Popular Estate Management Ltd Directors Report.

To,

The Members,

Popular Estate Management Limited,

Ahmedabad

Your directors are presenting herewith their Twenty Fourth Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2018.

FINANCIAL RESULTS:

Particulars Current Year Ended on 31/03/2018 Previous Year Ended on 31/03/2017
Income from operations 0.00 0.00
Other Income 17,82,657.00 1,01,39,930.00
Depreciation & amortization 19,57,822.00 23,94,113.00
Expenses other than Depreciation 1,55,57,219.00 1,51,51,548.00
Preliminary Exp. Written off 0.00 0.00
Net Profit/(Loss) Before Tax (1,57,32,384.00) (74,05,731).00
Compensation received for relinquishment of right to sue 0.00 0.00
Current Tax 0.00 0.00
Deferred Tax 62,279.00 (7,18,576).00
Adjustment of tax relating to earlier periods 20,86,787.00 0.00
(Wealth Tax)
Profit/(Loss) After Tax (1,78,81,450.00) (66,87,155).00
Proposed Dividend 0.00 0.00
Provision for dividend distribution Tax 0.00 0.00
Profit/(Loss) after Tax & Dividend (1,78,81,450.00) (66,87,155).00
Bal. Brought Forward 33,70,17,367.00 34,37,04,522.00
Less : Income Tax paid for previous year 0.00 0.00
Less : Short Provision of Taxes of earlier years 0.00 0.00
Balance Carried to Balance Sheet 31,91,35,917.00 33,70,17,367.00

DIVIDEND:

Due to loss for the F.Y. 2017-18, the Board of Directors has not recommended any dividend for the year 2017-18.

PRESENT OPERATIONS AND FUTURE PROSPECTS:

During the year under review, the Company has not generated any revenue from operation. The net loss after tax for the year under review has been Rs. 1,78,81,450/- as against Rs. 66,87,155/-during the previous financial year. Your Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in future period.

A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which forms part of this report.

RESERVES AND SURPLUS:

The Company had reserves and surplus of Rs.31,91,35,917/-in the present financial year as against the reserve and surplus of Rs. 337,017,367/- during the previous financial year.

BOARD OF DIRECTORS:

During the Year under review, there is no change in the board of directors of the company. The existing and present structure of Board of Directors is as follows:

Sr. No. CATEGORY NAME OF DIRECTORS
Promoter and Executive Director
1. Chairman & Managing Director Ramanbhai Bholidas Patel
2. Whole Time Director Dashrathbhai Bholidas Patel
Woman Director
3. Woman Director Saritaben Natwarbhai Patel
Independent Directors
4. Independent Director Suresh Natwarlal Patel
5. Independent Director Shri. Purshottam Maganlal Pandya
6. Independent Director Shri. Rameshbhai Revabhai Patel

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The company has no subsidiary company, Joint Venture Company or Associate Company.

PUBLIC DEPOSIT:

During the year under review your Company has not accepted deposit form public as envisaged by Chapter V of the Companies Act, 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business and on arms length basis. Details of transactions pursuant to compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as per Annexure-A in the FORM AOC-2.

During the year the company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company and stakeholders at large. Suitable disclosures as required are provided in AS-18 which is forming part of the notes to the financial statement.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The requisite details as required by Section 134(3)(e), Section 178(3) & (4) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are annexed as Annexure B to this Report.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/ OUTGO:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant data pertaining to conservation of energy, technology absorption are not applicable and hence, not given. Moreover, the Company has no Foreign Exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of limits prescribed under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further the following details form part of Annexure C and Annexure D to the Boards Report:

i) Pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 statement containing the names and other particulars of top ten employees in terms of remuneration drawn by them- Annexure C

ii) Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- Annexure D

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No such material changes and commitments, affecting the financial position of the company have occurred and hence no comments required.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

CHANGES IN SHARES CAPITAL:

The Company has not made any changes in the share capital of the company during the year under review.

INSURANCE:

All the assets of the company are adequately insured and the Company has developed proper system for taking insurance on all its insurable assets in order to mitigate the risk.

COMPLIANCE OFFICER:

Mr. Dashrathbhai B Patel has been Compliance Officer of the Company till the vacancy is fulfilled. The Company is in search of a member of ICSI for the post of Company Secretary and Compliance Officer.

AUDITORS:

I. STATUTORY AUDITORS & AUDITORS REPORT:

In accordance with 139 of the Companies Act, 2013 from M/s Patel &Jesalpura., Chartered Accountants, (FRN:120802W) were appointed by the shareholders of the company at the 21st Annual General meeting as Statutory Auditors for a period of 5 years to hold office until the conclusion of the 25thAnnual General Meeting.

The Ministry of Corporate Affairs vide its Notification dated May 7, 2018, has dispensed with the requirement of ratification of Auditors appointment by the shareholders, every year. Hence, approval of the Members for the ratification of Auditors appointment is not being sought at the ensuing Annual General Meeting.

AUDITORS REPORT:

The Auditors Report does not contain any qualification, reservation or adverse remark(s) on the financial statements for the year ended March 31, 2018. The notes of accounts referred to in the auditors report are self explanatory and therefore do not require any further comments.

II. INTERNAL CONTROL AUDITOR AND SYSTEM:

Pursuant to the provisions of section 138 of the Companies Act and rules made there under, the company has proper system of Internal Control and it has also appointed internal auditor to look after the matters of internal control.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with rules 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return is annexed herewith as MGT-9 and forming part of the report as Annexure "E".

III. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Act and The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed M/s. Ronak Doshi & Associates, Practicing Company Secretary to undertake Secretarial Audit for the financial year ended on 31stMarch, 2018. Secretarial Audit Report is attached to this report as Form MR-3 as Annexure F. The Board has duly reviewed the Secretarial Auditors Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors as provided under section 134 of the Act.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Due to continuously loss for the last three financial years, Section 135 of Companies Act, 2013 related to Corporate Social Responsibility is not applicable to the Company.

ENVIRONMENT, HEALTH AND SAFETY:

The Company accords the highest priority to Environment, Health and Safety. The management is constantly reviewing the safety standards of the employees and the management believes in the concept of sustainable development.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

i. Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy.

ii. Business Conduct Policy:

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

AUDIT COMMITTEE:

Audit Committee is constituted by the company comprising two independent Non-Executive Directors viz. Shri. Purshottam M. Pandya, Chairman (having financial and accounting knowledge) and Shri. Suresh N Patel, as well as Mr. Ramanbhai B Patel, Promoter and Executive Director as members. The constitution of Audit Committee meets with the requirements under Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015.

The Committee periodically discussed the Financial Reporting process, reviewed the Financial Statements, and discussed the quality of the applied accounting principles and significant judgment that affected the Companys Financial Statements. Before presenting the audited accounts to the members of the Board, the Audit Committee recommended the appointment of the statutory auditors, subject to the Boards approval. The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.

INDUSTRIAL RELATIONS:

Industrial Relations during the year under review continued to be cordial.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no money lying with the Company which is to be required transferred to Investor Education and Protection Fund and the company has already transferred to IEPF the unclaimed dividend amount for the F.Y. 2007-08 and 2008-09.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING:

The Company incorporates the accounting standards as and when issued by the Institute of Chartered Accountants of India. The Company Complied with the Stock Exchange and legal requirement concerning the Financial Statements at the time of preparing them for the Annual Report. Moreover, the Balance sheet of the Company has been converted and presented as per Indian Accounting Standards –IND AS.

CORPORATE GOVERNANCE AND MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Corporate Governance Report, the Management Discussion & Analysis Statement, and the Auditors Certificate regarding Compliance of Conditions of Corporate Governance are part of this Annual Report.

DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI and Bombay Stock Exchange Limited, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the demat activation number allotted to the Company is ISIN: INE370C01015. Presently shares are held in electronic and physical mode (87.25% of shares in Demat, 12.75% in physical mode).

LISTING:

The equity shares of the company are listed in the Bombay Stock Exchange Limited which has the connectivity in most of the cities across the country.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of board of directors and the attendance of the directors in the same is mentioned in Corporate Governance Report.

NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:

The Audit Committee duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of Audit Committee and the attendance of the directors in the same is mentioned in Corporate Governance Report.

NUMBER OF MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of Nomination and Remuneration Committee and the attendance of the directors in the same is mentioned in Corporate Governance Report.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) the Board confirms and submits the Directors Responsibility Statement:-

a) in preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the Annual Accounts on a going concern basis; and

e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:-

The following directors are independent in terms of Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure requirements) Regulations 2015;

1. Mr. Rameshbhai Revabhai Patel

2. Mr. Purshottam M Pandya

3. Mr. Suresh N Patel

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the period under report, the Company has not provided any loans, guarantee or security to any person or Body Corporate under Section 186 of the Companies Act, 2013. Moreover, the advances which were already given before the year has been repaid and it is within the limit covered under Section 186 of the Companies, Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR), 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as, the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders Relationship Committees. The performance of the Board was evaluated by the Board after seeking feedback from all the Directors on the basis of the parameters/criteria, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and, Quality of relationship between the Board and the Management. The performance of the committees viz. Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee was evaluated by the Board after seeking feedback from Committee members on the basis of parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and the Management.

RISK MANAGEMENT:

The Company has developed and implemented a risk management system which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation to the financial institutions, Companys bankers and customers, vendors and investors for their continued support during the year.

Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who through their competence and hard work have enabled your Company achieve good performance year after year and look forward to their support in future as well.

Regd. Office: By Order of the Board
81, 8th Floor, A-Wing, For, Popular Estate Management Limited
"New York Tower"
Opp. Muktidham Derasar,
Thaltej, S. G. Highway, Sd/- Sd/-
Ahmedabad-380054 Ramanbhai B Patel Dashrathbhai B Patel
Chairman & Managing Director Whole-time Director
Date: 30th May,2018 DIN: 00118530 DIN: 00235328