Mar 31, 2019
To the Members
The Board of Directors has pleasure in presenting the 32nd Annual Report and Audited Financial Statements for the year ended 31st March, 2019, together with the Independent Auditorsâ Report.
FINANCIAL RESULTS
The financial performance of your Company for the year ended 31st March 2019 is summarized below:
Description |
For the year ended 31st March 2019 (Rs. in Lakhs) |
For the year ended 31st March 2018 (Rs. in Lakhs) |
Total Income |
0.34 |
1.31 |
Total Expenditure |
15.08 |
13.50 |
Profit/(Loss) before Interest and Depreciation |
(14.71) |
(12.19) |
Interest |
- |
- |
Profit/(Loss) before Depreciation |
(14.71) |
(12.19) |
Depreciation |
(0.03) |
0.00 |
Exceptional Items |
3.32 |
- |
Profit/(Loss) before Taxation |
(11.42) |
(12.19) |
Provision for Taxation |
- |
- |
Profit/(Loss) after Taxation from ordinary activities |
(11.42) |
(12.19) |
Extraordinary items |
- |
- |
Net Profit/(Loss) |
(11.42) |
(12.19) |
RESULTS OF OPERATIONS
The total income for the financial year ended on 31st March, 2019 stands Rs. 0.34 lakhs as against Rs. 1.32 lakhs for the financial year ended on 31st March, 2018; the total expenditure has marginally increased from Rs.13.50 lakhs for the financial year ended on 31st March, 2018 to Rs.15.08 lakhs for the financial year ended on 31st March, 2019; that the net loss of the Company from ordinary activities has decreased to Rs.11.42 lakhs for the financial year ended on 31st March, 2019 from Rs.12.17 lakhs for the financial year ended on 31st March, 2018.
Despite the best efforts, your Company could not carry on commercial activities during the year and the Directors are exploring various options and are confident that they will be able to find the projects this year.
CORPORATE GOVERNANCE
A separate Report on Corporate Governance in terms of Regulation 34 of the Listing Regulations along with a Certificate from a Chartered Accountant regarding compliance to the Conditions stipulated under Chapter IV of the Listing Regulations is annexed as Annexure - I.
SECRETARIAL COMPLIANCE CERTIFICATE
SEBI vide its Circular no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 has mandated all the Listed entities having its Equity Shares Listed on the Stock Exchange(s) to obtain the Annual Secretarial Compliance Report in the prescribed format from a Practising Company Secretary (PCS) from the financial year ended March 31, 2019 onwards and said Annual Secretarial Compliance Report should be submitted to the concerned Stock Exchanges within 60 days of the end of the financial year. The Annual Secretarial Compliance Report obtained from Mr. Vijayakrishna K.T was filed with the Stock Exchange within the prescribed time limit.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
A Certificate of non-disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from a Practising Company Secretary forms part of Corporate Governance Report.
DEPLOYMENT OF PROCEEDS OF PREFERENTIAL ISSUE
The Company has kept the funds received from the promoters through preferential issue in fixed deposit with the AXIS Bank Limited and are deployed solely to meet long term and short term working capital requirements.
OPPORTUNITIES, CHALLENGES AND CONCERNS
Your Company did not undertake any Commercial Activities during the year. Opportunities are being looked into for undertaking any commercial activities.
PUBLIC DEPOSITS
During the financial year 2018-19, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
INDUSTRIAL RELATIONS
The industrial relations of the Company have been cordial.
AMOUNT TRANSFERRED TO RESERVES
During the financial year the Company has not transferred any amount to the Reserves. CHANGES IN SHARE CAPITAL
There were no changes in the Capital Structure of the Company during the year under report. Capital structure remained as follows:
The Authorized Capital of the Company: Rs. 15,00,00,000 (Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakhs only) Equity Shares of Rs.10/- (Rupees Ten only) each.
The Issued, Subscribed and Paid up Capital of the Company: Rs. 7,45,28,000/- (Rupees Seven Crores Forty Five Lakhs and Twenty Eight Thousand only) divided into 74,52,800 (Seventy Four lakhs Fifty Two Thousand Eight Hundred) Equity Shares of Rs. 10/- (Rupees Ten only) each.
CHANGE IN THE NATURE OF BUSINESS
There were no changes in the nature of business of the Company during the financial year ended on 31st March, 2019.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no material changes after 31st March, 2019 till the signing of this Report.
INFORMATION ON THE FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JVS
The Company does not have any Subsidiaries/Associates/JVs.
DIVIDEND
In view of losses incurred, your Directors do not propose any dividend for the year ended 31st March 2019.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Mohan Swami (DIN: 00624075) Non Executive Director retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.
Based on the recommendations of the Nomination and Remuneration Committee, the Board appointed Ms. Priyanka Jangid as Company Secretary and Compliance Officer (KMP) of the Company with effect from 28th December, 2018. However, Ms. Priyanka Jangid was resigned from the Office of Company Secretary with effect from 4th April, 2019 due to personal reasons. New candidate is being identified to fill up the positions.
Further, based on the recommendations of the Nomination and Remuneration Committee, the Board appointed Mr. D. Ravindranath Reddy as Chief Financial Officer of the Company with effect from 28th March, 2019.
Further, based on the recommendations of the Nomination and Remuneration Committee and performance evaluation carried out during February 2019, the Board at its Meeting held on 30th May, 2019 re-appointed Ms. Yogeshwary, Ms. Gomathi Vaidyanathan and Mr. K. Bhakthavatsala Reddy as Independent Directors of the Company w.e.f. from 26th July, 2019 for second term for a period of five (5) consecutive years. Accordingly, Special Resolutions seeking their reappointments as Independent Directors of the Company is included in the Notice convening the Annual General Meeting.
Further, on the recommendation of NRC, the Board at its meeting held on 30th May, 2019 subject to the approval of Shareholders at the ensuing Annual General Meeting, reappointed Dr. C. Sivakumar Reddy as the Managing Director for a further period of three (3) years.
NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
The details of the number of Board and Audit Committee Meetings of the Company are exhibited in the Corporate Governance Report which forms part of this Report.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. (Annexure II).
All the Independent Directors have also confirmed under Regulation 16(b) of SEBI (LODR) Regulations, 2015 that they are not Non-Independent Director of another Company on the Board of which any non-independent Director of the listed entity is an independent Director.
DIRECTORSâ RESPONSIBILITY STATEMENT
In pursuance of Section 134(3)(c) of the Companies Act, 2013, the Directors hereby confirm that:
a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures from the same;
b) they 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 at the end of the financial year and of the profit and loss of the Company for that period;
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 âGoing 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.
AUDITORS AND AUDITORSâ REPORT
Messrs S Vishnu & Co, Chartered Accountants have completed their two terms as Statutory Auditors of the Company and their term ends on this Annual General Meeting.
In terms of the requirement of the Companies Act, 2013, it is proposed to appoint Messrs A.John Moris & Co., Chartered Accountants, Bangalore, having ICAI Firm Registration No. 007220 S, as Statutory Auditors of the Company for a term of five (5) years, to hold office from the conclusion of 32nd Annual General Meeting to be held on 22nd July, 2019 until the conclusion of 37th Annual General Meeting.
Your Company has received written consent and a certificate from Messrs A.John Moris & Co., 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 the 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 Messrs A.John Moris & Co., Chartered Accountants as the Auditors of your Company from the conclusion of 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting.
Material Uncertainty Related to Going Concern
We draw attention to Note âb'' of the significant accounting policies regarding preparation of the financial statements, which indicates that the Company incurred a net loss of Rs.11,41,907 during the year ended March 31, 2019 and , as on that date, the Company''s 99% of capital has been wiped out by accumulated loss. These events or conditions, along with other matters as set forth in Note âb'', indicate that a material uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Boardâs Response
Your Company is looking at the various options available to undertake commercial activities in future.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vishwanath Shivaprakash, Practising Company Secretary, Bangalore to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed as Annexure - III to this Report.
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 the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure- IV to this Report.
RELATED PARTY TRANSACTIONS
During the financial year 2018-19, your Company has not 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 arm''s length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Regulation 23 of Listing Regulations. During the financial year 2018-19, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.
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, 2019 (including investments made in the previous years)
Name of the entity |
Amount as at 31st March 2019 (in Rs) |
Mouth Investments Limited |
3,34,100 |
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 there under.
RISK MANAGEMENT
The Company has formulated a Risk Management Policy and a mechanism to apprise the Board about risk assessment and mitigation procedure. It also undertakes periodical review to ensure that Executive Management Controls risks by means of properly designed risk management framework.
There are no risks which in the opinion of the Board threaten the existence of the Company. VIGIL MECHANISM
Your Company is committed to highest 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 as per Regulation 4(2)(d)(iv) of the Listing Regulations.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 on Corporate Social Responsibility are not applicable to the Company.
By order of the Board For EPSOM PROPERTIES LIMITED
Place: Chennai K. Bhakthavatsala Reddy Dr. C. Sivakumar Reddy
Date: 30.05.2019 Director Managing Director
DIN : 00697854 DIN: 0000809776
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 Âgoing 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