To the Members
Your Directors present herewith the Twenty Eighth Annual Report on the Annual Accountsfor the year ended 31 st March 2015.
01 FINANCIAL RESULTS
The financial performance of your Company for the year ended 31st March 2015 issummarized below
|Description ||For the year ended 31st March 2015 (Rs. in Lakhs) ||For the year ended 31st March 2014 (Rs. in Lakhs) |
|01. Total Income ||5.81 ||7.88 |
|02. Total Expenditure ||23.50 ||23.15 |
|03. Profit/(Loss) before Interest and Depreciation ||(17.69) ||(15.27) |
|04. Interest || ||- |
|05. Profit/(Loss) before Depreciation ||(17.69) ||(15.27) |
|06. Depreciation ||0.01 ||0.01 |
|07. Proflt/(Loss) before Taxation ||(17. 70) ||(15.28) |
|08. Provision for Taxation ||- || |
|09. Profit/(Loss) after Taxation from ordinary activities ||(17.70) ||(15.28) |
|10. Extraordinary items || ||(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 asagainst Rs. 7.88 lakhs for the financial year ending on 31/03/2014; that the totalexpenditure has maryinally increased from Rs. 23.15 lakhs for the financial year ending on31/03/2014 to Rs. 23.50 lakhs for the financial year ending on 31/03/2015; that the netloss of the Company from ordinary activities has increased from Rs. 15.28 lakhs for thefinancial year ending on 31/03/2014 to Rs. 17.70 lakhs for the financial year ending on31/03/2015.
In view of loss your Directors do not propose any dividend for the year ended 31stMarch 2015.
The Outlook for the Company looks Bright.
05. CORPORATE GOVERNANCE
In compliance with the requirements of Clause 49 of the Listing Agreement a separateReport on Corporate Governance along with the Auditors Certificate on its compliance formsan integral part of this Report. -
06. DEPLOYMENT OF PROCEEDS OF-PREF&RENT1AL ISSUE
The Company has kept the funds received from the promoters through preferential issuein fixed deposit with the IDBI Bank Limited and are deployed solely to meet long term andshort term working capital requirements.
07. OPPORTUNITIES. CHALLENGES AND CONCERNS
The Company has obtained the approval of shareholders by way of special resolution bypostal ballot on 30/06/2014 and the "in-principle" approval from BSE Limitedunder Clause 24 of the Listing Agreement vide communication bearing RefDCS/PREF/NJ/PRE/245/2014-15 dated 15th July 2014 for issue of 5000000 equityshares 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 andTakeovers) Regulations 2011 the Promoters made an application with Securities andExchange Board of India (SEBI) for specific exemption from Takeover Panel for relaxationof the provisions of Regulation 3and 4 of SEBI (Substantial Acquisition of Shares andTakeovers) Regulations 2011; that pending receipt of exemption from SEBI promoters havewithdrawn the application.
Continued recession in the real estate sector cut-throat competition and fluctuatingforeign currency are' challenges thrown open to the industry.
Nevertheless the Directors are confident of converting the challenges intoopportunities with the experience gained over a period of time.
Unfavourable factors such as economic slow down infiationary pressure and otherexternal factors can affect the productivity of the Company.
08. PUBLIC DEPOSITS
During the financial year 2014-2015 your Company has not accepted any deposit withinthe 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 ANDPARTICULARS OF EMPLOYEES
In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement theBoard of Directors at their meeting held on 30th April 2014 has constitutedNomination and Remuneration Committee.
There are no Directors/Employees who were in receipt of the remuneration as prescribedunder Section 197 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 during the year under review and henceannexure 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 anAdditional Director of the Company at the meeting of the Board of Directors of the Companyheld on 31/07/2013 was appointed an Independent Director of the Company by theshareholders at the Annual General Meeting held on 26th July 2014 to holdoffice for 5 (Five) consecutive years for a term upto 31st March 2019.
Further in compliance with the provisions of Section 149152 read with Schedule IV andall other applicable provisions if any of the Companies Act 2013 and Companies(Appointment and Qualification of Directors) Rules 2014 Mrs Gomathi A Vaidyanathan (DIN01305781) and Mr K Bhakthavatsala Reddy (DIN 00697854) were appointed as IndependentDirectors of the Company at the Annual General Meeting held on 26th July 2014 to holdoffice for 5 (Five) consecutive years for a term upto 31st March 2019.
Pursuant to the provisions of Section 149152188 read with proviso under Section197(4) and all other applicable provisions if any of the Companies Act 2013 land theCompanies (Appointment and Qualification of Directors) Rules 2014 Clause 49 of theListing Agreement and in pursuance of the recommendation of the Nomination andRemuneration Committee Mr T S Raju (DIN 01814633) was appointed as a Non-ExecutiveDirector 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 foe Company are setout in foe Corporate Governance Report which forms part of this Report.
13. DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well as Clause49 of the Listing Agreement.
14. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the Section 134(3)(c) of foe Companies Act 2013 the Directors confirmthat:
a) in the preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards and Schedule III of the Companies Act 2013 havebeen followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2015 and the Loss ofthe Company for the year ended 31st March 2015;
c) proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 bythe Company and that such internal financial controls are adequate and were operatingeffectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws werein 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 & CoChartered Accountants (Firm Registration No 005179S) were appointed as Auditors to holdoffice 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 GeneralMeeting of your Company are eligible for re-appointment. Your Company has received writtenconsent and a certificate that they satisfy the criteria provided under Section 141 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 and that theappointment if made shall be in accordance with the applicable provisions of theCompanies Act 2013 and rules issued thereunder.
The Audit Committee and the Board of Directors recommend the appointment of M/s. SVishnu & Co Chartered Accountants as the Auditors of your Company for the financialyear 2015-16 till the conclusion of next Annual General Meeting. The Auditors Report forfire financial year. 2014-15 does not contain any qualification reservation or adverseremark.
16. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 inaccordance with Section 92(3) of the Companies Act; 2013 read with fire Companies(Management and Administration) Rules 2014 are set out herewith as Annexure (B) to thisReport.
17. RELATED PARTY TRANSACTIONS
During the financial year 2014-15 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definition
Details) Rules 2014 which were in the ordinary course of business and on arms lengthbasis and in accordance with the provisions of the Companies Act 2013 Rules issuedthereunder and Clause 49 of the Listing Agreement. During the financial year 2014-15there were not transactions with related parties which qualify as material transactionsunder the Listing Agreement.
The details of related party transactions as required under Accounting Standard -18 areset 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 Rule8(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 CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows :-
A) Details of investments made by the Company in the equity shares as on 31st March2015 (including investments made in the previous years)
|Name of the entity ||Amount as at 31st March 2015 |
|Munoth Investments Limited ||334000 |
B) The Company has neither given any loan nor issued any guarantees in accordance withSection 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 hasconstituted a Risk Management Committee to" review risk management framework anddiscuss on risk mitigation plans.
There are no risks which in the opinion of the Board threaten the existence of theCompany. However some of the risks which may pose challenges are set out in theManagement 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 incompliance with the provisions of Section .177 (10) of the Companies Act 2013 and Clause49 of the Listing Agreement.
21 .CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act 2013 on Corporate Social Responsibility are notapplicable to the Company.
22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND ADAPTATION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars relating to conservation of energy technology absorption andadaptation and foreign exchange earnings and outgo as stipulated under Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules for the financial year ended31st 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 AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and relevant provisions ofthe Companies Act 1956 to the extent applicable. These are in accordance with generallyaccepted accounting principles in India.
24. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
a) The Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and
b) The Company does not have any ESOP Scheme for its employees/Directors.
Your Directors wish to convey their gratitude and appreciation to GovernmentDepartments shareholders bankers business associates and employees for their continuedsupport.
By Order of the Board
For EPSOM PROPERTIES LIMITED
DR MOHAN SWAMI