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Nyssa Corporation Ltd.

BSE: 504378 Sector: Infrastructure
NSE: N.A. ISIN Code: INE812K01027
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OPEN 1.33
CLOSE 1.33
VOLUME 12
52-Week high 2.08
52-Week low 0.99
P/E
Mkt Cap.(Rs cr) 4
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

To

The Members

NYSSA CORPORATION LIMITED Mumbai

Your Directors have pleasure in presenting their 36th Annual Report on theAudited Financial Statement of Nyssa Corporation Limited ("the Company") for theFinancial Year ended March 31 2017.

FINANCIAL RESULTS

The summarized Standalone financial performance of the Company for the FY 2016-17 andFY 2015-16 is given below:

[Amount in `]
Particulars F.Y. 2016-2017 F.Y.2015-16
Gross Income 37626946 70382285
Profit/(Loss) before depreciation interest and tax and Financial Cost 13146490 19977941
Financial costs 2881658 5019869
Depreciation & Amortisation 4110 40370
Profit before exceptional and extraordinary items and tax 10260722 14917702
- Exceptional Items / Extraordinary Items - -
Profit Before Tax 10260722 14917702
- Current Tax - Income Tax 2160600 3365524
- Earlier Year Tax - Short/(Excess) Provision of Tax 269080 724648
- Deferred Tax 78 1667
- MAT Credit entitlement 1301180 1834476
Net Profit After Tax 6529784 8991387
Balance of Profit brought forward 146970158 137978771
Balance available for appropriation 153499942 146970159
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -
Transfer to General Reserve - -
Surplus carried to Balance Sheet 6529784 8991387

REVIEW OF OPERATIONS

During the year under review the Company has posted total Income of Rs. 37626946/-(Rupees Three Crore Seventy Six Lakhs Twenty Six Thousand Nine Hundred Forty Six only) asagainst total Income of Rs. 70382285/- (Rupees Seven Crore Three Lakhs Eighty TwoThousand Two Hundred Eighty Five only) in the corresponding previous year.

Further net profit after tax for the year under review was Rs. 6529784/- (RupeesSixty Five Lacs Twenty Nine Thousand Seven Hundred Eighty Four only) as against net profitafter tax of 8991387/- (Rupees Eight Nine Lacs

Ninety One Thousand Three Hundred Eighty Seven only) in the corresponding previousyear.

FUTURE PROSPECT

During the Financial Year 2016-17 your company has completed and delivered the project"Mark Point" through its partnership firm Mark Developers Surat. Also yourcompany has completed the construction of commercial cum residential tower at Bail BazarKalyan West through sole proprietorship "Om Vasistha Developers" as was expectedby the board of Directors. In the coming year your company has planned to take project atShailendra

Nagar Dahisar East Mumbai under redevelopment scheme and has filed tender documentfor the same. Also your company is planningtocreate fixedrental income to take careslewofrealestatepropertiesthatwillcreate of fixed administrative and other expenses to runthe operations. Your company has been on the path and has successful reduced debt over theyears and is expecting to be debt free in the ongoing financial year 2017-18 which willhelp increase return on equity.

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.

SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31 2016 is Rs. 300 Lacscomprising of 30000000 equity shares of Re. 1/- each. During the year under review theCompany has not issued any equity shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Ms. Aditi Maheshwari resigned from Directorship of thecompany as well as from the post of Company Secretary w.e.f. April 15 2016.

Further the Board of Directors of the Company at their meeting held on November 102016 appointed Mrs. Shubhada Shirke DIN: 07654041 (Woman Director) and Mr. Prasanna Shirke(DIN: 07654053) as an Additional Director of the Company pursuant to the provisions ofSection 161(1) of the Companies Act 2013 read with the Articles of Association of theCompany with effect from November 10 2016.

Further Mr. Ravindrakumar Ruia (DIN: 00035853) resigned from the directorship of theCompany with effect from October 28 2016.

Taking into consideration the composition of the Board of Directors of the Company noDirector shall be counted in determining the Directors liable to retire by rotation forthe financial year under review.

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.

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.

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 Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

Further 07 (Seven) Board Meetings were held during the year ended March 2017 thedates which are 15th April 2016 27th May 2016 05thAugust 2016 10th August 2016 10th November 2016 10thFebruary 2017 and 31st March 2017.

Name of the Directors No. of Board Meetings attended
*Mr. Ravindrakumar Vinaykumar Ruia 4
Mr. Vivek Moolchand Sharma 7
Mr. Kamlesh Ramraj Tiwari 7
**Mrs. Shubhada Prasanna Shirke 3
**Mr. Prasanna Yadav Shirke 3

* Resigned from the Directorship of the Company w.e.f. 28th October 2016

** Appointed as Additional Director w.e.f 10th November 2016

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.

During the Financial Year 2016-17 Five (5) meetings of the Committee were held on May27 2016 August 05 2016 August 10 2016 November 10 2016 and on February 10 2017.

Further during the financial year under review you Board has reconstituted the saidcommittee on April 15 2016 and November 10 2016 and due to changes in Directorships ofthe Company. Details of the composition of the Committee and attendance during the yearare as under:

S. N. Name of Directors Designation No. of Meetings Attended
1. Mr. Kamlesh Ramraj Tiwari Chairman Independent Director 5
2. Mr. Vivek Moolchand Sharma Member Independent Director 5
3. *Mr. Ravindrakumar Ruia Member Executive Director 3
4. **Mr. Prasanna Shirke Member Non Executive Director 2

*Resigned from the Directorship of the Company w.e.f. 28th October 2016

**Appointed as Additional Director w.e.f 10th November 2016

Further the Audit Committee is functional as per the provision of Section 177 ofCompanies Act 2013 and Rules made thereunder and Regulation 18 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

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 Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015. TheNomination and Remuneration committee has been assigned to approve and settle theremuneration package with optimum blending of monetary and non-monetary outlay.

During the Financial Year 2016-17 Four (4) meetings of the Committee were held onApril 15 2016 August 10 2016 November 10 2016 and February 10 2017.

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:

S. N. Name of Directors Designation No. of Meetings Attended
1 Mr. Vivek Moolchand Sharma Chairman Independent Director 5
2. Mr. Kamlesh Ramraj Tiwari Member Independent Director 5
3. *Mr. Ravindrakumar Ruia Member Executive Director 2
4. **Mrs. Shubhada Shirke Member Non Executive Director 2

*Resigned from the Directorship of the Company w.e.f. 28th October 2016**Appointed as Additional Director w.e.f 10th November 2016

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 andpayment of remuneration to Directors and Key Managerial Personnel is annexed to thisReport as Annexure III.

However considering the future outlook and business plan of the Company the ExecutiveDirector have agreed not to partake with the salary during the year under review.

STAKEHOLDER RELATIONSHIP COMMITTEE:

During the Financial Year 2016-17 Four (4) meetings of the Committee were held onApril 18 2016 July 18 2016 October 15 2016 and January 20 2017.

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:

S. N. 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. Prasanna Shirke Member Non Executive Director 1

*Appointed as Additional Director w.e.f 10th November 2016

The terms of reference were enlarged by the Board to be in line with Section 178 of theCompanies Act 2013 and Regulation 20 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. 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 and resolvethe 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 March 31 2017.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Committees. The Directorsexpressed satisfaction with the evaluation process.

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 Regulation 17 ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

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.

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.

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.

STATUTORY AUDITORS' AND AUDITORS' REPORT

Your Directors recommend that M/s. CLB & Associates Chartered AccountantsMumbai [Firm Regd. No.124305W] whose term expires at the ensuing Annual Generalmeeting shall be re-appointed as the Statutory

Auditors of the Company to hold office for the term of 4 years from the conclusion offorthcoming Annual General Meeting held for Financial Year ended 2017 till the conclusionof the 40th Annual General Meeting to be held for the Financial Year 2021.

As required under the provision of section 139 of the Companies Act 2013 the companyhas obtained a written consent and eligibility certificate from M/s. CLB & AssociatesChartered Accountants Mumbai to the effect that appointment if made would be inconformity with the limits specified in the said section.

Auditors Report as issued by M/s. CLB & Associates Chartered Accountants Auditorsof the Company is self explanatory and need not call for any explanation by your Board.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act 2013 and Rules made there under M/s.N.S. Gupta & Associates Practicing Company Secretary have been appointed SecretarialAuditors of the Company. The Secretarial Audit Report is enclosed as Annexure VI tothis report.

INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal financialcontrols 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.

EXPLANATION(S)/ COMMENT(S) PURSUANT TO SECTION 134(3)(f)(i)& (ii) IF ANY OF THECOMPANIES 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):

- The Management of the Company is under active consideration to appoint Key Managerialpersonnel such as Managing Director Whole-time Director Chief Financial Officer andCompany Secretary.

- The Board of Directors is under process to appoint internal auditor of the Company.

- The Company is under process to file pending eforms on MCA portal.

- The Management is actively taking steps to update the website of the Company.

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) and (10) of the Companies Act 2013 andRegulation 22 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 a Whistle Blower Policy / Vigil Mechanism fordirectors and employees to report genuine concerns has been established. The said Policyhas been uploaded on the website of the Company at http://www.nyssacorporationltd.com/policies.php. The employees of the Company are made aware of the said policy at thetime of joining the Company.

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 Companydoes not fall under the ambit of top 100 listed entities determined on the basis ofmarket capitalization Hence compliance under asattheendoftheimmediatelyprecedingfinancial Regulation 21 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is not applicable.

DEPOSITS

The Company has neither accepted nor renewed any fixeddeposits 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 31 2017.

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.

INSURANCE

The properties/assets of the Company are adequately insured.

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 2016-17 theparticulars as required in form AOC-2 have not been furnished.

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.

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 Rs. 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).

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION 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.

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 andcommitmentsaffectingthefinancialposition of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 toBSE where the Company's Shares are listed.

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.

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

sd/-

Shubhada Prasanna Shirke

Director

[DIN: 07654041]

sd/-

Prasanna Yadav Shirke

Director

[DIN: 07654053]

Date: 21/08/2017

Place: Mumbai