Epsom Properties Ltd Directors Report.

BOARDS REPORT

To the Members

The Board of Directors has pleasure in presenting the 30th Annual Report and Audited Statement of Financial Statements for the year ended 31st March, 2017 together with the Independent Auditors Report.

01. FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March 2017 is summarized below:

Description For the year ended 31st March 2017 For the year ended 31st March 2016
(Rs. in Lakhs) (Rs. in Lakhs)
Total Income 2.33 2.63
Total Expenditure 15.63 23.50
Profit/(Loss) before Interest and Depreciation (13.30) (17.69)
Interest - -
Profit/(Loss) before Depreciation (13.30) (17.69)
Depreciation 0.01 0.01
Profit/(Loss) before Taxation (13.31) (17.70)
Provision for Taxation - -
Profit/(Loss) after Taxation from ordinary activities (13.31) (17.70)
Extraordinary items - -
Net Profit/(Loss) (13.31) (17.70)

02. RESULTS OF OPERATIONS

Your Board regrets to report that no commercial activities could be undertaken by the Company during the year under report. With deep concern, the Directors have been evaluating the various options available to the Company. The total income for the financial year ended on 31st March, 2017 stands Rs. 2.33 lakhs as against Rs. 2.63 lakhs for the financial year ended on 31st March, 2016; that the total expenditure has marginally decreased from Rs. 23.50 lakhs for the financial year ended on 31st March, 2016 to Rs. 15.63 lakhs for the financial year

ended on 31st March, 2017; that the net loss of the Company from ordinary activities has decreased to Rs. 13.31 lakhs for the financial year ended on 31st March, 2017 from Rs. 17.70 lakhs for the financial year ended on 31st March, 2016.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance in terms of Regulation 34 of the Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "LODR") along with a Certificate from a Chartered Accountant regarding compliance to the Conditions stipulated under Chapter IV of LODR is annexed as Annexure - I.

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.

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 2016-2017, 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.

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: 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 Crore, Forty Five Lakhs, 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, 2017.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes after 31st March, 2017 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 2017.

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. C. Shivakumar Reddy, Managing Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for reappointment. The list of the Directors of your Company is exhibited in the Corporate Governance Report.

Based on the recommendations of the Nomination and Remuneration Committee, Mr. Ravi Kumar Neeladri was appointed as an Independent Director of the Company for a period of 5 years. The resolution for approval of the said appointment by the Shareholders is covered in the Notice convening the 30th Annual General Meeting.

Mr. K. V. Narasimhan, CFO and Company Secretary of your Company resigned from the positions with effect from 28.10.2017 due to personal reasons. Your Board places on record its deep appreciation for the services rendered by him during his tenure. New candidate is being identified to fill up the positions.

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)

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 2017, the applicable accounting standards and Schedule III 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 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 ‘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.

AUDITORS AND AUDITORS REPORT:

At the Twenty Ninth Annual General Meeting of the Company, Messrs S Vishnu & Co, Chartered Accountants (Firm Registration No. 005179S) were appointed as Auditors to hold office until the conclusion of the Thirtieth Annual General Meeting of the Company.

Messrs 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 the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under.

The Audit Committee and the Board of Directors recommend the appointment of Messrs S Vishnu & Co, Chartered Accountants as the Auditors of your Company for the financial years 2017-18 and 2018-19 i.e till the conclusion of 32nd Annual General Meeting subject to the ratification of the appointment at the Annual general Meetings.

The Auditors Report for the financial year 2016-17 does not contain any qualification, reservation or adverse remark.

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. K.V. Sampath Kumar, Chennai, Practising Company Secretary 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.

REALTED PARTY TRANSACTIONS:

During the financial year 2016-17, 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 arms length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations). During the financial year 2016-17, 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 2017 (including investments made in the previous years)

Name of the entity Amount as at 31st March 2017 (in Rs.)
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 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 SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 on Corporate Social Responsibility are not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND ADAPTATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy-NA

Research and Development, Technology, Absorption, Adaptation and Innovation-NA Foreign Exchange Earnings and Outgo-NIL

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. There are in accordance with generally accepted accounting principles in India.

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.

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.

DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES

Pursuant to Sub Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the employees receiving remuneration more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand) per month, is not applicable to your Company.

There were no employees posted and working in a country outside India, not being Directors or relatives, drawing more than the amount prescribed under the Sub Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the details are not required to be circulated to the Members and also not required to be attached to this Annual Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Since there is no woman employee in the Company, disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not required.

ACKNOWLEDGEMENT

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future also.

By order of the Board

For EPSOM PROPERTIES LIMITED

K. Bhakthavatsala Reddy Dr. C. Sivakumar Reddy
Director Managing Director
DIN : 00697854 DIN: 0000809776
Place: Chennai
Date: 17.07.2017