REPORT ON CORPORATE GOVERNANCE
Corporate Governance is not merely the compliance of a set of regulatory laws and regulations but is a set of good and transparent practices that enable an organization to perform efficiently and ethically to generate long term wealth and create value for all its stakeholders. It goes beyond building and strengthening the trust and integrity of the Company by ensuring conformity with the globally accepted best governance practices. The Securities and Exchange Board of India (SEBI) observes keen vigilance over governance and fulfillment of these regulationsin letter and spirit, which entails surety towards sustainable development of the Company, enhancing stakeholders' value eventually.
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate governance is most often viewed as both the structure and the relationships which determine corporate direction and performance. The board of directors is typically central to corporate governance. Corporate governance refers to the mechanisms, processes and relations by which corporations are controlled and directed.
The Company firmly believes that corporate governance and compliance practices are of paramount importance in order to maintain the trust and confidence of the stakeholders and clients of the Company and the unquestioned integrity of all personnel involved or related to the Company. Corporate Governance contains a set of principles, process and systems to be followed by directors, Management and all Employees of the Company for increasing the shareholders' value, keeping in view interest of other stakeholders. While adhering to the above, the Company is committed integrity, transparency, accountability and compliance with laws in all dealings with shareholders, employees, the Government, customers, suppliers and other stakeholders.
The Board of Directors fully supports and endorses the Corporate Governance practices in accordance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges and the Voluntary Corporate Governance Guidelines to ensure good Corporate Governance practices across the Company in letter and in spirit. The Company has complied with all the mandatory requirements of the said clause and listed below is the status with regard to the same.
BOARD OF DIRECTORS
The Board of Directors ("the Board") facilitates effective fulfillment of the Board's tasks and provides leadership and guidance to the Company's management and helps in supervising the performance of the Company and helps achieving goals. The Board plays a crucial role enhancing and protecting the reputation of the organization are expected to exercise their duties in the best interests of shareholders and to maximize wealth.
The Board comprises of the members distinguished in various fields such as management, finance, law, marketing, technology and strategic planning. This provides reliability to the Company's functioning and the Board ensures a critical examination of the strategies and operational planning mechanisms adopted by the management across the globe.
The Company has an optimum combination of Directors on the Board and is in conformity with Clause 49 of the Listing Agreement. As on March 31, 2015, the Board comprised of 4 Directors out of which 2 are Non-Executive Independent Directors and 2 are Executive Directors.
Agenda papers of the Boards and its Committee meetings are circulated to the Directors well in advance of the meetings, supported with significant information including that as enumerated in Annexure X to Clause 49 of the Listing Agreement for an effective and well-informed decision making during themeetings.
The Board meets at regular intervals to discuss and decide on Company's business policy and strategy apart from other normal business. During the Financial Year 2014-2015, Six (6) Board Meetings were held on May 29, 2014, August 13, 2014, August 30,2014, November 12,2014, February 13,2015 & March 31,2015. Time gap between any two meetings was not more than 120 days.
The Board periodically reviews the compliance report of all laws applicable to the Company. All the Directors have made necessary disclosures about the directorships and committee positions they occupy in other companies. None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees across all Companies in which they are Directors.
The particulars of Directors, who are proposed to be re-appointedat the ensuing AGM, are given in the Notice convening the AGM.
COMMITTEES OF BOARD OF DIRECTORS
The Audit Committee comprises of experts specializing in accounting / financial management. During the Financial Year 2014-15, Four (4) meetings of the Audit Committee were held on May 29, 2014, August 13, 2014, November 12, 2014 and on February13, 2015. The time gap between any two meetings was not more than 4 months and the Company has complied with all the requirements as mentioned under the Listing Agreement and the Companies Act, 2013.
The terms of reference of the Audit Committee were enlarged by the Board in order to cover the matters specified under revised Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. This Committee has powers and roles comprising of Financial Reporting and disclosure, recommendation of appointment/removal of Auditors, reviewing of company's results, evaluation of Independent Directors performances, and all such and terms of reference as enumerated on the company's website at <http://www.nyssacorporationltd.com/>.
NOMINATION AND REMUNERATION COMMITTEE
During the Financial Year 2014-15, Four (4) meetings of the Committee were held on May 29, 2014, August 30, 2014, November 12, 2014 and March 31, 2015.
The terms of reference of the Nomination & Remuneration Committee were enlarged by the Board in order to cover the matters specified under revised Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013. This Committee has powers to recommend/ approve remuneration, Identification of Persons who are qualified to become director, Recommend to the board their appointment and removal, approve remuneration of Non Executive Directors and all such and terms of reference as enumerated on the company's website at <http://www.nyssacorporationltd.com/>.
Remuneration Policy for Key Managerial Personnel and other Employees of the Company
As per listing Agreement the Company is required to frame Remuneration Policy for Key Managerial Personnel and Other employees. The Nomination and Remuneration Committee are responsible for Identifying suitable person eligible to become director and recommend to the Board their appointment and removal. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high performance work force. The Remuneration Policy for Key Managerial Personnel and Other employees of the Company is attached in Annexure III to the Directors' Report forming part of this Annual Report and also placed in company's website at <http://www.nyssacorporationltd.com/>.
Remuneration of the Managing Director, CFO & Executive Director:
The Nomination and Remuneration Committee of the Board are responsible and authorized to decide the remuneration of the Managing Director ("MD") subject to the approval of the Members and the Central Government, if required. The details of remuneration of Mr. Ravindra Kumar Ruia, Executive Director & Mr. Ashish Kapoor, CFO for the year ended March 31, 2015 is as under:
STAKEHOLDERS RELATIONSHIP COMMITTEE
Four (4) meetings of the Committee were held during the year 2014-15 on May 29, 2014, August 30, 2014, November 12, 2014 and February 13, 2015
The terms of reference were enlarged by the Board to be in line with Section 178 of the Companies Act, 2013 and revised clause 49 of the Listing Agreement. The Committee reviews Shareholder's / Investor's 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, all of which were resolved and there was no pending complaint as on 31Et March, 2015. The Company did not receive any transfer requests and hence no request was pending for approval as on March 31, 2015.
TRAINING FOR BOARD MEMBERS
Pursuant to clause 49(II)(B)(7) of the Listing Agreement, every listed company is required to conduct familiarization programme enabling the Independent Directors of the Company to understand the Company's business in depth that would facilitate their active participation in managing the Company and which shall provide them an opportunity to interact with the Senior Management of the Company.
The Company has adopted a system to familiarize its Independent Directors with the Company, to make them aware of their roles, rights & responsibilities in the Company, and nature of the industry in which the Company operates, business model of the Company, etc.
The details of such familiarization programmes are disclosed on the Company's website at the link <http://> www.nyssacorporationltd.com/ .
The performance evaluation process is a constructive mechanism for improving board effectiveness, maximizing strengths and tackling weaknesses, leading to an immediate improvement in performance throughout the organization. The Board of the Company has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman of the Board as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee on parameters such as attendance and participation in the Meetings, preparedness for the meetings, understanding of the Company & the external environment in which it operates, contribution to strategic direction, raising of valid concerns to the Board, constructive contribution to issues, active participation at meetings and engaging with & challenging the management team without confronting or obstructing the proceeding of the Board and its Committee meetings of which the Director is a member pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at its meeting. The Directors expressed their satisfaction with the evaluation process.
i. Related Party Transactions
There were no related party transactions during the financial year under review. The Board has approved a policy for related party transactions which has been uploaded on the Company's website at the link: <http://> www.nyssacorporationltd.com/ <http://www.nyssacorporationltd.com/>.
ii. Disclosures from Senior Management
In Compliance with Clause 49 (VIII) (D) (2) of the Listing Agreement, disclosures from Senior Management are obtained on quarterly basis to the effect that they have not entered into any material, financial and commercial transactions, where they have personal interest that may have potential conflict with the interest of the Company at large.
iii. Compliances by the Company
The Company has complied with the requirements of the Regulatory Authorities on matters related to the capital market and no penalties/ strictures have been imposed against the Company by the Stock Exchanges or SEBI or any other Regulatory Authority on any matter related to capital market during the last three years.
rv. Whistle Blower Policy/ Vigil Mechanism
A Whistle Blower Policy has been adopted by the Company for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy and to disclose instances of wrong doing in the work place.
The object of this Policy is providing for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism. The Company is keen on demonstrating the right values and ethical, moral and legal business practices in every field of activity within the scope of its work. The objective of this policy is to provide a vigil mechanism and framework to promote responsible whistle blowing and ensure effective remedial action and also protect the interest of the whistle blower as guided by legal principles. This policy is intended to:
a. Encourage and enable directors, employees, agents, consultants, vendors and business partners to raise issues or concerns, which are either unacceptable or patently against the stated objectives, law or ethics, within the Company.
b. Ensure that directors, employees, agents, consultants, vendors and business partners can raise issues or concerns without fear of victimization, subsequent discrimination or disadvantage thereof.
c. Reassure the whistle blower(s) that they-will be protected from possible reprisals or victimization if they have made disclosure/s in good faith.
d. Ensure that where any wrong doing by the Company or any of its directors, employees, agents, consultants, vendors or business partners is identified and reported to the Company under this policy, it will be dealt with expeditiously and thoroughly investigated and remedied. The Company will further examine the means of ensuring how such wrong doing can be prevented in future and will take corrective action accordingly.
The mechanism also provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. No person has been denied access to the Audit Committee. All complaints received under the said policy are reviewed by the Audit Committee at its meeting held every quarter. The Policy on Whistle Blower and Vigil Mechanism has been uploaded on the Company's website at the link: <http://www.nyssacorporationltd.com/>
v. CEO/CFO Certification
Certification on financial statements pursuant to Clause 49(V) of the Listing Agreement has been obtained from the CFO of the Company. Extract of the same is given at the end of this Report.
vi. Code of Conduct for Directors and Senior Management
The Board has laid down Codes of Conduct for Executive Directors & Senior Management and for Non-Executive/ Independent Directors of the Company. The Codes of Conduct have been circulated to the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the MD in this regard is given at the end of this Report. The Code of Conduct is available on website of the Company at the link: <http://www.nyssacorporationltd.com/>
vii. Code of Conduct for Prohibition of Insider Trading
The Company has framed the Code of Conduct for Prohibition of Insider Trading' pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, which is applicable to its Directors, Officers, and Designated Employees. The Code includes provisions relating to disclosures, opening and closure of Trading Window and Pre-Clearance of trades procedure. In compliance with SEBI Regulations the Company sends intimations to Stock Exchanges from time to time.
viii. Subsidiary Companies
The Company has no material non-listed Indian Subsidiary Company as defined in Clause 49(V) of the Listing Agreement. However, a policy on material subsidiaries has been formulated and the same is available on website of the Company at the link <http://www.nyssacorporationltd.com/>.
ix. Risk Management & Internal Control
The board has ultimate responsibility for risk management and internal control, including for the determination of the nature and extent of the principal risks it is willing to take to achieve its strategic objectives and for ensuring that an appropriate culture has been embedded throughout the organization. The Company has implemented a comprehensive 'Enterprise Risk Management' framework in order to understand the risks they are exposed to, put controls in place to counter threats, and effectively pursue their objectives and further to anticipate, identify, measure, mitigate, monitor and report the risks, details of which are given in the Risk Management section under 'Management Discussion and Analysis Report' which forms part of this Annual Report. The team presents their key audit findings of every quarter to the Audit Committee. The management updates the members about the remedial actions taken or proposed for the same. The suggestions and comments from the Committee members are vigilantly incorporated and executed by the Company.
x. Sexual Harassment Policy
The Company has an anti-sexual harassment policy to promote a protective work environment. The complaints received by the Sexual Harassment Committee with details of action taken thereon are reviewed by the Audit Committee at its meeting held every quarter. The Company has a zero tolerance policy towards such complaints and the same is conveyed to the employees at the time of induction. The Policy on Sexual Harassment has been uploaded on the Company's website at the link: <http://www.nyssacorporationltd.com/>
xi. Management Discussion and Analysis Report
The Management Discussion and Analysis Report forms part of this Annual Report.
xii. Independent Directors
The Independent Directors of the Company have the option and freedom to meet and interact with the Company's Management as and when they deem it necessary. They are provided with necessary resources and support to enable them to analyze the information/data provided by the Management and help them to perform their role effectively.
xiii. Share Reconciliation Audit
As stipulated by SEBI, a Qualified Practicing Company Secretary carries out Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchange. The Audit confirms that the total Listed and Paid-up capital is in agreement with the aggregate of the total number of shares in dematerialized form and in physical form.
xiv. Mandatory Requirements of Clause 49
The Company has complied with all applicable mandatory requirements of Clause 49 of the Listing Agreement.
MEANS OF COMMUNICATION
The announcement of quarterly and annual financial results to the Stock Exchanges is followed by media call and earnings conference calls. The quarterly and annual consolidated financial results are normally published in The Financial Express and Mahanayak newspapers. The following information is promptly uploaded on the Company's website viz. <http://www.nyssacorporationltd.com/>.
Standalone and consolidated financial results, investors' presentations, press release, fact sheet and transcript of earnings conference calls.
• Shareholding pattern (clause 35 of Listing Agreement) and Corporate Governance compliance reports (clause 49 of the Listing Agreement) filed with Stock Exchanges on a quarterly basis.
GENERAL SHAREHOLDER INFORMATION
I. Annual General Meeting
Day, Date & Time
Tuesday, 29th September, 2015 at 10.00 A.M
002, Gulmohar Complex, Opposite Anupam Cinema, Station Road, Goregaon (East), Mumbai - 400063
II. Financial year
April 1 to March 31
Financial Calendar (Tentative) - Financial Year 2015-2016
1st Quarter On or before 151h August, 2015
2nd Quarter On or before 15th November, 2015
3rd Quarter On or before 15lh February, 2016
4th Quarter On or before 301h May, 2016
Audited yearly result for the year ended March 2016- End of May 2016
III. Dates of Book Closure (both days inclusive)
Thursday, 24th September, 2015 to Tuesday, 29th September, 2015
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.
V. Listing on Stock Exchanges and Payment of Listing Fees
The equity shares of the Company are listed on the BSE Limited (BSE). Annual Listing fees for the Financial Year 2015-2016 was paid by the Company to BSE in time.
VI. Custodian Fees to Depositories
The Company has paid fees for year ended 2015-2016 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) in time.
VII. (a) Stock Code / Symbol
BSE Security Code 504378
ISIN in (NSDL and CDSL INE812K01027
Corporate Identity Number (CIN) L70101MH1981PLC024341
BSE Security ID NYSSACORP
IX. Registrar & Transfer Agent
Sharex Dynamic (India) Pvt. Ltd. Registrar & Share Transfer Agent
Unit 1, Luthra Ind Premises, Safed Pool, AndheriKurla Road, Andheri (East), Mumbai: 400072.
X. Share Transfer System
The transfer of shares in physical form is generally processed by Registrar & Transfer Agent within a period of seven days from the date of receipt thereof, provided all the documents are in order. In case of shares in electronic form, the transfers are done by Depositories viz. NSDL and CDSL. In compliance with Clause 47(c) of the Listing Agreement, the Company obtains a certificate from a Practicing Company Secretary on a half-yearly basis confirming that all certificates have been issued within one month from the date of lodgment for transfer, sub-division, consolidation etc.
XII. Dematerialization of Shares and Liquidity
Trading in the Company's shares is permitted only in dematerialized form. The Company has established connectivity with both the Depositories viz. CDSL and NSDL through its Registrar & Share Transfer Agents, whereby the investors have the option to dematerialize their shares with either of the depositories. The Company obtains a certificate from a Practicing Company Secretary every quarter, which confirms that total issued capital of the Company is in agreement with total number of shares in dematerialized form with CDSL and shares in physical form.
XIII. Address for Correspondence
002, Gulmohar Complex, Opposite Anupam Cinema, Station Road, Goregaon (East), Mumbai - 400063.
Dated: 13th August, 2015