nyssa corporation ltd share price Directors report


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.