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|
|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|
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
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.
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
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:-
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 : NIL
B. Remuneration To Other Directors : NIL
C. Remuneration To Key Managerial Personnel Other Than Md/manager/wtd
* 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.
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
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.
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.
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.
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.