To,
The Members,
POPULAR ESTATE MANAGEMENT LIMITED
With an immense pleasure, the Board of Directors of your Company "POPULAR ESTATE
MANAGEMENT LIMITED" are delighted to present the 31st Annual Report on
business and operations of the Company together with the Audited Standalone Financial
Statements for the Financial Year ended 31st March, 2025.
FINANCIAL PERFORMANCE FOR THE FINANCIAL YEAR 2024-25:
The summarized comparison of Audited Standalone Financial Performance of the Company
for the Financial Year 2024-25 and the Financial Year 2023-24 is given below:
(Rs. In Lakhs)
|
Standalone |
Particulars |
Financial Year 2024-25 |
Financial Year 2023-24 |
|
(FY 2025) |
(FY 2024) |
Revenue from Operations |
0.00 |
0.00 |
Other Income |
46.58 |
0.00 |
Total revenue |
46.58 |
0.00 |
Operating Profit (Before Finance Cost, Depreciation & Amortisation
and Exceptional items and Tax Expense) |
-18.73 |
-49.77 |
Less: Finance Cost |
0.00 |
0.00 |
Profit before Depreciation & Amortisation and Exceptional items
and Tax Expense |
-18.73 |
-49.77 |
Less: Depreciation & Amortisation |
16.77 |
18.26 |
Profit before Exceptional and Extraordinary item and Tax |
-35.50 |
-68.03 |
Less: Exceptional items (Impairment Loss) |
0.00 |
0.00 |
Profit before Tax |
-35.50 |
-68.03 |
Less: Net Current Tax Expense pertaining to current year |
0.00 |
0.00 |
Less/(Add): Tax Adjustments of earlier year |
0.00 |
0.00 |
Less/(Add): Deferred Tax |
0.00 |
0.00 |
Profit (loss) after Tax |
-35.50 |
-68.03 |
Share of Profit/ (loss) from associate |
0.00 |
0.00 |
Net profit after tax and share of profit/(loss) from Associate |
0.00 |
0.00 |
Other Comprehensive income/(loss) Net of tax |
0.00 |
0.00 |
Total Comprehensive income/(loss) Net of tax |
-35.50 |
-68.03 |
Earnings per share for continuing operation |
|
|
Basic |
-0.25 |
-0.49 |
Diluted |
-0.25 |
-0.49 |
DIVIDEND:
In view of loss, your directors do not recommend any dividend for the financial year
ended, 31st March, 2025.
TRANSFER TO RESERVE& SURPLUS:
The net loss of the company for F.Y. 2024-25 is Rs. -35.50 Lakhs.
COMPANY'S PERFORMANCE AND STATE OF AFFAIRS:
On a standalone basis, the revenue from operations for FY 2024-25 was Nil. Net loss
after tax for FY 2024-25 was Rs. 35.50 Lakhs against the previous year's Net loss after
tax of Rs. 68.03 Lakhs.
On standalone basis Earnings per Share for FY 2024-25 was Rs. (-0.25) against the
previous year's Earnings per Share of Rs. (-0.49).
The Company definitely provide better results to the shareholders in upcoming year via
better performance.
BASIS OF PREPARATION OF FINANCIAL STATEMENTS:
The Annual Standalone Audited Financial Statements for the Financial Year 2024-25,
forming part of this Annual Report, have been prepared in accordance with Indian
Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013 read
with Companies (Indian Accounting Standard) Rules, 2015 and requirements of Schedule III
of Companies Act, 2013 and applicable Rules (hereinafter referred to as "the
Act") and in accordance with applicable regulations of Securities and Exchange Board
of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 (hereinafter
referred to as the "Listing Regulations").
In accordance with the provisions of Section 136(1) of the Act, the Company has placed
on its website www.popularestatemanagement.in the below:
• Annual Report of the Company including Standalone Financial Statements for the
Financial Year 2024-25
These documents will also be available for inspection during working hours at the
Registered Office of the Company at Ahmedabad, Gujarat. Any member interested in obtaining
such document may write to the Company Secretary and the same shall be furnished on
request.
CODES OF CONDUCT:
The Board of Directors has formulated, implemented and has in place a comprehensive
"Code of Fair Disclosure of Unpublished Price Sensitive Information" &
"Code of Conduct for Prevention of the Insider Trading" (hereinafter known as
"Codes of Conduct") for regulating, monitoring and reporting the trading by
Designated persons of the Company which exemplifies the spirit of good ethics and
governance and is applicable to the Designated personnel's of the Company which includes
Promoters, Promoter Group, KMPs, Directors, Heads and such other employees of the Company
and others as may be approved by the Board of Directors from time to time based on the
fact of who are expected to have access to unpublished price sensitive information. The
Codes of Conduct of the Company lays down guidelines advising the Designated Personnel's
on procedures to be followed and disclosures to be made while dealing with the shares of
the Company and cautioning them of consequences of violations Further, the Board Members
and Senior Management personnel have affirmed compliance with the code of conduct. A
declaration in regard to compliance with the Codes of Conduct for the Financial Year
2024-25 has been received by the Company from the Director and is duly annexed to the
Corporate Governance Report, which forms part of this Annual Report. The Codes of Conduct
are placed on the website of the Company www.popularestatemanagement.in.
QUALITY INITIATIVE:
The Company continues to sustain its commitment to the highest levels of quality,
superior product management and mature business continuity management. Our
customer-centricity, process rigor and focus on delivery excellence have resulted in
consistent improvements in customer satisfaction levels.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial position of the
Company, subsequent to the close of the FY25 till the date of this Report.
SHARE CAPITAL:
During the period under review, there has been no change in the authorised share
capital and paid-up share capital of the Company. The authorised share capital of Equity
Shares of the Company which stands at Rs. 45,00,00,000/- (Rupees Forty-Five Crore only)
divided into 4,50,00,000 (Four Crore fifty lakhs only) equity shares of Rs. 10/- each and
paid-up share capital of Equity Shares of the Company Rs. 14,00,02,000/- (Rupees Fourteen
Crore Two Thousand only) divided into 1,40,00,200 (One Crore Forty Lakhs Two Hundred only)
equity shares of Rs. 10/- each respectively.
LISTING INFORMATION:
The Equity Shares in the Company are continued to be listed with BSE Platform. The ISIN
No. of the Company is INE370C01015. The Annual Listing fees for the year 2025-26 has been
paid.
DEPOSITS FROM PUBLIC:
The Company has neither accepted nor renewed any deposits covered under section 73 to
76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014
during the year under review.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013
are given in the notes to the Financial Statements provided in this Annual Report.
CHANGE IN THE NATURE OF BUSINESS:
There is no Change in the nature of the business of the Company done during the year.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company implemented suitable controls to ensure its operational, compliance and
reporting objectives. The Company has adequate policies and procedures in place for its
current size as well as the future growing needs. These policies and procedures play a
pivotal role in the deployment of the internal controls. They are regularly reviewed to
ensure both relevance and comprehensiveness and compliance is ingrained into the
management review process.
Adequacy of controls of the key processes is also being reviewed by the Internal Audit
team. Suggestions to further strengthen the process are shared with the process owners and
changes are suitably made. Significant findings, along with management response and status
of action plans are also periodically shared with and reviewed by the Audit Committee. It
ensures adequate internal financial control exist in design and operation.
Mr. Alpesh Shah is the internal auditor of the Company for the F.Y. 2024-25 who
conducts Internal audit and submit reports to the Audit Committee. The Internal Audit is
processed to design to review the adequacy of internal control checks in the system and
covers all significant areas of the Company's operations. The Audit Committee reviews the
effectiveness of the Company's internal control system.
DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATES:
The Company does not have any holding, subsidiary and associate Company during the
period of Reporting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Information in accordance with the provisions of Section 134(3)(m) of the Companies
Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding
conservation of energy, technology absorption and foreign exchange earnings and outgo are
as under:
| Sr. No. Particulars |
Comments |
|
| (A) Conservation of energy |
|
|
| (i) The steps taken or impact on conservation of energy; |
NA |
|
| (ii) The steps taken by the Company for utilizing alternate sources of
energy; |
Nil |
|
| (iii) The capital investment on energy conservation equipment |
Nil |
|
| (B) Technology absorption |
|
|
| (i) The efforts made towards technology absorption |
NA |
|
| (ii) The benefits derived like product improvement, cost reduction,
product development or import substitution; |
Nil |
|
| (iii) In case of imported technology (import during the last three years
reckoned from the beginning of the financial year) |
|
|
| (a) the details of technology imported |
Nil |
|
| (b) the year of import |
N.A. |
|
| (c) whether the technology been fully absorbed |
N.A. |
|
| (d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof; and |
N.A. |
|
| (iv) The expenditure incurred on Research and Development |
Nil |
|
| (C) Foreign exchange earnings and Outgo |
Inflow (In Lakhs.) |
Out Flow (In Lakhs.) |
| The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual outflows |
Nil |
Nil |
INDUSTRIAL RELATION:
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels.
DIRECTORS:
As per Provisions of Section 152 of the Companies Act, 2013 Mrs. Saritaben Natwarbhai
Patel is liable to retire by rotation and is eligible for re-appointment.
At the core of corporate governance practices is the Board of Directors who oversees
how the management serves and protects the long-term interests of all the stakeholders of
the company. The Board of Directors of your Company are fully committed to steer the
organization for long-term success through setting of strategies, delegating
responsibilities and providing an overall direction to the business, while effectively
managing risks and ensuring high quality of governance by keeping the Company on the path
of sustainable growth and development.
The details of size and composition of the Board is provided in Corporate Governance
Report, which forms part of this Annual Report.
Further, all the Directors of the Company have confirmed that they are not disqualified
from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.
Also, pursuant to Schedule V(C)(10)(i) of SEBI (LODR) Regulation, 2015; the Company has
received a certificate from Practicing Company Secretary stating that the Directors of the
Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or
any such statutory authority from being appointed or continuing as Director of the
Company.
Further, all the Independent Directors of the Company have given declarations as
required under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16 (b) of SEBI (LODR) Regulations, 2015.
In compliance to the aforesaid MCA Notification No. G.S.R. 804(E) dated 22nd October,
2019 which was effective from 01st December, 2019, all the Independent
Directors of your Company have confirmed that they are in compliance with Rules 6(1) and
6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with
respect to registration of their names in the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs (IICA). They have also submitted a
copy of registration certificate to the Company as a proof of registration.
In accordance with the provisions of the Companies Act, 2013 read with Regulation 36 of
SEBI (LODR) Regulations, 2015 and Secretarial Standard - 2 as issued by the Institute of
Company Secretaries of India and in terms of the Memorandum and Articles of Association of
the Company, the brief resume, nature of expertise, details of directorships held in other
companies of the Directors concerned to the agenda items along with their shareholding in
the Company, is stated in the Notice convening the 31st Annual General Meeting
of your Company.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company.
After completion of financial year, following changes took place in the Board Structure
of the Company:
(a) In order to enhance the involvement of the professionalized personnel in Management
of the Company, to create enduring guidance for the Company and to continue maintaining
the diverse and independent Board for ensuring good governance practices, on
recommendations of Nomination and Remuneration committee and Board of Directors at their
meeting held on 30th August,2025 has considered and approved the appointment of
Mr. Shaishav Kaushik Shah, Mr. Jignesh Shirish Vasavada and Mr. Vishalkumar Rameshbhai
Patel as an Non-Executive additional Independent Director of the Company.
In the opinion of the Board, Mr. Shaishav Kaushik Shah, Mr. Jignesh Shirish Vasavada
and Mr. Vishalkumar Rameshbhai Patel is a person of integrity, possess requisite
qualifications, expertise, experience (including the proficiency) and fulfils requisite
conditions as per applicable laws and is independent of the management of the Company.
(b) Mr. Sureshbhai Natverlal Patel, Mr. Rameshbhai Revabhai Patel and Mr. Mehul
Bhagawatprasad Patel resigned as independent director w.e.f. 30th August,2025.
KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Act, the Key Managerial Personnel ('KMPs') of the
Company are as follows:
• Mr. Vikram Patel, Chief Financial Officer
• Ms. Kapila Shardul Tikke, Company Secretary and Compliance Officer
During the year under review, there were change in the KMPs of the Company.
• Mrs. Urvi Meet Shah resigned as Company Secretary and Compliance Officer of the
company w.e.f. 7th February,2025.
After completion of financial year, there were following change in the KMPs of the
Company:
• Ms. Kapila Shardul Tikke appointed as Company Secretary and Compliance Officer
of the company w.e.f. 24th April, 2025 and resigned as Company Secretary and
Compliance Officer of the company w.e.f. 31st August,2025.
• Ms. Sonia Mayur Kulkarni appointed as Company Secretary and Compliance Officer
w.e.f. 1st September,2025.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, with respect to Director Responsibility
Statement, the Board of Directors, to the best of its knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) The Directors have 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 loss of the Company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 and Rules made
thereunder 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;
(e) The directors 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 systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
NUMBER OF BOARD MEETINGS AND ATTENDANCE:
During the Financial Year under review, the Board of Directors of the Company met for 6
(Six) times for various agenda items of the Company, the same which were circulated well
in advance to the Board. These were held on May 28, 2024, August 02, 2024, August 24,
2024, November 14, 2024, February 13,2025 and March 25, 2025. The interval between any two
meetings was well within the maximum allowed gap of 120 days.
The Composition of Board of directors and the details of meetings attended by the
directors during the year are given below.
| Name of the director |
Category |
No. of Board Meetings Held & Entitled to Attend |
No. of Board Meetings Attended |
| Mr. Vikram Chhaganlal Patel |
Manager, CFO and Director |
6 |
6 |
| Mr. Het Dashrathbhai Patel |
Director |
6 |
6 |
| Mrs. Saritaben Natwarbhai Patel |
Director |
6 |
6 |
| Mr. Sureshbhai Natverlal Patel |
Independent Director |
6 |
6 |
| Mr. Rameshbhai Revabhai Patel |
Independent Director |
6 |
6 |
| Mr. Mehul Bhagawatprasad Patel |
Independent Director |
6 |
6 |
COMMITTEES OF THE BOARD:
Matters of policy and other relevant and significant information are furnished
regularly to the Board. To provide better Corporate Governance & transparency,
currently, your Board has Audit Committee, Nomination & Remuneration Committee,
Stakeholder Relationship Committee to look into various aspects for which they have been
constituted. The Board fixes the terms of reference of Committees and also delegate powers
from time to time.
AUDIT COMMITTEE:
The Audit Committee comprises of non-executive Independent Director and Director as its
Member. The Chairman of the committee is Independent Director.
During the Financial year 2024-25, Four (4) meeting of audit committee held on May 28,
2024, August 02, 2024, November 14, 2024, and February 13,2025.
The Composition of Audit Committee and the details of meetings attended by the members
during the year are given below.
| Sr. No. |
Name of the Director |
Status in Committee Nature |
Nature of Directorship |
No of Meetings Held & Entitled to Attend |
No of Meetings attended |
| 1. |
Mehul Bhagawatprasad Patel |
Chairman of committee |
Non-Executive and Independent Director |
4 |
4 |
| 2. |
Sureshbhai Natverlal Patel |
Member |
Non-Executive and Independent Director |
4 |
4 |
| 3. |
Vikram Chhaganlal Patel |
Member |
Director |
4 |
4 |
RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH
REASONS:
All the recommendations made by the Audit Committee are accepted and implemented by the
Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee comprises of non-executive Independent
Director and Director as its members. The Chairman of the Committee is an Independent
Director.
During the Financial year 2024-25, three meeting of the Nomination and Remuneration
Committee met on May 28, 2024, August 02,2024 and November 14,2024.
| Sr. No. |
Name of the Director |
Status in Committee Nature |
Nature of Directorship |
No of Meetings Held & Entitled to Attend |
No of Meeting s att en de d |
| 1. |
Rameshbhai Revabhai Patel |
Chairman of committee |
Non-Executive and Independent Director |
3 |
3 |
| 2. |
Sureshbhai Natverlal Patel |
Member |
Non-Executive and Independent Director |
3 |
3 |
| 3. |
Mehul Bhagawatprasad Patel |
Member |
Non-Executive and Independent Director |
3 |
3 |
The Company's Policy on directors' appointment and remuneration and other matters
provided in Section 178(3) of the Act (salient features) has been briefly disclosed
hereunder and in the Report on Corporate Governance, which is a part of this Report.
Selection and procedure for nomination and appointment of Directors:
The NRC is responsible for developing competency requirements for the Board based on
the industry and strategy of the Company. The Board composition analysis reflects in-depth
understanding of the Company, including its strategies, environment, operations, financial
condition and compliance requirements.
The NRC conducts a gap analysis to refresh the Board on a periodic basis, including
each time a Director's appointment or re-appointment is required. The NRC reviews and vets
the profiles of potential candidates vis-a-vis the required competencies, undertakes due
diligence and meeting potential candidates, prior to making.
Criteria for determining qualifications, positive attributes and independence of a
Director:
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI
Listing Regulations, the NRC has formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key features of which are as
follows:
Qualifications - The Board nomination process encourages diversity of thought,
experience, knowledge, age and gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise.
• Positive Attributes - Apart from the duties of Directors as prescribed in the
Act, the Directors are expected to demonstrate high standards of ethical behavior,
communication skills and independent judgment. The Directors are also expected to abide by
the respective Code of Conduct as applicable to them.
• Independence - A Director will be considered independent if he / she meets the
criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and
Regulation 16(1)(b) of the SEBI Listing Regulations.
It is affirmed that the remuneration paid to Directors, KMPs and employees is as per
the Remuneration Policy of the Company.
The Nomination and remuneration policy available on the website of the company at https://www.popularestatemanagement.in/.
STAKEHOLDER RELATIONSHIP COMMITTEE:
The stakeholder relationship committee comprises non-executive Independent Director and
Director as its members. The Chairman of the Committee is an Independent Director.
During the Financial year 2024-25, four (4) meeting of Stakeholder Relationship
Committee were held on May 28, 2024, August 02, 2024, November 14, 2024 and February 13,
2025.
The Composition of Stakeholder and Relationship Committee and the details of meetings
attended by the members during the year are given below:
| Sr. No. |
Name of the Director |
Status in Committee Nature |
Nature of Directorship |
No. of Meetings Held & entitle d to Attend |
No. of Meetings attend ed |
| 1. |
Rameshbhai Revabhai Patel |
Chairman of committee |
Non-Executive and Independent Director |
4 |
4 |
| 2. |
Sureshbhai Natverlal Patel |
Member |
Non-Executive and Independent Director |
4 |
4 |
| 3. |
Mehul Bhagawatprasad Patel |
Member |
Non-Executive and Independent Director |
4 |
4 |
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2025 is available on the Company's website after conclusion of the AGM at https://www.popularestatemanagement.in/.
CORPORATE GOVERNANCE REPORT:
POPULAR ESTATE MANAGEMENT LIMITED is committed to ensuring the highest levels of
ethical standards, professional integrity, corporate governance and regulatory compliance.
The Company understands and respects its fiduciary duty to all stakeholders and strives to
meet their expectations. The core principles of independence, accountability,
responsibility, transparency, fair and timely disclosures serve as the basis of the
Company's approach to Corporate Governance.
A separate section on report on Corporate Governance for the Financial Year 2024-25 as
stipulated under the Chapter IV, Regulation 34(3) read with Schedule V of SEBI (LODR)
Regulations, 2015 forms part of this Annual Report along with a certificate of compliance
from M/s. Sejal Shah & associates., Company Secretary in practice.
Report on Corporate Governance is annexed in annexure-I and forms an integral part of
this Annual Report. Certificate from M/s. Sejal Shah & associates., Company Secretary
in practice, regarding compliance of conditions of Report on Corporate Governance as
stipulated in the Listing Regulations is also appended to the Report on Corporate
Governance.
CERTIFICATE BY CHIEF FINANCIAL OFFICER OF THE COMPANY:
Pursuant to Regulation 17(8) of SEBI (LODR) Regulations, 2015 Compliance certificate as
per Part B of Schedule -II is annexed in annexure-II.
AUDITORS:
1. STATUTORY AUDITOR:
At the 26th AGM held on August 27, 2021 the Members approved appointment of
M/s. H. S. Jani & Associates., Chartered Accountants (Firm Registration No. 127515W)
as Statutory Auditors of the Company to hold office for a period of five years from the
conclusion of that AGM till the conclusion of the 31st AGM.
Accordingly, on completion of term of appointment of Statutory Auditors at the
conclusion of the 31st AGM and pursuant to provisions of Sections 139, 141
& 142 of the Act and applicable Rules and other applicable provisions of the Act, the
Board of Directors at its meeting held on September 04,2025 has approved the reappointment
of M/s. H. S. Jani & Associates., Chartered Accountants as Statutory Auditors for a
consecutive term of 5 (Five) years from the conclusion of this 31st AGM till
the conclusion of 36th AGM and to conduct the statutory audit subject to the
approval of shareholders of the Company at this ensuing AGM.
Further the Company has received written consent(s) and certificate(s) of eligibility
from the proposed Statutory Auditors M/s. H. S. Jani & Associates, Chartered
Accountant in accordance with Sections 139 and 141 of the Act and applicable Rules and
other provisions of the Act. Further, the Company has received confirmation from the
proposed firm that they have been subjected to the peer review process of the Institute of
Chartered Accountants of lndia (lCAl) and holds a valid certificate issued by the Peer
Review Board of the ICAI. They have further confirmed that they are not disqualified to be
appointed as the Statutory Auditors in terms of the Act and Rules made thereunder.
The Independent Auditor's Report on the Audited Standalone Financial Statements of the
Company issued by M/s. H. S. Jani & associates., Statutory Auditors of the Company for
the Financial Year 2024-25.
2. SECRETARIAL AUDITOR:
The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, has appointed M/s. Sejal Shah & associates. (CP. No. 21683), Practicing Company
Secretary, Ahmedabad as Secretarial Auditor of the Company to conduct the Secretarial
Audit as per the provisions of the said Act for the Financial Year 2024-25.
Pursuant to the provisions of section 204 of the Companies Act,2013 secretarial Audit
Report given by Sejal Shah & associates is attached as Form MR-3 in Annexure III. 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.
3. INTERNAL AUDITOR:
Mr. Alpesh Shah., Ahmedabad has conducted Internal Audit for the Financial Year
2024-25. Mr. Alpesh Shah appointed as an Internal Auditors of the Company for the
Financial Year 2024-25; the consent of which has been duly received by the Company from
the said Auditors to act as the Internal Auditor of the Company, on such terms &
conditions as may be mutually agreed upon by the Internal Auditor and by the Board from
time to time. The Internal Auditor conducts the internal audit of the functions and
operations of the Company and reports to the Audit Committee and Board from time to time.
4. COST AUDITOR:
As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies
(Cost records and audit) Rules, 2014, the company is not required to appoint a cost
auditor to maintain / audit the cost records of the company for cost audit report.
REVIEW OF STATUTORY AUDITORS REPORT:
There are no qualifications, reservations or adverse remarks made by Statutory Auditors
M/s. H. S. Jani & associates, Chartered Accountants, in their Auditor's report for the
Financial Year ended March 31, 2025.
REVIEW OF SECRETARIAL AUDITORS REPORT:
Pursuant to the provisions of section 204 of the Companies Act,2013 secretarial Audit
Report given by Sejal Shah & associates is attached as Form MR-3 in Annexure III. 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.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the Statutory nor the Secretarial Auditors has
reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Board's Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirement) Regulations, 2015 ("Listing
Regulations") the Management Discussion and Analysis of the Company for the year
under review is presented in a separate section forming the part of the Annual Report is
attached here with as Annexure IV.
DEMATERIALISATION OF SHARES:
The Company's Shares are in compulsory Demat segment and as on 31st March,
2025, 1,22,19,200 Equity Shares of the Company forming 87.28% of the company's paid - up
Equity share capital is in dematerialized form. The ISIN No. of company is INE370C01015
and Registrar and Share Transfer Agent is MUFG Intime India Private Limited (Formerly
Known as Link Intime India Pvt. Ltd.)
DIRECTOR REMUNERATION AND SITTING FEES:
During the F.Y. 2024-25, the company has not paid any remuneration and sitting fees to
directors of the company.
RELATED PARTY TRANSACTIONS:
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.
CREDIT RATING:
The company has not obtained any rating from any Credit Rating Agency during the year. MEETING
OF INDEPENDENT DIRECTORS:
During the year under review, the Independent Directors met on February 13,2025 and
March 25, 2025 inter alia, to discuss:
1. Review the performance of the Non- Independent Directors and the Board of Directors
as a whole.
2. Review the performance of the Chairman of the Company, taking into account of the
views of the Executive and Non- Executive Directors.
3. Assess the quality, quantity and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.
All the Independent Directors were present in the meeting.
1. DECLARATION FROM INDEPENDENT DIRECTORS:
The Independent Directors of the Company have given declarations stating that they meet
the criteria of independence as prescribed under the Section 149(6) of the Companies Act,
2013 read with the rules made there under and read with Regulation 16(1)(b) of the Listing
Regulations and in the opinion of the Board, the Independent Directors meet the said
criteria.
Further, the Board is of the opinion that the Independent Directors of the Company
possess requisite qualifications, experience (including the proficiency) and expertise in
their respective fields and that they hold highest standards of integrity. In terms of
Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation which exists or may be
anticipated that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.
2. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:
An Independent Director shall be a person of integrity and possess appropriate balance
of skills, experience and knowledge in one or more fields of finance, law, management,
sales, marketing and technical operations or any other discipline related to the Company's
business. The Company did not have any peculiar relationship or transactions with
non-executive independent Directors during the year ended March 31, 2025.
3. FORMAL 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.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of
Independent Directors, performance of Non-Independent directors, the Board as a whole and
Chairman of the Company was evaluated, taking into account the views of executive
directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
At the board meeting that followed the meeting of the independent directors and meeting
of Nomination and Remuneration Committee, the performance of the Board, its Committees,
and individual directors was also discussed. Performance evaluation of independent
directors was done by the entire Board, excluding the independent director being
evaluated.
POLICIES OF THE COMPANY:
• REMUNERATION AND APPOINTMENT POLICY:
The Company follows a policy on remuneration of Directors and senior management
employees, details of the same are given in the website of the Company https://www.popularestatemanagement.in/.
The committee must ensure that:
a. The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate directors and key managerial personnel of the quality required to run
the company successfully.
b. relationship of remuneration to performance is clear and meets appropriate
performance benchmarks and
c. remuneration to directors, key managerial personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals.
• POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:
Your Company has adopted the policy on Materiality of Related Party Transaction to set
out the dealing with the transaction between the Company and its related parties. The
Policy on Materiality of Related Party Transaction has been available on the website of
the Company https://www.popularestatemanagement.in/.
• POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:
Your Company has adopted the policy of code of Conduct to maintain standard of business
conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for
Director and Senior Management has been available on the website of the Company https://www.popularestatemanagement.in/.
• PREVENTION OF INSIDER TRADING:
Pursuant to provisions of the regulations, the Board has formulated and implemented a
Code of Conduct to regulate, monitor and report trading by employees and other connected
persons and code of practices and procedure for fair disclosure of unpublished price
Sensitive Information. The same has been available on the website of the Company https://www.popularestatemanagement.in/.
• POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY:
Pursuant to provision of the regulations, the board has formulated the policy on the
Preservation of Documents & Archive policy. The same has been available at the website
of company at https://www.popularestatemanagement.in/.
• BUSINESS RISK MANAGEMENT:
The Company has taken various steps in connection with the implementation of Risk
Management measures in terms of provisions contained in the Companies Act, 2013, after
identifying the elements of risks which in the opinion of the Board may threaten the very
existence of the Company. The Company has laid down a comprehensive Risk Assessment and
Minimization Procedure which is reviewed by Board from time to time. Key risks identified
are methodically addressed through mitigating actions on a continuing basis. The policy of
risk management is made available on the website of the company at https://www.popularestatemanagement.in/.
• VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:
Your Company believes in conducting business affairs in a fair and transparent manner
to foster professionalism, honesty, integrity and ethical behaviour via Vigil
Mechanism/Whistle Blower Policy. POPULAR ESTATE MANAGEMENT LIMITED has established a
robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions
of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, to provide a formal
mechanism to the Directors and employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or
ethics policy. The Policy provides for adequate safeguards against victimization of
employees and also provides for direct access to the Chairman of the Audit Committee. It
is affirmed that no personnel of the Company have been denied access to the Audit
Committee.
The Vigil Mechanism has been available on the website of the Company at https://www.popularestatemanagement.in/.
• POLICY ON IDENTIFICATION OF GROUP COMPANIES, MATERIAL CREDITORS AND MATERIAL
LITIGATIONS:
Your Company has adopted a policy on identification of group companies, material
creditors and material litigations. The policy on identification of group companies,
material creditors and material litigations has been available on the website of the
Company at https://www.popularestatemanagement.in/.
• POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND
INFORMATION:
Your Company has adopted a Policy on Determination and Disclosure of Materiality of
Events and Information. The Policy on Determination and Disclosure of Materiality of
Events and Information has been available on the website of the Company at https://www.popularestatemanagement.in/.
• CORPORATE SOCIAL RESPONSIBILITY:
As per section 135 of the Companies act, 2013 expenditure of CSR is not applicable to
the company for f. y. 2024-25 since the company is not meeting with the criteria of
net-worth, turnover or net profits mentioned therein.
PARTICULARS REGARDING EMPLOYEES' REMUNERATION:
During the year under review, there are no employees drawing remuneration which is in
excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with
rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. The information pertaining to section 197 read with rules 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as
Annexure-V.
DISCLOSURES BY DIRECTORS:
The Board of Directors have submitted notice of interest in Form MBP 1 under Section
184(1) as well as information by directors in Form DIR 8 under Section 164(2) and
declarations as to compliance with the Companies Act, 2013.
DISQUALIFICATIONS OF DIRECTORS:
During the financial year 2024-25 under review the Company has received Form DIR-8 from
all Directors as required under the provisions of Section 164(2) of the Companies Act,
2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that
none of the Directors of your Company is disqualified; to hold office as director
disqualified as per provision of Section 164(2) of the Companies Act, 2013 and debarred
from holding the office of a Director pursuant to any order of the SEBI or any such
authority in terms of SEBI's Circular No. LIST/COMP/14/2018-19 dated 20th June
2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by
Listed Companies".
The Directors of the Company have made necessary disclosures, as required under various
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
SECRETARIAL STANDARD:
Your Directors states that they have devised proper systems to ensure compliance with
the Secretarial Standards and that such system are adequate and operating effectively.
OTHER REGULATORY REQUIREMENT:
The Company has been complied with all regulatory requirements of central government
and state government and there were no significant and material orders passed by the
Regulators or Courts or Tribunals during the year impacting the going concern status and
the Company's operations in future.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES):
The investor complaints are processed in a centralized web-based complaints redress
system. The salient features of this system are centralized database of all complaints,
online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing
by investors of actions taken on the complaint and its current status. Your Company has
been registered on SCORES and makes every effort to resolve all investor complaints
received through SCORES or otherwise within the statutory time limit from the receipt of
the complaint. The Company has not received any complaint on the SCORES during financial
year 2024-25.
INVESTOR GRIEVANCES REDRESSAL STATUS:
During the Financial Year 2024-25, there were no complaints or queries received from
the shareholders of the Company. Company Secretary, acts as the Compliance Officer of the
Company is responsible for complying with the provisions of the Listing Regulations,
requirements of securities laws and SEBI Insider Trading Regulations. The Investor can
send their query at popularestatemanagement@yahoo.co.in
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
During the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013
and Rules there under. The Company has a zero-tolerance policy for sexual harassment in
the workplace. It has adopted a comprehensive policy on Prevention, Prohibition and
Redressal of Sexual Harassment at Workplace, in alignment with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and Rules framed thereunder.
ACKNOWLEDGEMENT:
The Directors thank the Company's employees, customers, vendors, investors and academic
partners for their continuous support. The Directors also thank the Government of India,
Governments of various states in India, concerned Government departments and agencies for
their co-operation. The Directors appreciate and value the contribution made by every
member of the company.
| For and on behalf of the Board, |
Sd/- |
Sd/- |
| POPULAR ESTATE MANAGEMENT LIMITED |
Vikram Patel |
Het Patel |
| Registered Office: 81,8th Floor, Awing, New York Tower, Opp.
Muktidham Derasar, Thaltej, S.G. Highway, Ahmedabad, Gujarat, India, 380054 |
CFO, Director & Manager |
Director |
| Date: 04.09.2025 |
DIN:00166707 |
DIN:06986909 |
| Place: Ahmedabad |
|
|
