To the Members
The Board of Directors has pleasure in presenting the 30th Annual Report andAudited Statement of Financial Statements for the year ended 31st March 2017together with the Independent Auditors' Report.
01. FINANCIAL RESULTS
The financial performance of your Company for the year ended 31st March 2017is 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 theCompany during the year under report. With deep concern the Directors have beenevaluating the various options available to the Company. The total income for thefinancial 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 totalexpenditure has marginally decreased from Rs. 23.50 lakhs for the financial year ended on31st March 2016 to Rs. 15.63 lakhs for the financial year
ended on 31st March 2017; that the net loss of the Company from ordinaryactivities has decreased to Rs. 13.31 lakhs for the financial year ended on 31stMarch 2017 from Rs. 17.70 lakhs for the financial year ended on 31st March2016.
A separate Report on Corporate Governance in terms of Regulation 34 of the Securitiesand Exchange Board of India (listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred as "LODR") along with a Certificate from a CharteredAccountant regarding compliance to the Conditions stipulated under Chapter IV of LODR isannexed as Annexure - I.
DEPLOYMENT OF PROCEEDS OF PREFERENTIAL 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.
OPPORTUNITIES CHALLENGES AND CONCERNS
Your Company did not undertake any Commercial Activities during the year. Opportunitiesare being looked into for undertaking any commercial activities.
During the financial year 2016-2017 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.
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 underreport. Capital structure remained as follows:
The Authorized Capital of the Company: 150000000 (Rupees Fifteen Crores only)divided into 15000000 (One Crore Fifty Lakhs only) Equity Shares of Rs.10/- (Rupees Tenonly) each.
The Issued Subscribed and Paid up Capital of the Company: Rs. 74528000/- (RupeesSeven Crore Forty Five Lakhs Twenty Eight Thousand only) divided into 7452800 (SeventyFour 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 financialyear 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 ofthis Report.
INFORMATION ON THE FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/
The Company does not have any Subsidiaries/Associates/JVs.
In view of losses incurred your Directors do not propose any dividend for the yearended 31st March 2017.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In terms of the provisions of the Companies Act 2013 and the Articles of Associationof the Company Dr. C. Shivakumar Reddy Managing Director retires by rotation at theforthcoming Annual General Meeting and is eligible for reappointment. The list of theDirectors of your Company is exhibited in the Corporate Governance Report.
Based on the recommendations of the Nomination and Remuneration Committee Mr. RaviKumar Neeladri was appointed as an Independent Director of the Company for a period of 5years. The resolution for approval of the said appointment by the Shareholders is coveredin the Notice convening the 30th Annual General Meeting.
Mr. K. V. Narasimhan CFO and Company Secretary of your Company resigned from thepositions with effect from 28.10.2017 due to personal reasons. Your Board places on recordits deep appreciation for the services rendered by him during his tenure. New candidate isbeing 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 areexhibited 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 underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofIndependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofthe 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 confirmthat:
a) in the preparation of the Annual Accounts for the Financial Year ended 31stMarch 2017 the applicable accounting standards and Schedule III of the Companies Act2013 have been 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 at the end of the financial year and ofthe profit and loss of the company for that period;
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.
AUDITORS AND AUDITORS' REPORT:
At the Twenty Ninth Annual General Meeting of the Company Messrs S Vishnu & CoChartered Accountants (Firm Registration No. 005179S) were appointed as Auditors to holdoffice until the conclusion of the Thirtieth Annual General Meeting of the Company.
Messrs S. Vishnu & Co Chartered Accountants who retire at the ensuing AnnualGeneral Meeting of your Company are eligible for re-appointment. Your Company has receivedwritten consent and a certificate that they satisfy the criteria provided under Section141 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014and that the appointment if made shall be in accordance with the applicable provisionsof the Companies Act 2013 and rules issued there under.
The Audit Committee and the Board of Directors recommend the appointment of Messrs SVishnu & Co Chartered Accountants as the Auditors of your Company for the financialyears 2017-18 and 2018-19 i.e till the conclusion of 32nd Annual GeneralMeeting 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 qualificationreservation or adverse remark.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. K.V. Sampath Kumar Chennai Practising Company Secretary to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed asAnnexure - III to this Report.
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 the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure IV to thisReport.
REALTED PARTY TRANSACTIONS:
During the financial year 2016-17 your Company has not 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 ordinarycourse of business and on arms length basis and in accordance with the provisions of theCompanies Act 2013 Rules issued thereunder and Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations').During the financial year 2016-17 there were no transactions with related parties whichqualify as material transactions under the Listing Regulations.
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 31stMarch 2017 (including investments made in the previous years)
|Name of the entity ||Amount as at 31st March 2017 (in Rs.) |
|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 there under.
The Company has formulated a Risk Management Policy and a mechanism to apprise theBoard about risk assessment and mitigation procedure. It also undertakes periodical reviewto ensure that Executive Management Controls risks by means of properly designed riskmanagement framework.
There are no risks which in the opinion of the Board threaten the existence of theCompany. VIGIL MECHANISM:
Your Company is committed to highest ethical and legal standards. Accordingly theBoard of Directors have formulated a Whistle Blower Policy which is in compliance with theprovisions of Section 177 (10) of the Companies Act 2013 and as per Regulation4(2)(d)(iv) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act 2013 on Corporate SocialResponsibility are not applicable to the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND ADAPTATION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
Conservation of Energy-NA
Research and Development Technology Absorption Adaptation and Innovation-NA ForeignExchange 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 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. There are in accordancewith 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 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.
DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES
Pursuant to Sub Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the details of the employees receiving remuneration more than Rs.10200000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 850000/- (RupeesEight Lakhs Fifty Thousand) per month is not applicable to your Company.
There were no employees posted and working in a country outside India not beingDirectors or relatives drawing more than the amount prescribed under the Sub Rule 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Hencethe details are not required to be circulated to the Members and also not required to beattached to this Annual Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Since there is no woman employee in the Company disclosure under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 is not required.
Your Directors recognize the continued support extended by all the Shareholders andgratefully acknowledge with a firm belief that the support and trust will continue in thefuture 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 || |