joy realty ltd share price Directors report


Board of Directors:

1. Composition of the Board (Board)

The Composition of the Board of Directors of the Company is in conformity with the requirement of Regulation 17 of SEBI (LODR) Regulations, 2015.

The Board of Directors as on the date of this report is comprises of 3 Directors, of which 2 are Executive Directors and the remaining 1(One) is Non- executive Directors including one woman Director, representing optimum combination of professionalism, knowledge and experience to ensure the independence of the Board and to separate the Board functions of governance and management, who have considerable experience in their respective fields. Non-Executive and Independent Directors have expert knowledge in the fields of finance, taxation, legal and industry. Thus, the Board represents a balanced mix of professionals, who bring the benefits of their knowledge and expertise.

Board of Directors as on 31.03.2023

Sr. Name of the Directors Category
1 Bhavin Jayant Soni Managing Director
2 Rachna Soni Director
3 Pritesh Champaklal Haria Independent Director

#Mr Kapil Kothari was appointed as Additional Director of the company in board meeting held on 3rd of August, 2023.

#Mr Poojan Mehta was appointed as Additional Director of the company in board meeting held on 3rd of August, 2023.

# Reeya Kothari was appointed as Additional Independent Director of the company in the board meeting held on 08.09.2023

# Ms. Rachna Soni, Director & Mr Pritesh Champaklal Haria, Independent director resigned from the respective post on 3rd August 2023.

During the year, there have been no materially significant related party transactions, pecuniary relationships or transactions between the company and its non-executive Directors that may have potential conflict with the interests of the Company at large.

DIRECTORS REPORT

To

The Members of JOY REALTY LIMITED

Your Directors have pleasure in presenting the 40th Annual Report of the company along with the Audited Statement of Accounts for the year ended 31st March, 2023.

1. FINANCIAL RESULTS

(Amount in Thousands)

Particulars Current year 31.03.2023 Previous year 31.03.2022
Revenue from operations - -
Other income 186 4763
Total Revenue 186 4763
Total expense 12788 11512
Profit / (Loss) before tax (12603) (6749)
Tax expense
- Deferred Tax - -
Profit / (Loss) after tax (12603) (6749)
Other Comprehensive Income - -
Total Profit / (Loss) for the year (12603) (6749)
Earnings per share (5.24) (2.81)

2. DIVIDEND

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

3. TRANSFER TO RESERVES

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

4. BOARD OF DIRECTORS

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

5. DECLARATIONS BY INDEPENDENT DIRECTORS-

The Independent Directors have given declarations that they meet the criteria of independence as per the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Mr. Pritesh Champaklal Haria who was appointed as independent director of the company resigned from the post on 3rd August 2023.

Following persons appointed as Additional independent directors of the company on the 08.09.2023 who is going to regularized in the 40th Annual general meeting:

• Ms. Reeya Kothari (DIN: 10312461)

The Board of Director declares that the Independent Directors in the opinion of the Board are:

a) Persons of integrity and they possess relevant expertise and experience;

b) Not a promoter of the Company or its holding, subsidiary or associate company;

c) Have/had no pecuniary relationship with the company, its holding, subsidiary or associate company or promoter or directors of the said companies during the two immediately preceding financial year or during the current financial year;

d) None of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoter or directors of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year.

e) Who, neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of -

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;

(iii) Holds together with his relatives two percent or more of the total voting power of the company; or is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the Company, any of its promoters, directors or

its holding, subsidiary or associate company or that holds two per cent. Or more of the total voting power of the company; or possess Such other qualifications as prescribed in Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

6. NUMBER OF MEETINGS OF THE BOARD

During the Financial year ended March 31, 2023 ("FY 2022-2023"), Five Board Meeting were held i.e. on 30th May, 2022, August 12, 2022, November 10, 2022, January 20th 2023, and February 7, 2023.

7. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

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

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

In a separate meeting of independent directors, performance of nonindependent directors, the board as a whole and the Chairman of the Company were evaluated, taking into account the views of executive directors and non - executive directors

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

4- In the preparation of the annual accounts, the applicable Accounting standards have been followed along with proper explanation relating to material departures;

4- 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 and of the profit / loss of the company for that period;

4- 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;

4- They have laid down internal financial controls, which are adequate and are operating effectively;

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

9. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2023 stood at Rs. 2,40,32,800/-. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2023, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

10. CHANGE IN MANAGEMENT:

The Company Made Public announcement as on 9th February 2023, as per the Security and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation 2011, Open Offer started on 6 th April 2023 and it ends on 20th April 2023.

On 3rd August 2023, New Management has been step into the company.

Following changes in the management of company:

• Ms. Rachna Soni, whole time Director of the company resigned from the company on 3rd August 2023.

• Ms. Shruti Dinesh Shah, Company Secretary of the company resigned from the company on 3rd August 2023.

• Mr. Avinash Jadhav, Chief Financial officer of the company resigned from the company on 3rd August 2023.

• Mr. Pritesh Haria, Independent director of the company resigned from the company on 3rd August 2023

• Mr. Kapil Kothari and Mr. Poojan Mehta Appointed as Additional Director of the Company on the 3rd August 2023.

• Ms. Komal Keshwani Appointed as company secretary and compliance officer of the company on 08.09.2023

• Ms. Reeya Kothari Appointed as additional independent director of the company appointed by the board on 08.09.2023

11. EXTRACT OF ANNUAL RETURN

As per the MCA notification dated 5th March, 2021 there is no requirement for providing extract of Annual Return in the Boards Report, hence the same is not provided. However the same has been uploaded on the website of the company i.e. www.joyrealty.in

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy and

Technology Absorption, and research and development are not applicable to the Company.

14. FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

15. 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.102,00,000/- per annum or Rs. 850,000/- per month or part thereof. Hence no particulars of employees as per Rule 5(2).

16. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure A in Form No. AOC-2 and the same forms part of this report.

17. DEPOSITS FROM PUBLIC

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

18. SUBSIDIARIES, ASSCOIATE AND JOINT VENTURE COMPANY

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

19. CORPORATE SOCIAL RESPONSIBILITY

As the Company does not 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 2022-23.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

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

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis is set out in this Annual Report as Annexure B.

22. AUDIT COMMITTEE

During the year under review, there was change in the composition of the Audit Committee of the Company. All the recommendations made by the Audit Committee were accepted by the Board.

23. STATUTORY AUDITORS

The Auditors Report for FY 2022-23 as submitted by M/s. Chhajed & Doshi, Chartered Accountant (FRN: #101794W), the Statutory Auditors of the company. The Auditors Report forming a part of this Annual Report and neither contains any qualification, reservation nor adverse remark.

24. AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

The statutory auditors report do not contain any qualifications, reservations or adverse remarks or disclaimer. Secretarial audit report contains qualifications; audit report is attached to this annual report.

25. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

26. SECRETARIAL AUDIT

Your Board has appointed M/s. Kala Agarwal, Practicing Company Secretary, Mumbai as Secretarial Auditors for the financial year 2022-23 and Secretarial Audit Report for the Financial Year ended March 31, 2023 is enclosed as Annexure C.

27. COST AUDIT

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

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. During the year under review, your Company has not received any complaint pertaining to sexual harassment and no complaint was pending as on 31st March, 2023.

29. RISK MANAGEMENT

The Company has in place Risk Management System which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threaten the existence of the Company. Risk factors and its Mitigation are covered extensively in the Management Discussion and Analysis Report forming part of this Directors Report.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material order has been passed by the regulators, courts or tribunals impacting the going concern status and Companys operations in future

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

Change in the Nature of Business:

There is no changes in the nature of business carried out by the Company.

Material Changes in the Business:

There is no material change in the nature of business carried out by the Company.

Loan from Directors:

The Company has not accepted any loans from any of the Directors of the Company during the financial year 2022-23.

Legal Proceedings Initiated By or against the Company Under Insolvency And Bankruptcy Code And/or Other Acts:

There is no Legal Proceedings initiated by or against the Company under Insolvency and Bankruptcy Code and/or other Acts.

Details of Valuation Regarding Loans taken from the Banks or Financial Institutions:

During the year no loans were taken from the Banks or Financial Institutions and therefore details regarding the valuation are not applicable.

32. WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

33. CODE OF CONDUCT

The Company has adhered to a Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information Pursuant to Regulation 8(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and available on the Companys website.

34. SECRETARIAL STANDARDS

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

35. ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, financial institutions and various regulatory authorities for their consistent support/ encouragement to the Company.

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

Place: Mumbai For and on Behalf of the Board
Date: 08/09/2023
Sd/-
Registered Office: Bhavin Soni
239/8, Kothari House, Managing Director
L.J Road, Shivaji Park, Mumbai - 400016. DIN: 00132135