The Directors have pleasure in presenting the 32nd Annual Report of
the company along with the Audited Statement of Accounts for the year
ended 31st March, 2015
1. FINANCIAL RESULTS (Standalone)
Amount in Rupees Current year Previous year
Particulars 31.03.2015 31.03.2014
Total Revenue 42,99,910 31,63,716
Total expense 25,89,485 26,24,008
Profit before tax 17,10,425 5,39,708
Tax expense 5,36,903 2,70,332
Profit after tax 11,73,521 2,69,376
Profit for the year 11,59,088 (2,10,432)
Add: Balance brought forward of
the previous year (2,10,432) (7,35,72,508)
Profit Available for the
appropriation 9,48,656 (2,10,432)
Transfer to reserve Fund NIL NIL
Transfer to general reserve NIL NIL
Proposed dividend NIL NIL
Balance carried to balance sheet 9,48,656 (2,10,432)
Earnings per share 0.49 0.11
In view of the financial position of your company your directors
regrets their inability to declare any dividend for the year.
3. Transfer to reserves:
Looking at the current financial position of the company, it did not
propose to transfer any amount to the general reserve out of the
amount available for appropriation.
Your Company has taken strides towards making itself a design
organization. Your Company continues to build capabilities in its
design team & endeavors to work with the best talent with its core aim
of creating extraordinary and imaginative spaces. The New projects
signed are located in Mumbai. The project added is of substantial size
and in line with your company''s long term strategy of focusing on
value accretive and risk efficient model. Your Company is currently
developing project Joy Alka, (Site Address: SBI Alka CHS Ltd, Ceaser
Road Amboli, Andheri (West), Mumbai. The Project started during the
beginning of the year and is expected to be completed by June''2016.
5. Business Prospects And Outlook:
With the real estate markets and customers sentiments closely
correlated to overall growth in the Indian Economy, your company
expects that the real estate industry would continue to remain under
pressure for the next fiscal year. However, your company is committed
to meet and exceed the expectations of all its stakeholders.
Your Company will focus on sourcing land with large capital
requirements in our targets geographies under the residential
co-investment platform with your company acting as development manager
for these projects and sharing in the equity profits as well.
On the operational front, timeliness of launches and execution shall
continue to be a strong focus area for your company. Your Company will
continue to improve its project execution capabilities across regions,
strengthened through strategic partnerships with leading construction
firms. Other focus areas of your company would be optimizing return on
capital and developing crisis and risk management capabilities.
6. Number of meetings of the board
The Board of Directors met six times during the year on the following
dates: 20th May, 2014, 30th June, 2014, 7th August, 2014, 13th
November, 2014, 5th February, 2015and 26th March, 2015.
7. Extract of annual return:
The extract of the annual return as provided under sub-section (3) of
section 92 -in prescribed Form MGT-9 is as provided below;
I. REGISTRATION AND OTHER DETAILS:
i) CIN: L65910MH1983PLC031230
ii) Registration Date: 20/10/1983
iii) Name of the Company: JOY REALTY LIMITED
iv) Category / Sub-Category of the Company: Public Limited Company.
v) Address of the Registered office and contact details:
306, Madhava, Plot # CIA,
Bandra Kurla Complex,
Bandra (E), Mumbai - 400051.
vi) Whether listed company: Yes on Bombay Stock Exchange & MCX Stock
vii) Name, Address and Contact details of Registrar and Transfer
Agent, if any
LINK INTIME INDIA PRIVATE LIMITED
C-13 Pannalal Silk Mills Compound,
LBS MARG, Bhandup (West),
Mumbai - 400078.
Contact Details: 022-25963838.
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10%ormoreof thetotal turnover
of the company shall be stated:-
Sr. Name and Description of NIC Code of the % to total
No. main products / services Product/ service turnover of
1. Construction (Real Estate) 500,500.1,500.2 100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES-
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage
of Total Equity)
Your Directors recommend her appointment as Independent Director on
the Board of Joy Realty Limited on account of a declaration received
from her stating that she meets the criteria of Independence under
Section 149(6) of the Act, and in respect of whom the Company has
received a notice in writing from a Member under Section 160 of the
Act signifying his intention to propose the candidature of Mrs. Monika
Ritesh Trivedi be appointed as an Independent Director of the Company
9. Performance Evaluation of the Board:
The Company with the approval of its Board Governance, Remuneration &
Nomination Committee has put in place an evaluation framework for
evaluation of the Board, Directors and Chair person pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India (SEBI)
under Clause 49 of the Listing Agreements (Clause 49). The Board
also carries out an evaluation of the working of its Audit Committee,
Board Governance, Remuneration & Nomination Committee, Stakeholders
Relationship Committee and Committee of Executive Directors. The
evaluation of the Committees is based on the assessment of the
compliance with the terms of reference of the Committees.
The evaluations for the Directors and the Board were done through
circulation of two questionnaires, one for the Directors and the other
for the Board which assessed the performance of the Board on select
parameters related to roles, responsibilities and obligations of the
Board and functioning of the Committees including assessing the
quality, quantity and timeliness of flow of information between the
company management and the Board that is necessary for the Board to
effectively and reasonably perform their duties. The evaluation
criteria for the Directors was based on their participation,
contribution and offering guidance to and understanding of the areas
which are relevant to them in their capacity as members of the Board.
10. Directors responsibility statement:
As per section 134 (3) (c) of the Companies Act 2013
1. In the preparation of the annual accounts, the applicable Accounting
standards had been followed along with proper explanation relating to
2. The Directors had 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 affair
of the company atthe end of the financial year 31st March, 2015 and of
the profit and loss of the company for that period.
3. The Directors have taken proper and sufficient care for the
maintenance of the adequate accounting records in accordance with the
provision of the Companies Act 2013 safeguarding the assets of the
company and preventing and detecting fraud and other irregularities.
4. The Directors have prepared the annual accounts of the company on
going concern basis.
11. Management Discussion And Analysis:
As required under Clause 49 of the listing agreement with the Bombay
Stock Exchange Limited (BSE), Management Discussion and Analysis
Report forms part of this report and is annexed herewith.
12. Statement of declaration of Independence of directors:
Notwithstanding anything contained in any other provision of this Act,
but subject to provision 197and 198,An independent director shall not
been titled to any stock option and may receive remuneration by way of
fee provided under sub- section(5) of section 197, reimbursement of
expenses for participation in the Board and other meetings and profit
related commission as may be approved by the members.
13. Particulars of loans, guarantees or investment
Without prejudice to the provisions contained in the Companies Act
2013, a company shall unless otherwise prescribed, make investment
through not more than 2 layers of the investment companies.
The Company has provided the following loans & guarantees and made the
following investments pursuant to Section 186 of the Companies Act,
14. Conversion of energy , Technology absorption (A) Conservation of
(i) The Company has taken the adequate measures to reduce energy
consumption by purchasing and using energy efficient equipment.
(ii) No specific investment has been made in reduction in energy
(iii) As the impact of measures taken for conservation and optimum
utilization of energy are not quantitative, its impact on cost cannot
be stated accurately
(iv) Since the Company does not fall under the list of industries,
which should furnish this information in Form A annexed to the
aforesaid Rules, the question of furnishing the same does not arise.
(B) Technology absorption -
(i) The Company endeavors to use modern technology to carry out its
(ii) The benefits derived through such techniques are improvement,
cost reduction, development.
(iii) No technology was imported for the financial year 2014-15.
15. Corporate governance:
The company is to maintain highest standards of corporate governance
and adhere to the corporate governance requirements set out by SEBI.
The company has also implemented several best corporate governance
practices as prevalent globally.
The report on corporate governance as stipulated under Clause 49 of the
listing agreement forms part of the annual Report.
The requisites of the certificate from the auditors of the Company
confirming compliance with the conditions of corporate governance as
stipulated under the aforesaid clause 49 is, attached to the report in
16. Particulars of employees:
Your Directors wish to place on record its appreciation of the
contribution made by all employees in ensuring the highest levels of
performance that your Company has achieved during the year.
None of the employees of the Company were drawing a remuneration
exceeding Rs.60,00,000/- per annum or Rs. 5,00,000/- per month or part
thereof. Hence no particulars of employees as per Rule 5(2).
17. Related parties transaction:
All related party transactions (RTPs) which were entered into during
the financial year were on an arm''s length basis and were in the
ordinary course of business and did not attract any provisions of
Section 188 of the Companies Act, 2013 and were also not material
RPT''s under clause 49 of the Listing Agreement.
During the year 2014-15, as required under section 177 of the
Companies Act, 2013 and clause 49 of the Listing Agreement, all RPTs
were placed before Audit Committee for prior approval. A summary
statement of transactions with related parties was placed periodically
before the Audit Committee during the year.
Details of ''material'' transactions, if any, with related parties
are disclosed to stock exchanges on quarterly basis alongwith the
compliance report on corporate governance.
There were no material transactions entered into with related parties,
during the period under review, which may have had any potential
conflict with the interests of the Company.
A Policy on materiality of RPTs and also on dealing with RPTs has been
formulated by the Board during the year under review and the same is
placed on the Company''s website, URL: www.joyrealty.in
Information on transactions with related parties pursuant to Section
134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Annexure in Form AOC-2 and the same forms
part of this report.
18. Fixed Deposit:
The Company has not accepted any Fixed Deposit covered under Section
76 of the Companies Act, 2013 from the Shareholders or the Public
during the year.
19. Auditors Report & Auditors:
The Board has appointed M/s DH Consultants Private Limited, Mumbai as
the Internal Auditors of the Company.
The Statutory Auditors of the Company, M/s. Vora &Associates, Chartered
Accountants, Mumbai (FRN # 111612W) retire at ensuing Annual General
Meeting of the Company, being eligible, offers them for re-appointment.
The Company has also received a certificate from them under Section
139(1) of the Companies Act, 2013. Members are requested to appoint
M/s. Vora& Associates, Chartered Accountants, Mumbai as Statutory
Auditors of the Company.
The observations of the Auditors in their report have been dealt with
in the notes forming part of the accounts and other statements, which
20. Internal Control Systems and their adequacy:
The Company has an Internal Control System, commensurate with the
size, scale and complexity of its operations. The scope and authority
of the Internal Audit function is defined in the Internal Audit Manual.
To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board &
to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficiency
and adequacy of internal control system in the Company, its compliance
with operating systems, accounting procedures and policies at all
locations of the Company. Based on the report of internal audit
function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant
audit observations and recommendations along with corrective actions
thereon are presented to the Audit Committee of the Board.
21. Secretarial Auditor:
Pursuant to the provisions of section 204 of the Companies Act, 2013
and Rules made thereunder the Company has appointed, Kala Agarwal,
(membership number: 5976) Company Secretaries in Practice, to
undertake the secretarial audit of the Company.
SecretarialAuditReportfortheyear2014-15given by Kala Agarwal in the
prescribed form MR-3 is annexed to this Report. The Secretarial Audit
Report for the year under review does not contain any qualification,
reservation or adverse remark or disclaimer made by the secretarial
22. Cost Audit:
The maintenance of cost records has not been prescribed by the Central
Government. Cost compliance Report is withdrawn from F/Y14-15 as per
new cost audit rules.
23. Disclosure requirements:
As per Clause 49 of the listing agreements entered into with the stock
exchanges, corporate governance report with auditors'' certificate
thereon and management discussion and analysis are attached, which
form part of this report.
Details of the familiarization programme of the independent directors
are available on the website of the Company (URL: www.joyrealty.in).
Policy for determining material subsidiaries of the Company is
available on the website of the Company (URL: www.joyrealty.in).
Policy on dealing with related party transactions is available on the
website of the Company (URL: www.joyrealty.in).
The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the
Company to report genuine concerns. The provisions of this policy are
in line with the provisions of the Section 177(9) of the Act and the
revised Clause 49 of the Listing Agreements with stock exchanges (URL:
24. Workshops On Prevention Of Sexual Harassment At The Workplace:
Workshops on ''Prevention of Sexual Harassment at the Workplace'' were
held to help organizations understand their roles and
responsibilities, especially with the advent of the new statute on the
subject announced by the government. The workshops were aimed at
helping employers understand their practices and ensure compliance.
25. Business Risk Management:
Periodic assessments to identify the risk areas are carried out and
management is briefed on the risks in advance to enable the company to
control risk through a properly defined plan. The Company has a Fraud
Risk and Management Policy to deal with instances of fraud and
mismanagement, if any. The FRM Policy ensures that strict
confidentiality is maintained whilst dealing with concerns and also
that no discrimination will be meted out to any person for a genuinely
Information on the development and implementation of a Risk Management
Policy for the Company including identification therein of elements of
risk which in the opinion of the Board may threaten the existence of
the Company is given in the Corporate Governance Report.
26. Material changes and commitments:
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 and the date of this Report.
27. Whistle Blower Policy/Vigil mechanism:
Pursuant to section 177(9) of Companies Act, 2013 and clause 49 of the
Listing Agreement, the Board of Directors at its meeting held on 7th
August, 2014, adopted Whistle Blower Policy. The Whistle Blower
Policy/Vigil mechanism provides a mechanism for the director/employee
to report violations, without fear of victimization of any unethical
behavior, suspected or actual fraud, violation of the Code of Conduct
etc. which are detrimental to the organization''s interest. The
mechanism protects whistle blower from any kind of discrimination,
harassment, victimization or any other unfair employment practice. The
directors in all cases and employees in appropriate or exceptional
cases will have direct access to the Chairman of the Audit Committee.
The said Policy is placed on the Company''s website www.joyrealty.in
28. Corporate Social Responsibility:
As the Company does fall in the mandatory bracket for Corporate Social
Responsibility pursuant to section 135 of the Companies Act, 2013 the
Company did not adopt any activity pursuant to the same for the
financial year 2014-15.
29. Code Of Conduct:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in Zero Toleranceagainst bribery, corruption and unethical
dealings / behaviors of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is
known as code of conduct which forms an Appendix to the Code.
The Code has been posted on the Company''s website www.joyrealty.in.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
Your Directors wish to place on record their deep sense of
appreciation for the committed services of the employees, bankers and
business associates of the Company.
Date : 22/05/2015 For and on behalf of the Board of Directors
Place : Mumbai
Registered Office: Sd/- Sd/-
306, Madhava, 3rd Floor, Mr. Jayant B. Soni Mr. Bhavin Soni
C-4, Bandra-^uriaComplex Director Managing Director
Bandra (E), Mumbai - 400051. Din No:00131959 Din No:00132135