Nyssa Corporation Ltd Directors Report.

Dear Members,

On behalf of the Board of Directors of the Company it gives me immense pleasure to present the 40th 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, 2021.

Financial Results:

The key highlights of financial performance of the Company for the FY 2020-21 and 2019-20 are given below:

(Amount in INR.)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from operations 10,28,33,158 1,52,74,674 10,45,33,158 5,07,52,474
Other Income (8,56,665) 1,36,43,222 40,86,934 1,35,63,366
Total Revenue 10,19,76,494 2,89,17,896 10,86,20,092 6,43,15,840
Total Expenses 9,20,49,112 2,65,30,485 9,87,42,645 6,18,63,914
Net Profit/(Loss) Before Tax 99,27,382 23,87,412 98,77,447 24,51,926
Provision for tax
- Current Tax (Income Tax) 42,00,000 5,30,000 42,00,000 5,30,000
- Earlier Year Tax (Short / Excess
Provision of tax) - 22,341 - 85,121
-Deferred Tax (Liability)/Assets (991) (338) 991 (338)
-MAT credit entitlement - - - -
Profit /(Loss) for the period from
Continuing Operations 57,26,391 18,35,409 56,76,456 18,37,143
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 57,26,391 18,35,409 56,76,456 18,37,143
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 of INR.10,19,76,494/- as against for the corresponding previous year of INR 2,89,17,896/-.

Further, the Company earned Total Comprehensive Income INR. 57,26,391/- as against total Comprehensive Income of INR. 18,35,409/- for the corresponding previous year.

Consolidated

During the year under review, the Company has posted Total Revenue of INR.10,86,20,092/- as against for the corresponding previous year of INR. 6,43,15,840/-

Further, the Company earned total Comprehensive Income INR. 56,76,456/- as against Total Comprehensive Income of INR. 18,37,143/- for the corresponding previous year.

Share Capital

The Authorised Share Capital of the Company as on 31st March, 2021 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

Your Company is planning to 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. Your company is identifying various land parcels in Mumbai Metropolitan region to identify projects for future growth under joint property development/outright purchase/barter development model. Considering that lockdown restrictions due to two waves of Covid-19 has hit the country hard and has severally affected Indian economy as well as Real Estate Industry Real Estate Regulation Act has been notified and in force since 1st May, 2016, Goods and Service Tax implemented and effects of demonization still effecting the Indian Economy and real estate as a whole your company has taken a conservative approach towards real estate development and is acquiring properties only after considering the pros and cons of the Act. However, as the lockdown restrictions are being gradually eased and vaccination rate is increasing the Indian Economy is gradually recovering with hopes of strong future growth which your company is hoping to encash on based 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 profit and loss account.

Covid-19 and its impact

The Companys operations were disrupted by the prolonged lock down announced by the Government consequent to COVID-19 crisis, partly in the month of March 2020, fully in the month of April 2020 and partly in the month of May 2020, partly in month of March 2021, fully in month of April 2021, May 2021, June 2021. The management has assessed the impact of the lockdown & consequent economic slowdown on business operations, revenues, cash flows and other financial parameters as on 31st March, 2021. It has evaluated and assessed that the current situation will not affect the recoverability of the companys assets, ongoing pertinence of its business, valuation & realisation of its inventory as also its ability to repay liabilities. While evaluating the impact, the management has considered the global economic conditions as well as information emanating from external and internal sources and is hopeful that future of Indian economy, will see a reasonable recovery.

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

At the 39th Annual General Meeting (AGM) held on 31st December, 2020, Mrs. Shubhada Shirke (DIN: 07654041) was re-appointed as the Director of the Company, liable to retire by rotation.

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 himself for reappointment at the forthcoming 40th Annual General Meeting. The Board recommends the said reappointment for shareholders approval.

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

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

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. 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 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. Additional meetings are held, when necessary.

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 06th July, 2020, 14th September, 2020, 10th November, 2020, 05th December, 2020, 12th February, 2021.

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, 2021 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

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 2020-21, 04 (Four) meetings of the Committee were held on 06th July, 2020 ,14th September, 2020, 05th December, 2020, 12th February, 2021.

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 2020-21, 02 (two) meetings of the Committee were held on 06th July,2020 and 05th December, 2020 .

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 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 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, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure IV 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 31stMarch, 2021. During the Financial Year 2020-21, 02 (two) meetings of the Committee were held on 06th July, 2020 and 05th December, 2020 . 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 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 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.

Extract of Annual Return:

Pursuant to Notification dated 28th August, 2020 issued by Ministry of Corporate Affairs as published in the Gazette of India on 28th 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 the 36th Annual General Meeting held on September 29th, 2017, M/s CLB & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of 40th Annual General Meeting to be held for the Financial Year ended 2021.

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

Hence, the Notice convening the ensuing AGM contains a resolution on appointment of Statutory Auditors. Further, M/s G.P Sharma & Co. LLP, Chartered Accountants (FRN:109957W/W100247) , has confirmed that they are eligible to be appointed as the Statutory 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 given consent to act as the Auditors of the Company and have confirmed that the said appointment shall be in accordance with the conditions prescribed under Section 139 and 141 of the Companies Act, 2013.

(ii) Cost Audit

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) 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 of Managerial Personnel) Rules, 2014,the Board of Directors of the Company had appointed Shivani Tiwari, Practicing Company Secretary, to undertake Secretarial Audit of the Company for the F.Y 2020-21. The Secretarial Audit Report is enclosed as Annexure V 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)

i. The Company is in process to take a suitable step to fill in the gap regarding Independent Director so that the prescribed norms can be fulfilled for composition of Audit 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 ACTIVE Form INC-22A is pending.

vi The Company is in process of making application for condonation of delay with the Central 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 the Annual General Meeting held on 31st December, 2020.

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

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

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 31st March, 2021.

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 2020-21, 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 Note No 1 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 2021, 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.