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Epsom Properties Ltd.

BSE: 531155 Sector: Infrastructure
NSE: N.A. ISIN Code: INE601F01016
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OPEN 3.80
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VOLUME 500
52-Week high 8.50
52-Week low 3.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Epsom Properties Ltd. (EPSOMPROPERTIES) - Director Report

Company director report

To the Members

The Board of Directors has pleasure in presenting the 34th Annual Report andAudited Financial Statements for the year ended 31st March 2021 together withthe Independent Auditors' Report.

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March 2021is summarized below:

Description For the year ended 31st March 2021 For the year ended 31st March 2020
(Rs. in Lakhs) (Rs. in Lakhs)
Total Income 8.56 11.45
Total Expenditure 29.69 21.84
Profit/(Loss) before Interest and Depreciation (21.13) (10.41)
Interest - -
Profit/(Loss) before Depreciation (21.13) (10.41)
Depreciation - (0.02)
Exceptional Items - -
Profit/(Loss) before Taxation (21.13) (10.38)
Provision for Taxation - -
Profit/(Loss) after Taxation from ordinary activities (21.13) (10.38)
Extraordinary items - -
Net Profit/(Loss) (21.13) (10.38)

RESULTS OF OPERATIONS

The total income for the financial year ended on 31st March 2021 stands Rs.8.56 Lakhs as against Rs. 11.46 Lakhs for the financial year ended on 31stMarch 2020; the total expenditure has marginally increased from Rs. 21.84 Lakhs for thefinancial year ended on 31st March 2020 to Rs. 29.69 Lakhs for the financialyear ended on 31st March 2021; that the net loss of the Company has increasedto Rs. 21.13 Lakhs for the financial year ended on 31st March 2021 from Rs.10.38 Lakhs for the financial year ended on 31st March 2020. Your Company didnot carry any significant operations and the Directors are exploring opportunities.

LOCKDOWN -COVID 19 AND ITS IMPACT ON THE BUSINESS

The second wave of COVID-19 outbreak has spread rapidly during the last quarter of thefinancial year imposing lock down at various State levels.

Your Company complied with the directions of the Government of India the Government ofTamil Nadu and the relevant authorities and strictly adhered to the Lockdown in itsfacilities and at all Offices. Considering the nature of operations of your Company Workfrom Home concept was partially fulfilled. Since there are no commercial activities fromrecent past the Company is not much impacted by COVID-19 pandemic.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Management of the Company consisted of following Directors as on 31stMarch 2021:

Sl Particulars No. Designation

DIN

1 Mr. Ramesh Satagopan Non-Executive Chairman 00935017
2 Mr. K Bhaktavatsala Reddy Director 00697854
3 Mr. Sanga Tejaswi Director 08784189
4 Mr. Mallour Rajesh Kumar Managing Director 08125774
5 Ms. Chandana Rachuri Director and Chief Financial Officer 08784225

Based on the recommendation of Nomination and Remuneration Committee the Boardappointed Ms. Surbhi Jain as Company Secretary and Compliance Officer of the Company witheffect from 19th August 2020.

Further based on the recommendation of Nomination and Remuneration Committee theBoard at its Meeting held on 19.08.2020 approved the consolidated remuneration of Rs.40000/- per month to Mr. Mallour Rajesh Kumar Managing Director of the Company.

Consequent upon completion of Open Offer there were following appointments andresignations during the year:

• Dr. Mohan Swami resigned from the Office of Chairman and Director w.e.f close ofbusiness hours of 17.08.2020.

• Ms. Yogeswary resigned from the office of Independent Director w.e.f close ofbusiness hours of 17.08.2020.

• Mr. Sathappan Ganeson Narayanan ceased to be Director w.e.f with effect fromclose of business hours of 17.08.2020.

• Dr. Sivakumar Reddy resigned from the office of Director w.e.f close of businesshours of 17.08.2020.

• Mr. Ramesh Satagopan was appointed as an Independent Director w.e.f 17.08.2020.

• Mr. Sanga Tejaswi was appointed as an Independent Director w.e.f 17.08.2020.

• Ms. Chandana Rachuri was appointed as Director and Chief Financial Officer (CFO)w.e.f 17.08.2020 and 19.08.2020 respectively.

In terms of the provisions of the Companies Act 2013 and the Articles of Associationof the Company Mr. Mallour Rajesh Kumar (holding DIN: 08125774) Managing Directorretires by rotation at the forthcoming Annual General Meeting and is eligible for reappointment.

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 15(2) of the Listing Regulations Compliancewith the Corporate Governance provisions as specified in the Regulations 17 to 27 andclause (b) to (i) of Regulation 46(2) and Para C D and E of Schedule V shall not apply tolisted entities having Paid-up Equity Share Capital not exceeding Rs.10 Crores and NetWorth 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.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES

During the financial year ended 31st March 2021 four (4) 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 30th June2020 19th August 2020 9th November 2020 13thFebruary 2021.

Details of attendance at Board Meetings and at the AGM held during the year are asfollows:

Board Meetings Attendance at
Name of the Director Entitled to attend Attended Last AGM on 17.08.2020
Dr. C. Sivakumar Reddy* 1 1 No
Dr. Mohan Swami* 1 0 No
Mr. K Bhakthavatsala Reddy 4 3 Yes
Ms. Yogeshwary* 1 0 Yes
Mr. Sathappan Ganeson Narayanan * 1 0 Yes
Mr. Mallour Rajesh Kumar 4 4 Yes
Mr. Ramesh Satagopan (w.e.f. 17.08.2020) 3 3 NA
Mr. Sanga Tejaswi (w.e.f 17.08.2020) 3 3 NA
Ms. Chandana Rachuri (w.e.f 17.08.2020) 3 3 NA

• Dr. Sivakumar Reddy resigned from the office of Director w.e.f close of businesshours of 17.08.2020.

• Dr. Mohan Swami resigned from the Office of Chairman and Director w.e.f close ofbusiness hours of 17.08.2020.

• Ms. Yogeswary resigned from the office of Independent Director w.e.f close ofbusiness hours of 17.08.2020.

• Mr. Sathappan Ganeson Narayanan ceased to be Director w.e.f 17.08.2020.

BOARD COMMITTEES

Consequent upon completion of Open Offer the Board noted the appointment of newDirectors by the Shareholders at the 33rd Annual General Meeting held on 17thAugust 2020 and subsequently the Board re-constituted its Committees w.e.f. 19th August2020 as follows:

a. Audit Committee (AC):

Mr. Ramesh Satagopan - Chairman
Mr. Bhakthavatsala Reddy - Member
Mr. Sanga Tejaswi - Member

b. Nomination and Remuneration Committee (NRC)

Mr. Bhaktavatsala Reddy - Chairman
Mr. Ramesh Satagopan - Member
Mr. Sanga Tejaswi - Member

c. Stakeholders' Relationship Committee (SRC):

Mr. Ramesh Satagopan - Chairman
Mr. Bhakthavatsala Reddy - Member
Ms. Chandana Rachuri - Member

1. AUDIT COMMITTEE

During the year under review four meetings were held on 30th June 2020 19th August2020 9th November 2020 and 13th February 2021.

Name of the Member

Nature of Membership

No. of Meetings entitled to attend

Attended

Mr. Ramesh Satagopan (w.e.f 17.08.2020) Chairman 3 3
Mr. K Bhakthavatsala Reddy Member 4 2
Ms. Yogeshwary * (until 17.08.2020) Member 1 1
Mr. Sathappan Ganeson Narayanan * (until 17.08.2020) Member 1 1
Mr. Sanga Tejaswi (w.e.f 17.08.2020) Member 3 3

2. NOMINATION AND REMUNERATION COMMITTEE

During the year under review three meetings were held on 30th June 2020 19th August2020 and 13th February 2021.

Name of the Member

Nature of Membership No. of Meetings entitled to attend Attended
Mr. K. Bhakthavatsala Reddy Chairman 3 1
Ms. Yogeshwary (until 17.08.2020) Member 1 1
Mr. Sathappan Ganeson Narayanan (until 17.08.2020) Member 1 1
Mr. Ramesh Satagopan (w.e.f 17.08.2020) Member 2 2
Mr. Sanga Tejaswi (w.e.f 17.08.2020) Member 2 2

3. STAKEHOLDERS' RELATIONSHIP COMMITTEE

During the year under review one meeting was held on 13th February 2021.

Name of the Member Nature of Membership No. of Meetings entitled to attend Attended
Ms. Ramesh Satagopan (w.e.f - 17.08.2020) Chairman 1 1
Mr. K. Bhakthavatsala Reddy Member 1 1
Ms. Chandana Rachuri (w.e.f - 17.08.2020) Member 1 1

INDEPENDENT DIRECTORS

Your Board is pleased to note and report that all three Independent Directors i.e. Mr.Ramesh Satagopan Mr. K. Bhakthavatsala Reddy and Mr. Sanga Tejaswi have maintainedhighest standards of integrity in their dealings with the Company. They also possess therequisite expertise and experience (including Proficiency) necessary for acting asIndependent Directors of the Company.

As required by the Companies (Appointment and Qualification of Directors) FifthAmendment Rules 2019 and the Companies (Creation and Maintenance of databank ofIndependent Directors) Rules 2019 Mr. Ramesh Satagopan Mr. K. Bhakthavatsala Reddy andMr. Sanga Tejaswi have registered their names in the data bank of Independent Directorsmaintained by Indian Institute of Corporate Affairs. Annual Declarations received fromthree of them for the year 2020-21 contain affirmations regarding registrations in thedata bank.

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 Listing Regulations. (Annexure I).

All the Independent Directors have also confirmed under Regulation 16(b) of the ListingRegulations that they are not Non-Independent Director of another Company on the Board ofwhich any Non-Independent Director of the listed entity is an Independent Director.

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.

OPPORTUNITIES CHALLENGES AND CONCERNS

Your Company did not undertake any Commercial Activities during the year. Opportunitiesare being looked into for undertaking any commercial activities.

PUBLIC DEPOSITS

During the financial year 2020-21 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.

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 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 2021 and the date on which thisReport has been signed.

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 2021.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes after 31st March 2021 till the signing ofthis 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 yearended 31st March 2021.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES

The disclosures pursuant to the provisions of Section 197(12) of the Companies Act readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as Annexure - IV and forms part of this Report.

There are no employees receiving remuneration more than Rs. 10200000/- (Rupees OneCrore Two Lakhs only) per annum and /or Rs. 850000/- (Rupees Eight Lakhs Fifty Thousandonly) per month. Therefore statement/disclosure pursuant to Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not required to becirculated to the Members and is not attached to the Annual Report.

There are no employees posted and working in a country outside India not beingDirectors or relatives drawing more than Rs. 10200000/- (Rupees One Crore Two Lakhsonly) per financial year or Rs. 850000/- (Rupees Eight Lakhs Fifty Thousand only) permonth as the case may be. Therefore statement/disclosure pursuant to Rule 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notrequired to be circulated to the Members and is not attached to the Annual Report.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company had met on 13th February 2021during 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.

EXPLANATIONS IN RESPONSE TO AUDITORS' QUALIFICATIONS

During the year under review there were no qualifications reservations or adverseremarks made by the Statutory Auditors in their Reports.

SECRETARIAL AUDIT

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.

ANNUAL RETURN

As required under Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 read with Companies (Amendment) Act 2020 anannual return in MGT-7 is placed in the website of the Company i.e. www.epsom.in

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 2020-21 in the prescribedformat AOC 2 is enclosed as Annexure - III 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 March2021 (including investments made in the previous years)

Name of the entity

Amount as at 31st March 2021 (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.

RISK MANAGEMENT

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 RELATED 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.

GENERAL

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 OF COMMISSION /REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

No Director has received any commission from your Company.

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 ComplaintsCommittee (ICC) due to having less than ten workers.

The following is a summary of sexual harassment complaints received and disposed- offduring the financial year 2020-21:

No of complaints received : NIL
No of complaints disposed : NIL
No. of complaints pending : NIL

INVESTORS' EDUCATION AND PROTECTION FUND

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.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCYCODE 2016 (IBC)

There is no such process initiated during the year therefore said clause is notapplicable to the Company.

REVISION OF FINANCIAL STATEMENT OR THE REPORT

As per the Secretarial Standards-4 in case the Company has revised its financialstatement or the Report in respect of any of the three preceding financial years eithervoluntarily or pursuant to the order of a judicial authority the detailed reasons forsuch revision shall be disclosed in the Report of the year as well as in the Report of therelevant financial year in which such revision is made.

There is no revision of Financial Statement of the Company took place in any of thethree preceding financial years under consideration.

CODE OF CORPORATE GOVERNANCE

Good Corporate Governance is required for each and every Corporate whether in Privateor Public. It helps the Company to establish transparency in reporting its operations toits members and to maintain certain level of accountability.

Your Company has committed itself to report to its members that all the functions ofthe Company are carried out in a professionally sound and acceptable manner. YourDirectors practice high standard of Corporate Governance in its activities and ensuresthat the Business Plans and Corporate strategies are carried out by the Company to itsbest advantage and that major risks associated with the business are fairly assessed andsuitable remedial measures are taken to tackle these risks. Further your Directors reportthat the activities are carried out by the Company to the satisfaction of the legal andethical responsibilities of the business in which it is engaged.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and givesthe details of the overview opportunities and threats internal control systems and theiradequacy and operational performance of the Company.

ACKNOWLEDGEMENTS

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.

Place : Hyderabad By the order of the Board For EPSOM Properties Limited Ramesh Satagopan
Date :11th June 2021 Chairman
DIN:00935017 [Address : 7-2-1735 1813/51/A F. No. 402 North Street Sopanam Enclave Czech Colony Opp. ITI Sanath Nagar Hyderabad Telangana - 500 018]

 

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