BOARD'S REPORT TO THE MEMBERS Your Directors present herewith the Twenty Eighth Annual Report on the Annual Accounts for the yew ended 31 st March 2015. 02. RESULTS OF OPERATIONS The total income for the financial year ending on 31/03/2015 staiids at Rs 5.81 lakhs as against Rs. 7.88 lakhs for foe financial year ending on 31/03/2014; that the total expenditure has marginaRy increased from Rs. 23.15 lakhs for foe financial year ending on 31/03/2014 to Rs. 23.50lakhs for the financial year ending on 31/03/2015; that the net loss of the Company from ordinary activities hi* increased from Rs. 15.28 lakhs for foe financial year ending on 31/03/2014 to Rs. 17.70 lakhs for'the financial year ending on 31/03/2015. 03. DIVIDEND In view of loss, your Directors do not propose any dividend for the year ended 31* March 2015. 04. OUTLOOK The Outlook for the Company looks Bright. 05. CORPORATE GOVERNANCE In compliance with the requirements of Clause 49 of the Listing Agreement, a separate Report on Corporate Governance along with the Auditors Certificate on its compliance forms an integral part of this Report. - - 06. DEPLOYMENT QF 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. 07. OPPORTUNITIES. CHALLENGES AND CONCERNS The Company has obtained the approval of shareholders by way of special resolution by postal ballot on 30/06/2014 and the 'bvprinciple' approval from BSE Limited under Clause 24 of the Listing Agreement vide communication bearing Ref DCS/PREF/NJ/PRE/245/2014-15 dated 15th July 2014 for issue of 50,00,000 equity shares 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 and Takeovers) Regulations, 2011, the Promoters made an application with Securities and Exchange Board of India (SEBI) for specific exemption from Takeover Panel for relaxation of the provisions of Regulation 3and 4 of SEBI (Substantial Acquisition of Shares arid Takeovers) Regulations, 2011; that pending receipt of exemption from SEBI, promoters have withdrawn the application. Continued recession in the real estate sector, cut-throat competition and fluctuating foreign currency are' challenges thrown open to the industry. Nevertheless, the Directors are confident of converting the challenges into opportunities with the > experience gained over a period of time. Unfavourable factors such as economic slow down, inflationary pressure and other external factors can affect the productivity of the Company. 08. PUBLIC DEPOSITS During the financial year 2014-2015, 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. 09. INDUSTRIAL RELATIONS The industrial relations of the Company have been cordial 10. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on 30th April 2014, has constituted Nomination and Remuneration Committee. 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. .11, DIRECTORS AND KEY MANAGERIAL PERSONNEL During the financial year 2014-15, Ms Yogeshwary (DIN 06629965) who was appointed as an Additional Director of the Company at the meeting of the Board of Directors of the Company held on 31/07/2013 was appointed an Independent Director of the Company by the shareholders at the' Annual General Meeting held on 26* July 2014 to hold office for 5 (Five) consecutive years for a term up to 31* March 2019. Further in compliance with the provisions of Section 149,152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs Gomathi A Vaidyanathan (DIN 01305781) and Mr K BhakthavatsaJa Reddy (DIN 00697854) were appointed as Independent Directors of the Company at the Annual General Meeting held on 26* July 2014 to hold office for 5 (Five) consecutive years for a term up to 31* March 2019. Pursuant to the provisions of Section 149,152,188 read with proviso under Section 197(4) and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Clause 49 of the Listing Agreement and in pursuance of the recommendation of the Nomination and Remuneration Committee, Mr T S Raju (DIN 01814633) was appointed as a Non-Exedutive Director 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 the Company are set out in the Corporate Governance Report which forms part of this Report. 13. DECLARATION OF INDEPENDENCE The Company has received declarations from all the Imleper Klent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Clause 49 of the Listing Agreement. 14. 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 31* March 2015, the applicable accounting standards and Schedule HI 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 as at 31 * March 2015 and the Loss of the Company for the year ended 31* March 2015; 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 d5wn 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. 15. AUDITORS AND AUDITORS' REPORT At the Twenty Seventh Annual General Meeting of the Company, M/s. S Vishnu & Co, Chartered Accountants (Firm Registration No. 005179S) were appointed as Auditors to hold office until the conclusion of the Twenty Eighth Annual General Meeting rfthetompany. M/s. S Vishrfu & 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 M/s. S Vishnu & Co, Chartered Accountants as the Auditors of your Company for the financial year 2015-16 till the conclusion of next Annual General Meeting. The Auditors Report for the financial year. 2014-15 does not contain any qualification, reservation or adverse remark. 16. EXTRACT OF ANNUAL RETURN 1 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 (B) to this Report. 17. REALTEP PARTY TRANSACTIONS During the financial year 2014-15 your Company has 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 Clause 49 of the Listing Agreement. During the financial year 2014-15, there were not transactions with related parties which qualify as material transactions under the Listing Agreement. The details of related party transactions as required under Accounting Standard -18 are set out in Notes to the financial statements forming part ct^ The Form AOC -2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set outin Annexure (C) to mis Report. 18. 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:' 19. RISK MANAGEMENT As per the requirements of Clause 49 of the Listing Agreement, your Company has constituted a Risk Management Committee to" review risk management framework and discuss on risk mitigation plans. There are no risks which in the opinion of the Board threaten tire existence of the Company. However, some of the risks which may pose challenges are set out in the Management 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 in compliance with the provisions of Section .177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 21. CORPORATE SOCIAL RESPONSIBILITY The provisions of the Companies Act, 2013 on Corporate Social Responsibility are not applicable to the Company. 22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND ADAPTATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars relating to conservation of energy, technology absorption and adaptation and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules for the financial year ended 3181 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 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 and relevant provisions of the Companies Act, 1956 to the extent applicable. These are in accordance with generally accepted accounting principles in India. 24. 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. 25. 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. 26. APPRECIATION Your Directors wish to convey their gratitude and appreciation to Government Departments, shareholders, bankers, business associates and employees for their continued support. By Order of the Board For EPSOM PROPERTIES LIMITED DR MOHAN SWAMI DIRECTOR Registered Office Regency House, 2A, Second Floor, 250/7, Anna Salai, Teynampet, Chennai 600 006 Dated :15th July 2015 |