Home  »  Company  »  EPSOM Properties Ltd  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of EPSOM Properties Ltd.

Mar 31, 2015

Dear Members,

The Directors present herewith the Twenty Eighth Annual Report on the Annual Accounts for the year ended 31 st March 2015.

01. FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March 2015 is summarized below

For the year ended For the year ended S.No. Description 31st March 2015 31st March 2014 (Rs. in Lakhs) (Rs. in Lakhs)

01. Total Income 5.81 7.88

02. Total Expenditure 23.50 23.15

03. Profit/(Loss) before Interest and (17.69) (15.27) Depreciation

04. Interest - -

05. Profit/(Loss) before (17.89) (15.27) Depreciation

06. Depredation 0.01 0.01

07. Profit/(Loss) before (17.70) (15.28) Taxation

08. Provision for Taxation - -

09. Profit/(Loss) after Taxation from (17,70) (15.28) ordinary activities

10. Extraordinary iterns - (7.55)

09. Net Profit/(Loss) (17.70) (22.83)

02. RESULTS OF OPERATIONS

The total income for the financial year ending on 31/03/2015 stands at Rs. 5.81 lakhs as against Rs. 7.88 lakhs for the financial year ending on 31/03/2014; that the total expenditure has marginaly increased from Rs. 23.15 lakhs for the financial year ending on 31/03/2014 to Rs. 23.50lakhs for the financial year ending on 31/03/2015; that the net loss of the Company from ordinary activities has increased form Rs. 15.28 lakhs for the financial year ending on 31/03/2014 to Rs. 17.70 lakhs for the financial year ending on 31/03/2015.

03. DIVIDEND

In view of loss, your Directors do not propose any dividend for the year ended 31st March 2015.

04. OUTLOOK

The Outlook for the Company looks Bright.

05. CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the Listing Agreement, a separate Report on Corporate Governance along with the Auditors Certificate on its compliance forms an integral part of this Report.

06. DEPLOYMENT OF PROCEEDS oF-PREFERENT1AL ISSUE

The Company has kept the funds received from the promoters through preferential issue in fixed deposit with the IDBI Bank Limited and are deployed solely to meet long term and short term working capital requirements.

07. OPPORTUNITIES. CHALLENGES AND CONCERNS

The Company has obtained the approval of shareholders by way of special resolution by postal ballot on 30/06/2014 and the in principle' approval from BSE Limited under Clause 24of the Listing Agreement vide communication bearing Ref DGS/PREF/NJ/PRE/245/2014-15 dated 15th July 2014 for issue of 50,00,000 equity shares of Rs. 10/- each to be issued at par per share to Promoters on a preferential basis. Since the proposal attracts the provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Promoters made an application with Securities and Exchange Board of India (SEBI) for specific exemption from Takeover Panel for relaxation of the provisions of Regulation 3and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; that pending receipt of exemption from SEBI, promoters have withdrawn the application.

Continued recession in the real estate sector, cut-throat competition and fluctuating foreign currency are challenges thrown open to the industry.

Nevertheless, the Directors are confident of converting the challenges into opportunities with the experience gained over a period of time.

Unfavourable factors such as economic slow down, inflationary pressure and other external factors can affect the productivity of the Company.

08. PUBLIC DEPOSITS

During the financial year 2014-2015, your Company has not accepted any deposit within the meaning of Section 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

09. INDUSTRIAL RELATIONS

The industrial relations of the Company have been cordial.

10. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on 30th April 2014, has constituted Nomination and Remuneration Committee.

There are no Directors/Employees who were in receipt of the remuneration as prescribed under Section 197 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under review and hence annexure required under the said Section is not attached.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2014-15, Ms Yogeshwary (DIN 06629965) who was appointed as an Additional Director of the Company at the meeting of the Board of Directors of the Company held on 31/07/2013 was appointed an Independent Director of the Company by the shareholders at the'Annual General Meeting held on 26th July 2014 to hold office for 5 (Five) consecutive years for a term upto 31st March 2019.

Further in compliance with the provisions of Section 149,152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs Gomathi A Vaidyanathan (DIN 01305781) and Mr K Bhakthavatsala Reddy (DIN 00697854) were appointed as Independent Directors of the Company at the Annual General Meeting held on 26th July 2014 to hold office for 5 (Five) consecutive years for a term upto 31st March 2019.

Pursuant to the provisions of Section 149,152,188 read with proviso under Section 197(4) and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Clause 49 of the Listing Agreement and in pursuance of the recommendation of the Nomination and Remuneration Committee, Mr T S Raju (DIN 01814633) was appointed as a Non-Executive Director of the Company for a period of 5 (Five) years.

12. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee Meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.

13. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March 2015, the applicable accounting standards and Schedule HI of the Companies Act, 2013 have been followed and there are no material departures from the same;

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 your Company as at 31st March 2015 and the Loss of the Company for the year ended 31st March 2015;

c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a 'going concern' basis.

e) proper internal financial control laid down by the Directors have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in force and that such systems were adequate and operating effectively.

15. AUDITORS AND AUDITORS' REPORT

At the Twenty Seventh Annual General Meeting of the Company, M/s. S Vishnu & Co, Chartered Accountants (Firm Registration No 005179S) were appointed as Auditors to hold office until the conclusion of the Twenty Eighth Annual General Meeting of the Company.

M/s. S Vishnu & Co, Chartered Accountants who retire at the ensuing Annual General Meeting of your Company are eligible for re-appointment. Your Company has received written consent and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that file appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder.

The Audit Committee and the Board of Directors recommend the appointment of M/s. S Vishnu & Co, CharteredAccountantsastheAuditorsof your Company for the financialyear2015-16 till the conclusion of next Annual General Meeting. The Auditors Report for the financial year. 2014-15 does not contain any qualification, reservation or adverse remark.

16. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act; 2013 read with file Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure (B) to this Report.

17. REAITEP PARTY TRANSACTIONS

During the financial year 2014-15 your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definition Details) Rules, 2014 which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Clause 49 of the Listing Agreement. During the financial year 2014-15, there were not transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of related party transactions as required under Accounting Standard-18 are set out in Notes to the financial statements forming part of this Annual Report.

The Form AOC -2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure(C) to this Report.

18. LOANS AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:-

A) Details of investments made by the Company in the equity shares as on 31st March 2015 (including investments made in the previous years)

Name of the entity Amount as at 31st March 2015

Munoth Investments Limited 3,34,000

B) The Company has neither given any loan nor issued any guarantees in accordance with section 186 of the Companies Act, 2013 read with the Rules issued thereunder.

19. RISK MANAGEMENT

As per the requirements of Clause 49 of the Listing Agreement, your Company has constituted a Risk Management Committee to" review risk management framework and discuss on risk mitigation plans.

There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

20. VIGIL MECHANISM

Your Company is committed to highest standards of ethical and legal standards. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section .177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

21. CORPORATE SOCIAL RESPONSIBILITY

The provisions of the Companies Act, 2013 on Corporate Social Responsibility are not applicable to the Company.

22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND ADAPTATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation Of energy, technology absorption and adaptation and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules for the financial year ended 31st March 2015 are NIL.

23. DETAILS OF INTERNAL FINANCIAL CONTROLS REALTED TO FINANCIAL STATEMENTS

Your Company has adopted accounting policies which- are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956 to the extent applicable. These are in accordance with generally accepted accounting principles in India.

24. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

25. GENERAL

a) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b) The Company does not have any ESOP Scheme for its employees/Directors.

26. APPRECIATION

Your Directors wish to convey their gratitude and appreciation to Government Departments, shareholders, bankers, business associates and employees for their continued support.

By Order of the Board For EPSOM PROPERTIES LIMITED

DR MOHAN SWAMI DIRECTOR

Registered Office Regency House, 2A, Second Floor, 250/7, Anna Salai, Teynampet, CHENNAI 600 006

Dated :15th July 2015


Mar 31, 2014

Dear Members,

The Directors present herewith the Twenty Seventh Annual Report on the Annual Accounts for the year ended 31st March 2014.

01. FINANCIAL RESULTS

The summarized financial results are given below .

S.No. Description For the year For the year ended ended 31st March 31st March 2014 2014 (Rs. In Lakhs) (Rs. in Lakhs)

01. Total Income 7.88 10.40

02. Total Expenditure 23.15 16.07

03. Profit/(Loss) before (15.27) (5.67) Interest and Depreciation

04. Interest Nil Nil

05. Profit/(Loss) before (15.27) (5.67) Depreciation

06. Depreciation 0.01 0.01

07. Profit/(Loss) before (15.28) (5.68) Taxation

08. Provision for Taxation Nil Nil

09. Profit/(Loss) after Taxation (15.28) (5.68) from ordinary activities

10. Extraordinary items (7.55) Nil

09. Net Profit/(Loss) (22.83) (5.68)

02. DIVIDEND

In view of loss, your Directors do not propose any dividend for the year ended 31st March 2014.

03. RESULTS OF QPERATIONS

The total income for the financial year ending on 31/03/2014 stands Rs. 7.88 lakhs as against Rs.10.40 lakhs for the financial year ending on 31/03/2013; that the total expenditure has increased from Rs. 16.07 lakhs for the financial year ending on 31/03/2013 to Rs. 23.15 lakhs for the financial year ending on 31/03/2014; that the net loss of the Company has gone up from Rs. 5.68 lakhs for the financial year ending on 31/03/2013 to Rs. 22.83 lakhs for the financial year ending on 31/03/2014.

04. OUTLOOK

The Outlook for the Company looks bright.

05. CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the Listing Agreement, a separate Report on Corporate Governance along with the Auditors Certificate on its compliance forms an integral part of this Report.

06. DEPLOYMENT Of PROCEEDS Of PREFERENTIAL ISSUE

The Company has kept the funds received from the promoters through preferential issue in fixed deposit with the IDBI Bank Limited and are deployed solely to meet long term and short term working capital requirements.

07. OPPORTUNITIES. CHALLENGES AND CONCERNS

Despite continued slow down and declining growth in the real estate sector, the Management is exploring various avenues to rejuvenate the operations. Towards this direction, M/s. Chase Perdana Sdn Bhd belonging to the promoter group has been kind enough to bring in funds to the tune of Rs. 5 crores by way of preferential allotment subject to obtaining the approval of all appropriate authorities. The Company has already initiated steps in obtaining tha approval of the Members by way of special resolution by postal ballot, approval from the Stock Exchanges Ind exemption from Securities and Exchange Board of India from take over regulations.

Persisting inflation, escalated interest rates and fluctuating foreign currency are challenges thrown open to the industry.

Nevertheless, the Directors are confident of converting the challenges into oppqrtunities - with the experience gained over a period of time.

Unfavourable factors such as economic slow down, inflationary pressure and political uncertainty and other external factors can affect the productivity of the Company.

08. FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under report.

09. INDUSTRIAL RELATIONS

The industrial relations of the Company have been cordial.

10. PERSONNEL

There are no employees who were in receipt of the remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year under review and hence annexure required under the said Section is not attached.

11. DIRECTORS

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Dr Mohan Swami, Director is liable to retire by rotation and being eligible, he offers himself for re-appointment.

The Board of Directors appointed Ms Yogeshwary as an Additional Director at the Board Meeting held 31st July 2013 who holds office upto the date of the ensuing Annual General Meeting. The Company has received notice pursuant to Section 160 of the Companies Act, 2013 proposing the candidature of Ms Yogeshwary for appointment as an Independent Director

The Company has received notices in writing from the Members proposing the candidature of Mrs Gomathi A Vaidyanathan and Mr K Bhakthavatsala Reddy for appointment as Independent Directors.

It is proposed to appoint Sri T S Raju, a Fellow Member of the Institute of Company Secretaries of India as a Non Executive Director to hold office for 5 (Five) years up to 31st March 2019 on a professional fee of Rs. 75,000/- per month pursuant to Section 149,152, 188 read with provisio under Section 197(4) and all other applicable provisions if any of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement

Appropriate resolutions for the appointment/re-appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice. Your Directors recommend their appointment/re-appointment as Directors of your Company.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) That in the preparation of accounts for the accounting period ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 year and the Loss of the Company for the year under review;

c) That the Directors have 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;

d) That the Directors have prepared the accounts for the year ended 31st March 2014 on a ''going concern'' basis.

13. AUDITORS

M/s. S Vishnu & Co, Chartered Accountants, the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

14. CONSERVATION Of ENERGY. TECHNOLOGY ABSORPTION AND ADAPTATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption and adaptation and foreign exchange earnings and outgo during the year under review are NIL.

15. APPRECIATION

Your Directors wish to convey their gratitude and appreciation to Government Departments, shareholders, bankers, business associates and employees for their continued support.

By order of the Board For EPSOM PROPERTIES LIMITED

DR MOHAN SWAMI DIRECTOR

Registered Office

Regency House, 2A, Second Floor, 250/7, Anna Salai, Teynampet, CHENNAI 600006

Dated : 30th April 2014


Mar 31, 2013

The Directors present herewith the Twenty Sixth Annual Report on the Annual Accounts for the year ended 31st March 2013.

01. Financial Results

The summarized financial results are given below .

For the year ended For the year ended S.No. Description 31st March 2013 31st March 2012 (Rs. in Lakhs) (Rs. in Lakhs)

01. Total Income 10.40 10.27

02. Total Expenditure (16.07) 15.29

03. Profit/(Loss) before Interest and (5.67) (5.02) Depreciation

04. Interest Nil Nil

05. Profit/(Loss) before Depreciation (5.67) (5.02)

06. Depreciation 0.01 0.01

07. Profit/(Loss) before Taxation (5.68) (5.03)

08. Provision for Taxation Nil Nil

09. Profit/(Loss)-after Taxation (5.68) (5.03)

02. Dividend

In view of loss, your Directors do not propose any dividend for the year ended 31st March 2013.

03. Operations

The total income for the financial year ending on 31/03/2013 stands Rs.10.40 lakhs as against Rs.10.27 lakhs for the financial year ending on 31/03/2012; that the total expenditure has marginally increased from Rs. 15.29 lakhs for the financial year ending on 31/03/2012 to Rs. 16.08 lakhs for the financial year ending on 31/03/2013; that the net loss of the Company has gone up from Rs. 5.03 lakhs for the financial year ending on 31/03/2012 to Rs.5.68 lakhs for the financial year ending on 31/03/2013.

04. Outlook

The Outlook for the Company looks bright.

05. Deployment of proceeds of preferential issue

The Company has kept the funds received from the promoters through preferential issue in fixed deposit with the IDBI Bank Limited and would be deployed solely for long term and short term working capital requirements. Further as per the directives of Reserve Bank of India, the unsecured loan of Rs. 22.23 lakhs received from Dr Mohan Swami, NRI Director was returned without any interest.

06. Opportunities, challenges, risks and concerns

Despite the declining growth of Indian economy, the Management is confident of improving the performance and generating business through diversified efforts.

Persisting inflation, escalated interest rates and fluctuating foreign currency are challenges thrown open to the industry.

Nevertheless, the Directors are confident of converting the challenges into opportunities with the experience gained over a period of time.

Unfavorable factors such as economic slowdown, inflationary pressure and political uncertainty and other external factors can affect the productivity of the Company.

07. Fixed Deposits

The Company has not accepted any deposits from the public during the year under report.

08. Industrial Relations

The industrial relations of the Company have been cordial.

09. Particulars of Employees

There are no employees who were in receipt of the remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year under review and hence annexure required under the said Section is not attached.

10.Retirement of Directors by rotation

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr K Bhakthavatsala Reddy, Director is liable to retire by rotation and being eligible, he offers himself for re-appointment.

11. Directors Responsibility Statement

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

a) That in the preparation of accounts for the accounting period ended 31 st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have 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 year and the Loss of the Company for the year under review;

c) That the Directors have 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;

d) That the Directors have prepared the accounts for the year ended 31st March 2013 on a ‘going concern'' basis.

12. Corporate Governance

The Company has complied with the requirements regarding Corporate Governance as required » under Clause 49 of the Listing Agreement with the Stock Exchanges where the Company''s shares are listed. A report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

13. Auditors

M/s. S Vishnu & Co, Chartered Accountants, the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

14. Conservation of energy, technology absorption and adaptation and foreign exchange earnings and outgo The particulars relating to convension of energy, technology absorption and adaptation and foreign exchange earnings and outgo during the year under review are NIL.

15. Acknowledgement

The Board of Director wishesto express its since appropriate to the government Departments, Shareholders, business associates and employees for their continued support.

By order of the Board

For EPSOM PROPERTIES LIMITED

DR MOHAN SWAMI

DIRECTOR

Registered Office

Regency House, 2A, Second floor,

250/7, Anna Salai, Teynampet,

CHENNAI 600 006

Dated :4th April 2013 ,


Mar 31, 2011

The Directors present herewith the Twenty Fourth Annual Report on the Annual Accounts for the year ended 31st March 2011.

01. Financial Results

The summarized financial results are given below.

S.No. Description For the year ended For the year ended 31st March 2011 31st March 2010 (Rs. in Lakhs) (Rs. in Lakhs)

01. Total Income 6.14 15.36

02. Total Expenditure 20.11 31.62

03. Profit/(Loss) before Interest & Depreciation (13.97) (16.26)

04. Interest Nil Nil

05. Profit/(Loss) before Depreciation (13.97) (16.26)

06. Depreciation Nil Nil

07. Profit/(Loss) before Taxation (13.97) (16.26)

08. Provision for Taxation Nil Nil

09. Profit/(Loss) after taxation (13.97) (16.26)

02. Dividend

In view of loss, your Directors do not propose any dividend for the year ended 31st March 2011.

03. Industry Structure and Development

As mentioned in the last Annual Report, in order to meet the long term and short term working capital requirements, the Company has issued and allotted 20,00,000 equity shares of Rs. 10/- each at a price of Rs. 10/- each as per Regulation 76 of SEBI (ICDR) Regulations to the promoters as under on preferential basis after obtaining the exemption from Takeover Panel for relaxation of the provisions of Regulation 11 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The Company has obtained the Listing approval and Trading approval from Bombay Stock Exchange Limited and Madras Stock Exchange Limited where the shares of the Company are listed for the preferential issue.

- 7,62,979 Nos. of equity shares of Rs. 10/- each allotted against conversion of unsecured loan of Rs.76,29,789/- brought in by Dr Mohan Swami as per the approval obtained from the Reserve Bank of India vide communication bearing Ref No. FE.CO.FID/22458/ 10.01.001/2008-09 dated 8th March 2010;

- 12,37,021 Nos. of equity shares of Rs. 10/- each to M/s. Chase Perdana Sdn. Bhd as per the approval obtained from the Reserve Bank of India vide communication bearing Ref No.FE.CO.FID/22458/10.01.001/2008-09 dated 8th March 2010;

The Board of Directors are grateful to Dr Mohan Swami and Chase Perdana Sdn Bhd for their invaluable support and timely assistance to tide over the financial crisis and meet the long term and short term working capital requirements.

04. Deployment of proceeds of preferential issue:-

The Company has kept the funds received from the promoters through preferential issue in fixed deposit with the IDBI Bank Limited and would be deployed solely for long term and short term working capital requirements.

05. Opportunities, challenges, risks and concerns

The Company is in the process of identifying core team to execute the business segments.

Cut throat competition coupled with higher costs in the inputs coupled with high inflationary levels are thrown open to the industry.

However, with the reputation enjoyed and wide experience of the promoters, the Company will be in a position to convert the challenges into opportunities.

Unfavourable factors such as policies of the Government and other external factors can affect the productivity of the Company.

06. Fixed Deposits

The Company has not accepted any deposits from the public during the year under report.

07. Industrial Relations

The industrial relations of the Company have been cordial.

08. Particulars of Employees

There are no employees who were in receipt of the remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year under review and hence annexure required under the said Section is not attached.

09.Retirement of Directors by rotation

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr Mohan Swami, Director is liable to retire by rotation and being eligible, he offers himself for re-appointment.

10. Directors Responsibility Statement

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

a) That in the preparation of accounts for the accounting period ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to materia^departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 year and the Loss of the Company for the year under review;

c) That the Directors have 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;

d) That the Directors have prepared the accounts for the year ended 31st March 2011 on a going concern basis.

11. Corporate Governance

The Company has complied with the requirements regarding Corporate Governance, as required under Clause 49 of the Listing Agreement with the Stock Exchanges where the Companys shares are listed. A report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

12. Auditors

M/s. S Vishnu & Co, Chartered Accountants, the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

13. Conservation of energy, technology absorption and adaptation and foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption and adaptation and foreign exchange earnings and outgo during the year under review are NIL.

14. Acknowledgement

The Board of Directors wishes to express its sincere appreciation to the Government Departments, shareholders, business associates and employees for their continued support.

By order of the Board For EPSOM PROPERTIES LIMITED

DR MOHAN SWAMI

DIRECTOR

Registered Office Regency House, 2A, Second Floor, 250/7, Anna Salai, Teynampet, CHENNAI 600 006

Dated: 30lhApril 2011


Mar 31, 2010

The Directors present herewith the Twenty Third Annual Report on the Annual Accounts for the year ended 31st March 2010.

01. Financial Results

The summarized financial results are given below .

For the year ended For the year ended S.No. Description 31st March 2010 31st March 2009 (Rs. in Lakhs) (Rs. in Lakhs)

01. Total Income 1.36 80.58

02. Total Expenditure 31.62 78.04

03. Profiti(Loss) before Interest and Depreciation (16.26) 2.54

04. Interest; Nil Nil

05. Profit/(Loss) before Depreciation (16.26) 2.54

06. Depreciation Nil Nil

07. Profit/(Loss) before Taxation (16.26) 2.54

08. Provision for Taxation Nil 0.30

09. Profit/(Loss) after Taxation (16.26) 2.24

02. Dividend

In view of loss, your Directors do not propose any dividend for the year ended 31st March 2010.

03. Industry Structure and Development

As mentioned in the last Annual Report, the Company has obtained the approval of the Government of India, Ministry of Industry & Commerce, Department of Industrial Policy & Promotion, FC Section, New Delhi for carrying out the business of development of serviced plots and construction of residential and commercial premises, business of manufacturers and distributors of all kinds of building materials and business of acquiring, improving and developing all rights in respect of leasehold and freehold rights or properties in which FDI upto 100% is permitted on the automatic route.

As the Members may be aware that the continuous losses for last many years resulted in the erosion of net worth of the Company and severe liquidity crunch. In order to tide over the financial crisis and to meet the long term and short term working capital requirements, it is considered expedient to create, offer for subscription, issue and allot 20,00,000 (Twenty Lakhs Only) equity shares of Rs. 10/- (Rupees Ten Only) each at the price of Rs. 10/- each or at such higher price as per Regulation 76 of SEBI (ICDR) Regulations to the promoters as under on preferential basis on such further terms and conditions as may be finalized by the Board of Directors to the persons belonging to the Promoter Group :-

7,62,979 Nos. of equity shares of Rs. 10/- each to be allotted against conversion of unsecured loan of Rs.76,29,789/- brought in by Dr Mohan Swami as per the approval obtained from the Reserve Bank of India vide communication bearing Ref No. FE.CO.FID/22458/10.01.001/2008-09 dated 8th March 2010;

12,37,021 Nos. of equity shares of Rs. 10/- each to M/s. Chase Perdana Sdn. Bhd as per the approval obtained from the Reserve Bank of India vide communication bearing Ref No.FE.CO.FID/22458/10.01.001/2008-09 dated 8th March 2010;

A separate agenda item is included in the Notice convening this Annual General Meeting for your approval by way of special resolution.

04. Opportunities, challenges, risks and concerns

The Company is well poised to capitalize on the situation and is in the process of identifying a core team to execute the business segments.

Cut throat competition coupled with higher costs in the inputs and cost of finance are thrown open to the industry.

However, with the experience gained over the years and possessed by the Management, the Company will oe in a position to convert the challenges into.opportunities.

Unfavourable factors such as policies of the Government and other external factors can affect the production and productivity of the Company.

05. Fixed Deposits

The Company has not accepted any deposits from the public during the year under report.

06. Industrial Relations

The industrial relations of the Company have been cordial.

07. Particulars of Employees

There are no employees who were in receipt of the remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year under review and hence annexure required under the said Section is not attached.

08.Retirement of Directors by rotation

In accordance with the provisions of the Companies Act," 1956 and the Articles of Association of the Company, Mr T S Raju, Director is liable to retire by rotation and being eligible, he offers himself for re- appointment.

09. Directors Responsibility Statement

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

a) That in the preparation of accounts for the accounting period ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 year and the loss of the Company for the year under review;

c) That the Directors have 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;

d) That the Directors have prepared the accounts for the year ended 31st March 2010 on a going concern basis.

10. Corporate Governance

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement with the Stock Exchanges where the Companys shares are listed. A report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

11. Auditors

M/s. S Vishnu & Co, Chartered Accountants, the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

12. Conservation of energy, technology absorption and adaptation and foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption and adaptation are NIL. The Company has earned foreign exchange to the tune of Rs. 14.78 lakhs and there is no foreign exchange outgo during the year under report.

13. Acknowledgement

The Board of Directors wishes to express its sincere appreciation to the Government Departments, shareholders, business associates and employees for their continued support.

By order of the Board of Directors For EPSOM PROPERTIES LIMITED

DR MOHAN SWAMI

DIRECTOR Registered Office

Regency House, 2A, Second Floor, 250/7, Anna Salai, Teynampet, CHENNAI 600 006

Dated: 30th April 2010



 
Subscribe now to get personal finance updates in your inbox!