To,
The Members,
Popular Estate Management Limited Ahmedabad
Your directors are presenting herewith their 30th (Thirtieth) Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2024.
FINANCIAL RESULTS: (In Rs.)
Particulars
DIVIDEND:
The Board of Directors has not recommended any dividend for the year 2023-24. (Previous year: NIL).
PRESENT OPERATIONS AND FUTURE PROSPECTS:
During the year under review, the Company has not generated any revenue from operations against Nil of the previous year. The net loss after tax for the year under review has been Rs. 68,03,679 as against loss of Rs. 89,74,624/- 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. 28,78,13,139/- in the present financial year as against the reserve and surplus of Rs. 29,46,16,818/- during the previous financial year.
I. APPOINTMENT & RESIGNATION OF DIRECTORS:
During the financial year 2023-24 there were no changes in the composition of board of directors of the company. At present, the structure of Board of Directors is as follows:
II. RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION:
Pursuant to Section 152 of Companies Act, 2013, Mr. Vikram Chhaganlal Patel (DIN: 00166707), will retire by rotation at ensuing Annual General Meeting and being eligible, seeks re-appointment as the Director of the company and his brief profile is given in this report as notes to the notice.
COMPANY SECRETARY AND COMPLIANCE OFFICER:
During the year under review, Mrs. Urvi Meet Shah who is a member of ICSI having membership no. ACS 73067 has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 1st February, 2024 in place of Mrs. Sonali Panchal (Membership No. ACS 23824), Company Secretary and Compliance officer who resigned w.e.f. 4th January, 2024.
CHIEF FINANCIAL OFFICER (CFO) AND MANAGER:
Mr. Vikram Chhaganlal Patel (DIN: 00166707 & PAN: AGUPP0288P) has been CFO and Manager of the company.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:
The company has no subsidiary company, joint venture company or associate company.
DEPOSIT:
During the year under review your company has not accepted deposit from public as envisaged by Chapter V of the Companies Act, 2013.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
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 A 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 B and Annexure C to the Board's 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 B ii) Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- Annexure C
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:
During the year under review, no material changes and commitments occurred which affect the financial position of the company.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The company had also made an application for revocation of suspension of trading in equity shares of the company.
Accordingly, the company has been granted in-principle approval for revocation of suspension in trading of securities of company on 29/03/2023 and the company has also received post approval for revocation of suspension in trading of equity shares of company on 21/06/2023 and the suspension of trading in equity shares was revoked and trading in shares was started w.e.f. 30/06/2023.
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.
AUDITORS:
I. STATUTORY AUDITORS & AUDITORS' REPORT:
The statutory auditors namely, M/s. H.S. Jani & Associates, Chartered Accountants, (FRN: 127515W) has been appointed as a Statutory Auditor of the company since 27th August, 2021 for a period of 5 years to hold office until the conclusion of the 31st Annual General Meeting of the company in calendar year 2025. Ministry of Corporate Affairs, vide notification dated 7th May, 2018 has come with the amendment in Companies (Audit and Auditors) Amendment Rules, 2018 regarding non requirement of ratification of Auditor at every Annual General Meeting after his appointment as a Statutory Auditor of the Company. Therefore, ratification of appointment of auditor is not proposed in 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 31/03/2024. 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.
Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.
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, Ahmedabad to undertake Secretarial Audit for the financial year ended on 31st March, 2024. Secretarial Audit Report is attached to this report as Form MR-3 as Annexure D. The Board has duly reviewed the Secretarial Auditor's 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.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92 (3) of the Companies Act, 2013 read with rules 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT-9 is not required to be annexed herewith in Board report of the company. However, the company is having website i.e.: http://www.popularestatemanagement.in and copy of annual return of company will be published on the website once it will be filed.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year under review, the company is outside the purview of Section 135 of Companies Act, 2013 related to Corporate Social Responsibility.
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.
INDUSTRIAL RELATIONS:
Industrial Relations during the year under review continued to be cordial.
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.
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
Company's 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.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
The company is not paying any dividend since last many years and hence, there is no money lying with the Company which is to be required transferred to Investor Education and Protection Fund (IEPF).
CORPORATE GOVERNANCE AND MANAGEMENT'S 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 (87.28% of shares in Demat, 12.72% 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. However, the trading of shares was suspended due to penal reasons w.e.f. 11/06/2021 and the management had filed application for revocation of suspension of trading in shares with BSE on 10th June, 2022 and the same is approved by BSE on 21/06/2023 and the trading in equity shares has activated w.e.f. 30/06/2023.
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 committee members 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 committee members in the same is mentioned in Corporate Governance Report.
NUMBER OF MEETINGS OF THE STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholder relationship 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 stakeholder relationship Committee and the attendance of the committee members 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 implemented 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 Director's
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:-
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the company has received individual declarations from all the Independent Directors mentioned below, confirming that they fulfil the criteria of independence as specified in Section 149(6) of the Companies Act,2013. 1. Mr. Rameshbhai Revabhai Patel 2. Mr. Sureshbhai Natverlal Patel 3. Mr. Mehul Bhagawatprasad Patel.
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.
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,
Company's 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.
Date: 24/08/2024