DIRECTOR'S REPORT The Members of JOY REALTY LIMITED 1. Your 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 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, 2015 and 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 # C/4, 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. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES- Not Applicable. 8. Directors: In accordance with the Articles of Association of the Company and provisions of the Companies Act, 2013, Mr. Pritesh Haria (DIN: 00122001) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment. Mrs. Monika Ritesh Trivedi (DIN : 07126422) appointed on 26th March, 2015 as an Additional Director on the Board of Joy Realty Limited as Women Director pursuant to the provisions of Companies Act 2013 & Clause 49 of Listing Agreement. 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 at the end of the financial year 31st March, 2015 and of the prof it 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. 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 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. Secretarial Audit Report for the year 2014-15 given 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. For and on behalf of the Board of Directors Sd/-Mr. Jayant B. Soni Director Din No: 00131959 Sd/- Mr. Bhavin Soni Managing Director Din No: 00132135 Place : Mumbai Date : 22/05/2015 Registered Office: 306, Madhava, 3rd Floor, C-4, Bandra - Kurla Complex Bandra (E), Mumbai - 400051. |