Dear Members,
On behalf of the Board of Directors of the Company it gives me immense pleasure to
present the 42nd Annual Report of Nyssa Corporation Limited ("The
Company") along with the Balance Sheet, Profit & Loss Account and Cash Flow
Statements, for the Financial Year ended 31st March, 2023.
Financial Results:
The key highlights of financial performance of the Company for the FY 2021-22and
2022-23 are given below:
[Amount in INR.]
| Particulars |
Standalone |
Consolidated |
|
2021-22 |
2022-23 |
2021-22 |
2022-23 |
| Revenue from operations |
14,90,07,977 |
4,70,10,800 |
17,02,26,277 |
5,30,60,800 |
| Other Income |
83,72,081 |
81,87,694 |
65,33,561 |
78,84,320 |
| Total Revenue |
15,73,80,058 |
5,51,98,494 |
17,67,59,838 |
6,09,45,120 |
| Total Expenses |
13,11,50,218 |
4,52,38,969 |
15,05,11,426 |
5,09,82,532 |
| Net Profit/(Loss) Before Tax |
2,62,29,841 |
99,59,525 |
2,62,48,412 |
99,62,588 |
| Provision for tax |
|
|
|
|
| - Current Tax (Income Tax) |
68,00,000 |
25,00,000 |
68,00,000 |
25,00,000 |
| - Earlier Year Tax (Short / Excess Provision of tax) |
(26,99,436) |
48,630 |
(26,99,436) |
48,630 |
| - Deferred Tax (Liability)/Assets |
(519) |
(329) |
(519) |
(329) |
| - MAT credit entitlement |
- |
|
- |
|
| Profit /(Loss) for the period from Continuing Operations |
2,21,29,796 |
74,11,224 |
2,21,48,368 |
74,14,287 |
| 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 |
2,21,29,796 |
74,11,224 |
2,21,48,368 |
74,14,287 |
| Earnings per Equity Share (Basic and Diluted) |
0.74 |
0.25 |
0.74 |
0.25 |
Review of Operations Standalone
During the year under review, the Company has posted Total Revenue of INR.
5,51,98,494/- during the current financial year as against INR. 15,73,80,058/- for the
corresponding previous year.
Further, the Company earned Total Comprehensive Income INR. 74,11,224/- during the
current financial year as against total Comprehensive Income of INR. 2,21,29,796/- for the
corresponding previous year.
Consolidated
During the year under review, the Company has posted Total Revenue of INR.6,09,45,120/-
as against INR. 17,67,59,838/- for the corresponding previous year.
Further, the Company earned total Comprehensive Income INR. 74,14,287/- as against
Total Comprehensive Income of INR. 2,21,48,368/- for the corresponding previous year.
Share Capital
The Authorised Share Capital of the Company as on 31st March, 2023 is INR.
5,20,00,000/- divided into 5,20,00,000 Equity Shares of INR. 1/- each.
Issued, Subscribed and Paid-up Equity Share Capital of the Company is INR.
3,00,00,000/- comprising of 3,00,00,000 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
We are working tirelessly to create an environment of innovation and learning. This
objective enables us to help our customers across the world to gain the affordable
products at agreed price,also we are a growing organization, with products supply across
the India which create a slew of real estate assets that will create fixed rental income
to take care of fixed administrative and other expenses to run the operations.
Dividend
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.
Transfer to Reserves
The Board of Directors has decided to retain the entire amount of profits in the profit
and loss account.
Management Discussion and Analysis
The Management Discussion and Analysis as required in terms of the Listing Regulations
is annexed to the report as Annexure I and is incorporated herein by reference and
forms an integral part of this report.
Directors and Key Managerial Personnel
1. In accordance with section 152(6) of the Companies Act, 2013 and in terms of
Articles of Association of the Company Mr. Prasanna Shirke (DIN: 07654053), Director of
the Company, retires by rotation and being eligible; offers herself for re-appointment at
the forthcoming 42nd Annual General Meeting. The Board recommends the said
reappointment for shareholders approval.
2. * DIN Status of Mr. Kamlesh Tiwari (DIN: 02679805) is deactivated due to non-filing
of Form DIR-3 KYC and also he is resigned from the post of directorship with effect from
09th August, 2023.
3. Based on the recommendation of the Nomination and Remuneration Committee and
approval of the same by the Board at its meeting held on August 11, 2023, Hemant Narayan
Gokhale (DIN: 00948846), Independent Director was appointed for a first term of five years
with effect from August 11, 2023 to August 10, 2028, resolution in this behalf is set out
at Item No 3 of the Notice of Annual General Meeting, for Members approval.
Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial
Personnel of the Company are:
| Sr. No Name of KMP |
Designation |
| 1. Mr. PrasannaShirke |
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 proper
criteria as prescribed under the applicable regulations and that they are not disqualified
from 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 the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, they fulfil
the conditions of independence as specified in the Act and the Rules made thereunder and
are independent of the management.
Board Meetings
Dates for Board Meetings are well decided in advance and communicated to the Board and
the intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and the Listing Agreement. The information as required under
Regulation 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 the
Company. The Board meets at least once a quarter to review the quarterly financial results
and other items on the agenda and also on the occasion of the Annual General Meeting
(‘AGM) of the Shareholders.
Further, Committees of the Board usually meet on the same day of formal Board Meeting,
or whenever the need arises for transacting business. The recommendations of the
Committees are placed before the Board for necessary approval and noting.
During the financial year 05 (Five) Board Meetings were held on 25th
May, 2022, 13th August, 2022, 07th September, 2022, 14th
November, 2022 and 13th February, 2023.
The gap between any two Board meetings during this period did not exceed one hundred
and twenty days.
Attendance details of Directors for the year ended 31st March, 2023 are
given 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 |
| Ms. Sonal Atal |
Non Executive Independent Director |
05 |
Discussions with Independent Directors
The Boards policy is to regularly have separate meetings with Independent Director, to
update them on all business related issues, new initiatives and changes in the industry
specific market scenario. At such meetings, the Executive Directors and other Members of
the 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 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.
Audit Committee
Your Company has formed an Audit Committee as per the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. All members of the Audit Committee possess strong knowledge of
accounting and financial management.
The primary objective of the Audit Committee is to monitor and provide an effective
supervision of the Managements financial reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity and quality of financial
reporting. The Committee oversees the work carried out in the financial reporting process
by the Management, the statutory auditor and notes the processes and safeguards employed
by each of them.
During the Financial Year 2022-23, 04 (Five) meetings of the Committee were held
on 25th May, 2022, 13th August, 2022, 14th November, 2022
and 13th February, 2023.
Further during the year under review, there were no changes in the Composition of the
Committee. Details of the composition of the Committee and attendance during the year are
as 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 Act,
2013 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 and
duties as mentioned in Section 178 of the Companies Act, 2013 and Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Your Company has formed a Nomination & Remuneration Committee to lay down norms for
determination of remuneration of the executive as well as non-executive directors and
executives at all levels of the Company. The Nomination & Remuneration committee has
been assigned to approve and settle the remuneration package with optimum blending of
monetary and non-monetary outlay.
During the Financial Year 2022-23, 04 (Five) meetings of the Committee were held
on 25th May, 2022, 13th August, 2022, 14th November, 2022
and 13th February, 2023
Further during the year under review, there were no changes in the Composition of the
Committee. Details of the composition of the Committee and attendance during the year are
as 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 |
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 Board of Directors is authorized to decide Remuneration
to Executive Directors. The Remuneration structure comprises of Salary and Perquisites.
Salary is paid to Executive Directors within the Salary grade approved by the Members. The
Nomination & Remuneration committee has been assigned to approve and settle the
remuneration package with optimum blending of monetary and non-monetary outlay.
In terms of requirements prescribed under Section 178 of the Companies Act, 2013, the
Nomination and Remuneration Policy inter-alia providing the terms for appointment
and payment of remuneration to Directors and Key Managerial Personnel is annexed to this
report 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 of
employees of the Company is enclosed as Annexure III and forms an integral part of
this report.
Further, there were no such employees, pursuant to Section 197 read with Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules,
2016.
Stakeholders Relationship Committee
Your Board has constituted a Stakeholders Relationship Committee to specifically look
into the mechanism of redressal of grievances of shareholders etc. The Committee reviews
Shareholders / Investors complaints like non-receipt of Annual Report, Physical
Transfer/ Transmission/Transposition, Split/ Consolidation of Share Certificates, Issue of
Duplicate Share Certificates, etc. This Committee is also empowered to consider and
resolve 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 no
pending complaint as on 31st March, 2023.
During the Financial Year 2022-23, 04 (Five) meetings of the Committee were held
on 25th May, 2022, 13th August, 2022, 14th November, 2022
and 13th February, 2023
Details of the composition of the Committee and attendance during the year are as
under:
| Sr. No. Name of Directors/ Members |
Designation |
No. of Meetings Attended |
| 1 Mr. Kamlesh Tiwari |
Chairman, Independent Director |
04 |
| 2 Mr. PrasannaShirke |
Member, Executive Director |
04 |
| 3 Mrs. ShubhadaShirke |
Member, Non-Executive Director |
04 |
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;
(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.
Annual Return:
Pursuant to Notification dated 28th August, 2020 issued by Ministry of Corporate
Affairs as published in the Gazette of India on 28 th August, 2020 the details forming
part of Annual Return is not required to be furnished herewith to this report. 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 into
joint venture with any other company.
Further, the Company is a partner of M/s. Mark Developers, Partnership firm and has a
profit sharing ratio of 99.00%.
During the year, the Board of Directors reviewed the affairs of said entity. We have,
in accordance with applicable Accounting Standards read with the Companies Act, 2013,
prepared consolidated financial statements of the Company and all its entity(ies), which
form part of the Integrated Report.
Auditors
(i) Statutory Auditors
At 40th Annual General Meeting held on 30th September, 2021, M/s
G P Sharma & Co. LLP(FRN No. 109957W/ W100247),Chartered Accountants were appointed as
statutory auditor of the Company till the conclusion of 45th Annual General
Meeting to be held in the financial year 2025-26.
(ii) Secretarial Audit
In terms of Section 204 of the Act and Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed
Practicing Company Secretary, to undertake Secretarial Audit of the Company for the F.Y
2022-23. The Secretarial Audit Report is enclosed as Annexure IV to this report.
Explanation(s)/ Comment(s) pursuant to Section 134(3)(f)(i)&(ii), if any, of The
Companies Act, 2013:
• Pursuant to Section 134(3)(f)(i)
There are no adverse remarks/Qualifications made in Statutory Report issued by
Statutory Auditor of the Company.
• Pursuant to Section 134(3) (f) (ii)
- 1. The appointment of Chief Financial Officer was yet to be made during the aforesaid
Audit period;
- Boards Reply: The company is in process to appoint CFO.
- 2. As informed by the management, the company is in process to file form with ROC for
appointment of Internal Auditor;
- Boards Reply: The Company is in process to appoint Internal Auditor.
Annual Secretarial Compliance Report
Mr. Kavita Raju Joshi, Practicing Company Secretaries, have been appointed to give
Annual Secretarial Compliance Certificate. The Annual Compliance Certificate is enclosed
as Annexure V to this report.
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 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, 2013
and Regulation 22 of SEBI (Listing Obligation and Disclosure Regulations) 2015, a Vigil
Mechanism for directors and employees to report genuine concerns has been established. The
employees of the Company are made aware of the said policy at the time of joining the
Company.
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.
The Company does not fall under the ambit of top 100 listed entities, determined on the
basis of market capitalization as at the end of the immediately preceding financial year.
Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable.
Corporate Governance Report
We ensure that, we evolve and follow the corporate governance guidelines and best
practices sincerely, not only to boost long-term shareholder value, but also to respect
minority rights. We consider it as our inherent responsibility to disclose timely and
accurate information regarding our operations and performance, as well as the leadership
and governance of the Company.
Pursuant to the Listing Regulations, the Corporate Governance Report along with the
Certificate from a Practicing Chartered Accountants, regarding compliance of conditions of
Corporate Governance, is annexed as Annexure VI and forms part of this Report.
Deposits
The Company has neither accepted nor renewed any fixed deposits during the year under
review under Section 76 of the Companies Act, 2013. There are no unclaimed deposits,
unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the
Investor Education and Protection Fund as on 31stMarch, 2023.
Loans & Guarantees
Details of loans granted, guarantees provided and investments made by the Company under
the provisions of Section 186 of the Companies Act, 2013, are provided in standalone
financial statement under Notes 3 & 4 under Notes forming part of financial statement.
Related Party Transactions
During the financial year 2022-23, your Company has entered into various arrangement /
transactions with related parties as defined under the IND - AS, all of them are in the
ordinary course of business. However, pursuant to the provisions of Section 178, 188 of
the Companies Act, 2013 and Regulation 23 of the Listing Regulations, omnibus approval of
the Audit Committee was sought for entering into the related party transactions.
During the year, the Company had not entered into any contract, arrangement or
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions.
In accordance with the Indian AS 24, the related party transactions are disclosed under
Schedule 1 Notes to Accounts Point 2 of the Financial Statements.
Conservation of Energy, Research and Development, Technology Absorption and Foreign
Exchange
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
(a) Conservation of Energy:
Even though its operations are not energy-intensive, significant measures are taken to
reduce energy consumption by using energy-efficient equipment. The Company regularly
reviews power consumption patterns across all locations and implement requisite
improvements/changes in the process in order to optimize energy/ power consumption and
thereby achieve cost savings. Energy costs comprise a very small part of the Companys
total cost of operations. However, as a part of the Companys conservation of energy
programme, 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 and
customers, we need to provide best quality services to our clients and customers at
minimum cost, which is not possible without innovation, and adapting to the latest
technology 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 products
and 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 during
the year under review.
(5) Foreign Exchange Earnings and Outgo:
During the year, the total foreign exchange used was NIL and the total foreign exchange
earned 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 seven
years. Therefore there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
Corporate Social Responsibility
The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no
requirement to constitute Corporate Social Responsibility Committee and frame a policy
thereof.
Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of 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 2023, Company has not received any complaint
of 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 the
applicable secretarial standards issued by The Institute of Company Secretaries of India
and 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 future
operations.
Material Changes and Commitments Affecting the Financial Position of the Company:
There have been no material changes and commitments, affecting the financial position
of the Company which have occurred between the end of the financial year of the company to
which the financial statements relate and the date of the report.
Personnel
The spirit of trust, transparency and teamwork has enabled the Company to build
tradition of partnership and harmonious industrial relations. Your Directors record
sincere appreciation of dedication and commitment of employees to achieve excellence in
all areas of business.
Others
1. No equity shares were issued with differential voting rights as to dividend voting
or otherwise.
2. The Company has not resorted to buy back of equity shares during the year under
review
3. No fraud was reported by the auditors of the Company under Section 143(12) of the
Act to the Audit Committee.
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.
|
On behalf of the Board of Directors |
|
sd/- |
sd/- |
|
Prasanna Shirke |
Shubhada Shirke |
| Place: Mumbai |
Whole Time Director |
Director |
| Date: September 7, 2023 |
DIN: 07654053 |
DIN: 07654041 |
| Registered Office: |
|
|
| Office No. 002, Gulmohar Complex, Opposite Anupam Cinema, Station Road,
Goregaon(East), Mumbai 400063, Maharashtra, India. |
|
|
+91-9892691696
