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Directors Report of Joy Realty Ltd.

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



 
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