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Popular Estate Management Ltd.

BSE: 531870 Sector: Infrastructure
NSE: N.A. ISIN Code: INE370C01015
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OPEN 6.00
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VOLUME 2
52-Week high 11.55
52-Week low 5.64
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Popular Estate Management Ltd. (POPULARESTATE) - Director Report

Company director report

To

The Members

Popular Estate Management Limited Ahmedabad

Your directors are presenting herewith their 26th (Twenty Sixth) AnnualReport together with the Audited Statements of Accounts for the period ended 31stMarch 2020.

FINANCIAL RESULTS:

Particulars Current Year Ended on 31/03/2020 Previous Year Ended on 31/03/2019
Income from operations 0.00 104548140.00
Other Income 211151.00 856552.00
Depreciation & amortization 2576550.00 2642775.00
Expenses other than Depreciation 13829785.00 88416225.00
Preliminary Exp. Written off 0.00 0.00
Net Profit/(Loss) Before Tax (16195244.00) 14345692.00
Compensation received for relinquishment of right to sue 0.00 0.00
Current Tax 0.00 3200000.00
Deferred Tax (4209998) 33186
Mat Credit Entitlement 0.00 (2860000.00)
Adjustment of tax relating to earlier periods (Wealth Tax) 0.00 0.00
Profit/(Loss) After Tax (11985246.00) 13972506.00
Proposed Dividend 0.00 0.00
Provision for dividend distribution Tax 0.00 0.00
Profit/(Loss) after Tax & Dividend (11985246.00) 13972506.00
Bal. Brought Forward 333108423.00 319135917.00
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 321123177.00 333108423.00

COVID19 Impact on Real Estate:

In the last month of financial year 2020 the COVID-19 pandemic developed rapidly intoa global crisis forcing governments to enforce lock-downs of all economic activity.COVID-19 has severely hit real estate business and the sector has come to a standstill inthe short term. While the sector was coming out of the woods after the liquidity crisisinitiated by the IL&FS fiasco and subsequent fallouts of various financialinstitutions the pandemic outbreak could further impact real estate sector.

Drop in new launches and slump in sales volumes:

Amidst the current COVID-19 outbreak the sector is likely to witness major disruptionsdue to construction delays and financing issues. Also many prospective customers couldconsider postponing their decisions either to stay away from the project sites or in theexpectations of a price correction. According to ANAROCK Research new launches coulddecline by 25%-30% and sales volume could decline by 25%- 35% in CY2020.

Accelerated Consolidation:

Post Demonetization RERA and Liquidity crisis the survival of the fittest andfinancially strongest has become the new norm in the Indian real estate sector and wellcapitalized & established players have gained substantial market share over the years.This consolidation phase is likely to continue amidst the current COVID-19 outbreak andprobably accelerate as we emerge from this pandemic and many weak players may cease toexist.

DIVIDEND:

The Board of Directors has not recommended any dividend for the year 2019-20.

PRESENT OPERATIONS AND FUTURE PROSPECTS:

During the year under review the Company has not generated any revenue from operationagainst Rs. 104548140/- of the previous year. The net loss after tax for the year underreview has been Rs. 11985246/- as against profit of Rs. 13972506/- during theprevious financial year. Your Directors are continuously looking for the new avenues forfuture growth of the Company and expect more growth in future period. A detailed analysisof the financial results is given in the Management Discussion and Analysis Report whichforms part of this report.

RESERVES AND SURPLUS:

The Company had reserves and surplus of Rs.321123177/- in the present financial yearas against the reserve and surplus of Rs. 333108423/- during the previous financialyear.

BOARD OF DIRECTORS:

I. APPOINTMENT & RESIGNATION OF DIRECTORS:

During the financial year 2019-20 there was no change in the board of directors of thecompany. The structure of Board of Directors is as follows:

CATEGORY NAME OF DIRECTORS
Promoter and Executive Director
1. Chairman & Managing Director Shri Ramanbhai Bholidas Patel
2. CFO & Whole Time Director Shri Dashrathbhai Bholidas Patel
Woman Director
3. Woman Director Smt. Saritaben Natwarbhai Patel
Independent Directors
4. Independent Director Shri Sureshbhai Natwarlal Patel
5. Independent Director Shri Purshottambhai Maganlal Pandya
6. Independent Director Shri Rameshbhai Revabhai Patel

II. RE-APPOINTMENT OF DIRECTORRETIRING BY ROTATION :

In terms of provisions of Section 152 of the Companies Act 2013 the company hasreappointed Mrs. Saritaben Natwarbhai Patel (DIN: 07074237) who retires by rotation atthis Annual General Meeting and being eligible offers herself for re-appointment as theDirector of the company and brief profile of her is given in this report as notes to thenotice.

III. RE-APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS:

Mr. Rameshbhai R Patel (DIN: 07054253) is eligible for re-appointment for their secondterm to act as an Independent Non-Executive Director of the Company and declaration ofindependence is received from him. Re-appointment of him is proposed to the members at theensuing Annual General Meeting.

COMPANY SECRETARY AND COMPLIANCE OFFICER:

During the year under review Mrs. Khyati Dipakkumar Vyas tendered her resignation fromthe post of the Company Secretary & Compliance officer of the Company with effect from31st March 2020 and as a result company has appointed Mrs. Neelam MohanlalGurbaxani as Company Secretary and Compliance Officer of the Company with effect from 1stAugust 2020 vide board meeting held on 30th July 2020. She is appointed asCompliance Officer of the company in place of Mr. Dashrathbhai B. Patel. Further thedelay in appointment was due to a complete nationwide lockdown due to COVID-19 pandemicand adherence to government guidelines and precautionary measures for the same.

CHIEF FINANCIAL OFFICER (CFO):

Mr. Dashrathbhai Bholidas Patel has been Chief Financial Officer (CFO) 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 asenvisaged by Chapter V of the Companies Act 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTSWITH RELATED PARTIES:

During the year the company has not entered into any materially significant relatedparty transactions which may have potential conflict with the interest of the Company andstakeholders at large. Suitable disclosures as required are provided in AS-18 which isforming 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) andSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 are annexed as AnnexureA 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: Asrequired by the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules 1988 the relevant data pertaining to conservation of energy technology absorptionare not applicable and hence not given. Moreover the Company has no Foreign Exchangeearnings and outgo.

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of limits prescribed underRule 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'sReport:

i) Pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 statement containing the names and other particulars of top tenemployees in terms of remuneration drawn by them- Annexure B

ii) Disclosure under Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014- Annexure C

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

During the financial year no such material changes and commitments affecting thefinancial position of the company have occurred and hence no comments required.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the financial year 2019-20 no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.

CHANGES IN SHARES CAPITAL:

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

INSURANCE:

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

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 atthe 21st Annual General meeting as Statutory Auditors for a period of 5 yearsto hold office upto the conclusion of the 26thAnnual General Meeting subject toratification of their appointment at every AGM.

As M/s. Patel & Jesalpura Chartered Accountants have completed total term of 10years as Statutory Auditor it is required to appoint new statutory auditor in place ofretiring Statutory Auditor.

Accordingly it is proposed to recommend to the members the appointment of newStatutory Auditor for the period of 5 year from conclusion of 26th AnnualGeneral Meeting till the conclusion of 31st Annual General Meeting.

AUDITORS' REPORT:

The Auditors' Report contains (1) one adverse remark(s) on the financial statements forthe year ended March 31 2020: "We draw attention to Note 2.1(g) of the financialstatements which states that the company has not made any provision towards definedbenefit plan or defined contribution plan as per requirements of Ind AS – 19. Ouropinion is not modified in respect of this matter."

REPLY TO AUDITORS' REMARK:

The directors hereby submit their explanations as follows to the remark/qualificationmade by the auditors in their report for the year 2019-20: "The Company is not having10 or More Permanent employees on its Pay-Roll. Therefore provision for gratuity as perIND-AS 19 is not mandatory as per Payment of Gratuity Act 1872. Moreover the company hassufficient reserve and Surplus to meet the contingent liability if any arise in futureas per Payment of Gratuity Act 1872."

II. INTERNAL CONTROL AUDITOR AND SYSTEM:

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

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations. Internal control systems are designed to ensure that all assets and resourcesare 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 andRemuneration of Managerial Personnel] Rules 2014 the Company has appointed M/s. RonakDoshi & Associates Practicing Company Secretary Ahmedabad to undertake SecretarialAudit for the financial year ended on 31st March 2020. Secretarial AuditReport is attached to this report as Form MR-3 as Annexure E. The Board has dulyreviewed the Secretarial Auditor's Report and the observations and comments appearing inthe report are self-explanatory and do not call for any further explanation/clarificationby the Board of Directors as provided under section 134 of the Act.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3) (a) of the Companies Act 2013 read with rules 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith as MGT-9 and forming part of the report as Annexure"D". The Company is having website i.e.: www.popularestatemanagement.in andannual return of Company has been published on such website.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review the Company is outside the purview of Section 135 ofCompanies Act 2013 related to Corporate Social Responsibility.

ENVIRONMENT HEALTH AND SAFETY:

The Company accords the highest priority to Environment Health and Safety. Themanagement is constantly reviewing the safety standards of the employees and themanagement 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 forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud 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 requiredto review and sign the policy at the time of joining and an undertaking shall be given foradherence to the Policy. The objective of the Policy is to conduct the business in anhonest transparent and in an ethical manner. The policy provides for anti-bribery andavoidance of other corruption practices by the employees of the Company.

AUDIT COMMITTEE:

Audit Committee is constituted by the company comprising two Independent Non-ExecutiveDirectors viz. Shri. Purshottambhai M. Pandya Chairman (having financial and accountingknowledge) and Shri. Sureshbhai N. Patel as well as Mr. Ramanbhai B Patel Promoter andExecutive Director as members. The constitution of Audit Committee meets with therequirements under Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI(LODR) Regulations 2015. The Committee periodically discussed the Financial Reportingprocess reviewed the Financial Statements and discussed the quality of the appliedaccounting principles and significant judgment that affected the Company's FinancialStatements. Before presenting the audited accounts to the members of the Board the AuditCommittee recommended the appointment of the statutory auditors subject to the Board'sapproval. The audit Committee reviewed with adequacy of internal control systems with themanagement 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 toInvestor Education and Protection Fund and the company has already transferred to IEPF theunclaimed 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 Instituteof Chartered Accountants of India. The Company Complied with the Stock Exchange and legalrequirement concerning the Financial Statements at the time of preparing them for theAnnual Report. Moreover the Balance sheet of the Company has been converted and presentedas per Indian Accounting Standards –IND AS.

CORPORATE GOVERNANCE AND MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations& DisclosureRequirements) Regulations 2015 the Corporate Governance Report the Management Discussion& Analysis Statement and the Auditors' Certificate regarding Compliance of Conditionsof 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 theCompany are under compulsory Demat form. The Company has established connectivity withboth the Depositories i.e. National Securities Depository Limited and Central DepositoryServices (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 Demat12.72% in physical mode).

LISTING:

The equity shares of the company are listed in the Bombay Stock Exchange Limited whichhas 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 financialyear and in respect of which meetings proper notices were given and the proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose. The detailsregarding the meetings of board of directors and the attendance of the directors in thesame 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 yearand in respect of which meetings proper notices were given and the proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose. The detailsregarding the meetings of Audit Committee and the attendance of the committee members inthe 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 thementioned financial year and in respect of which meetings proper notices were given andthe proceedings were properly recorded and signed in the Minutes Book maintained for thepurpose. The details regarding the meetings of Nomination and Remuneration Committee andthe attendance of the committee members in the same is mentioned in Corporate GovernanceReport.

NUMBER OF MEETINGS OF THE STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder relationship Committee duly met at regular intervals during thementioned financial year and in respect of which meetings proper notices were given andthe proceedings were properly recorded and signed in the Minutes Book maintained for thepurpose. The details regarding the meetings of stakeholder relationship Committee and theattendance of the committee members in the same is mentioned in Corporate GovernanceReport.

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

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

a) In preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) The Directors had selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial 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 ofadequate accounting records for safeguarding the assets of the company and for preventingand 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 financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

f) The Directors had devised proper system to ensure compliance with the provisionof 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 Act2013 the Company has received individual declarations from all the Independent Directorsmentioned below confirming that they fulfil the criteria of independence as specified inSection 149(6) of the Companies Act2013 1. Mr. Rameshbhai Revabhai Patel 2. Mr.Purshottambhai Maganlal Pandya 3. Mr. Sureshbhai Natverlal Patel

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the period under report the Company has not provided any loans guarantee orsecurity 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 iswithin 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 Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination andRemuneration Stakeholders' Relationship Committees. The performance of the Board wasevaluated by the Board after seeking feedback from all the Directors on the basis of theparameters/criteria such as degree of fulfillment of key responsibility by the BoardBoard Structures and Composition establishment and delineation of responsibilities to theCommittees effectiveness of Board processes information and functioning Board cultureand dynamics and Quality of relationship between the Board and the Management. Theperformance of the committees viz. Audit Committee Nomination & RemunerationCommittee and Stakeholders Relationship Committee was evaluated by the Board afterseeking feedback from Committee members on the basis of parameters/criteria such as degreeof fulfillment of key responsibilities adequacy of committee composition effectivenessof meetings committee dynamics and quality of relationship of the committee with theBoard and the Management.

RISK MANAGEMENT:

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

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation to the financialinstitutions Company's bankers and customers vendors and investors for their continuedsupport during the year. Your Directors are also pleased to record their appreciation forthe dedication and contribution made by employees at all levels who through theircompetence and hard work have enabled your Company achieve good performance year afteryear 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
DIN: 00118530 DIN: 00235328
Sd/-
Dashrathbhai B Patel
Chief Financial Officer
PAN: AAWPP0993M
Date: 20th August 2020
Place: Ahmedabad

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