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Joy Realty

BSE: 508929|ISIN: INE433O01024|SECTOR: Construction & Contracting - Real Estate
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Directors Report Year End : Mar '15    Mar 14
Dear members,
 
 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
 
 2. DIVIDEND
 
 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.
 
 4. Operations:
 
 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
 Exchange
 
 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
                                                          the company
 
 1.	Construction (Real Estate)   500,500.1,500.2	     100%
 
 III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES-
 
 Not Applicable.
 
 IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage
 of Total Equity)
 
 i)Category-wiseShare Holding
 
 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
 material departures.
 
 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,
 2013:
 
 14. Conversion of energy , Technology absorption (A) Conservation of
 energy -
 
 (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
 consumption.
 
 (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
 operations.
 
 (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
 corporate governance.
 
 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:
 
 Internal Auditor:
 
 The Board has appointed M/s DH Consultants Private Limited, Mumbai as
 the Internal Auditors of the Company.
 
 Statutory Auditors:
 
 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.
 
 Auditors Report:
 
 The observations of the Auditors in their report have been dealt with
 in the notes forming part of the accounts and other statements, which
 are self-explanatory.
 
 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
 auditor.
 
 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:
 www.joyrealty.in).
 
 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
 raised concern
 
 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
 structure.
 
 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.
 
 30. Acknowledgement:
 
 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
Source : Dion Global Solutions Limited
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