Mar 31, 2015
Dear members,
The Directors have pleasure in presenting the 32nd Annual Report of
the company along with the Audited Statement of Accounts for the year
ended 31st March, 2015
1. FINANCIAL RESULTS (Standalone)
Amount in Rupees Current year Previous year
Particulars 31.03.2015 31.03.2014
Total Revenue 42,99,910 31,63,716
Total expense 25,89,485 26,24,008
Profit before tax 17,10,425 5,39,708
Tax expense 5,36,903 2,70,332
Profit after tax 11,73,521 2,69,376
Profit for the year 11,59,088 (2,10,432)
Add: Balance brought forward of
the previous year (2,10,432) (7,35,72,508)
Profit Available for the
appropriation 9,48,656 (2,10,432)
Transfer to reserve Fund NIL NIL
Transfer to general reserve NIL NIL
Proposed dividend NIL NIL
Balance carried to balance sheet 9,48,656 (2,10,432)
Earnings per share 0.49 0.11
2. DIVIDEND
In view of the financial position of your company your directors
regrets their inability to declare any dividend for the year.
3. Transfer to reserves:
Looking at the current financial position of the company, it did not
propose to transfer any amount to the general reserve out of the
amount available for appropriation.
4. Operations:
Your Company has taken strides towards making itself a design
organization. Your Company continues to build capabilities in its
design team & endeavors to work with the best talent with its core aim
of creating extraordinary and imaginative spaces. The New projects
signed are located in Mumbai. The project added is of substantial size
and in line with your company's long term strategy of focusing on
value accretive and risk efficient model. Your Company is currently
developing project Joy Alka, (Site Address: SBI Alka CHS Ltd, Ceaser
Road Amboli, Andheri (West), Mumbai. The Project started during the
beginning 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 overall growth in the Indian Economy, your company
expects that the real estate industry would continue to remain under
pressure for the next fiscal year. However, your company is committed
to meet and exceed the expectations of all its stakeholders.
Your Company will focus on sourcing land with large capital
requirements in our targets geographies under the residential
co-investment platform with your company acting as development 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 a strong focus area for your company. Your Company will
continue to improve its project execution capabilities across regions,
strengthened through strategic partnerships with leading construction
firms. Other focus areas of your company would be optimizing return on
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 February, 2015and 26th March, 2015.
7. Extract of annual return:
The extract of the annual return as provided under sub-section (3) of
section 92 -in prescribed 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 # CIA,
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,
LBS MARG, Bhandup (West),
Mumbai - 400078.
Contact Details: 022-25963838.
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10%ormoreof thetotal turnover
of the company shall be stated:-
Sr. Name and Description of NIC Code of the % to total
No. main products / services Product/ service 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-wiseShare Holding
Your Directors recommend her appointment as Independent Director on
the Board of Joy Realty Limited on account of a declaration received
from her stating that she meets the criteria of Independence under
Section 149(6) of the Act, and in respect of whom the Company has
received a notice in writing from a Member under Section 160 of the
Act signifying his intention to propose the candidature of Mrs. Monika
Ritesh Trivedi be appointed as an Independent Director of the Company
9. Performance Evaluation of the Board:
The Company with the approval of its Board Governance, Remuneration &
Nomination Committee has put in place an evaluation framework for
evaluation of the Board, Directors and Chair person pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI")
under Clause 49 of the Listing Agreements ("Clause 49"). The Board
also carries out an evaluation of the working of its Audit Committee,
Board Governance, Remuneration & Nomination Committee, Stakeholders
Relationship Committee and Committee of Executive Directors. The
evaluation of the Committees is based on the assessment of the
compliance with the terms of reference of the Committees.
The evaluations for the Directors and the Board were done through
circulation of two questionnaires, one for the Directors and the other
for the Board which assessed the performance of the Board on select
parameters related to roles, responsibilities and obligations of the
Board and functioning of the Committees including assessing the
quality, quantity and timeliness of flow of information between the
company management and the Board that is necessary for the Board to
effectively and reasonably perform their duties. The evaluation
criteria for the Directors was based on their participation,
contribution and offering guidance to and understanding of the areas
which are relevant to them 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 had been followed along with proper explanation relating to
material departures.
2. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affair
of the company atthe end of the financial year 31st March, 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 the adequate accounting records in accordance with the
provision of the Companies Act 2013 safeguarding the assets of the
company and preventing and detecting fraud and other irregularities.
4. The Directors have prepared the annual accounts of the company on
going concern basis.
11. Management Discussion And Analysis:
As required under Clause 49 of the listing agreement with the Bombay
Stock Exchange Limited (BSE), Management Discussion and Analysis
Report forms part of this report and is annexed herewith.
12. Statement of declaration of Independence of directors:
Notwithstanding anything contained in any other provision of this Act,
but subject to provision 197and 198,An independent director shall not
been titled to any 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 other meetings and profit
related 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 company shall unless otherwise prescribed, make investment
through not more than 2 layers of the investment companies.
The Company has provided the following loans & guarantees and made the
following investments 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 by purchasing 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 of energy 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 furnish this information in Form A annexed to the
aforesaid Rules, the question of furnishing the same 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 reduction, development.
(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 the corporate governance requirements set out by SEBI.
The company has also implemented several best corporate governance
practices as prevalent globally.
The report on corporate governance as stipulated under Clause 49 of the
listing agreement forms part of the annual Report.
The requisites of the certificate from the auditors of the Company
confirming compliance with the conditions of corporate governance as
stipulated under the aforesaid clause 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 all employees in ensuring the highest levels of
performance that your Company has achieved during the year.
None of the employees of the Company were drawing a remuneration
exceeding Rs.60,00,000/- per annum or Rs. 5,00,000/- per month or part
thereof. Hence no particulars of employees as per Rule 5(2).
17. Related parties transaction:
All related party transactions (RTPs) which were entered into during
the financial year were on an arm's length basis and were in the
ordinary course of business and did not attract any provisions of
Section 188 of the Companies Act, 2013 and were also not material
RPT's under clause 49 of the Listing Agreement.
During the year 2014-15, as required under section 177 of the
Companies Act, 2013 and clause 49 of the Listing Agreement, all RPTs
were placed before Audit Committee for prior approval. A summary
statement of transactions with related parties was placed periodically
before the Audit Committee during the year.
Details of 'material' transactions, if any, with related parties
are disclosed to stock exchanges on quarterly basis alongwith the
compliance report on corporate governance.
There were no material transactions entered into with related parties,
during the period under review, which may have had any potential
conflict with the interests of the Company.
A Policy on materiality of RPTs and also on dealing with RPTs has been
formulated by the Board during the year under review and the same is
placed on the Company's website, "URL: www.joyrealty.in"
Information on transactions with related parties pursuant to Section
134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Annexure in Form 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 the Companies Act, 2013 from the Shareholders or the Public
during the year.
19. Auditors Report & Auditors:
Internal Auditor:
The Board has appointed M/s DH Consultants Private Limited, Mumbai as
the Internal Auditors of the Company.
Statutory Auditors:
The Statutory Auditors of the Company, M/s. Vora &Associates, Chartered
Accountants, Mumbai (FRN # 111612W) retire at ensuing Annual General
Meeting of the Company, being eligible, offers them for re-appointment.
The Company has also received a certificate from them under Section
139(1) of the Companies Act, 2013. Members are requested to appoint
M/s. Vora& Associates, Chartered Accountants, Mumbai as Statutory
Auditors of the Company.
Auditors Report:
The observations of the Auditors in their report have been dealt with
in the notes forming 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 and complexity of its operations. The scope and authority
of the Internal Audit function is defined in the Internal Audit Manual.
To maintain its objectivity and independence, the Internal 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 of internal control system in the Company, its compliance
with operating systems, accounting procedures and policies at all
locations of the Company. Based on the report of internal audit
function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant
audit observations and recommendations along with 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 made thereunder the Company has appointed, Kala Agarwal,
(membership number: 5976) Company Secretaries in Practice, to
undertake the secretarial audit of the Company.
SecretarialAuditReportfortheyear2014-15given by Kala Agarwal in the
prescribed form MR-3 is annexed to this Report. The Secretarial Audit
Report for the year under review does not contain any qualification,
reservation or adverse remark or disclaimer made by the secretarial
auditor.
22. Cost Audit:
The maintenance of cost records has not been prescribed by the Central
Government. Cost compliance Report is withdrawn from F/Y14-15 as per
new cost audit rules.
23. Disclosure requirements:
As per Clause 49 of the listing agreements entered into with the stock
exchanges, corporate governance report with auditors' certificate
thereon and management discussion and analysis are attached, which
form part of this report.
Details of the familiarization programme of the independent directors
are available on the website of the Company (URL: www.joyrealty.in).
Policy for determining material subsidiaries of the Company is
available on the website of the Company (URL: www.joyrealty.in).
Policy on dealing with related party transactions is available on the
website of the Company (URL: www.joyrealty.in).
The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the
Company to report genuine concerns. The provisions of this policy are
in line with the provisions of the Section 177(9) of the Act and 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 help organizations understand their roles and
responsibilities, especially with the advent of the new statute on the
subject announced by the government. The workshops were aimed at
helping employers understand their practices and ensure compliance.
25. Business Risk Management:
Periodic assessments to identify the risk areas are carried out and
management is briefed on the risks in advance to enable the company to
control risk through a properly defined plan. The Company has a Fraud
Risk and Management Policy to deal with instances of fraud and
mismanagement, if any. The FRM Policy ensures that strict
confidentiality is maintained whilst dealing with concerns and also
that no discrimination will be meted out to any person for a genuinely
raised concern
Information on the development and implementation of a Risk Management
Policy for the Company including identification therein of elements of
risk which in the opinion of the Board may threaten the existence of
the Company is given in the Corporate Governance Report.
26. Material changes and commitments:
There have been no material changes and commitments, affecting the
financial position of the Company, which have occurred between the end
of the financial year of the Company and 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
Listing Agreement, the Board of Directors at its meeting held on 7th
August, 2014, adopted Whistle Blower Policy. The Whistle Blower
Policy/Vigil mechanism provides a mechanism for the director/employee
to report violations, without fear of victimization of any unethical
behavior, suspected or actual fraud, violation of the Code of Conduct
etc. which are detrimental to the organization's interest. The
mechanism protects whistle blower from any kind of discrimination,
harassment, victimization or any other unfair employment practice. The
directors in all cases and employees in appropriate or exceptional
cases will have direct access to the Chairman of the Audit Committee.
The said Policy is placed on the Company's website www.joyrealty.in
28. Corporate Social Responsibility:
As the Company does fall in the mandatory bracket for Corporate Social
Responsibility pursuant to section 135 of the Companies Act, 2013 the
Company did not adopt any activity pursuant 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 the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in "Zero Tolerance"against bribery, corruption and unethical
dealings / behaviors of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is
known as "code of conduct" which forms an Appendix to the Code.
The Code has been posted on the Company's website www.joyrealty.in.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting
structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
30. Acknowledgement:
Your Directors wish to place on record their deep sense of
appreciation for the committed services of the employees, bankers and
business associates of the Company.
Date : 22/05/2015 For and on behalf of the Board of Directors
Place : Mumbai
Registered Office: Sd/- Sd/-
306, Madhava, 3rd Floor, Mr. Jayant B. Soni Mr. Bhavin Soni
C-4, Bandra-^uriaComplex Director Managing Director
Bandra (E), Mumbai - 400051. Din No:00131959 Din No:00132135
Mar 31, 2013
The Members of JOY REALTY LIMITED
The Directors present herewith the 30ltl Annual Report together with
the Audited Statement of Accounts for the year ended March 31, 2013.
FINANCIAL RESULTS
The financial performance of the Company, for the year ended March 31,
2013 is summa- rized below;
FINANCIAL PERFORMANCE SUMMARY
Amou nt in Rupees Rs.
Particulars 2012-2013 2011-2012
Gross Receipts 32,62,472 50,48,467
Profit/(Loss) before Depreciation 12,33,659 14,42,204
Depreciation 5,51,128 5,51,128
Profit / (Loss) Before Tax 6,82,531 8,91,076
Provision for Tax 76,379 5,23,993
Profit / (Loss) After Tax 6,06,152 3,67:083
Profit / (Loss) Brought Forward (7,41,78,660) (7,45,45,743)
Net Profit / (Loss) carried to
Balance sheet (7,35,72,508) (7,41,78,660)
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:
Total income achieved during the year under review is Rs. 32,62,472/-
as against Rs. 50,48,467/- in the previous year. After providing for
taxation of Rs. 76,379/- the profit after tax earned by the Company is
Rs. 6,06,152/- as against profit after tax of Rs.3,67,083/- as earned
in the previous year.
DIVIDEND
In view of carried forward losses your directors regrets their
inability to declare any dividend for the year.
CAPITAL REDUCTION
With intent of restructuring the Balance Sheet and to present
the.factual status of the Company, have applied for the Scheme of
Arrangement for reduction and consolidation of share capital against
accumulated losses and the same was approved by the Hon''ble Bombay High
Court vide order dated May 3, 2013 and accordingly share holding shall
be reduced to 24,03,280 equity shares of Rs.10/- each fully paid up
from 60,08,200 equity shares of Rs.10/- each fully paid up. All the
shareholders will be given fresh share certifi- cate of the company.
BUSINESS PROSPECTS AND OUTLOOK:
Your Company expects the current economic and business environment to
stay challeng- ing over the next few quarters. The company shall
continue to focus on redevelopment of societies in and around Mumbai.
DIRECTORS:
In accordance with the Articles of Association of the Company and
provisions of the Companies Act, 1956 Mr. Bhavin Soni retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment. Your Directors recommend his
re-appointment. DIRECTORS'' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the
following statement in terms of Section 217(2AA)of the Companies Act,
1956:
a) that in the preparation of the Annual Accounts for the year ended
March 31. 2013, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any.
b) that the Directors have selected such accounting policies and
applied them.consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended March
31, 2013 and of the profit of the Company for that year.
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) that the Directors have prepared the Annual Accounts for the year
ended March 31, 2013, on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS:
As required under clause 49 of the listing agreement with the Bombay
Stock Exchange
Limited (BSE) , Management Discussion And Analysis Report forms part of
this report and is annexed herewith.
INTERNAL AUDITOR:
The Board has taken initiative to appoint reputed Chartered Accountant
Firm as the Internal Auditors of the Company.
STATUTORY AUDITORS:
The Statutory Auditors of the Company, M/s Shah & Company, Chartered
Accounts, Mumbai (FRN # 109340W) and joint Auditor M/s Vora &
Associates, Chartered Accountants, Mumbai {FRN # 111612W) retires at
ensuing Annual General Meeting of the Company, being eligible, offers
themselves for re-appointment. The Company has also received a
certificate from them under section 224(1 B) of the Companies Act,
1956. Members are requested to appoint
M/s Shah & Company, Chartered Accounts, Mumbai and joint Auditor M/s
Vora &
Associates, Chartered Accountants, Mumbai as Statutory Auditors of the
Company.
AUDITORS REPORT;
The observations of the Auditors in their report have been dealt with
in the notes forming part of the accounts and other statements, which
are self-explanatory.
COST AUDIT:
The Company is not required to undertake the cost audit as required
under Section 233 B of the Companies Act, 1956.
The Company has appointed M/s S.K. Agarwal & Associates, Cost
Accountants, Mumbai as cost auditor for issuing Cost Compliance Report
for the financial year 2012-13.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The company does not fall under any of the industries specified in Form
A of the said rules. Further the nature of the company''s business is
that of real estate business and does not require research and
development to be carried out.
However, as required under Section 217{1)(e) of the Companies Act,
1956, we report as follows:
Conservation of Energy
The Company has taken the adequate measures to reduce energy
consumption by purchasing and using energy efficient equipment.
Research and Development
Considering the nature of business activities of the Company,
information under this heading is not applicable.
Technology Absorption, Adaptation and Innovation
The Company endeavors to use modern technology to carry out its
operations.
FOREIGN EXCHANGE
For Year Ended 31*1 March 2013 For Year Ended 31" March 2012
Foreign Expenditure Nil Nil
Foreign Income Nil Nil
EMPLOYEE RELATIONS:
Your Directors wish to place on record its appreciation of the
contribution made by all employees in ensuring the highest levels of
performance that your Company has achieved during the year.
None of the employees of the Company were drawing a remuneration
exceeding Rs.60,00,000/- per annum or Rs. 5,00,000/- per month or part
thereof. Hence no particu- lars of employees as per section 217 (2A) of
the Companies Act 1956 are furnished.
FIXED DEPOSIT:
The Company has not accepted any Fixed Deposit covered under Section
58A of the Companies Act, 1956 from the Shareholders or the Public
during the year.
CORPORATE GOVERNENCE:
Your company is fully committed to the good corporate governance
practices. A separate report on corporate governance form part of the
Annual Report of the Company regarding the compliance of the conditions
of the corporate governance as stipulated under clause 49 of the
listing agreement is annexed to the report on the corporate governance
ACKNOWLEDGEMENTS
The directors wish to place on record their appreciation of the
co-operation and support they have received during the year from the
participating Bank, State Government, Local Authorities, Business
Associates and Employees
For and on behalf of the Board of Directors
Sd/- Sd/-
Bhavin J. Soni Jayant B. Soni
Managing Director Director
Date: 09/07/2013 Place : Mumbai
Registered Office:
306, Madhava, 3rd Floor, C-4,
Bandra - Kurla Complex,
Bandra (E), Mumbai - 400051.
Mar 31, 2012
The Directors present herewith the 29th Annual Report together with
the Audited Statement of Accounts for the year ended March 31, 2012.
FINANCIAL PERFORMANCE SUMMARY Amount in Rupees Rs.
Particulars 2011-2012 2010-2012
Gross Receipts 50,48,467 51,37,619
Profit before Depreciation 14,42,204 14,12,093
Depreciation 5,51,128 2,97,816
Profit Before Tax 8,91,076 11,14,277
Provision for Tax 5,23,993 3,54,316
Profit After Tax 3,67,083 7,59,961
Profit / (Loss) Brought Forward (7,45,45,743) (7,53,05,704)
Net Profit / (Loss) carried to
Balance sheet (7,41,78,660) (7,45,45,743)
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE: Total
revenue income achieved during the year under review is Rs. 50,48,467/-
as against Rs. 51,37,619/- in the previous year. After providing for
taxation of Rs. 5,23,993/- the net profit after tax earned by the
Company is Rs. 3,67,083/- as compared to net profit after tax of
Rs.7,59,961/- earned in the previous year.
DIVIDENDS
In view of accumulated carried forward losses your directors regrets
their inability to recommend any dividend for the year under review.
BUSINESS PROSPECTS AND OUTLOOK:
Your Board of Directors has vouched that there is good scope of
redevelopment of existing societies' old buildings with TDR in and
around Mumbai. The company has undertaken redevelopment of societies
building work in Andheri and Kalina, Mumbai. The company puts efforts
to locate potential society buildings for redevelopment and negotiating
with the members of the society for redevelopment of their existing old
buildings. The promoters are confident of achieving the good business
in this segment and earn better operating profit in the near future.
CORPORATE GOVERNENCE:
Your company is fully committed to the good corporate governance
practices. A separate report on corporate governance form part of the
Annual Report of the Company regarding the compliance of the conditions
of the corporate governance as stipulated under clause 49 of the
listing agreement is annexed to the report on the corporate governance
FIXED DEPOSIT:
The Company has not accepted any Fixed Deposit covered under Section
58A of the Companies Act, 1956 from the Shareholders or the Public
during the year. Therefore, there is no outstanding of deposit
liability as on 31.03.2012.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The company does not fall under any of the industries specified in Form
A of the said rules. Further the nature of the company's business is
that of real estate business and does not require research and
development to be carried out.
However, as required under Section 217(1)(e) of the Companies Act,
1956, we report as follows: Conservation of Energy
The Company has taken the adequate measures to reduce energy
consumption by purchasing and using energy efficient equipment.
Research and Development
Considering the nature of business activities of the Company,
information under this heading is not applicable.
Technology Absorption, Adaptation and Innovation
The Company endeavors to use modern technology to carry out its
operations.
HUMAN RESOURCES AND PARTICULARS OF EMPLOYEES
Your Directors wish to place on record its appreciation of the
contribution made by all employees in ensuring the highest levels of
performance that your Company has achieved during the year.
None of the employees of the Company were drawing a remuneration
exceeding Rs.60,00,000/- per annum or Rs. 5,00,000/- per month or part
thereof. Hence no particulars of employees as per section 217 (2A) of
the Companies Act 1956 are furnished.
DIRECTORS:
In accordance with the Articles of Association of the Company and
provisions of the Companies Act, 1956 Mr. Pritesh Haria retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.
Your Directors recommend his re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956:
a) that in the preparation of the Annual Accounts for the year ended
March 31, 2012, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any.
b) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended March
31, 2012 and of the profit of the Company for that year.
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) that the Directors have prepared the Annual Accounts for the year
ended March 31, 2012, on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS:
As required under clause 49 of the listing agreement with the Bombay
Stock Exchange Limited (BSE) , Management Discussion And Analysis
Report forms part of this report and is annexed herewith.
INTERNAL AUDITOR:
The Board has appointed M/s BDO Consulting Private Limited, Mumbai as
the Internal Auditors of the Company.
STATUTORY AUDITORS:
The Statutory Auditors of the Company, M/s Shah & Company, Chartered
Accounts, Mumbai (FRN # 109340W) and M/s Vora & Associates, Chartered
Accountants, Mumbai (FRN # 111612W) joint Auditors are retires at
ensuing Annual General Meeting of the Company, being eligible, offers
themselves for re-appointment. The Company has also received an
eligible certificate from them under section 224(1 B) of the Companies
Act, 1956. Members are requested to appoint M/s Shah & Company,
Chartered Accounts, Mumbai and M/s Vora & Associates, Chartered
Accountants, Mumbai Joint Auditor as Statutory Auditors of the Company.
AUDITORS REPORT:
The observations of the Auditors in their report have been dealt with
in the notes forming part of the accounts and other statements, which
are self-explanatory.
COST AUDIT:
The Company is not required to undertake the cost audit as required
under Section 233 B of the Companies Act, 1956.
ACKNOWLEDGEMENTS
The directors wish to place on record their appreciation of the
co-operation and support they have received during the year from the
participating Bank, State Government, Local Authorities and Employees
For and on behalf of the Board of Directors
Sd/- Sd/-
Bhavin J. Soni Jayant B. Soni
Managing Director Director
Date : 23/07/2012
Place : Mumbai
Registered Office:
306, Madhava, 3rd Floor, C-4,
Bandra - Kurla Complex,
Bandra (E), Mumbai - 400051.
Mar 31, 2011
To The Members of JOY REALTY LIMITED
The Directors present herewith the 28th Annual Report together with
the Audited Statement of Accounts for the year ended March 31, 2011.
FINANCIAL RESULTS Amount in Rupees Rs.
Particulars 2010-2011 2009-2010
Gross Receipts 51,37,619 56,03,600
Profit/(Loss) before Depreciation 14,12,093 29,61,239
Depreciation 2,97,816 2,14,283
Profit/(Loss) Before Tax 11,14.277 27,46,956
Provision for Tax 3,54,316 4,78,175
Profit/(Loss) After Tax 7,59,961 22,68,781
Profit/ (Loss) Brought Forward (7,53,05,704) (7,75,74,485)
Net Profit / (Loss) carried
to Balance sheet (7,45,45,743) (7,53,05,704)
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:
Total income achieved during the year under review is Rs 51.37.619/-
as against Rs 56 03 600/- in the previous year. After providing for
taxation of Rs.3,54,316 p after tax earned by the Company is
Rs 7,59,961/- as against profit after tax of Rs.22,68,781/- as earned in
the previous year.
In-view of carried forward losses your directors regrets their inability
to declare any dividend for the year.
BUSINESS PROSPECTS AND OUTLOOK:
Your Board of Directors has already undertaken redevelopment projects
in Mumbai Suburbs and Central Mumbai. Your Company also does real
estate project consultancy business In view of the growth in
residential real estate development, your Company intends to enhance
activities and hopeful to turn the corner in coming years.
Now a days rise in demand in the real estate sector is driven by
increase in disposable income, competitive interest, increased
urbanization, changing pattern from joint family to independent family,
etc. Thus the outlook of your Company looks very encouraging in the
coming years, as it is engaged mainly in the residential development
projects.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies
Act, 1956:
a) that in the preparation of the Annual Accounts for the year ended
March 31, 2011, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any.
b) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended March
31, 2011 and of the profit of the Company for that year.
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) that the Directors have prepared the Annual Accounts for the year
ended March 31, 2011, on a going concern basis.
DIRECTORS:
In accordance with the Articles of Association of the Company and
provisions of the Companies Act, 1956 Mr. Jayant B. Soni retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.
Your Directors recommend his re-appointment.
MANAGEMENT DISCUSSION AND ANALYSIS:
As required under clause 49 of the listing agreement with the Bombay
Stock Exchange Limited (BSE) , Management Discussion And Analysis
Report forms part of this report and is annexed herewith.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing Agreement with the Stock
Exchanges, a compliance report on Corporate Governance together with a
Certificate from the Practicing Company Secretary is annexed as part of
the Annual Report.
AUDITORS REPORT:
The observations of the Auditors in their report have been dealt with
in the notes forming part of the accounts and other statements, which
are self explanatory.
COST AUDIT:
The Company is not required to undertake the cost audit as required
under Section 233 B of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The company does not fall under any of the industries specified in Form
A of the said rules. Further the nature of the company's business is
that of real estate business and does not require research and
development to be carried out.
However, as required under Section 217(1 )(e) of the Companies Act,
1956, we report as follows: Conservation of Energy
The Company has taken the adequate measures to reduce energy
consumption by purchasing and using energy efficient equipment.
Research and Development
Considering the nature of business activities of the Company,
information under this heading is not applicable.
Technology Absorption, Adaptation and Innovation
The Company endeavors to use modern technology to carry out its
operations.
FOREIGN EXCHANGE
For Year Ended
31st March 2011 For Year Ended
31st March 2010
(Rs.) (RS.)
Foreign Expenditure Nil Nil
Foreign Income Nil Nil
PARTICULARS OF EMPLOYEES:
The Company has no employee in the category specified under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975.
DEPOSIT FROM PUBLIC:
The Company has not accepted any deposits from the members of the
public as defined in section 58A of the Company's Act 1956
INTERNAL AUDITOR:
The board has appointed M/S BDO Consulting Private Limited, Mumbai as
the Internal Auditors of the Company.
STATUTORY AUDITORS:
THE Statutory Auditors of the M/S Shah & Company, Chartered Accounts,
Mumbai and joint Auditor M/s Vora & Associates, Chartered Accountants,
Mumbai retire at ensuing Annual General Meeting of the Company, being
eligible, offers themselves for re-appointment. The Company has also
received a certificate from them under section 224(1B) of the
Companies Act, 1956. Members are requested to appoint M/s Shah &
Company Chartered Accounts, Mumbai and joint Auditor M/s Vora &
Associates, Chartered Accountants, Mumbai as Statutory Auditors of the
Company.
ACKNOWLEDGEMENT:
Your Directors place on record their appreciation to Company's
Bankers, Customers Shareholders and employees for their continued
support and co-operation.
For and on behalf of the Board of Directors
Mr. Jayant B. Soni
Date : 03-09-2011 Sd/
Place : Mumbai Chairman
Registered Office:
306, Madhava, 3rd Floor, C-4,
Bandra - Kurla Complex,
Bandra (E), Mumbai - 400051.
Mar 31, 2010
The Directors are pleased to present herewith the 27th Annual Report
together with the Audited Statement of Accounts for the year ended
March 31, 2010.
1.1 FINANCIAL RESULTS Amount in Rupees Rs.
Particulars 2009-2010 2008-2009
Gross Receipts 56,03,600 36,72,606
Profit/(Loss) before Depreciation 30,70,927 17,20,083
Depreciation 2,14,283 2,14,660
Profit/(Loss) Before Tax 27,46,956 15,05,423
Provision for Tax 4,78,175 1,74,437
Profit/(Loss) After Tax 22,68,781 13,30,986
Loss Brought Forward (7,75,74,485) (7,89,05,471)
Net Loss carried to Balance sheet (7,53,05,704) (7,75,74,485)
2. PERFORMANCE
The Companys Income generation during the year under review is Rs.
56,03,600/- as against Rs. 36,72,606/- of previous year. There has been
a rise of Rs. 19,30,994/-for the year ended as on31st March, 2010
3. DIVIDEND
Due to carry forward of losses of earlier years; your directors are
unable to declare any dividend for the year in order to strengthen the
financial position of the Company.
4. BUSINESS PROSPECTS AND OUTLOOK
Your Board of Directors after taking over the Company, prepared road
map for turning the corner and bringing the Company into profit. The
Management made detailed study of real estate market. The Company has
plans to undertake the Civil contract turn key works, labor contract
works and several enquiries are under discussion. They have therefore,
acquired construction related machinery also. The Board has decided to
explore the possibility of getting construction projects even at
outskirts of Mumbai. The Company also does real estate project
consultancy. The Company has also vouched that there is good scope of
redevelopment of societies in and around Mumbai and undertaken
redevelopment of societies work in Mumbai and projects on joint venture
basis with others. The member of Boards who has vast experience in the
lines of business, with proper planning are confident of achieving the
business plan and better operating profit and wipe off the losses of
earlier years to enhance shareholders value and return on their
investment in the near future
The proposed business plans also need good amount of working capital.
The Company proposes to raise the working capital by offering private
placement of shares to prospective buyers.
5. DIRECTORS
(1) In accordance with the Articles of Association of the Company and
provisions of the Companies Act, 1956 Mr. Deepak Vachharajani retires
by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment. Your Directors recommend his
re-appointment.
(2) In accordance with the Articles of Association of the Company and
provisions of the Companies Act, 1956 Mr. Premesh Khatri retires by
rotation at the ensuing Annual General Meeting and express his
inability to continue as Director cf the Company. Managements express
their gratitude to the retiring director for his co- operation and
guidance during his tenure as board member. Members are requested to
pass vote of thanks to outgoing director.
(3) In accordance with the Articles of Association of the Company Mr.
Ashokkumar Dugade was appointed as an independent additional director
on 4th March, 2010 whose terms expires in ensuing annual general
meeting. The company has received the notices recommending his
candidateship to be appointed as director of the company and he offers
himself for re-appointment and his service, being having 40 years of
banking experience; is very much useful to the company. The board
therefore recommends, to appoint him as independent director of the
company. Accordingly, in terms of Section 257, the Company has received
notices in writing from its member signifying their intention to
appoint him as the Director of the Company.
6. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956:
a) that in the preparation of the Annual Accounts for the year ended
March 31, 2010; the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any.
b) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year ended March 31, 2010.
c) that the Directors have taken proper and sufficient care to the best
of their ability for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956, for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
d) that the Directors have prepared the Annual Accounts for the year
ended March 31, 2010, on a going concern basis.
7. PARTICULARS OF EMPLOYEES
The Company has no employee in the category specified under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Considering the nature of the business of your Company no comment is
made on the energy consumption and technology absorption. There was no
income and expenditure made in Foreign Currency in this year ending on
31st March, 2010.
9. CORPORATE GOVERNANCE
The Company has adopted Code of Conduct and documented i, a copy of
which is attached,
Pursuant to clause no. 49 of the listing agreement with the Bombay
Stock Exchange a compliance report together with the certificate from
the statutory auditor is annexed hereto.
10. MANAGEMENT DISCUSSION AND ANALYSIS
As required under clause 49 of the Listing Agreement of the Stock
Exchange, Management Discussion and Analysis Report forms part of this
report and is annexed herewith
11. STATUTORY AUDITORS
The Statutory Auditors of the Company, M/s Shah & Co. and joint Auditor
M/s. Vora & Associates, Chartered Accountants retire at ensuing Annual
General Meeting of the Company, being eligible, offers themselves for
re- appointment. Members are requested to appoint M/s Vora & Associates
and M/s Shah & Co as Statutory Auditors of the Company and fixed their
remuneration.
12. AUDITORS REPORT
The observations of the Auditors in their report have been dealt with
in the notes forming part of the accounts and other statements, which
are self explanatory.
13. DEPOSIT FROM PUBLIC
The Company has not accepted any deposits from the members of the
public as defined in section 58A of the Companys Act 1956.
14. SIGNIFICANT EVENTS
Considering the increased needs of space, the Company has acquired new
office premises on Leave and License basis, located at Commercial
Premises Unit no.303, Madhava Commercial Premises Co-operative Society
Ltd., in Plot no C-4, Bandra Kurla Complex, Bandra East, Mumbai 400
0051, and has set up a corporate office there.
15. ACKNOWLEDGEMENT
Your Directors place on record their appreciation to Companys Bankers,
Customers, Shareholders and employees for their continued support and
co-operation.
For and on behalf of the Board of Directors
Mr. Bhavin J. Soni Mr. Jayantilal Sori
Date: August 30, 2010 Sd/- Sd/-
Place: Mumbai Managing Director Non Executive Director
& Chairman