounting Standards read with the Companies Act 2013prepared consolidated financial statements of the Company and all its entity(ies) whichform part of the Integrated Report.

Auditors

(i) Statutory Auditors'

At the 36th Annual General Meeting held on September 29th 2017M/s CLB & Associates Chartered Accountants were appointed as Statutory Auditors ofthe Company to hold office till the conclusion of 40th Annual General Meetingto be held for the Financial Year ended 2021.

The tenure of M/s CLB & Associates expires at the ensuing Annual General Meetinghence the Board proposes appointment of M/s G.P Sharma & Co. LLP CharteredAccountants (FRN:109957W/W100247) as the Statutory Auditor of the Company on therecommendation of Audit Committee for the approval of members for a period of 05 yearsi.e. From the conclusion of ensuing 40th Annual General Meeting till the conclusion of 45thAnnual General Meeting to be held in the Year 2026. Also the Board recommends to themembers approval of Statutory Auditors' remuneration.

Hence the Notice convening the ensuing AGM contains a resolution on appointment ofStatutory Auditors. Further M/s G.P Sharma & Co. LLP Chartered Accountants(FRN:109957W/W100247) has confirmed that they are eligible to be appointed as theStatutory Auditors of the Company to audit the books of accounts of the Company.

M/s G.P Sharma & Co. LLP Chartered Accountants (FRN:109957W/W100247) have givenconsent to act as the Auditors of the Company and have confirmed that the said appointmentshall be in accordance with the conditions prescribed under Section 139 and 141 of theCompanies Act 2013.

(ii) Cost Audit

As per the Cost Audit Orders and in terms of the provisions of Section 148 and allother applicable provisions of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 Cost Audit is not applicable to our Company.

(iii) Secretarial Audit

In terms of Section 204 of the Act and Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014the Board of Directors of the Company had appointedShivani Tiwari Practicing Company Secretary to undertake Secretarial Audit of theCompany for the F.Y 2020-21. The Secretarial Audit Report is enclosed as Annexure Vto this report.

Explanation(s)/ Comment(s) pursuant to Section 134(3)(f)(i)&(ii) if any of TheCompanies Act 2013:

Pursuant to Section 134(3)(f)(i)

There are no adverse remarks/Qualifications made in Statutory Report issued byStatutory Auditor of the Company.

Pursuant to Section 134(3) (f) (ii)

i. The Company is in process to take a suitable step to fill in the gap regardingIndependent Director so that the prescribed norms can be fulfilled for composition ofAudit committee as required;

ii The company is in process to file Form MGT-14 for apoointment of an internal Auditor

iii The company is in process to appoint Chief Financial Officer of the company

iv The Company is taking active steps to update website of the Company;

v Company is in process of appointing Chief Financial Officer hence filing of ACTIVEForm INC-22A is pending.

vi The Company is in process of making application for condonation of delay with theCentral Government since there was delay of more than 300 days in fling Form MGT-14.

vii The Company is in process to file form(s) for special resolution passed at theAnnual General Meeting held on 31st December 2020.

Internal Audit & Controls

The Company has in place adequate internal financial controls with reference to thefinancial statement. The Audit Committee of the Board periodically reviews the internalcontrol systems with the management and Statutory Auditors.

Employees' Stock Option Plan

The Company has not provided stock options to any employee.

Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligation and Disclosure Regulations) 2015 a VigilMechanism for directors and employees to report genuine concerns has been established. Theemployees of the Company are made aware of the said policy at the time of joining theCompany.

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 annually to ensurethat there is timely identification and assessment of risks measures to mitigate themand 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.

Corporate Governance Report

The provisions of the Corporate Governance is not applicable to the Company pursuant toRegulation 15(2)(a) of Securities And Exchange Board of India (Listing Obligations AndDisclosure Requirements) Regulations 2015. The Company has taken various steps toinitiate good Corporate Governance practices.

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 31st March 2021.

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 Notes 3 & 4 under Notes forming part of financial statement.

Related Party Transactions

During the financial year 2020-21 your Company has entered into various arrangement /transactions with related parties as defined under the IND – AS all of them are inthe ordinary course of business. However pursuant to the provisions of Section 178 188of the Companies Act 2013 and Regulation 23 of the Listing Regulations omnibus approvalof the Audit Committee was sought for entering into the related party transactions.

During the year the Company had not entered into any contract arrangement ortransaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.

In accordance with the Indian AS 24 the related party transactions are disclosed underNote No 1 of the Financial Statements.

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:

Even though its operations are not energy-intensive significant measures are taken toreduce energy consumption by using energy-efficient equipment. The Company regularlyreviews power consumption patterns across all locations and implement requisiteimprovements/changes in the process in order to optimize energy/ power consumption andthereby achieve cost savings. Energy costs comprise a very small part of the Company'stotal cost of operations. However as a part of the Company's conservation of energyprogramme the management has appealed to all the employees/workers to conserve energy.

(b) Absorption of Technology:

1) The efforts made towards technology absorption:

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.

2) Benefits derived as a result of the above efforts:

As a result of the above the following benefits have been achieved:

a) Better efficiency in operations

b) Reduced dependence on external sources for technology for developing new productsand upgrading existing products.

3) The Company has not imported any technology during the year under review.

4) The Company has not expended any expenditure towards Research and Development duringthe year under review.

(5) Foreign Exchange Earnings and Outgo:

During the year the total foreign exchange used was NIL and the total foreign exchangeearned was NIL.

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).

Corporate Social Responsibility

The Company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitute Corporate Social Responsibility Committee and frame a policythereof.

Obligation of Company under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment at workplace (Prevention prohibition and Redressal) Act 2013.All employees (permanent contractual temporary trainees) are covered under this policy.During the year ended 31st March 2021 Company has not received any complaintof harassment.

Listing with Stock Exchange

The shares of the Company are listed on BSE only.

Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of theapplicable secretarial standards issued by The Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively.

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.

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.

Personnel

The spirit of trust transparency and teamwork has enabled the Company to buildtradition of partnership and harmonious industrial relations. Your Directors recordsincere appreciation of dedication and commitment of employees to achieve excellence inall areas of business.

Others

1. No equity shares were issued with differential voting rights as to dividend votingor otherwise.

2. The Company has not resorted to buy back of equity shares during the year underreview

3. No fraud was reported by the auditors of the Company under Section 143(12) of theAct to the Audit Committee.

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.

.