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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
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Joy Realty Ltd. (JOYREALTY) - Director Report

Company director report

To

The Members of JOY REALTY LIMITED

Your Directors have pleasure in presenting the 35thAnnual Report ofthe company along with the Audited Statement of Accounts for the year ended 31stMarch 2018

1. FINANCIAL RESULTS

Particulars Current year 31.03.2018 Previous year 31.03.2017
Revenue from operations 169916424 3077500
Other Income 2950818 2278463
Total Income 172867242 5355963
Total Expense 214910377 2906965
Profit / (Loss) before tax (42043135) 2448998
Tax expense (10990991) 566661
Profit / (Loss) after tax (31052144) 1882337
Other Comprehensive Income - -
Total Profit / (Loss) for the year (31052144) 1882337
Earnings per share -1292 0.78

The Company has prepared the Standalone Financial Statements in accordance with theCompanies (Indian Accounting Standards) Rules 2015 prescribed under Section 133 of theCompanies Act 2013.

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. INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) on 16th February 2015 notifiedthat the Indian Accounting Standard (Ind AS) are applicable to certain classes ofcompanies from 1st April 2017 with a transition date of 1st April2016. Thus Ind As is applicable to this Company from 1st April 2017.

5. OPERATIONS

During the year the Company has successfully completed their residential project"Joy Alka" Site Address: SBI Alka CHS Ltd Ceaser Road AmboliAndheri (West)Mumbai. Your Company is also getting various proposals for redevelopment for which yourdirectors are taking appropriate actions to finalizing the proposals for the future growthof the Company. Globally this year is not favorable for the real estate sector due toimposition of Goods &Service Tax Act (GST) and Real Estate Regulatory Act (RERA) whichhas slowdown the real estate market. Your directors are putting their best efforts toincrease the performance of the company and favorable results.

6. BOARD OF DIRECTORS

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

Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.

7. BOARD MEETINGS

The Board of Directors met 5 times during the financial year ended March 312018 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder. Allthe Directors actively participated in the meetings and provided their valuable inputs onthe matters brought before Board from time to time.

The details of the Board Meetings with regard to their dates and attendance of each ofthe Directors thereat have been provided in the Corporate Governance Report.

8. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements)Regulations2015 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.

9. 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 standardshave been followed along with proper explanation relating to material departures;

• The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affair of the company at the end of thefinancial year and of the profit/loss of the company for that period;

• 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;

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

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

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

10. SHARE CAPITAL

The paid up equity share capital of the Company as on March 31 2018 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.

11. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 theextract of the annual return in Form No. MGT-9 is annexed as Annexure A hereto and forms apart of this Report.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

13. 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.

14. FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

15. CORPORATE GOVERNANCE

The Company constantly endeavours to follow the corporate governance guidelines andbest practices sincerely and disclose the same transparently. The Board is conscious ofits inherent responsibility to disclose timely and accurate information on the Company'soperations performance material corporate events as well as on the leadership andgovernance matters relating to the Company.

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 and the Auditors'Certificate on compliance of mandatory requirements thereof are given as an annexure tothis report.

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. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions/contracts/arrangements of the nature as specified in Section188(1) of the Companies Act 2013 entered by the Company during the year under review withrelated party(ies) are in ordinary course of business and on arm's length. The details ofsuch transactions/contracts/arrangements which are material (i.e. satisfying the criteriaprovided in first provision of section 188(1) of the Companies Act 2013) in nature arecontained in Annexure B attached hereto in form AOC-2.

18. FIXED DEPOSIT

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Report on Management Discussion and Analysis Report as required under Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedherewith as Annexure C.

20. AUDITORS & AUDITORS REPORT Internal Auditor:

M/s. Baker Tilly DHC Private Limited (Formerly known as DH Consultants PrivateLimited) Mumbai are the Internal Auditors of the Company.

Statutory Auditors:

Under section 139 of the Companies Act 2013 and the rules made thereunder it ismandatory to rotate the Statutory Auditor on completion of the maximum term permittedunder the said section. In line with the requirements of the Companies Act 2013M/s. H. N.Motiwalla & Co. Chartered Accountants was appointed as Statutory Auditors of theCompany to hold office for a period of five consecutive years from conclusion of the 34thAnnualGeneral Meeting of the Company held on 15th September 2017 till theconclusion of the 39th Annual General Meeting to be held in the year 2022subject to ratification by shareholders at the general meeting or as may necessitated bythe Act from time to time. The first year of audit was of the financial statements for theyear ending March31 2018 which included the audit of the quarterly financial statementsfor the year. Accordingly the appointment of H. N. Motiwalla & Co. is being placedbefore the shareholders for ratification.

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.

21. INTERNAL CONTROL SYSTEMS

The Company's internal control procedures which includes internal financial controlsensure compliance with various policies practices and statutes and keeping in view withthe organization's pace of growth and increasing complexity of operations. The internalauditors' teams carry out extensive audits throughout the year and submits its reports tothe Audit Committee.

22. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder theBoard of Directors of the Company appointed M/s. Kala Agarwal Practising CompanySecretaries Mumbai to conduct Secretarial Audit for the F.Y 2017-18.

The Secretarial Audit Report of M/s. Kala Agarwal Practising Company Secretaries forthe financial year ended 31stMarch 2018 is annexed as Annexure D.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

23. COST AUDIT

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

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

The Company has in place a policy on Prevention Prohibition and Redressal of SexualHarassment at the Workplace in line with the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition and Redressal) Act 2013.

During the year no complaint was received by the Company.

25. 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.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

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.

27. MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2018. Further it ishereby confirmed that there has been no change in the nature of business of the Company.

28. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to dealwith instances of fraud and mismanagement if any. Details of the same are given in theCorporate Governance Report.

29. 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.

30. ACKNOWLEDGMENT 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: 13/08/2018
Sd/- Sd/-
Registered Office: Mr. Bhavin Soni Mr. Jayant Soni
306 Madhava 3rd Floor C-4 Managing Director Director
Bandra - Kurla Complex Din:00132135 Din:00131959
Bandra (E) Mumbai - 400051