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Joy Realty Ltd.

BSE: 508929 Sector: Infrastructure
NSE: N.A. ISIN Code: INE433O01024
BSE 05:30 | 01 Jan Joy Realty Ltd
NSE 05:30 | 01 Jan Joy Realty Ltd

Joy Realty Ltd. (JOYREALTY) - Director Report

Company director report

To

The Members of JOY REALTY LIMITED

Your Directors have pleasure in presenting the 34th Annual Report of the company alongwith the Audited Statement of Accounts for the year ended 31st March 2017

1. FINANCIAL RESULTS

(Amount in Rupees Rs.)
Particulars Current year Previous year
31.03.2017 31.03.2016
Total Revenue 5355963 3812031
Total expense 2906964 2847793
Profit before tax 2448998 964238
Tax expense 566661 90078
Profit after tax 1882337 874160
Profit for the year 1882337 874160
Add: Balance brought forward of the previous year 1822816 948656
Profit Available for the appropriation 3705153 1822816
Transfer to reserve Fund NIL NIL
Transfer to general reserve NIL NIL
Proposed dividend NIL NIL
Balance carried to balance sheet 3705153 1822816
Earnings per share 0.78 0.36

2. DIVIDEND

During the year your Directors have not recommended any dividend on Equity Shares

3. TRANSFER TO RESERVES:

The Company proposes to transfer Rs.3705153/- to the general reserve out of theamount available for appropriation and no amount is proposed to be retained in the profitand loss account.

4. OPERATIONS:

Your Company has taken strides towards making itself a design organization. YourCompany continues to build capabilities in its design team & endeavors to work withthe best talent with its core aim of creating extraordinary and imaginative spaces. TheNew projects signed are located in Mumbai. The project added is of substantial size and inline with your company's long term strategy of focusing on value accretive and riskefficient model. Your Company is currently developing project Joy Alka Site Address: SBIAlka CHS Ltd Ceaser Road Amboli Andheri (West) Mumbai. The Project is on the verge ofcompletion expected to be completed by December 2017.

5. BUSINESS PROSPECTS AND OUTLOOK:

The Government gave clarity on important reforms regarding Goods and Services Tax (GST)and Real Estate Regulatory Act (RERA) during 2016. These reforms definitely createdpositive ripples for various stakeholders. As a result residential markets of the majorIndian cities grew and the office market improved and maintained pace. However the recentdemonetisation move by the Government is expected to substantially hit transactions.

From mid-2017 onwards however we expect the market will discover a new normal involume and price. With a falling interest rate higher liquidity and RERA and GST inplace India's real estate sector is expected to be more evolved transparent andcorporatised. The sector has potential for growth and it will be supported by a largerinstitutional funding at competitive rates.

6. BOARD OF DIRECTORS

During the year 2016-2017 there have been changes at the Board level. In compliancewith Section 203 of the Companies Act 2013 Ms. Shruti Shah is being appointed as CompanySecretary of the company under KMP category w.e.f. 3rd October 2016.

Mr. Darshan Shah is being appointed as Chief Financial Officer (CFO) of the companyunder KMP category w.e.f. 29th May 2017.

7. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met four times during the year on the following dates givenbelow. The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013 and the Listing Regulations.

19th May 2016 3rd August 2016 10th November 2016 and 9th February 2017.

8. EXTRACT OF ANNUAL RETURN:

The extract of the annual return as provided under sub-section (3) of section 92 inprescribed 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 # C/4 Bandra Kurla Complex Bandra (East) Mumbai – 400051.

vi) Whether listed company: Yes Bombay Stock Exchange

Metropolitan Stock Exchange of India Limited

vii) Name Address and Contact details of Registrar and Transfer Agent if any

Link Intime India Private Limited

C 101 247 Park L.B.S. Marg

Vikhroli (West)

Mumbai – 400 083

Contact Details: 022-49186270

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sr. No. Name and Description of main products / services NIC Code of the Product/ service % to total 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-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year
i.e. 01.04.2016 i.e. 31.03.2017 % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoter and Promoter group
(1) Indian
a) Individual/HUF 1402680 0 1402680 58.37 1402680 0 1402680 58.37 -
b) Central Govt. - - - - - - - - -
c) State Govt. (s) - - - - - - - - -
d) Bodies Corp. 79560 0 79560 3.31 79560 0 79560 3.31 -
e) Banks / FI - - - - - - - - -
f) Any Other - - - - - - - - -
Sub-total (A) (1):- 1482240 0 1482240 61.68 1482240 0 1482240 61.68 -
(2) Foreign
Sub-total (A) (2):- - - - - - - - - -
Total shareholding of Promoter (A) = (A)(1)+(A)(2) 1482240 0 1482240 61.68 1482240 0 1482240 61.68 -
B. Public Shareholding
1.Institutions
a) Mutual Funds / 0 920 920 0.04 0 920 920 0.04 -
b) Banks / FI - - - - - - - - -
c) Central Govt. - - - - - - - - -
d) State Govt.(s) - - - - - - - - -
e) Venture Capital funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - - -
i) Any Others (specify) - - - - - - - - -
Sub-total (B)(1):- - 920 920 0.04 - 920 920 0.04 -
2. Non-Institutions
a) Individual - - - - - - - - -
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 40720 318800 359520 14.96 34240 315680 349920 14.56 -0.40
ii) Individual shareholders holding nominal share capital in excess of Rs1 lakh 237980 221640 459620 19.12 237980 221640 459620 19.12 -
b) NBFCs registered with RBI - - - - - - - - -
c) Employee Trusts - - - - - - - - -
d) Overseas Depositories - - - - - - - - -
e) Any other (Specify) - - - - - - - - -
NRI's (Repeat) - 3440 3440 0.14 - 3440 3440 0.14 -
Bodies Corporate 91700 5840 97540 4.06 101300 5840 107140 4.46 0.40
Sub-total (B)(2):- 370400 549720 920120 38.29 373520 546600 920120 38.29 -
Total Public Shareholding (B)=(B)(1)+(B)(2) 370400 550640 920120 38.32 373520 547520 921040 38.32 -
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 1852640 550640 2403280 100 1855760 547520 2403280 100 -

(II) SHAREHOLDING OF PROMOTERS

Sr. No. Shareholder's Name Shareholding at the beginning of the year 01.04.2016 Shareholding at the end of the year 31.03.2017
No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 Bhavin Soni 512620 21.33 - 512620 21.33 - -
2 Jayant Soni 232840 9.69 - 232840 9.69 - -
3 Chandan V. Mota 145600 6.06 - 145600 6.06 - -
4 Jayantilal B. Soni HUF 105620 4.39 - 105620 4.39 - -
5 Snehal J. Dharamshi 153580 6.39 - 153580 4.39 - -
6 Malti Soni 100000 4.16 - 100000 4.16 - -
7 Money Anchor Financial Services Private Limited 79560 3.31 - 79560 3.31 - -
8 Rachana B. Soni 40420 1.68 - 40420 1.68 - -
9 Jatin T. Dharamshi 40000 1.66 - 40000 1.66 - -
10 Kalpana T. Dharamshi 36000 1.50 - 36000 1.50 - -
11 Tarun D. Dharamshi 36000 1.50 - 36000 1.50 - -
Total 1482240 61.68 - 1482240 61.68 - -

(III) CHANGE IN PROMOTERS' SHAREHOLDING: NIL

Sr. No. Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year NIL
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): NIL
At the End of the year NIL

(IV) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS PROMOTERS ANDHOLDERS OF GDRS AND ADRS):

Sr. No. For Each of the Top 10 Shareholders Shareholding at the beginning of the year 01.04.2016 Shareholding at the End of the year 31.03.2017
No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Piya Reddy
Opening Balance 237980 9.90%
Transactions during the year ended 31/03/2017 - - - -
Closing Balance 237980 9.90
2 Proxcel Management Agencies Private Limited
Opening Balance 56580 2.35
Transactions during the year ended 31/03/2017 9600 0.40 - -
Closing Balance 66180 2.75
3 Shalibhadra Properties Private Limited
Opening Balance 26680 1.11
Transactions during the year ended 31/03/2017 - - - -
Closing Balance 26680 1.11
4 Piya Yashpal Anand
Opening Balance 17520 0.73
Transactions during the year ended 31/03/2017 - - - -
Closing Balance 17520 0.73
5 Padamshi Lalji Lodaya
Opening Balance 12120 0.50
Transactions during the year ended 31/03/2017 - - - -
Closing Balance 12120 0.50
6 Asmita Nilesh Gharat
Opening Balance 12000 0.49
Transactions during the year ended 31/03/2017 - - - -
Closing Balance 12000 0.49
7 Chitralekha Padamshi Lodaya
Opening Balance 12000 0.49
Transactions during the year ended 31/03/2017 - - - -
Closing Balance 12000 0.49
8 Girish K Dand
Opening Balance 12000 0.49
Transactions during the year ended 31/03/2017 - - - -
Closing Balance 12000 0.49
9 Hemal G Dand
Opening Balance 12000 0.49
Transactions during the year ended 31/03/2017 - - - -
Closing Balance 12000 0.49
10 Javeri K Mota
Opening Balance 12000 0.49
Transactions during the year ended 31/03/2017 - - - -
Closing Balance 12000 0.49

(V) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sr. No. Shareholding at the beginning of the year 01.04.2016 Cumulative Shareholding during the year 31.03.2017
No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Jayant Soni- Director
At the beginning of the year 01.04.2016 232840 9.69 232840 9.69
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): - - - -
At the End of the year 31.03.2017 232840 9.69 232840 9.69

 

2 Bhavin Soni- Managing Director
At the beginning of the year 01.04.2016 512620 21.33 512620 21.33
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): - - - -
At the End of the year 31.03.2017 512620 21.33 512620 21.33
3 Pritesh Haria- Director
At the beginning of the year 01.04.2016 - - - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): - - - -
At the End of the year 31.03.2017 - - - -
4 Ashok Dugade- Director
At the beginning of the year 01.04.2016 - - - -
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): - - - -
At the End of the year 31.03.2017 - - - -
5 Monika Trivedi- Director
At the beginning of the year 01.04.2016 - - - -
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): - - - -
At the End of the year 31.03.2017 - - - -
6 Shruti Shah – Company Secretary
At the beginning of the year 01.04.2016 - - - -
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): - - - -
At the End of the year 31.03.2017 - - - -

INDEBTEDNESS (Amount in Rs.)

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 121297580 46459275 0 167756855
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 121297580 46459275 0 167756855
Change in Indebtedness during the financial year
Addition 0 187511276 0 187511276
Reduction 64468359 0 0 64468359
Net Change (64468359) 187511276 0 123042917
Indebtedness at the end of the financial year
i) Principal Amount 56829221 233970551 0 290799772
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 56829221 233970551 0 290799772

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

No remuneration is paid to any of the Directors of the Company. Hence the disclosure inthe below table does not apply to the company.

A. Remuneration To Managing Director Whole-time Directors And/or Manager : NIL

(Amount in Rs.)
Sr. No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 NIL
2. Stock Option
3. Sweat Equity
4. Commission
- as % of profit
- others specify…
5. Others please specify
Total (A) NIL
Ceiling as per the Act NIL

B. Remuneration To Other Directors : NIL

Sr. No. Particulars of Remuneration Name of Directors Total Amount
1 Independent Directors
Fee for attending board / committee meetings
Commission
Others please specify
Total (1) NIL
2 Other Non-Executive Directors
Fee for attending board / committee meetings
Commission
Others please specify
Total (2) NIL
Total (B)=(1+2)
Total Managerial Remuneration
Overall Ceiling as per the Act NIL

C. Remuneration To Key Managerial Personnel Other Than Md/manager/wtd

Sr. No. Particulars of Remuneration Company Secretary Total Amount
Shruti Shah*
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 182029 182029
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 NIL NIL
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 NIL NIL
2 Stock Option NIL NIL
3 Sweat Equity NIL NIL
4 Commission NIL NIL
- as % of profit
- others specify…
5 Others please specify NIL NIL
Total (C) 182029 182029

* Shruti Shah was appointed as the Company Secretary w.e.f. 3rd October 2016.

VII. Penalties / Punishment/ Compounding Of Offences: NIL

There were no penalties punishment or compounding of offences imposed during the yearended March 31 2017.

Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made if any (give Details)
A. COMPANY
Penalty NIL
Punishment
Compounding
B. DIRECTORS
Penalty NIL
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment NIL
Compounding

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements)Regulations 2015 the performance evaluation of theIndependent Directors was completed.

The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

1. In the preparation of the annual accounts the applicable Accounting standards hadbeen followed along with proper explanation relating to material departures;

2. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affair of the company at the end of the financial year and ofthe profit and loss of the company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of theadequate accounting records in accordance with the provision of the Companies Act 2013safeguarding the assets of the company and preventing and detecting fraud and otherirregularities;

4. The Directors have prepared the annual accounts of the company on going concernbasis;

5. They have laid down internal financial controls which are adequate and areoperating effectively;

6. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

11. SHARE CAPITAL

The paid up equity share capital of the Company as on March 31 2017 was Rs.24032800/-. During the year under review the Company has not issued any shares. TheCompany has not issued shares with differential voting rights. It has neither issuedemployee stock options nor sweat equity shares.

12. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on the Management Discussion & Analysis is provided as a separatesection in the Annual Report.

13. DECLARATION BY INDEPENDENT DIRECTORS

Mrs. Monika Trivedi Mr. Pritesh Haria and Mr. Ashokkumar Dugade are IndependentDirectors on the Board of the Company. An independent director shall not be entitled toany 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 othermeetings and profit related commission as may be approved by the members. IndependentDirectors are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and SEBI Listing Regulations with the Stock Exchanges.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

15. CONVERSION OF ENERGY TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Act read with Companies'(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are not applicable to the Company.

16. FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

17. CORPORATE GOVERNANCE

Your Company has complied with the requirements of Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirements) Regulations 2015 regardingCorporate Governance.

A report on the Corporate Governance practices the Auditors' Certificate on complianceof mandatory requirements thereof are given as an annexure to this report.

18. PARTICULARS OF EMPLOYEES

Your Directors wish to place on record its appreciation of the contribution made by allemployees in ensuring the highest levels of performance that your Company has achievedduring the year.

None of the employees of the Company were drawing a remuneration exceedingRs.6000000/- per annum or Rs. 500000/- per month or part thereof. Hence no particularsof employees as per Rule 5(2).

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions (RTPs) which were entered into during the financial yearwere on an arm's length basis and were in the ordinary course of business and did notattract any provisions of Section 188 of the Companies Act 2013 and were also notmaterial RPT's under Regulation 23 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulation 2015.

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC-2 are appended as Annexure 'A'

20. GOODS AND SERVICES TAX (GST)

The introduction of Goods and Services Tax [GST) is a very significant step in thefield of indirect tax reforms in India. By amalgamating a large number of Central andState taxes into a single tax it would mitigate cascading or double taxation in a majorway and pave the way for a common national market.

The transition to GST scenario is a major change process and the Company hasestablished a dedicated team to evaluate the impact analysis and carry out changes to thebusiness process & IT systems as per the GST framework.

21. FIXED DEPOSIT

The Company has not accepted any Fixed Deposit covered under Section 76 of theCompanies Act 2013 from the Shareholders or the Public during the year.

22. AUDITORS & AUDITORS REPORT

Internal Auditor:

The Board has appointed M/s Baker Tilly DHC Private Limited (Formerly known as DHConsultants Private Limited) Mumbai as the Internal Auditors of the Company.

Statutory Auditors:

M/s. Vora & Associates Chartered Accountants Mumbai having held office as Auditorprior to the Commencement of the Companies Act 2013 were eligible to be appointed asAuditors for a period of three more years as per the provisions of the Companies Act 2013read with the Companies [Audit and Auditors) Rules 2014 and were accordingly appointedby the Members in the Annual General Meeting of the Company. Accordingly the StatutoryAuditors of the Company M/s. Vora & Associates Chartered Accountants hold officetill the conclusion of the ensuing Annual General Meeting of the Company.

M/s. H N Motiwalla & Co. Chartered Accountants have expressed their willingnessto be appointed as Statutory Auditors of the Company. They have further confirmed that thesaid appointment if made would be within the prescribed limits under Section 141(3)(g)of the Companies Act 2013 and that they are not disqualified for appointment.Accordingly their appointment as Statutory Auditors of the Company from the conclusion ofthe 34th Annual General Meeting until the conclusion of the 39th Annual General Meeting ofthe Company.

Auditors Report:

The observations of the Auditors in their report have been dealt with in the notesforming part of the accounts and other statements which are self-explanatory.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s. Baker Tilly DHCPrivate Limited Chartered Accountants. The main thrust of internal audit is to test andreview controls appraisal of risks and business processes besides benchmarking controlswith best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame.

The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.

24. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s. Kala Agarwal Company Secretary in Practice to undertake theSecretarial Audit of the Company for the financial year 2016-17. The Secretarial AuditorReport is annexed as Annexure 'B' and forms an integral part of this Report.

25. COMMENTS/ EXPLANATIONS / QULIFICATION MADE BY SECRETARIAL AUDITORS

The Secretarial Auditors of the company have drawn the attention of the management onsome Non Compliances which marked as qualification in their audit report. In connectionwith the same management herewith giving the explanations as follows:

Mr. Jayant Bhavanji Soni performs the activities as the Chief Financial Officer of theCompany though not appointed as per provisions of the Companies Act 2013. The Company isof view that though the Company has tried to appoint the CFO but did not find the desiredcandidate as per company's requirement. However in the month of May 2017 it hasappointed CFO for the company as required under provisions of Section 203 of the CompaniesAct 2013.

26 COST AUDIT

The maintenance of cost records has not been prescribed by the Central Government. Costcompliance Report is withdrawn from F/Y 15-16 as per new cost audit rules.

27. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules thereunder.

During the year under review the company has not received any complaint of sexualharassment.

28. RISK MANAGEMENT

The Company has in place Risk Management System which takes care of riskidentification assessment and mitigation. There are no risks which in the opinion of theBoard threaten the existence of the Company. Risk factors and its mitigation are coveredextensively in the Management Discussion and Analysis Report forming part of thisDirectors' Report.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts ortribunals that would impact the going concern status of the Company and its futureoperations.

30. MATERIAL CHANGES AFTER BALANCE SHEET DATE (31ST MARCH 2017)

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the Financial Year (FY17) of the Company to which theFinancial Statements relate and the date of this Board's Report.

31. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriateavenues to the employees to bring to the attention of the management the concerns aboutany unethical behaviour by using the mechanism provided in the Policy. In cases relatedto financial irregularities including fraud or suspected fraud the employees maydirectly approach the Chairman of the Audit Committee of the Company. We affirm that nodirector or employee has been denied access to the Audit Committee during financial year2016-17. The Policy provides that no adverse action shall be taken or recommended againstan employee in retaliation to his/her disclosure in good faith of any unethical andimproper practices or alleged wrongful conduct. This Policy protects such employees fromunfair or prejudicial treatment by anyone in the Group. The policy is available atcompany's website.

32. CODE OF CONDUCT

The Company has adhered to a Code of Internal Procedures and Conduct for RegulatingMonitoring and Reporting of Trading by Insiders and Code of Practices and Procedures forfair disclosure of Unpublished Price Sensitive Information Pursuant to Regulation 8(1) ofthe SEBI (Prohibition of Insider Trading) Regulations 2015 and available on the Company'swebsite.

33. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for the cooperationand assistance received from the financial institutions banks as well as the shareholdersduring the year under review. The Directors also wish to place on record theirappreciation of the devoted and dedicated services rendered by all employees of theCompany.

Date : 08/08/2017 For and on behalf of the Board of Directors
Place : Mumbai
Registered Office: Sd/- Sd/-
306 Madhava 3rd Floor Mr. Bhavin Soni Mr. Jayant B. Soni
C-4 Bandra - Kurla Complex Managing Director Director
Bandra (E) Mumbai – 400051. Din No: 00132135 Din No: 00131959