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Joy Realty Ltd.

BSE: 508929 Sector: Infrastructure
NSE: N.A. ISIN Code: INE433O01024
BSE 00:00 | 25 Jan 11.84 0.56
(4.96%)
OPEN

11.55

HIGH

11.84

LOW

11.55

NSE 05:30 | 01 Jan Joy Realty Ltd
OPEN 11.55
PREVIOUS CLOSE 11.28
VOLUME 201
52-Week high 11.84
52-Week low 8.55
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.55
CLOSE 11.28
VOLUME 201
52-Week high 11.84
52-Week low 8.55
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Joy Realty Ltd. (JOYREALTY) - Director Report

Company director report

To

The Members of JOY REALTY LIMITED

Your Directors have pleasure in presenting the 38th Annual Report ofthe company along with the Audited Statement of Accounts for the year ended 31stMarch 2021.

1. FINANCIAL RESULTS

(Amount in Rupees)

Particulars Current year Previous year
31.03.2021 31.03.2020
Revenue from operations - -
Other income 4451294 3825898
Total Revenue 4451294 3825898
Total expense 16707506 12457057
Profit / (Loss) before tax (12256212) (8631159)
Tax expense
- Deffered Tax 19355655 -
Profit / (Loss) after tax (31611867) (8631159)
Other Comprehensive Income - -
Total Profit / (Loss) for the year (31611867) (8631159)
Earnings per share (13.15) (3.59)

2. DIVIDEND

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

3. TRANSFER TO RESERVES

In view of losses no amount can be transferred to reserves.

4. BOARD OF DIRECTORS

In terms of Section 152 read with Section 149(13) of the Companies Act 2013 Mr.Bhavin Jayant Soni Managing Director of the Company is liable to retire by rotation. Thesaid Director has offered himself for reappointment and resolution for his reappointmentis incorporated in the Notice of the ensuing Annual General Meeting.

We regret to inform you of the sudden and sad demise of Mr. Jayant Bhavanji SoniDirector of the Company on Thursday May 20 2021. Sudden and unexpected passing away ofMr. Jayant Bhavanji Soni will be an irreparable loss to the Company and all the Directorsand employees of the Company convey deep sympathy sorrow and condolences to his family.

Mrs. Rachana Soni has been appointed as additional director of the company on 22ndJune 2021 and been regularized in this ensuing Annual General Meeting.

Independent Director of the Company have given his declaration that he meets thecriteria of independence as prescribed under Section 149(6) of the Act and Regulation16(1)(b) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations"). In the opinion of theBoard Independent Director is independent of the management. In the opinion of the Boardof Directors of the Company Independent Director possess high integrity expertise andexperience including the proficiency required to discharge the duties and responsibilitiesas Director of the Company.

5. DECLARATIONS BY INDEPENDENT DIRECTORS-

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received declaration from Independent Director confirming that itfulfills the criteria of independence as specified in Section 149(6) of the Companies Act2013.

6. NUMBER OF MEETINGS OF THE BOARD

During the Financial year ended March 31 2021 ("FY 2020") Six Board Meetingwere held i.e. on July 30 2020 September 7 2020 September 15 2020 November 10 2020February 11 2021 and March 31 2021.

7. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors the board as a whole and the Chairman of the Company were evaluated takinginto account the views of executive directors and non - executive directors

8. 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:

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

The Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affair of the company at the end of the financial year and of theprofit/loss of the company for that period;

The Directors have taken proper and sufficient care for the maintenance of the adequateaccounting records in accordance with the provision of the Companies Act 2013 safeguardingthe assets of the company and preventing and detecting fraud and other irregularities;

The Directors have prepared the annual accounts of the company on going concern basis;

They have laid down internal financial controls which are adequate and are operatingeffectively;

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

9. SHARE CAPITAL

The paid up Equity Share Capital as at March 31 2021 stood at Rs. 24032800/-.During the year under review the Company has not issued shares or convertible securitiesor shares with differential voting rights nor has granted any stock options or sweatequity or warrants. As on March 31 2021 none of the Directors of the Company holdinstruments convertible into Equity Shares of the Company.

10. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for FY 2021 is given in Annexure A in the prescribed FormNo. MGT-9 which is a part of this report.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans guarantees and investments covered section 186 of the Companies Act 2013 formspart of the notes to the financial statements provided in this Annual Report.

12. CONSERVATION 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.

13. FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

14. 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.10200000/- per annum or Rs. 850000/- per month or part thereof. Hence no particularsof employees as per Rule 5(2).

15. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1)of the Act. The information on transactions with related parties pursuant to Section134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Annexure B in Form No. AOC-2 and the same forms part of this report.

16. DEPOSITS FROM PUBLIC

During the year under review your Company has not accepted any deposits from publicunder Chapter V of the Act no amount on account of principal or interest on deposits frompublic was outstanding as on the date of the balance sheet.

17. SUBSIDIARIES ASSCOIATE AND JOINT VENTURE COMPANY

During the year under review your Company does not have any subsidiaries or jointventures or associate companies as defined under the Act.

18. CORPORATE SOCIAL RESPONSIBILITY

As the Company does not fall in the mandatory bracket for Corporate SocialResponsibility pursuant to Section 135 of the Companies Act 2013 the Company did notadopt any activity pursuant to the same for the financial year 2020-21.

19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review no frauds were reported by Auditors under sub-section(12) of section 143.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis is setout in this Annual Report as Annexure C.

21. AUDIT COMMITTEE

During the year under review there was change in the composition of the AuditCommittee of the Company. More details on the Audit Committee are given in CorporateGovernance Report. All the recommendations made by the Audit Committee were accepted bythe Board.

22. STATUTORY AUDITORS

Statutory Auditors:

Merger of M/s. H. N. Motiwalla & Co. (FRN # 111949W) our statutory auditor withM/s. Chhajed & Doshi (FRN # 101794W) Chartered Accountants with effect from October01 2019 and all the attestation and audit of our company will be conducted by the newmerged firm M/s. Chhajed & Doshi instead of the original appointment which was in thename of M/s. H. N. Motiwalla & Co. and the merged firm has been appointed for theremaining period i.e. from the financial year 2020-2021 upto 2021-2022 in the meeting heldon 31st March 2021.

23. AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

The statutory auditor's report do not contain any qualifications reservations oradverse remarks or disclaimer. Secretarial audit report contains qualifications; auditreport is attached to this annual report.

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.

25. SECRETARIAL AUDIT

Your Board has appointed M/s. Kala Agarwal Practicing Company Secretary Mumbai asSecretarial Auditors for the financial year 2020-21 and Secretarial Audit Report for theFinancial Year ended March 31 2021 is enclosed as Annexure D.

26. COST AUDIT

The maintenance of cost records has not been prescribed by the Central Government.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules made thereunder. The Policy aims toprovide protection to employees at workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. During the year underreview your Company has not received any complaint pertaining to sexual harassment and nocomplaint was pending as on 31st March 2021.

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

No significant and material order has been passed by the regulators courts ortribunals impacting the going concern status and Company's operations in future

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of your Companyhave occurred after the closure of the Financial Year 2020-21 and till the date of thereport.

31. WHISTLE BLOWER POLICY/VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI Listing Regulation 2015 a Vigil Mechanism for directors andemployees to report genuine concerns has been established. The Vigil Mechanism Policy hasbeen uploaded on the website of the Company under investor relations tab atwww.joyrealty.in

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. SECRETARIAL STANDARDS

During the year under review your Company has complied with all the applicablestandards. The same has also been confirmed by Secretarial Auditors of the Company.

34. ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank the employees customers suppliersbankers financial institutions and various regulatory authorities for their consistentsupport/ encouragement to the Company.

Your Directors would also like to thank the Members for reposing their confidence andfaith in the Company and its Management.

Place: Mumbai

For and on Behalf of the Board

Date: 12/08/2021
Sd/- Sd/-
Registered Office: Bhavin Soni Rachana Soni
306 Madhava 3rd Floor C-4 Managing Director Director
Bandra - Kurla Complex Din: 00132135 Din: 00918501
Bandra (E) Mumbai – 400051

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