To the Members
The Board of Directors has pleasure in presenting the 33rd Annual Report andAudited Financial Statements for the year ended 31st March 2020 together withthe Independent Auditors' Report.
The financial performance of your Company for the year ended 31st March 2020is summarized below:
|Description ||For the year ended 31st March 2020 ||For the year ended 31st March 2019 |
| ||(Rs. in Lakhs) ||(Rs. in Lakhs) |
|Total Income ||11.45 ||0.33 |
|Total Expenditure ||21.84 ||15.08 |
|Profit/(Loss) before Interest and Depreciation ||(10.41) ||(14.71) |
|Interest ||- ||- |
|Profit/(Loss) before Depreciation ||(10.41) ||(14.71) |
|Depreciation ||(0.02) ||(0.03) |
|Exceptional Items ||- ||3.32 |
|Profit/(Loss) before Taxation ||(10.38) ||(11.36) |
|Provision for Taxation ||- ||- |
|Profit/(Loss) after Taxation from ordinary activities ||(10.38) ||(11.36) |
|Extraordinary items ||- ||- |
|Net Profit/(Loss) ||(10.38) ||(11.36) |
RESULTS OF OPERATIONS
The total income for the financial year ended on 31st March 2020 stands Rs.11.45 Lakhs as against Rs. 0.33 Lakhs for the financial year ended on 31stMarch 2019; the total expenditure has marginally increased from Rs. 15.08 Lakhs for thefinancial year ended on 31st March 2019 to Rs. 21.84 Lakhs for the financialyear ended on 31st March 2020; that the net loss of the Company from ordinaryactivities has decreased to Rs.10.38 Lakhs for the financial year ended on 31stMarch 2020 from Rs. 11.36 Lakhs for the financial year ended on 31st March2019.
With best efforts your Company undertook to render Consultation Study on renderingvarious services to the projects of Chase Perdana Sdn. Bhd. Malaysia during the year.
An Open Offer in accordance with Regulations 3(1) and 4 of SEBI (SubstantialAcquisition and Takeover) Regulations 2011 was made by Mrs. Vellanki Jhansilaxmi (aliasVellanki Jhansilakshmi) for acquisition of 1937728 (Nineteen Lakhs Thirty Seven ThousandSeven Hundred and Twenty Eight only) Equity Shares of Rs. 10/- each. The Company extendedits full support and cooperation as mandated by the applicable laws.
In response to the Open Offer made by Mrs. Vellanki Jhansilaxmi (alias VellankiJhansilakshmi) 1292 Equity Shares of the Company were surrendered at the close of theOpen Offer. The post Offer Shareholding of Mrs. Vellanki Jhansilaxmi (alias VellankiJhansilakshmi) resulted in to 56.32% and Shareholding of the general Public resulted in to43.68%.
LOCKDOWN -COVID 19 AND ITS IMPACT ON THE BUSINESS
It is quite unfortunate and sad that Corona Virus has caused significant healthconcerns across the Globe and resulted in multiple deaths. Social distancing being theonly and the first compulsory remedy entire World was forced to observe Lockdown. Thanksto early initiatives taken India declared Lockdown from 24th March 2020 and ison. Your Company complied with the directions of the Government of India the Governmentof Tamil Nadu and the relevant authorities and strictly adhered to the Lockdown in itsfacilities and at all Offices. The employees vendors customers outsourcing agenciesConsultants and other acquaintances had to suspend their operations almost fully.Considering the reduced volume business Work from Home concept was adopted during theLockdown as per the Guidance of the Governments.
Since there are no commercial activities from recent past the Company is not muchimpacted by CoVID 19 pandemic.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In view of completion Open Offer the Board of your Company is proposed to bereconstituted as per the requirement of new acquirer. All existing Directors except Mr. K.Bhaktavatsala Reddy has offered their resignation to step down from Directorship of theCompany and new Directors with requisite qualifications and experience are proposed to beappointed as the Directors of the Company with effect from the date of this Annual GeneralMeeting and the profiles of proposed Directors are included in the Notice convening the 33rdAnnual General Meeting seeking approval of Shareholders for their appointments.
Mr. Ravi Kumar Neeladri resigned from the Offices of Director and Independent Directorof the Company with effect from 22nd July 2019. He has confirmed that therewere no material reasons other than personal reasons including new professionalcommitments.
Mrs. Gomathi Appathurai Vaidyanathan who was appointed as Independent Director of theCompany for a period of five years with effect from 26th July 2014 ceased tobe Director and Independent Director of the Company with effect from 25th July2019 upon completion of her term.
Dr. C. Sivakumar Reddy who was appointed as Managing Director for a period of 3 yearsceased to be the Managing Director of the Company with effect from 22ndSeptember 2019. However Dr. C. Sivakumar Reddy continues to be Non-Executive Director ofthe Company.
Based on the recommendations of the Nomination and Remuneration Committee Mr. MallourRajesh Kumar was appointed as an Additional Director and as Managing Director of theCompany of the Company. Accordingly resolutions seeking appointment of Mr. Mallour RajeshKumar as a Director and Managing Director of the Company are included in the Noticeconvening the 33rd Annual General Meeting. Appointments of new Directors areproposed at the ensuing annual General Meeting and the details thereof are exhibited inthe Notice convening the Annual General Meeting.
Ms. Priyanka Jangid resigned from the Office of Company Secretary and ComplianceOfficer with effect from 4th April 2019 due to personal reasons. Furtherbased on the recommendations of the Nomination and Remuneration Committee the Boardappointed Ms. Sapna Tanwar as Company Secretary and Compliance Officer (KMP) of theCompany with effect from 30th September 2019.
Mr. D. Ravindranath Reddy resigned from the Office of Chief Financial Officer (CFO) ofthe Company with effect from 31st March 2020 in view of Open Offer and changein the Management of the Company.
Post Financial Year Ms. Sapna Tanwar resigned from the Office of Company Secretary andCompliance Officer with effect from 30th June 2020 in view of Open Offer andchange in the Management of the Company.
NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
During the financial year ended 31st March 2020 Seven (7) Meetings of theBoard of Directors were held and the maximum time gap between 2 (two) meetings did notexceed one hundred and twenty days. The details of the Board Meetings are on 30thMay 2019 22nd July 2019 30th September 2019 4thNovember 2019 5th January 2020 11th February 2020 and 21stMarch 2020.
Details of attendance at Board Meetings and at the AGM held during the year are asfollows:
| || |
Board Meetings details
|Attendance at Last AGM |
|Name of the Director ||Held ||Attended ||on 22.07.2019 |
|Dr. C. Sivakumar Reddy (Managing Director upto 22.09.2019) ||7 ||1 ||No |
|Dr. Mohan Swami ||7 ||4 ||No |
|Mrs. Gomathi A Vaidyanathan (upto 25.07.2019) ||7 ||0 ||No |
|Mr. K Bhakthavatsala Reddy ||7 ||2 ||Yes |
|Ms. Yogeshwary ||7 ||6 ||Yes |
|Mr. Ravi Kumar Neeladri (upto 22.7.2019) ||7 ||1 ||No |
|Mr. Sathappan Ga neson Narayanan (w.e.f. 25.7.2019) ||7 ||5 ||NA |
|Mr. Mallour Rajesh Kumar (w.e.f. 21.3.2020) ||7 ||NA ||NA |
1. AUDIT COMMITTEE
During the year under review four meetings were held on 30th May 2019 22ndJuly 2019 4th November 2019 and 11th February 2020.
|Name of the Member ||Nature ot Membership ||No. of Meetings held ||Attendance |
|Mr. K Bhakthavatsala Reddy ||Chairman ||4 ||2 |
|Mr. Ravi Kumar Neeladri (upto 22.07.2019 ||Member ||4 ||2 |
|Mrs. Gomathi A Vaidyanathan (upto 25.07.2019) ||Member ||4 ||0 |
|Ms. Yogeshwary (w.e.f 22.07.2019) ||Member ||4 ||2 |
|Mr. Sathappan Ganeson Narayanan (w.e.f. 25.07.2019) ||Member ||4 ||2 |
2. NOMINATION AND REMUNERATION COMMITTEE
During the year under review four meetings were held on 30th May 2019 22ndJuly 2019 30th September 2019 and 21st March 2020.
|Name of the Member ||Nature of Membership ||No. of meetings held ||Attendance |
|Mr. K. Bhakthavatsala Reddy ||Chairman ||4 ||2 |
|Mrs. Gomathi A Vaidyanathan (upto 25.07.2019) ||Member ||4 ||0 |
|Ms. Yogeshwary ||Member ||4 ||3 |
|Mr. Ravi Kumar Neeladri (upto 22.07.2019) ||Member ||4 ||2 |
|Mr. Sathappan Ganeson Narayanan (w.e.f. 25.07.2019) ||Member ||4 ||2 |
3. STAKEHOLDERS' RELATIONSHIP COMMITTEE
During the year under review one meeting was held on 11th February 2020
|Name of the Member ||Nature of Membership ||No. of meetings held ||Attendance |
|Mr. K. Bhakthavatsala Reddy ||Chairman ||1 ||0 |
|Ms. Yogeshwary ||Member ||1 ||1 |
|Mr. Sathappan Ganeson Narayanan (w.e.f. 25.07.2019) ||Member ||1 ||1 |
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 of Independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI (LODR)Regulations 2015). (Annexure I).
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 theBoard of which any Non-Independent Director of the listed entity is an IndependentDirector.
DIRECTORS' RESPONSIBILITY STATEMENT
In pursuance of Section 134(3)(c) of the Companies Act 2013 the Directors herebyconfirm that:
a) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed and there are no material departures from the same;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company at the end of the financial year and of the profitand 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.
Pursuant to the provisions of Regulation 15(2) of SEBI (LODR) Regulations 2015Compliance with the Corporate Governance provisions as specified in the Regulations 17 to27 and clause (b) to (i) of Regulation 46(2) and Para C D and E of Schedule V shall notapply to listed entities having Paid-up Equity Share Capital not exceeding Rs.10 Croresand Net Worth not exceeding Rs. 25 Crores as on the last date of previous financial year.
The Company being falling under the specified limits of the above Regulationrequirement of giving Corporate Governance Report in Annual Report as per the Para C ofthe Schedule V is exempted to the Company and hence not required to be prepared.
DEPLOYMENT OF PROCEEDS OF PREFERENTIAL ISSUE
The Company has kept the funds received from the promoters through preferential issuein fixed deposit with the AXIS 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 2019-20 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of Companies Act 2013 read with the Companies (Acceptanceof 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: Rs. 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 Crores Forty Five Lakhs and Twenty Eight Thousand only) divided into 7452800(Seventy Four lakhs Fifty Two Thousand Eight Hundred) Equity Shares of Rs. 10/- (RupeesTen only) each.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments which occurred affecting the financialposition of the Company between 31st March 2020 and the date on which thisreport has been signed except that the share transfers have been effected between thePromoters and Acquirer post completion of Open Offer.
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 2020.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no material changes after 31st March 2020 till the signing ofthis Report except that the share transfers have been effected between the Promoters andAcquirer post completion of Open Offer.
INFORMATION ON THE FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES/ JVS
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 2020.
MANAGEMENT DISCUSSION AND ANALYSIS
The Managements Discussion and Analysis forms an integral part of this report and givesthe details of the overview internal control systems and their adequacy and operationalperformance of the Company.
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.
The Company's policy relating to appointment of directors payment of managerialremuneration directors' qualifications positive attributes independence of directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isplaced on the website of the Company at http://epsom.in/code ofconduct/4.NOMINATION%20AND%20REMUNERATION%2QPOLICY.pdf.
MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company had met on 11th February 2020during the year to review the performance of Non-Independent Directors and the Board as awhole to review the performance of the Chairman of the Company and Non-ExecutiveDirectors and other items as stipulated under the Listing Regulations. The IndependentDirectors have also declared their independence.
ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD ITS COMMITTEES AND OF INDIVIDUALDIRECTORS
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual Directors pursuant to the provisions of the CompaniesAct 2013.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors based on criteria such as Board structure and composition formation anddelegation of responsibilities to Committees Board processes and their effectivenessdegree of effective communication with the stakeholders.
The performance of the Board Committees was evaluated by the Board after seeking inputsfrom the Committee members based on criteria such as Committee composition structureeffectiveness of Committee Meetings.
Independent Directors of the Company provided their views on performance ofNonIndependent Directors and the Board as a whole considering the views of ExecutiveDirectors and Non-Executive Directors.
Your Board has evaluated the Independent Directors and confirms that all IndependentDirectors fulfilled the independence criteria as specified in SEBI Listing Regulations andtheir independence from the management
AUDITORS AND AUDITORS' REPORT
At the Thirty Second Annual General Meeting of the Company Messrs A.John Moris &Co. Chartered Accountants Chennai having ICAI Firm Registration No. 007220S wereappointed as Auditors to hold office until the conclusion of the Thirty Seventh AnnualGeneral Meeting of the Company.
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. Vijayakrishna K T Bangalore Practising Company Secretary to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed as Annexure- II 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-III tothis Report.
RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements with Related Parties referred to inSection 188(1) of the Companies Act 2013 for the Financial Year 2019-20 in the prescribedformat AOC 2 is enclosed as Annexure - IV as a part of this Annual Report.
LOANS GUARANTEES 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 March2020 (including investments made in the previous years)
|Name of the entity ||Amount as at 31st March 2020 (in Rs.) |
|Munoth Investments Limited ||334100 |
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 Listing Regulations.
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 |
|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 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.
RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT OFCOMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY
No Director has received any commission from your Company or from Holding or SubsidiaryCompany.
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 only) 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
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal)
Act 2013. However the Company has not constituted Internal Complaints Committee (ICC)due to having less than ten workers.
The following is a summary of sexual harassment complaints received and disposed-offduring the financial year 2019-20:
|No of complaints received: ||: NIL |
|No of complaints disposed: ||: NIL |
|No. of complaints pending: ||: NIL |
INVESTORS' EDUCATION AND PROTECTION FUND
Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed Dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the Rules the Shares on which Dividend has not been paid orclaimed by the Shareholders for seven consecutive years or more shall also be transferredto the Demat account of the IEPF Authority.
During the year under review there were no unpaid or unclaimed amounts required to betransferred to IEPF account.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013. Further no case of Fraud has been reported to theManagement from any other sources.
COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.
MAINTENANCE OF COST RECORDS
Maintenance of Cost Records as specified by the Central Government under Sub-Section(1) of Section 148 of the Companies Act 2013 is not applicable to the Company.
CODE OF CONDUCT
The Board of Directors has already adopted the Code of Ethics and Business Conduct forthe Directors and Senior Management personnel. This code is a comprehensive codeapplicable to all Directors Executive as well as Non - executive and members of theSenior Management. The Code has been circulated to all the members of the Board and SeniorManagement Personnel and compliance of the same has been affirmed by them. A declarationgiven by the Managing Director is attached as Annexure-V of the Board of Director'sReport.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany.
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 of Directors |
| || ||For EPSOM Properties Limited |
|Place: Hyderabad ||Mallour Rajesh Kumar ||Kandala Bhakthavatsala |
|Date: 30.06.2020 ||Managing Director ||Reddy |
| ||DIN: 08125774 ||Director |
| ||[Address: 7-2-1669 Athena ||DIN:00697854 |
| ||C 504 Lodha Apartments ||[Address: #3 2nd Floor |
| ||Sanath Nagar Hyderabad 500018] ||19th Cross 17th Main Road 3rd Sector HSR |
| || ||Layout Bengaluru 560102] |