Directors Report of Popular Estate Management Ltd.

Mar 31, 2015

Dear Members,

The directors are presenting herewith their Twenty first Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2015.

FINANCIAL RESULTS:

Particulars Current Year Previous Year Ended on Ended on 31/03/2015 31/03/2014

Income from operations 0.00 2,91,00,000.00

Other Income 7,76,375.00 0.00

Depreciation & amortization 52,65,603.00 30,02,052.00

Expenses other than 70,92,177.00 83,43,812.00 Depreciation

Preliminary Exp. Written off 0.00 0.00

Net Profit/(Loss) Before Tax (1,15,81,405).00 1,77,54,136.00

Compensation received for 19,99,71,400.00 0.00 relinquishment of right to sue

Current Tax 0.00 38,50,000.00

Differed Tax (7,92,887).00 (1,75,881).00

Wealth Tax 95,110.00 1,10,000.00

Profit/(Loss) After Tax 18,90,87,772.00 1,39,70,017.00

Proposed Dividend 0.00 0.00

Provision for dividend 0.00 0.00 distribution Tax

Profit/(Loss) after Tax & 18,90,87,772.00 1,39,70,017.00 Dividend

Bal. Brought Forward 14,27,58,435.00 12,84,08,639.00

Less : Income Tax paid for 0.00 0.00 previous year

Less : Short Provision of 0.00 0.00 Taxes of earlier years

Balance Carried to 33,25,61,207.00 14,30,93,656.00 Balance Sheet

DIVIDEND:

In order to conserve the resources, your directors do not recommend any dividend for the year 2014-15.

PRESENT OPERATIONS AND FUTURE PROSPECTS:

During the year under review, the Company has not generated any revenue from operation as against Rs. 2,91,00,000 during the previous financial year. The net profit after tax for the year under review has been Rs. 18,90,87,772 as against Rs. 1,39,70,017 during the previous financial year which shows tremendous growth of 1253.53% against the previous year. However, the net profit generated was not from operations but it was compensation received for relinquishment of right to sue. Your Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in future period.

The Company has entered into Development Agreements with various parties for the development of different projects on their respective land.

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

BOARD OF DIRECTORS:

1. Mr. Dashrathbhai B Patel (DIN: 00235328), whole-time Director of the Company retires by rotation and, being eligible, offers himself for re-appointment.

2. Mr. Rameshbhai R Patel (DIN: 07074253), Independent Director and Mrs. Saritaben N Patel (DIN: 07074237), woman Promoter Director were appointed on the Board as an Additional Director on 21st January, 2015 and will be confirmed as Directors in the pursuing Annual General Meeting subject to approval of the shareholders in the Annual General Meeting.

3. Independent Directors:

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

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

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company done 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.

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 company's 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:

At Present, Mr. Dashrathbhai B Patel has been appointed as 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.

I. STATUTORY AUDITORS & AUDITORS' REPORT:

The Company has received certificate u/s. 139 of the Companies Act, 2013 from M/s. Patel Jesalpura & Co., Chartered Accountants, (FRN 120802W), signifying that the appointment if made at the ensuing Annual General Meeting will be within the limits specified. It is therefore proposed to appoint M/s. Patel Jesalpura & Co., Chartered Accountants, (FRN 120802W) as the statutory Auditors of the Company.

Auditors' Report:

Information / explanation on remarks contained In Auditor's Report in Para 2 of report on other legal and regulatory requirements to the Auditors Report as per Section 217(3).

The directors hereby submit their explanations to the remark/qualification made by the auditors in their report for the year 2014-15. The Para No. 7 (c) of report on other legal and regulatory requirements to the Auditors Report and reply are as under:

Para 7 (c) of report on other legal and regulatory requirements to the Auditors Report:

2. According to the information and explanation given to us, there are no dues of sales tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposit on account of any dispute except Income Tax as per details mentioned in Para 7 (c) of the Auditor's Report.

Explanation to Para 7 (c) of report on other legal and regulatory requirements to the Auditors Report:

The directors are in bona fide belief that the company has no dues and liability towards the Income Tax Department. The dues of Income Tax for the Assessment year 2008-09, 2009-10, 2011-12 and 2012-13 are matter of technical dispute and the matter are pending before honorable CIT (A) (Chief Commissioner of Income Tax-Appeals) and ITAT (Income Tax Appellate Tribunal ) respectively.

All other comments in the Auditors Report with Notes on Accounts referred to the Auditor's Report are self explanatory and, therefore do not call for any further explanation.

II INTERNAL CONTORL 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.

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 31st March, 2015. Secretarial Audit Report is attached to this report as Form MR-3". 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The CSR Committee of Board: As prescribed by the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee on 25th March, 2014 including Shri Suresh N Patel as Chairman of the Committee and two other members namely, Shri. Ramanbhai B Patel and Shri Purshottam M Pandya. The Committee is reviewing from time to time the Company's CSR Policy and the Committee is searching for the proper avenues to fulfill the Social Responsibility of the Company by Utilization of the fund of CSR. As part of its initiatives under Corporate Social Responsibility [CSR], the Company has contributed for education and for eradicating poverty for the year under review. As in the Financial Year 2014-15, the Company has earned the net Profit for which CSR is applicable, it is planning to spend the unspent amount of CSR in the year 2015-16.

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 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.

AUDIT COMMITTEE:

Audit Committee constituted by the company comprising two independent Non-Executive Directors viz. Shri. Purshottam M. Pandya, Chairman (having financial and accounting knowledge) and Shri. Suresh 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, 1956 and Clause 49 of the Listing agreement of the Stock Exchanges as well.

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 Company's 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 Board's 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:

Your Company has transferred fund for dividend declared in the year 2007-08 lying in Escrow Account of Axis Bank. The same is required to be transferred to Investor Education and Protection Fund (IEPF) on 1st October, 2015 and it will be transferred to IEPF Account.

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.

CORPORATE GOVERNANCE:

Your Company follows the principles of effective Corporate Governance. The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement executed with the Stock Exchange(s).

A separate section on Corporate Governance is included in the Annual Report and Certificate from Company's Auditors confirming the compliance with the code of Corporate Governance as enumerated in Clause-49 of the listing agreement with the Stock Exchange is annexed hereto.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement executed with the Stock Exchange, is presented in a separate section forming part of the 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: INE 370C01015. Presently shares are held in electronic and physical mode (87.21% of shares in demat, 12.79% 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 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.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the period under report, the Company has not provided guarantee to any person or Body Corporate. It has also given Loans to any person or Body Corporate during the year, which is covered under Section 186 of the Companies, Act, 2013.

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.

RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy 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 in the said policy.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

The Particulars of contracts or arrangements with related parties are given in the prescribed Form AOC-2 appended herewith as Annexure-A.

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.

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 and Managing Whole-time Director Director Date: 27th August,2015 DIN: 00118530 DIN: 00235328

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Mar 31, 2014

The Members, Popular Estate Management Limited, Ahmedabad

The directors have pleasure in presenting herewith their Twentieth Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2014.

FINANCIAL RESULTS :

Particulars Current Previous Year Ended Year Ended on 31/03/2014 on 31/03/2013 Income from operations 2,91,00,000.00 0.00

Other Income 0.00 471.00 Depreciation 30,02,052.00 30,27,267.00 Expenses other 83,43,812.00 9,07,90,854.00 than Depreciation Preliminary Exp. 0.00 0.00 Written off Net Profit/(Loss) 1,77,54,136.00 (9,38,17,650).00 Before Tax Current Tax 38,50,000.00 0.00 Differed Tax (1,75,881).00 16,94,293.00 Wealth Tax 1,10,000.00 0.00 Profit/(Loss) 1,39,70,017.00 (9,55,11,943).00 After Tax Proposed Dividend 0.00 0.00 Provision for dividend 0.00 0.00 distribution Tax Profit/(Loss) 1,39,70,017.00 (9,55,11,943).00 after Tax & Dividend Bal. Brought Forward 12,84,08,639.00 22,39,20,582.00

Less : Income Tax paid 0.00 0.00 for previous year Less : Short Provision 0.00 0.00 of Taxes of earlier years Balance Carried to 14,23,78,656.00 12,84,08,639.00 Balance Sheet

DIVIDEND :

In order to conserve the resources, your directors do not recommend any dividend for the year 2013-14.

BOARD OF DIRECTORS :

1. Mr. Dashrathbhai B Patel, whole-time Director of the Company retires by rotation and, being eligible, offers himself for re-appointment.

2. Mr. Chhaganbhai B Patel, Whole-Time Director of the Company and Mr. Purshottam H Pandya, Independent Director of the Company has resigned from the Board on 27th November, 2013.

3. In accordance with the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, it is proposed to appoint Mr. Purshottam M Pandya and Mr. Suresh N Patel, who are currently non-executive independent directors of the company and who meet the criteria for independence as provided in Section 149(6) of the Companies Act, 2013, as independent directors for a period of 5 years from the date of the ensuing Annual General Meeting.

REVIEW OF FINANCIAL PERFORMANCE, OPERATIONS AND FUTURE PROSPECTS :

During the year under report, the company has made profit before Tax of Rs.177.54 Lac during the year and

the operations for the year under review have resulted into net profit after tax of Rs. 139.70 Lac. The directors

are hoping for better performance in coming years.

The Company has entered into Development Agreements with various parties for the development of different projects on their respective land.

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

PUBLIC DEPOSIT :

The Company has not accepted any public deposits as defined under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

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

The information relating to conservation of Energy, Technology Absorption, Foreign Exchange Earning / Outgo as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable and hence, not given.

PARTICULARS OF EMPLOYEES :

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars Employees) Rules, 1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration exceeding of Rs.60,00,000/- p.a. or Rs.5,00,000/- p. m. for part of the year during the financial year under review.

COMPANY SECRETARY AND COMPLIANCE OFFICER :

In accordance with the provisions of Section 383A of the Companies Act, 1956, Shri Ronak D Doshi, a member of The Institute of Company Secretaries of India (ICSI) has resigned from the post of Company Secretary and Compliance Officer with effect from 27th November, 2013. At Present, Mr. Dashrathbhai B Patel has been appointed as Compliance Officer of the Company till the vacancy is fulfilled. The Company is in search of a new member of ICSI for the post of Company Secretary and Compliance Officer.

AUDIT COMMITTEE :

Audit Committee constituted by the company comprising two independent Non-Executive Directors viz. Shri. Purshottam M. Pandya, Chairman (having financial and accounting knowledge) and Shri. Suresh 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 292A of the Companies Act, 1956 and Clause 49 of the Listing agreement of the Stock Exchanges as well.

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 Company''s 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 Board''s approval. The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.

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.

CORPORATE GOVERNANCE :

Your Company follows the principles of effective Corporate Governance. The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement executed with the Stock Exchange(s).

A separate section on Corporate Governance is included in the Annual Report and Certificate from Company''s Auditors confirming the compliance with the code of Corporate Governance as enumerated in Clause-49 of the listing agreement with the Stock Exchange is annexed hereto.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT :

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the

Listing Agreement executed with the Stock Exchange, is presented in a separate section forming part of the 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: INE 370C01015. Presently shares are held in electronic and physical mode (87.20% of shares in demat, 12.80% 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.

AUDITORS :

M/s. Patel & Jesalpura., Chartered Accountants, Ahmedabad retire at the conclusion of this ensuing Annual General Meeting. The Company has received a certificate under Section 224 (1) (B) of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in accordance to the limit specified in the said Section. You are requested to consider their re-appointment as Auditors of the Company for the Current Year.

AUDITORS REPORT :

Information / explanation on remarks contained In Auditor''s Report in Para 2 of report on other legal and regulatory requirements to the Auditors Report as per Section 217(3).

The directors hereby submit their explanations to the remark/qualification made by the auditors in their report for the year 2013-14. The Para No. 9 (c) of report on other legal and regulatory requirements to the Auditors Report and reply are as under:

Para 9 (c) of report on other legal and regulatory requirements to the Auditors Report:

2. According to the information and explanation given to us, there are no dues of sales tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposit on account of any dispute except Income Tax as per details mentioned in Para 9 (c) of the Auditor''s Report.

Explanation to Para 9 (c) of report on other legal and regulatory requirements to the Auditors Report:

The directors are in bona fide belief that the company has no dues and liability towards the Income Tax Department. The dues of Income Tax for the Assessment year 2011-12 and 2012-13 are matter of technical dispute and the matter are pending before honorable CIT (A) (Chief commissioner of Income Tax- Appeals) and ITAT (Income Tax Appellate Tribunal ) respectively.

All other comments in the Auditors Report with Notes on Accounts referred to the Auditor''s Report are self explanatory and, therefore do not call for any further explanation.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibilities Statement, it is hereby confirmed:

(i) That in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the accounts for the Financial Year ended 31st March, 2014, on a ''going concern'' basis.

CORPORATE SOCIAL RESPOSIBILITY :

During the year the Board constituted a Corporate Social Responsibility Committee comprising of three nonexecutive directors which stood as follows as on 31st March, 2014:

Mr. Suresh N Patel (Non-executive and Independent director) - Chairman Mr. Purshottam M Pandya (Non-executive and Independent director) - Member Mr. Ramanbhai B Patel (Executive director and Promoter) - Member

The terms of reference and scope of work is same as prescribed in Section 135 of the Companies Act, 2013, and the Rules thereunder.

INSURANCE :

The company has made necessary arrangements for adequately insuring its insurable interests.

INDUSTRIAL RELATIONS :

The directors are happy to note that the industrial relations continued to remain cordial during the year. The directors express their appreciation towards the staffs and executive staffs for their coordination and hope for a continued harmonious relations.

ACKNOWLEDGEMENT :

Your directors would like to express their grateful appreciation for the assistance and co-operation received from the Government, Banks and Business associates during the year under review. The Directors also express their gratitude to the shareholders for the confidence reposed towards the Company. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable team work and enthusiastic contribution during the year.

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, Ahmedabad-380054 Sd/- Sd/- Date : 21st May 2014 Dashrathbhai B Patel Purshottam M Pandya Whole-Time Director Director

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Mar 31, 2013

To, The Members of Popular Estate Management Limited, Ahmedabad

The directors have pleasure in presenting herewith their Nineteenth Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2013.

FINANCIAL RESULTS :

Particulars Current Year Ended Previous Year Ended on 31/03/2013 on 31/03/2012

Income from operations 0.00 0.00

Other Income 471.00 1,66,27,346.000

Depreciation 30,27,267.00 25,06,241.00

Expenses other than Depreciation 9,07,90,854.00 76,58,207.00

Preliminary Exp. Written off 0.00 0.00

Net Profit/(Loss) Before Tax (9,38,17,650).00 18,67,15,898.00

Current Tax 0.00 15,25,000.00

Differed Tax 16,94,293.00 0.00

Profit/(Loss) After Tax (9,55,11,943).00 18,51,90,898.00

Proposed Dividend 0.00 0.00

Provision for dividend distribution Tax 0.00 0.00

Profit/(Loss) after Tax & Dividend (9,55,11,943).00 18,51,90,898.00

Bal. Brought Forward 22,39,20,582.00 3,94,38,871.00

Less : Income Tax paid for previous year 0.00 0.00

Less : Short Provision of Taxes of earlier years 0.00 7,09,187.00

Balance Carried to Balance Sheet 12,84,08,639.00 22,39,20,582.00

DIVIDEND :

In order to conserve the resources, your directors do not recommend any dividend for the year 2012-13.

BOARD OF DIRECTORS :

In accordance with provisions of Section 256 of the Companies Act, 1956, Shri. Ramanbhai B. Patel, and Shri. Purshottam M Pandya retires by rotation and being eligible offers themselves for re-appointment.

REVIEW OF FINANCIAL PERFORMANCE, OPERATIONS AND FUTURE PROSPECTS :

During the year under report, the company has made loss before Tax of Rs.938.18 Lac during the year and the operations for the year under review have resulted into net loss of Rs. 955.12 Lac. The directors are hoping better performance in coming years.

The Company has entered into Development Agreements with various parties for the development of different projects on their respective land.

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

PUBLIC DEPOSIT :

The Company has not accepted any public deposits as defined under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

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

The information relating to conservation of Energy, Technology Absorption, Foreign Exchange Earning / Outgo as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable and hence, not given.

PARTICULARS OF EMPLOYEES :

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars Employees) Rules, 1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration exceeding of Rs.60,00,000/- p.a. or Rs.5,00,000/- p. m. for part of the year during the financial year under review.

COMPANY SECRETARY AND COMPLIANCE OFFICER :

In accordance with the provisions of Section 383A of the Companies Act, 1956. Shri Ronak D Doshi, a member of The Institute of Company Secretaries of India (ICSI) has been working as a Company Secretary cum Compliance officer.

AUDIT COMMITTEE :

Audit Committee constituted by the company comprising three independent Non-Executive Directors viz. Shri. Purshottam M. Pandya, Chairman (having financial and accounting knowledge), Shri. Purshottam H. Pandya and Shri. Suresh Patel, members. The constitution of Audit Committee meets with the requirements under Section 292A of the Companies Act, 1956 and Clause 49 of the Listing agreement of the Stock Exchanges as well.

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 Company''s 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 Board''s approval. The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.

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.

CORPORATE GOVERNANCE :

Your Company follows the principles of effective Corporate Governance. The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement executed with the Stock Exchange(s).

A separate section on Corporate Governance is included in the Annual Report and Certificate from Company''s Auditors confirming the compliance with the code of Corporate Governance as enumerated in Clause-49 of the listing agreement with the Stock Exchange is annexed hereto.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT :

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement executed with the Stock Exchange, is presented in a separate section forming part of the 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: INE 370C01015. Presently shares are held in electronic and physical mode (83.32% of shares in demat, 16.68% 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.

AUDITORS :

M/s. Patel & Jesalpura., Chartered Accountants, Ahmedabad retire at the conclusion of this ensuing Annual General Meeting. The Company has received a certificate under Section 224 (1) (B) of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in accordance to the limit specified in the said Section. You are requested to consider their re-appointment as Auditors of the Company for the Current Year.

AUDITORS REPORT :

Information / explanation on remarks contained In Auditor''s Report in Para 2 of report on other legal and regulatory requirements to the Auditors Report as per Section 217(3).

The directors hereby submit their explanations to the remark/qualification made by the auditors in their report for the year 2012-13. The Para No. 2 of report on other legal and regulatory requirements to the Auditors Report and reply are as under:

Para 2 of report on other legal and regulatory requirements to the Auditors Report:

2. The Company has not made provision for Wealth Tax and hence to that extent the Loss is understated and Current Liabilities are understated. In absence of necessary details the amount is not quantifiable. Explanation to Para 2 of report on other legal and regulatory requirements to the Auditors Report:

The directors are in bona fide belief that the commercial land which forms part of stock in trade (being one of the productive assets) for the purpose of business carried out by the company or a property in the nature of commercial establishment are all excluded from the purview of wealth tax. Basically the wealth tax is levied on non-productive assets and hence, the provision for wealth tax has not been made. However, the directors will obtain legal opinion from well known tax advisor firm in the coming year.

All other comments in the Auditors Report with Notes on Accounts referred to the Auditor''s Report are self explanatory and, therefore do not call for any further explanation.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibilities Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the accounts for the Financial Year ended 31st March, 2013, on a ''going concern'' basis.

INSURANCE :

The company has made necessary arrangements for adequately insuring its insurable interests.

INDUSTRIAL RELATIONS :

The directors are happy to note that the industrial relations continued to remain cordial during the year. The directors express their appreciation towards the staffs and executive staffs for their coordination and hope for a continued harmonious relations.

ACKNOWLEDGEMENT :

Your directors would like to express their grateful appreciation for the assistance and co-operation received from the Government, Banks and Business associates during the year under review. The Directors also express their gratitude to the shareholders for the confidence reposed towards the Company. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable team work and enthusiastic contribution during the year.

Regd. Office: On Behalf of the Board

81, 8th Floor, A-Wing, For, Popular Estate Management Limited

"New York Tower"

Opp. Muktidham Derasar,

Thaltej, S. G. Highway,

Ahmedabad -380054. Sd/-

Ramanbhai B. Patel

Date : 27th May, 2013 Chairman & Managing Director

---

Mar 31, 2012

To , The Members of Popular Estate Management Limited, Ahmedabad

The directors have pleasure in presenting herewith their Eighteenth Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2012.

FINANCIAL RESULTS :

Particulars Current Year Ended Previous Year Ended on 31/03/2012 on 31/03/2011

Income from operations 0.00 0.00

Other Income 1,66,27,346.00 0.00

Depreciation 25,06,241.00 22,63,327.00

Employee Benefit, finance and other exp. 76,58,207.00 50,84,390.00

Preliminary Exp. Written off 0.00 6,20,716.00

Net Profit/(Loss) Before Tax 18,67,15,898.00 (73,47,716.77)

Current Tax 15,25,000.00 0.00

Profit/(Loss) After Tax 18,51,90,898.00 (73,47,716.77)

Proposed Dividend 0.00 0.00

Provision for dividend distribution Tax 0.00 0.00

Profit/(Loss) after Tax & Dividend 18,51,90,898.00 (73,47,716.77)

Bal. Brought Forward 3,94,38,871.00 4,67,86,588.00

Less : Income Tax paid for previous year 0.00 0.00

Less : Dividend Tax paid of previous year 0.00 0.00

Balance Carried to Balance Sheet 22,39,20,582.00 3,94,38,870.96

DIVIDEND :

In order to conserve the resources, your directors do not recommend any dividend for the year 2011-12.

BOARD OF DIRECTORS :

In accordance with provisions of Section 256 of the Companies Act, 1956, Shri. Dashrathbhai B. Patel, and Shri. Suresh N Patel retires by rotation and being eligible offers themselves for re-appointment.

There is no other appointment or cessation of any director during the year under view.

REVIEW OF FINANCIAL PERFORMANCE, OPERATIONS AND FUTURE PROSPECTS :

During the year under report, the company has earned income of Rs. 1851.91 Lac as compared to Loss of Rs. 73.48 Lac during the previous year and the operations for the year under review have resulted into net Income of Rs. 1851.91 Lac. Your company performed well in the business and the directors are hoping better performance during the current year.

The Company has entered into Development Agreements with various parties for the development of different projects on their respective land.

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

PUBLIC DEPOSIT :

The Company has not accepted any deposits as defined under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

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

The information relating to conservation of Energy, Technology Absorption, Foreign Exchange Earning / Outgo as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable and hence, not given.

PARTICULARS OF EMPLOYEES :

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars Employees) Rules, 1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration exceeding of 60,00,000/- p.a. or 5,00,000/- p. m. for part of the year during the financial year under review.

COMPANY SECRETARY AND COMPLIANCE OFFICER :

In accordance with the provisions of Section 383A of the Companies Act, 1956. Shri Ronak D Doshi, a member of The Institute of Company Secretaries of India (ICSI) has been working as a Company Secretary cum Compliance officer.

AUDIT COMMITTEE :

Audit Committee re-constituted by the company comprising three independent Non-Executive Directors viz. Shri. Purshottam M. Pandya, Chairman (having financial and accounting knowledge), Shri. Purshottam H. Pandya and Shri. Suresh Patel, members. The constitution of Audit Committee meets with the requirements under Section 292A of the Companies Act, 1956 and Clause 49 of the Listing agreement of the Stock Exchanges as well.

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 Company's 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 Board's approval. The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.

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.

CORPORATE GOVERNANCE :

Your Company follows the principles of effective Corporate Governance. The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement executed with the Stock Exchange(s).

A separate section on Corporate Governance is included in the Annual Report and Certificate from Company's Auditors confirming the compliance with the code of Corporate Governance as enumerated in Clause-49 of the listing agreement with the Stock Exchange is annexed hereto.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT :

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement executed with the Stock Exchange, is presented in a separate section forming part of the 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: INE 370C01015. Presently shares are held in electronic and physical mode (81.43% of shares in demat, 18.57% 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.

AUDITORS :

M/s. Patel & Jesalpura., Chartered Accountants, Ahmedabad retire at the conclusion of this ensuing Annual General Meeting. The Company has received a certificate under Section 224 (1) (B) of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in accordance to the limit specified in the said Section. You are requested to consider their re-appointment as Auditors of the Company for the Current Year.

AUDITORS REPORT :

The comments in the Auditors Report with Notes on Accounts referred to the Auditor's Report are self explanatory and, therefore do not call for any further explanation.

APPOINTMENT OF COST AUDITOR :

The company is in process of appointing a Cost Accountant to obtain from them Compliance Report for the financial year 2011-12 and 2012-13 pursuant to the requirement of Companies (Cost Accounting Records) Rules 2011.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibilities Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the accounts for the Financial Year ended 31st March, 2012, on a 'going concern' basis.

INSURANCE :

The company has made necessary arrangements for adequately insuring its insurable interests.

INDUSTRIAL RELATIONS :

The directors are happy to note that the industrial relations continued to remain cordial during the year. The directors express their appreciation towards the staffs and executive staffs for their coordination and hope for a continued harmonious relations.

ACKNOWLEDGEMENT :

Your directors would like to express their grateful appreciation for the assistance and co-operation received from the Government, Banks and Business associates during the year under review. The Directors also express their gratitude to the shareholders for the confidence reposed towards the Company. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable team work and enthusiastic contribution during the year.

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,

Ahmedabad-380054

Sd/-

Date : 27th May, 2012 Ramanbhai B. Patel

Chairman & Managing Director

---

Mar 31, 2010

The directors have pleasure in presenting herewith their Sixteenth Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2010.

FINANCIAL RESULTS :

Particulars Current Year Ended Previous Year Ended on 31/03/2010 on 31/03/2009

Income 94,71,150.00 3,87,27,804.00

Depreciation 18,75,057.31 13,99,466.00

Administrative & other Exp. 33,22,107.76 32,24,401.01

Preliminary Exp. Written off 6,20,716.00 6,20,716.00

Net Profit Before Tax 36,53,268.53 3,30,79,363.99

Provision for Taxation 55,00,000.00 38,00,000.00

Provision for Fringe Benefit Tax 0.00 1,00,000.00

Profit After Tax 31,03,268.93 2,91,79,363.99

Proposed Dividend 0.00 1,26,00,180.00

Provision for dividend distribution Tax 0.00 21,41,400.00

Profit after Tax & Dividend 31,03,268.93 1,44,37,783.99

Bal. Brought Forward 4,38,30,653.80 3,04,03,431.81

Less : Income Tax paid for previous year 1,47,335.00 9,67,734.00

Less : Dividend Tax paid of previous year 0.00 42,828.00

Balance Carried to Balance Sheet 4,67,86,587.73 4,38,30,653.80

DIVIDEND :

In order to conserve the resources of the company, your directors do not recommend any dividend for the year 2009-10.

BOARD OF DIRECTORS :

In accordance with provisions of Section 256 of the Companies Act, 1956, Shri. Dashrathbhai B. Patel and Shri. Purshottambhai M. Pandya retires by rotation and being eligible offers themselves for re-appointment.

Shri Prathmesh C. Patel & Shri Bharatbhai N. Patel have been resigned to act as director of the company w.e.f.06/03/2010 and Shri Mrugesh V Patel also has been resigned from the post of his directorship in the company vide Board resolution passed on 30/11/2009.

Shri Purshottam H. Pandya has been appointed as additional director in the Board meeting held on 30/11/ 2009.

REVIEW OF FINANCIAL PERFORMANCE, OPERATIONS AND FUTURE PROSPECTS :

During the year under report, the company has earned gross Income of Rs. 94.71 Lac as compared to Rs. 387.28 Lac during the previous year and the operations for the year under review have resulted into net Profit of Rs. 31.03 Lac. Your company could achieve sustained growth in business due to continued pursuit of our strategy to work with innovation ideas, and developing new areas of its activities. Directors are hoping even better performance during the current year.

The Company has entered into Development Agreements with various parties for the development of different projects on their respective land.

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

PUBLIC DEPOSIT :

The Company has not accepted any deposits as defined under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

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

The information relating to conservation of Energy, Technology Absorption, Foreign Exchange Earning / Outgo as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable and hence, not given.

PARTICULARS OF EMPLOYEES :

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars Employees) Rules, 1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration exceeding of 24,00,000/- p.a. or 2,00,000/- p. m. for part of the year during the financial year under review.

COMPANY SECRETARY AND COMPLIANCE OFFICER :

In accordance with the provisions of Section 383A of the Companies Act, 1956. Shri Ronak D Doshi, a member of The Institute of Company Secretaries of India (ICSI) has been appointed as l Company Secretary cum Compliance officer during the year under review.

AUDIT COMMITTEE :

Audit Committee re-constituted by the company comprising three independent Non-Executive Directors viz. Shri. Purshottam M. Pandya, Chairman (having financial and accounting knowledge), Shri. Purshottam H. Pandya and Shri. Suresh Patel, members. The constitution of Audit Committee meets with the requirements under Section 292A of the Companies Act, 1956 and Clause 49 of the Listing agreement of the Stock Exchanges as well.

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.

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.

CORPORATE GOVERNANCE:

Your Company follows the principles of effective Corporate Governance. The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement executed with the Stock Exchange(s).

A separate section on Corporate Governance is included in the Annual Report and Certificate from Companys Auditors confirming the compliance with the code of Corporate Governance as enumerated in Clause-49 of the listing agreement with the Stock Exchange is annexed hereto.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT :

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement executed with the Stock Exchange, is presented in a separate section forming part of the 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: 1NE 370C01015. Presently shares are held in electronic and physical mode (80.43% of shares in demat, 19.57% 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.

AUDITORS :

M/S. Surendrakumar Jain & Co., Chartered Accountants, Ahmedabad retire at the conclusion of this ensuing Annual General Meeting. T,ie Company has received a certificate under Section 224 (1) (B) of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in accordance to the limit specified in the said Section. You are requested to consider their re-appointment as Auditors of the Company for the Current Year.

AUDITORS REPORT :

The comments in the Auditors Report with Notes on Accounts referred to the Auditors Report are self explanatory and, therefore do not call for any further explanation.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31s March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the accounts for the Financial Year ended 31st March, 2010, on a going concern basis.

ACKNOWLEDGEMENT :

Your directors would like to express their grateful appreciation for the assistance and co-operation received from the Government, Banks and Business associates during the year under review. The Directors also express their gratitude to the shareholders for the confidence reposed towards the Company. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable team work and enthusiastic contribution during the year.

Regd. Office : By Order of the Board

B/53, 5th Floor, A-Wing, For, Popular Estate Management Limited

"New York Tower" (Previously Known as Pioneer Technoparks Limited)

Opp. Muktidham Derasar,

Thaltej, S. G. Highway,

Ahmedabad-380054

Date: 27th May, 2010 Sd/-

Ramanbhai B. Patel

Chairman & Managing Director