| To,
The Members of
NYSSA CORPORATION LIMITED
The Directors have pleasure in presenting the 34th Annual Report and
the Audited Statement of Nyssa Corporation Limited ["Company"] for the
financial year ended March 31, 2015.
1. FINANCIAL RESULTS:
The summarized Standalone financial performance of the Company for the
FY 2014-15 and FY 2013-14 is given below:
Amount in Rs.
Particulars FY 2014-2015 FY 2013-14
Gross Income 9,77,27,593 13,11,45,113
Profit Before Interest and Depreciation 4,54,53,967 3,28,97,488
Finance Charges 81,35,823 63,35,914
Provision for Depreciation 53,341 24,336
Net Profit Before Tax 3,72,64,802 2,65,37,238
Provision for Tax
- Current Tax - Income Tax 1,22,00,000 46,00,000
- Earlier Year Tax- Short/(Excess)
Provision of Tax 15,330 1,16,302
- Deferred Tax (15,462) (1,784)
- MAT Credit entitlement - (1,09,77,652)
Net Profit After Tax 2,50,64,934 328,00,372
Balance of Profit brought forward 11,29,13,837 8,01,13,464
Balance available for appropriation 13,79,78,771 11,29,13,837
Proposed Dividend on Equity Shares Nil Nil
Tax on proposed Dividend Nil Nil
Transfer to General Reserve Nil Nil
Surplus carried to Balance Sheet 2,50,64,934 3,28,00,372
2. REVIEW OF OPERATIONS
During the year under review, the Company has posted total Income of
Rs. 9,77,27,593/- as against total Income of Rs. 13,11,45,113/- in the
corresponding previous year.
Net Profit after Tax for the year under review was Rs. 2,50,64,934/- as
against Net Profit after Tax of Rs. 3,28,00,372/ - in the corresponding
previous year.
3. FUTURE PROSPECT
The Company has been in the business of real estate development and
construction since a long time and it looks forward to expand in the
same field in the upcoming years. The company is on the verge of
finishing both the projects of Kalyan and Surat and will be handing
over the same probably in the ongoing financial year. Also the company
is in the process of identifying new projects and has initiated talks
with potential development of residential complexes in the Malad area
of Mumbai and a site in the city of thane. The talks of both the
proposed sites are in preliminary stages and the company hopes to
finalize the deal and start the construction activities in upcoming
financial years. Also the management of the company has discussed and
envisaged that new business verticals should be added to the ongoing
business activities of the company for mitigating the risk both
systematic and unsystematic.
4. DIVIDEND AND RESERVES
In order to conserve the resources for the further growth of the
Company, your Directors think fit not to recommend any dividend for the
year under review.
5. SHARE CAPITAL
The Paid-up Equity Share Capital of the Company as on 31st March, 2015
is Rs. 300 Lacs, comprising of 3,00,00,000 shares of Re. 1/- each.
During the year under review, the Company has not issued any equity
shares.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with section 152(6) of the Companies Act, 2013 and in
terms of Articles of Association of the Company Mr. Ashish Kapoor (DIN:
06638960), Director of the Company, retires by rotation at the
forthcoming Annual General Meeting and being eligible, offer himself
for reappointment.
During the year, Mr. Durgesh Kabra, (DIN: 00017670), Independent
Director of Company has resigned w.e.f. November 12, 2014.
The Companies Act, 2013 (the Act) provides for appointment of
Independent Directors. Sub section (10) of Section 149 of the Companies
Act, 2013 (effective from April 1, 2014) provides that Independent
Directors shall hold office for a term of up to five consecutive years
on the Board of a Company, but shall be eligible for re-appointment on
passing of a special resolution by the company in the Annual General
Meeting and disclosure of such appointment in the Board's report.
Sub-section (11) states that no Independent Director shall be eligible
to hold office for more than two consecutive terms of five years. Sub-
section (13) states that the provisions of retirement by rotation as
defined in sub-section (6) and (7) of Section 152 of the Act shall not
apply to such Independent Director.
Accordingly, Mr. Kamlesh Tiwari (DIN: 02679805) has been appointed as
Independent Director with effect from 12th November, 2014 for the term
of 5 years subject to approval of the Shareholders of the Company.
The terms and conditions of appointment of Independent Directors are as
per Schedule IV of the Act. Declaration for meeting the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013
and Clause 49 of the Listing Agreement entered into with Stock
Exchanges has been received.
7. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the
Board of Directors of the Company hereby confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern
basis; and
(e) the directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
8. PARTICULARS OF MANAGERIAL REMUNERATION
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, is enclosed as
Annexure I and forms part of this Report.
As per the provisions specified in Chapter XIII of Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 none
of the employees of the Company are in receipt of remuneration
exceeding Rs. 60,00,000/- per annum, if employed for whole of the year
or Rs. 5,00,000/- per month, if employed for part of the year.
9. EXTRACT OF ANNUAL RETURN:
The details forming part of the Extract of the Annual Return in Form
MGT-9, as required under Section 92 of the Companies Act, 2013 is
included in this Report as Annexure II and forms part of this Report.
10. NUMBER OF BOARD MEETINGS
A calendar of meetings is prepared and circulated in advance to the
Directors. During the year, 06 (Six) Board Meetings were convened and
held, the details of which are given in the Corporate Governance
Report. The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and the Listing Agreement.
11. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Committees. The Directors
expressed satisfaction with the evaluation process. The manner in which
the evaluation has been carried out has been explained in the Corporate
Governance Report.
12. INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosure to the Board
that they fulfill all the requirements as to qualify for their
appointment as Independent Director, under the provisions of section
149 of the Companies Act, 2013 as well as Clause 49 of the Listing
Agreement.
13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary company and has not entered
into joint venture with any other company.
14. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, which gives a detailed
state of affairs of the Company's operations forma a part of this
Annual Report as Annexure III.
15. STATUTORY AUDITORS' AND AUDITORS' REPORT
At the 33rd Annual General Meeting held on September 29, 2014, M/s. CLB
& Associates, Chartered Accountant (Firm Regd. No: 124305W) were
appointed as Statutory Auditors of the Company to hold office till the
conclusion of the Annual General Meeting to be held in Calendar year
2017. In the terms of the first proviso to Section 139 of the Companies
Act, 2013, the appointment of the Auditors shall be placed for
ratification at every Annual General Meeting. Accordingly, the
appointment of M/s CLB & Associates, Chartered Accountants, as
Statutory Auditors of the Company, is placed for ratification by the
Shareholders. In regard to the Company has received a Certificate from
the Auditors to the effect that if they are reappointed, it would be in
accordance with the provisions of Section 141 of the Companies act,
2013.
16. SECRETARIAL AUDIT
In terms of Section 204 of the Act and Rules made there under, M/s.
Deep Shukla, Practicing Company Secretary, have been appointed
Secretarial Auditors of the Company. The Secretarial Audit Report is
enclosed as Annexure IV to this report.
17. INTERNAL AUDIT & CONTROLS
The Company has in place adequate internal financial controls with
reference to the financial statement. The Audit Committee of the Board
periodically reviews the internal control systems with the management,
Internal Auditors and Statutory Auditors. Significant internal audit
findings are discussed and follow-ups are taken thereon.
However, the Company is in process of appointing Internal Auditor
pursuant to Section 138 of the Companies Act, 2013.
18. EXPLANATION(S)/ COMMENT(S) PURSUANT TO SECTION 134(3)(f)(i)& (ii),
OF THE COMPANIES ACT, 2013: Explanation pursuant to Section
134(3)(f)(i):
There are no adverse remarks/Qualifications made in Statutory Report
issued by Statutory Auditor of the Company.
Explanation pursuant to Section 134(3)(f)(il):
1. During the year under review Ms. Priti Malpani was proposed to be
appointed as woman Director. However due to some technical snag the
Director Identification Number could not be obtained. However the
Company is taking all relevant effective steps in order to comply with
the applicable provisions of the Act;
2. The Company is in process of appointment of Internal Auditor of the
Company;
3. The Company is in process of appointment of Company Secretary;
4. The Company is in process of appointment of Non Executive Director
in order to comply with Clause 49 of Listing Agreement and Section 178
of Companies Act, 2013 i.e to form proper composition of Nomination and
Remuneration Committee.
19. APPOINTMENT OF COMPANY SECRETARY:
The Company is in process of appointing Company Secretary in whole time
employment pursuant to Section 203 of the Companies Act, 2013 read with
Rule 8 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
20. RE- CONSTITUTION OF AUDIT COMMITTEE
All members of the Audit Committee possess strong knowledge of
accounting and financial management. The Executive Directors are
regularly invited to attend the Audit Committee meetings.
Further, the Audit Committee was re-constituted as per the provision of
Section 177 of Companies Act, 2013 and rules made thereunder and as per
amended clauses of Listing Agreement on 12th November,2014 details of
which is provided in the Corporate Governance Report along with other
details.
21. RE- CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee was re-constituted on 12th
November, 2014 details of which are provided in the Corporate
Governance Report.
22. NOMINATION AND REMUNERATION POLICY:
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors. This policy also lays down
criteria for selection and appointment of Board Members. The details of
this policy are provided on the Company's website on the following
link: http://www.nyssacorporationltd.com/.
23. RE- CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee was re-constituted 12th
November, 2014 as per the provision of Section 178 of Companies Act,
2013 and rules made thereunder and as per amended clauses of Listing
Agreement details of which is provided in the Corporate Governance
Report.
24. EMPLOYEES' STOCK OPTION PLAN
The Company has not provided stock options to any employee.
25. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Whistle Blower Policy / Vigil Mechanism for directors and
employees to report genuine concerns has been established. The said
Policy has been uploaded on the website of the Company at
http://www.nyssacorporationltd.com/. The employees of the Company are
made aware of the said policy at the time of joining the Company.
26. RISK MANAGEMENT POLICY
The Company has laid down the procedure to inform the Board about the
risk assessment and minimization procedures. These procedures are
reviewed by the Board annually to ensure that there is timely
identification and assessment of risks, measures to mitigate them, and
mechanisms for their proper and timely monitoring and reporting.
27. DEPOSITS
The Company has not accepted nor renewed any fixed deposits during the
FY 2014-15 and as on 31* March, 2015, there were no outstanding
deposits.
28. LOANS & GUARANTEES
During the year under review, the Company has not provided any loan,
guarantee, security or made any investment covered under the provisions
of Section 186 of the Companies Act, 2013 to any person or other body
corporate.
29. INSURANCE
The properties/assets of the Company are adequately insured.
30. RELATED PARTY TRANSACTIONS
As no related party transaction was entered into by the Company with
Promoters, Directors, Key Managerial Personnel or other designated
persons pursuant the provisions of Section 188(1) of the Companies Act,
2013 during the financial year 2014-15 the particulars as required in
form AOC-2 have not been furnished.
31. CORPORATE GOVERNANCE CERTIFICATE
A Report on Corporate Governance alongwith a certificate from the
Auditors of the Company regarding the compliance of conditions of
corporate governance as stipulated under Clause 49 of the Listing
Agreement forms a part of this Annual Report.
32. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
The Business activities carried out by the Company do not fall under
the list of industries specified for which Section 134(3)(m) of the
Companies Act, 2013 read with Rule 3 of the Companies (Accounts) Rules,
2014 is applicable and hence disclosures required therein are not
applicable to the Company.
During the year, the total foreign exchange used was Rs.NIL and the
total foreign exchange earned was Rs. NIL
33. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
Pursuant to the provisions of the Investor Education Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has already filed the
necessary form and uploaded the details of unpaid and unclaimed amounts
lying with the Company, as on the date of last AGM (i.e. 29th
September, 2014), with the Ministry of Corporate Affairs.
34. GENERAL
During the year ended 31st March, 2015, there were no cases filed
/reported pursuant to the Sexual Harassment of women at workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE where the Company's Shares are listed.
During the year under review, no significant and material orders were
passed by the regulators or courts or tribunals impacting the going
concern status and Company's operations.
35. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
36. ACKNOWLEDGEMENT
The Directors would like to thank all shareholders, customers, bankers,
suppliers and everybody else with whose help, cooperation and hard work
the Company is able to achieve the results. The Directors would also
like to place on record their appreciation of the dedicated efforts put
in by the employees of the Company.
For and on behalf of the Board of Directors
Place: Mumbai RAVINDRAKUMAR RUIA ASHISH KAPOOR
Date: August 13,2015 DIRECTOR & CFO DIRECTOR
[DIN: 00035853] [DIN: 06638960] |