Joy Realty Ltd.
|BSE: 508929||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE433O01024|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 508929||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE433O01024|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
The Members of JOY REALTY LIMITED
Your Directors have pleasure in presenting the 32nd Annual Report of the companyalong with the Audited Statement of Accounts for the year ended 31st March 2015
1. FINANCIAL RESULTS (Standalone)
In view of the financial position of your company your directors regrets theirinability to declare any dividend for the year.
3. Transfer to reserves:
Looking at the current financial position of the company it did not propose totransfer any amount to the general reserve out of the amount available for appropriation.
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 AmboliAndheri (West) Mumbai. The Project started during thebeginning 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 overallgrowth in the Indian Economy your company expects that the real estate industry wouldcontinue to remain under pressure for the next fiscal year. However your company iscommitted to meet and exceed the expectations of all its stakeholders.
Your Company will focus on sourcing land with large capital requirements in our targetsgeographies under the residential co-investment platform with your company acting asdevelopment 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 astrong focus area for your company. Your Company will continue to improve its projectexecution capabilities across regions strengthened through strategic partnerships withleading construction firms. Other focus areas of your company would be optimizing returnon 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 February2015 and 26th March 2015.
7. 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 (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
L B S MARG Bhandup (West)
Mumbai - 400078.
Contact Details: 022-25963838.
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
(ii) Shareholding of Promoters
(iii) Change in Promoters' Shareholding: NIL
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):
(v) Shareholding of Directors and Key Managerial Personnel:
INDEBTEDNESS (Amount in Rs.)
Indebtedness of the Company including interest outstanding/accrued but not due forpayment
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: (Amount inRs.)- NIL
B. Remuneration to other directors: NIL
C. Remuneration To Key Managerial Personnel Other Than MD/MANAGER/WTD: NIL
VII. Penalties / Punishment/ Compounding Of Offences: NIL
There were no penalties punishment or compounding of offences imposed during the yearended March 31 2015.
In accordance with the Articles of Association of the Company and provisions of theCompanies Act 2013 Mr. Pritesh Haria (DIN: 00122001) retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.
Your Directors recommend his re appointment.
Mrs. Monika Ritesh Trivedi (DIN : 07126422) appointed on 26th March 2015 as anAdditional Director on the Board of Joy Realty Limited as Women Director pursuant to theprovisions of Companies Act 2013 & Clause 49 of Listing Agreement.
Your Directors recommend her appointment as Independent Director on the Board of JoyRealty Limited on account of a declaration received from her stating that she meets thecriteria of Independence under Section 149(6) of the Act and in respect of whom theCompany has received a notice in writing from a Member under Section 160 of the Actsignifying his intention to propose the candidature of Mrs. Monika Ritesh Trivedi beappointed as an Independent Director of the Company
9. Performance Evaluation of the Board:
The Company with the approval of its Board Governance Remuneration & NominationCommittee has put in place an evaluation framework for evaluation of the Board Directorsand Chair person pursuant to the provisions of the Act and the corporate governancerequirements as prescribed by Securities and Exchange Board of India ("SEBI")under Clause 49 of the Listing Agreements ("Clause 49"). The Board also carriesout an evaluation of the working of its Audit Committee Board Governance Remuneration& Nomination Committee Stakeholders Relationship Committee and Committee of ExecutiveDirectors. The evaluation of the Committees is based on the assessment of the compliancewith the terms of reference of the Committees.
The evaluations for the Directors and the Board were done through circulation of twoquestionnaires one for the Directors and the other for the Board which assessed theperformance of the Board on select parameters related to roles responsibilities andobligations of the Board and functioning of the Committees including assessing thequality quantity and timeliness of flow of information between the company management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties. The evaluation criteria for the Directors was based on their participationcontribution and offering guidance to and understanding of the areas which are relevant tothem 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 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 31stMarch 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 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.
11. Management Discussion And Analysis:
As required under Clause 49 of the listing agreement with the Bombay Stock ExchangeLimited (BSE) Management Discussion and Analysis Report forms part of this report and isannexed herewith.
12. Statement of declaration of Independence of directors:
Notwithstanding anything contained in any other provision of this Act but subject toprovision 197 and 198 An independent director shall not be entitled to any stock optionand may receive remuneration by way of fee provided under sub- section(5) of section 197reimbursement of expenses for participation in the Board and other meetings and profitrelated 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 companyshall unless otherwise prescribed make investment through not more than 2 layers of theinvestment companies.
The Company has provided the following loans & guarantees and made the followinginvestments 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 bypurchasing 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 ofenergy 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 furnishthis information in Form A annexed to the aforesaid Rules the question of furnishing thesame 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 reductiondevelopment.
(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 thecorporate governance requirements set out by SEBI. The company has also implementedseveral best corporate governance practices as prevalent globally.
The report on corporate governance as stipulated under Clause 49 of the listingagreement forms part of the annual Report.
The requisites of the certificate from the auditors of the Company confirmingcompliance with the conditions of corporate governance as stipulated under the aforesaidclause 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 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).
17. Related parties transaction:
All related party transactions (RTPs) which were entered into during the financial yearwere on an arms 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 RPTs under clause 49 of the Listing Agreement.
During the year 2014-15 as required under section 177 of the Companies Act 2013 andclause 49 of the Listing Agreement all RPTs were placed before Audit Committee for priorapproval. A summary statement of transactions with related parties was placed periodicallybefore the Audit Committee during the year.
Details of material transactions if any with related parties aredisclosed to stock exchanges on quarterly basis alongwith the compliance report oncorporate governance.
There were no material transactions entered into with related parties during theperiod under review which may have had any potential conflict with the interests of theCompany.
A Policy on materiality of RPTs and also on dealing with RPTs has been formulated bythe Board during the year under review and the same is placed on the Companyswebsite "URL: www.joyrealty.in"
Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure inForm 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 theCompanies 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 InternalAuditors of the Company.
The Statutory Auditors of the Company M/s. Vora & Associates CharteredAccountants Mumbai (FRN # 111612W) retire at ensuing Annual General Meeting of theCompany being eligible offers them for re-appointment. The Company has also received acertificate from them under Section 139(1) of the Companies Act 2013. Members arerequested to appoint M/s. Vora& Associates Chartered Accountants Mumbai as StatutoryAuditors of the Company.
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.
20. Internal Control Systems and their adequacy:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal 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 ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith 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 madethereunder the Company has appointed Kala Agarwal (membership number: 5976) CompanySecretaries in Practice to undertake the secretarial audit of the Company. SecretarialAudit Report for the year 2014-15 given by Kala Agarwal in the prescribed form MR-3 isannexed to this Report. The Secretarial Audit Report for the year under review does notcontain any qualification reservation or adverse remark or disclaimer made by thesecretarial auditor.
22. Cost Audit:
The maintenance of cost records has not been prescribed by the Central Government. Costcompliance Report is withdrawn from F/Y 14-15 as per new cost audit rules.
23. Disclosure requirements:
As per Clause 49 of the listing agreements entered into with the stock exchangescorporate governance report with auditors certificate thereon and managementdiscussion and analysis are attached which form part of this report.
Details of the familiarization programme of the independent directors are available onthe website of the Company (URL: www.joyrealty.in).
Policy for determining material subsidiaries of the Company is available on the websiteof the Company (URL: www.joyrealty.in).
Policy on dealing with related party transactions is available on the website of theCompany (URL: www.joyrealty.in).
The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand 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 helporganizations understand their roles and responsibilities especially with the advent ofthe new statute on the subject announced by the government. The workshops were aimed athelping employers understand their practices and ensure compliance.
25. Business Risk Management:
Periodic assessments to identify the risk areas are carried out and management isbriefed on the risks in advance to enable the company to control risk through a properlydefined plan. The Company has a Fraud Risk and Management Policy to deal with instances offraud and mismanagement if any. The FRM Policy ensures that strict confidentiality ismaintained whilst dealing with concerns and also that no discrimination will be meted outto any person for a genuinely raised concern
Information on the development and implementation of a Risk Management Policy for theCompany including identification therein of elements of risk which in the opinion of theBoard may threaten the existence of the Company is given in the Corporate GovernanceReport.
26. Material changes and commitments:
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand 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 ListingAgreement the Board of Directors at its meeting held on 7th August 2014 adopted WhistleBlower Policy. The Whistle Blower Policy/Vigil mechanism provides a mechanism for thedirector/employee to report violations without fear of victimization of any unethicalbehavior suspected or actual fraud violation of the Code of Conduct etc. which aredetrimental to the organization's interest. The mechanism protects whistle blower from anykind of discrimination harassment victimization or any other unfair employment practice.The directors in all cases and employees in appropriate or exceptional cases will havedirect access to the Chairman of the Audit Committee. The said Policy is placed on theCompany's website www.joyrealty.in
28. Corporate Social Responsibility:
As the Company does fall in the mandatory bracket for Corporate Social Responsibilitypursuant to section 135 of the Companies Act 2013 the Company did not adopt any activitypursuant 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 theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance"against bribery corruptionand unethical dealings / behaviors of any form and the Board has laid down the directivesto counter such acts. The code laid down by the Board is known as "code ofconduct" which forms an Appendix to the Code. The Code has been posted on theCompany's website www.joyrealty.in.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith 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 thecommitted services of the employees bankers and business associates of the Company.