Directors Report of EPSOM Properties Ltd.

Mar 31, 2024

The Board of Directors has pleasure in presenting the 37^th Annual Report and Audited Financial Statements for the year ended 31^st March, 2024, together with the Independent Auditors’ Report.

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31^st March 2024 is summarized below:

	Description	For the year ended 31st March, 2024 (Rs. in Lakhs)	For the year ended 31st March, 2023 (Rs. in Lakhs)
	Total Income	NIL	NIL
	Total Expenditure	37.93	31.85
	Depreciation	-	-
	Exceptional Items	-	-
	Profit/(Loss) before Taxation	(37.93)	(31.85)
	Provision for Taxation	-	-
	Profit/(Loss) after Taxation from ordinary activities	(37.93)	(31.85)
	Extraordinary items	-	-
	Net Profit/(Loss)	(37.93)	(31.85)

RESULTS OF OPERATIONS

The total income for the current financial year ended on 31^st March, 2024 stands at Rs. NIL as against Rs. NIL for the previous financial year ended on 31^st March, 2023.

The total expenditure has marginally increased from Rs 31.85 Lakhs for the previous financial year ended on 31^st March, 2023 to Rs. 37.93 Lakhs for the current financial year ended on 31^st March, 2024.

The net loss of the Company has increased to Rs. 37.93 Lakhs for the current financial year ended on 31^st March, 2024 from Rs. 31.85 Lakhs for the previous financial year ended on 31^st March, 2023.

Your Company did not carry any significant operations and the Directors are continuing to explore opportunities.

BUSINESS OPERATIONS

FY 2023-24 Economic recovery continued to be witnessed.

Infrastructure/construction activities by and large began witnessing signs of improvement, although the challenges to MSME players in the industry remained to be overcome, thereby enabling their performance to be subdued.

Your Company is optimistic of business continuity plans and is geared up to embrace the resurgence of normalcy.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Management of the Company consisted of following Directors as on 31^st March, 2024:

	Sl. No.	Particulars	Designation	DIN
	1	Mr. Ramesh Satagopan	Independent Director and Non-Executive Chairman	00935017
	2	Mr. K Bhaktavatsala Reddy	Independent Director	00697854
	3	Ms. Sravana Sudhamsa Nimmaraju	Independent Director	09766555
	4	Mr. Mallour Rajesh Kumar	Managing Director	08125774
	5	Mr. Sanga Tejaswi	CFO and Director	08784189

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanga Tejaswi (holding DIN: 08784189), Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

Following are the changes in the composition in the Board of Directors and Key Managerial Personnel that took place during the financial year 2023-2024:

Mr. Sanga Tejaswi was appointed as Director of the Company in previous Annual General Meeting dated 30^th June, 2023.

Ms. Sravana Sudhamsa Nimmaraju was appointed as Woman Independent Director in previous Annual General Meeting dated 30^th June, 2023.

Ms. Surbhi Jain resigned from the Office of Company Secretary of the Company with effect from 20^th July, 2023.

Ms. Harshita Sitlani was appointed as Company Secretary of the Company with effect from 21^st July, 2023 and she resigned with effect from 31^st January, 2024.

Following are the changes in the composition in the Board of Directors and Key Managerial Personnel that took place after the year end and till the date of this report:

Mr. Mallour Rajesh Kumar’s term as Managing Director ended on 20^th March, 2023. The Nomination and Remuneration Committee and the Board ratified his term as Managing Director from 21^st March, 2023 till 28^th May, 2024 and re-appointed him as Managing Director till 31^st October, 2024. Further, resolutions seeking approval of Shareholders are included as part of Notice of ensuing Annual General Meeting.

Based on the recommendations of the Nomination and Remuneration Committee and the Board, Ms. Rupal Pandey was appointed as Company Secretary and Compliance Officer of the Company with effect from 1^st May, 2024.

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 15(2) of the Listing Regulations, Compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) and Para C, D, and E of Schedule V shall not apply to listed entities having Paid-up Equity Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs. 25 Crores as on the last date of the previous financial year.

The Company falling under the specified limits of the above Regulation, requirement of giving Corporate Governance Report in Annual Report as per the Para C of the Schedule V is exempted to the Company and hence not required to be presented.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES

During the financial year ended 31^st March 2024, four (4) Meetings of the Board of Directors were held and the maximum time gap between 2 (two) meetings did not exceed one hundred and twenty days. The details of the Board Meetings are on 19^th May 2023, 11^th August, 2023, 20^th October, 2023, and 30^th January, 2024.

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

Name of the Director	Board Meetings		Attendance at Last AGM on 30.06.2023
	Entitled to attend	Attended
Mr. Ramesh Satagopan	4	4	Yes
Mr. Sanga Tejaswi	4	4	Yes
Mr. K Bhakthavatsala Reddy	4	4	Yes
Mr. Mallour Rajesh Kumar	4	4	Yes
Ms. Sravana Sudhamsa Nimmaraju	4	4	Yes

BOARD COMMITTEESa. Audit Committee (AC):

Mr. Ramesh Satagopan - Chairman

Mr. Bhakthavatsala Reddy - Member

Ms. Sravana Sudhamsa Nimmaraju - Member

b. Nomination and Remuneration Committee (NRC):

Mr. Bhaktavatsala Reddy - Chairman

Mr. Ramesh Satagopan - Member

Ms. Sravana Sudhamsa Nimmaraju - Member

c. Stakeholders’ Relationship Committee (SRC):

Mr. Ramesh Satagopan - Chairman

Mr. Bhakthavatsala Reddy - Member

Mr. Mallour Rajesh Kumar - Member

1. AUDIT COMMITTEE

During the year under review, four meetings were held on 19^th May 2023, 11^th August, 2023, 20^th October, 2023, and 30^th January, 2024.

	Name of the Member	Nature of Membership	No. of Meetings entitled to attend	Attended
	Mr. Ramesh Satagopan	Chairman	4	4
	Mr. K. Bhakthavatsala Reddy	Member	4	4
	Ms. Sravana Sudhamsa Nimmaraju	Member	4	4
2. NOMINATION AND REMUNERATION COMMITTEE During the year under review, one meeting was held on 19th May, 2023.
	Name of the Member	Nature of Membership	No. of Meetings entitled to attend	Attended
	Mr. K. Bhakthavatsala Reddy	Chairman	1	1
	Mr. Ramesh Satagopan	Member	1	1
	Ms. Sravana Sudhamsa Nimmaraju	Member	1	1

3. STAKEHOLDERS’ RELATIONSHIP COMMITTEE
During the year under review, one meeting was held on 30th January, 2024 :
	Name of the Member	Nature of Membership	No. of Meetings entitled to attend	Attended
	Mr. Ramesh Satagopan	Chairman	1	1
	Mr. K. Bhakthavatsala Reddy	Member	1	1
	Mr. Mallour Rajesh Kumar	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 Ms. Sravana Sudhamsa Nimmaraju have maintained highest standards of integrity in their dealings with the Company. They also possess the requisite expertise and experience (including Proficiency) necessary for acting as Independent Directors of the Company.

As required by the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019, Mr. Ramesh Satagopan, Mr. K. Bhakthavatsala Reddy and Ms. Sravana Sudhamsa Nimmaraju have registered their names in the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs. Annual Declarations received from three of them for the year 2023-24 contain affirmations regarding registrations in the databank.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations. (Annexure I).

All the Independent Directors have also confirmed under Regulation 16(b) of the Listing Regulations that they are not Non-Independent Director of another Company on the Board of which 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 hereby confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures from the same;

b) they 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 at the end of the financial year and of the profit and loss of the Company for that period;

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 down 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.

OPPORTUNITIES, CHALLENGES AND CONCERNS

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

PUBLIC DEPOSITS

During the financial year 2023-24, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INDUSTRIAL RELATIONS

The industrial relations of the Company have been cordial.

AMOUNT TRANSFERRED TO RESERVES

In view of the losses incurred, the question of transferring reserves does not arise. CHANGES IN SHARE CAPITAL

There were no changes in the Capital Structure of the Company during the year under report. Capital structure remained as follows:

The Authorized Capital of the Company: Rs. 15,00,00,000 (Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakhs only) Equity Shares of Rs.10/- (Rupees Ten only) each.

The Issued, Subscribed and Paid-up Capital of the Company: Rs. 7,45,28,000/- (Rupees Seven Crores Forty Five Lakhs and Twenty Eight Thousand only) divided into 74,52,800 (Seventy Four lakhs Fifty Two Thousand Eight Hundred) Equity Shares of Rs. 10/- (Rupees Ten only) each.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments which occurred, affecting the financial position of the Company between 31^st March, 2024 and the date on which this Report has been signed.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial year ended on 31^st March, 2024.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes after 31^st March, 2024 till the signing of this 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 year ended 31^st March, 2024.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The disclosures pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - III and forms part of this Report.

There are no employees receiving remuneration more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) 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 be circulated to the Members and is not attached to the Annual Report.

There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per financial year or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month as the case may be. Therefore, statement/disclosure pursuant to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required 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 30^th January, 2024 during the year to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairman of the Company and Non-Executive Directors and other items as stipulated under the Listing Regulations. The Independent Directors have also declared their independence.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors, pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors based on criteria such as Board structure and composition, formation and delegation of responsibilities to Committees, Board processes and their effectiveness, degree of effective communication with the stakeholders.

The performance of the Board Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as Committee composition, structure, effectiveness of Committee Meetings.

Independent Directors of the Company provided their views on performance of NonIndependent Directors, and the Board as a whole, considering the views of Executive Directors and Non-Executive Directors.

Your Board has evaluated the Independent Directors and confirms that all Independent Directors fulfilled the independence criteria as specified in SEBI Listing Regulations and their 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 were appointed as Auditors to hold office until the conclusion of the Thirty Seventh Annual General Meeting of the Company.

The Board of Directors, based on the recommendation of the Audit Committee, at its meeting held on May 29, 2024, has proposed the appointment of Messrs. S. Vishnu & Co., Chartered Accountants, Chennai, having ICAI Firm Registration No. 005179S as Statutory Auditor of the Company in place of retiring Auditor for a period of five years, to hold office from the conclusion of the 37^th AGM till the conclusion of the 42^nd Annual General Meeting of the Company to be held in the year 2029.

EXPLANATIONS IN RESPONSE TO AUDITORS’ QUALIFICATIONS

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

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vijayakrishna K T, Bangalore, Practising Company Secretary to undertake the 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, an annual return in MGT-7 is placed in the website of the Company i.e. www.epsom.in

RELATED PARTY TRANSACTIONS

There are no particulars of contracts or arrangements with Related Parties pursuant to Section 188(1) of the Companies Act, 2013 for Financial Year 2023-2024.

LOANS, GUARANTEES 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:

a. Details of investments made by the Company in the Equity Shares as on 31st March, 2024 (including investments made in the previous years)

Name of the entity	Amount as at 31st March, 2024 (in Rs.)
Munoth Investments Limited	3,34,100

b. The Company has neither given any loan nor issued any guarantees in accordance with Section 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 the Board about risk assessment and mitigation procedure. It also undertakes periodical review to ensure that Executive Management Controls risks by means of properly designed risk management framework.

There are no risks which in the opinion of the Board threaten the existence of the Company. VIGIL MECHANISM

Your Company is committed to highest 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 as per Regulation 4(2)(d)(iv) of the Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 on Corporate Social Responsibility are not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND ADAPTATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

	Conservation of Energy	NA
	Research and Development, Technology,	NA
	Absorption, Adaptation and Innovation
	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 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. There are in accordance with 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 or Tribunals 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 dividend, voting 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, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of 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-off during the financial year 2023-24:

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 be transferred to IEPF account.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.

COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries 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 BANKRUPTCY CODE, 2016 (IBC)

There is no such process initiated during the year, therefore said clause is not applicable to the Company.

REVISION OF FINANCIAL STATEMENT OR THE REPORT

As per the Secretarial Standards-4, in case the Company that has revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well as in the Report of the relevant financial year in which such revision is made.

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

CODE OF CORPORATE GOVERNANCE

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

Your Company has committed itself to report to its members that all the functions of the Company are carried out in a professionally sound and acceptable manner. Your Company Directors practice high standard of Corporate Governance in its activities and ensures that the Business Plans and Corporate strategies are carried out by the Company to its best advantage and that major risks associated with the business are fairly assessed and suitable remedial measures are taken to tackle these risks. Further, your Directors report that the activities are carried out by the Company to the satisfaction of the legal and ethical 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 gives the details of the overview, opportunities and threats, internal control systems and their adequacy and operational performance of the Company.

The Indian Property Markets have shown remarkable signs of recovery in the last few months considering the impact of post Covid pandemic. However, rising input costs are a deterrent for new projects. Your Company has taken several steps to improve its presence and is in an advance stage of identifying a couple of projects and subject to viability and board approval, will progress to next level of implementation.

ACKNOWLEDGEMENTS

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future also.

---

Mar 31, 2019

To the Members

The Board of Directors has pleasure in presenting the 32^nd Annual Report and Audited Financial Statements for the year ended 31^st March, 2019, together with the Independent Auditors’ Report.

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31^st March 2019 is summarized below:

Description	For the year ended 31st March 2019 (Rs. in Lakhs)	For the year ended 31st March 2018 (Rs. in Lakhs)
Total Income	0.34	1.31
Total Expenditure	15.08	13.50
Profit/(Loss) before Interest and Depreciation	(14.71)	(12.19)
Interest	-	-
Profit/(Loss) before Depreciation	(14.71)	(12.19)
Depreciation	(0.03)	0.00
Exceptional Items	3.32	-
Profit/(Loss) before Taxation	(11.42)	(12.19)
Provision for Taxation	-	-
Profit/(Loss) after Taxation from ordinary activities	(11.42)	(12.19)
Extraordinary items	-	-
Net Profit/(Loss)	(11.42)	(12.19)

RESULTS OF OPERATIONS

The total income for the financial year ended on 31^st March, 2019 stands Rs. 0.34 lakhs as against Rs. 1.32 lakhs for the financial year ended on 31^st March, 2018; the total expenditure has marginally increased from Rs.13.50 lakhs for the financial year ended on 31^st March, 2018 to Rs.15.08 lakhs for the financial year ended on 31^st March, 2019; that the net loss of the Company from ordinary activities has decreased to Rs.11.42 lakhs for the financial year ended on 31^st March, 2019 from Rs.12.17 lakhs for the financial year ended on 31^st March, 2018.

Despite the best efforts, your Company could not carry on commercial activities during the year and the Directors are exploring various options and are confident that they will be able to find the projects this year.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance in terms of Regulation 34 of the Listing Regulations along with a Certificate from a Chartered Accountant regarding compliance to the Conditions stipulated under Chapter IV of the Listing Regulations is annexed as Annexure - I.

SECRETARIAL COMPLIANCE CERTIFICATE

SEBI vide its Circular no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 has mandated all the Listed entities having its Equity Shares Listed on the Stock Exchange(s) to obtain the Annual Secretarial Compliance Report in the prescribed format from a Practising Company Secretary (PCS) from the financial year ended March 31, 2019 onwards and said Annual Secretarial Compliance Report should be submitted to the concerned Stock Exchanges within 60 days of the end of the financial year. The Annual Secretarial Compliance Report obtained from Mr. Vijayakrishna K.T was filed with the Stock Exchange within the prescribed time limit.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

A Certificate of non-disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from a Practising Company Secretary forms part of Corporate Governance Report.

DEPLOYMENT OF PROCEEDS OF PREFERENTIAL ISSUE

The Company has kept the funds received from the promoters through preferential issue in fixed deposit with the AXIS Bank Limited and are deployed solely to meet long term and short term working capital requirements.

OPPORTUNITIES, CHALLENGES AND CONCERNS

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

PUBLIC DEPOSITS

During the financial year 2018-19, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of 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 under report. Capital structure remained as follows:

The Authorized Capital of the Company: Rs. 15,00,00,000 (Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakhs only) Equity Shares of Rs.10/- (Rupees Ten only) each.

The Issued, Subscribed and Paid up Capital of the Company: Rs. 7,45,28,000/- (Rupees Seven Crores Forty Five Lakhs and Twenty Eight Thousand only) divided into 74,52,800 (Seventy Four 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 financial year ended on 31^st March, 2019.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes after 31^st March, 2019 till the signing of this 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 year ended 31^st March 2019.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Mohan Swami (DIN: 00624075) Non Executive Director retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

Based on the recommendations of the Nomination and Remuneration Committee, the Board appointed Ms. Priyanka Jangid as Company Secretary and Compliance Officer (KMP) of the Company with effect from 28^th December, 2018. However, Ms. Priyanka Jangid was resigned from the Office of Company Secretary with effect from 4^th April, 2019 due to personal reasons. New candidate is being identified to fill up the positions.

Further, based on the recommendations of the Nomination and Remuneration Committee, the Board appointed Mr. D. Ravindranath Reddy as Chief Financial Officer of the Company with effect from 28^th March, 2019.

Further, based on the recommendations of the Nomination and Remuneration Committee and performance evaluation carried out during February 2019, the Board at its Meeting held on 30^th May, 2019 re-appointed Ms. Yogeshwary, Ms. Gomathi Vaidyanathan and Mr. K. Bhakthavatsala Reddy as Independent Directors of the Company w.e.f. from 26^th July, 2019 for second term for a period of five (5) consecutive years. Accordingly, Special Resolutions seeking their reappointments as Independent Directors of the Company is included in the Notice convening the Annual General Meeting.

Further, on the recommendation of NRC, the Board at its meeting held on 30^th May, 2019 subject to the approval of Shareholders at the ensuing Annual General Meeting, reappointed Dr. C. Sivakumar Reddy as the Managing Director for a further period of three (3) years.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee Meetings of the Company are exhibited 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 under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. (Annexure II).

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 the Board of which 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 hereby confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures from the same;

b) they 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 at the end of the financial year and of the profit and loss of the Company for that period;

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 down 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.

AUDITORS AND AUDITORS’ REPORT

Messrs S Vishnu & Co, Chartered Accountants have completed their two terms as Statutory Auditors of the Company and their term ends on this Annual General Meeting.

In terms of the requirement of the Companies Act, 2013, it is proposed to appoint Messrs A.John Moris & Co., Chartered Accountants, Bangalore, having ICAI Firm Registration No. 007220 S, as Statutory Auditors of the Company for a term of five (5) years, to hold office from the conclusion of 32^nd Annual General Meeting to be held on 22^nd July, 2019 until the conclusion of 37^th Annual General Meeting.

Your Company has received written consent and a certificate from Messrs A.John Moris & Co., 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 thereunder.

The Audit Committee and the Board of Directors recommend the appointment of Messrs A.John Moris & Co., Chartered Accountants as the Auditors of your Company from the conclusion of 32^nd Annual General Meeting till the conclusion of 37^th Annual General Meeting.

Material Uncertainty Related to Going Concern

We draw attention to Note ‘b'' of the significant accounting policies regarding preparation of the financial statements, which indicates that the Company incurred a net loss of Rs.11,41,907 during the year ended March 31, 2019 and , as on that date, the Company''s 99% of capital has been wiped out by accumulated loss. These events or conditions, along with other matters as set forth in Note ‘b'', indicate that a material uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Board’s Response

Your Company is looking at the various options available to undertake commercial activities in future.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vishwanath Shivaprakash, Practising Company Secretary, Bangalore to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed as Annexure - III to this Report.

EXTRACT OF ANNUAL RETURN

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- IV to this Report.

RELATED PARTY TRANSACTIONS

During the financial year 2018-19, your Company has not 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 arm''s length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Regulation 23 of Listing Regulations. During the financial year 2018-19, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

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:

a. Details of investments made by the Company in the Equity Shares as on 31^st March, 2019 (including investments made in the previous years)

Name of the entity	Amount as at 31st March 2019 (in Rs)
Mouth Investments Limited	3,34,100

b. The Company has neither given any loan nor issued any guarantees in accordance with Section 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 the Board about risk assessment and mitigation procedure. It also undertakes periodical review to ensure that Executive Management Controls risks by means of properly designed risk management framework.

There are no risks which in the opinion of the Board threaten the existence of the Company. VIGIL MECHANISM

Your Company is committed to highest 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 as per Regulation 4(2)(d)(iv) of the Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 on Corporate Social Responsibility are not applicable to the Company.

By order of the Board For EPSOM PROPERTIES LIMITED

Place: Chennai K. Bhakthavatsala Reddy Dr. C. Sivakumar Reddy

Date: 30.05.2019 Director Managing Director

DIN : 00697854 DIN: 0000809776

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Mar 31, 2015

Dear Members,

The Directors present herewith the Twenty Eighth Annual Report on the Annual Accounts for the year ended 31 st March 2015.

01. FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March 2015 is summarized below

For the year ended For the year ended S.No. Description 31st March 2015 31st March 2014 (Rs. in Lakhs) (Rs. in Lakhs)

01. Total Income 5.81 7.88

02. Total Expenditure 23.50 23.15

03. Profit/(Loss) before Interest and (17.69) (15.27) Depreciation

04. Interest - -

05. Profit/(Loss) before (17.89) (15.27) Depreciation

06. Depredation 0.01 0.01

07. Profit/(Loss) before (17.70) (15.28) Taxation

08. Provision for Taxation - -

09. Profit/(Loss) after Taxation from (17,70) (15.28) ordinary activities

10. Extraordinary iterns - (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 as against Rs. 7.88 lakhs for the financial year ending on 31/03/2014; that the total expenditure has marginaly increased from Rs. 23.15 lakhs for the 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 has increased form Rs. 15.28 lakhs for the 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 31st 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 OF PROCEEDS oF-PREFERENT1AL 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 in principle' approval from BSE Limited under Clause 24of the Listing Agreement vide communication bearing Ref DGS/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 and 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 thereunder 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 26th July 2014 to hold office for 5 (Five) consecutive years for a term upto 31st 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 Bhakthavatsala Reddy (DIN 00697854) were appointed as Independent Directors of the Company at the Annual General Meeting held on 26th July 2014 to hold office for 5 (Five) consecutive years for a term upto 31st 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-Executive 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 Independent 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 thereunder 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 31st 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 31st March 2015 and the Loss of the Company for the year ended 31st 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 down 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 of the Company.

M/s. S Vishnu & 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 file appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder.

The Audit Committee and the Board of Directors recommend the appointment of M/s. S Vishnu & Co, CharteredAccountantsastheAuditorsof your Company for the financialyear2015-16 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

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 file Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure (B) to this Report.

17. REAITEP 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 of this Annual Report.

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 out in Annexure(C) to this 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:-

A) Details of investments made by the Company in the equity shares as on 31st March 2015 (including investments made in the previous years)

Name of the entity Amount as at 31st March 2015

Munoth Investments Limited 3,34,000

B) The Company has neither given any loan nor issued any guarantees in accordance with section 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 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 the 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 31st 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

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Mar 31, 2014

Dear Members,

The Directors present herewith the Twenty Seventh Annual Report on the Annual Accounts for the year ended 31st March 2014.

01. FINANCIAL RESULTS

The summarized financial results are given below .

S.No. Description For the year For the year ended ended 31st March 31st March 2014 2014 (Rs. In Lakhs) (Rs. in Lakhs)

01. Total Income 7.88 10.40

02. Total Expenditure 23.15 16.07

03. Profit/(Loss) before (15.27) (5.67) Interest and Depreciation

04. Interest Nil Nil

05. Profit/(Loss) before (15.27) (5.67) Depreciation

06. Depreciation 0.01 0.01

07. Profit/(Loss) before (15.28) (5.68) Taxation

08. Provision for Taxation Nil Nil

09. Profit/(Loss) after Taxation (15.28) (5.68) from ordinary activities

10. Extraordinary items (7.55) Nil

09. Net Profit/(Loss) (22.83) (5.68)

02. DIVIDEND

In view of loss, your Directors do not propose any dividend for the year ended 31st March 2014.

03. RESULTS OF QPERATIONS

The total income for the financial year ending on 31/03/2014 stands Rs. 7.88 lakhs as against Rs.10.40 lakhs for the financial year ending on 31/03/2013; that the total expenditure has increased from Rs. 16.07 lakhs for the financial year ending on 31/03/2013 to Rs. 23.15 lakhs for the financial year ending on 31/03/2014; that the net loss of the Company has gone up from Rs. 5.68 lakhs for the financial year ending on 31/03/2013 to Rs. 22.83 lakhs for the financial year ending on 31/03/2014.

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 Of 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

Despite continued slow down and declining growth in the real estate sector, the Management is exploring various avenues to rejuvenate the operations. Towards this direction, M/s. Chase Perdana Sdn Bhd belonging to the promoter group has been kind enough to bring in funds to the tune of Rs. 5 crores by way of preferential allotment subject to obtaining the approval of all appropriate authorities. The Company has already initiated steps in obtaining tha approval of the Members by way of special resolution by postal ballot, approval from the Stock Exchanges Ind exemption from Securities and Exchange Board of India from take over regulations.

Persisting inflation, escalated interest rates and fluctuating foreign currency are challenges thrown open to the industry.

Nevertheless, the Directors are confident of converting the challenges into oppqrtunities - with the experience gained over a period of time.

Unfavourable factors such as economic slow down, inflationary pressure and political uncertainty and other external factors can affect the productivity of the Company.

08. FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under report.

09. INDUSTRIAL RELATIONS

The industrial relations of the Company have been cordial.

10. PERSONNEL

There are no employees who were in receipt of the remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year under review and hence annexure required under the said Section is not attached.

11. DIRECTORS

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Dr Mohan Swami, Director is liable to retire by rotation and being eligible, he offers himself for re-appointment.

The Board of Directors appointed Ms Yogeshwary as an Additional Director at the Board Meeting held 31st July 2013 who holds office upto the date of the ensuing Annual General Meeting. The Company has received notice pursuant to Section 160 of the Companies Act, 2013 proposing the candidature of Ms Yogeshwary for appointment as an Independent Director

The Company has received notices in writing from the Members proposing the candidature of Mrs Gomathi A Vaidyanathan and Mr K Bhakthavatsala Reddy for appointment as Independent Directors.

It is proposed to appoint Sri T S Raju, a Fellow Member of the Institute of Company Secretaries of India as a Non Executive Director to hold office for 5 (Five) years up to 31st March 2019 on a professional fee of Rs. 75,000/- per month pursuant to Section 149,152, 188 read with provisio 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 and Clause 49 of the Listing Agreement

Appropriate resolutions for the appointment/re-appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice. Your Directors recommend their appointment/re-appointment as Directors of your Company.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed :-

a) That in the preparation of accounts for the accounting period ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year and the Loss of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the year ended 31st March 2014 on a ''going concern'' basis.

13. AUDITORS

M/s. S Vishnu & Co, Chartered Accountants, the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

14. 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 during the year under review are NIL.

15. 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 600006

Dated : 30th April 2014

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Mar 31, 2013

The Directors present herewith the Twenty Sixth Annual Report on the Annual Accounts for the year ended 31st March 2013.

01. Financial Results

The summarized financial results are given below .

For the year ended For the year ended S.No. Description 31st March 2013 31st March 2012 (Rs. in Lakhs) (Rs. in Lakhs)

01. Total Income 10.40 10.27

02. Total Expenditure (16.07) 15.29

03. Profit/(Loss) before Interest and (5.67) (5.02) Depreciation

04. Interest Nil Nil

05. Profit/(Loss) before Depreciation (5.67) (5.02)

06. Depreciation 0.01 0.01

07. Profit/(Loss) before Taxation (5.68) (5.03)

08. Provision for Taxation Nil Nil

09. Profit/(Loss)-after Taxation (5.68) (5.03)

02. Dividend

In view of loss, your Directors do not propose any dividend for the year ended 31st March 2013.

03. Operations

The total income for the financial year ending on 31/03/2013 stands Rs.10.40 lakhs as against Rs.10.27 lakhs for the financial year ending on 31/03/2012; that the total expenditure has marginally increased from Rs. 15.29 lakhs for the financial year ending on 31/03/2012 to Rs. 16.08 lakhs for the financial year ending on 31/03/2013; that the net loss of the Company has gone up from Rs. 5.03 lakhs for the financial year ending on 31/03/2012 to Rs.5.68 lakhs for the financial year ending on 31/03/2013.

04. Outlook

The Outlook for the Company looks bright.

05. Deployment of 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 would be deployed solely for long term and short term working capital requirements. Further as per the directives of Reserve Bank of India, the unsecured loan of Rs. 22.23 lakhs received from Dr Mohan Swami, NRI Director was returned without any interest.

06. Opportunities, challenges, risks and concerns

Despite the declining growth of Indian economy, the Management is confident of improving the performance and generating business through diversified efforts.

Persisting inflation, escalated interest rates 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.

Unfavorable factors such as economic slowdown, inflationary pressure and political uncertainty and other external factors can affect the productivity of the Company.

07. Fixed Deposits

The Company has not accepted any deposits from the public during the year under report.

08. Industrial Relations

The industrial relations of the Company have been cordial.

09. Particulars of Employees

There are no employees who were in receipt of the remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year under review and hence annexure required under the said Section is not attached.

10.Retirement of Directors by rotation

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr K Bhakthavatsala Reddy, Director is liable to retire by rotation and being eligible, he offers himself for re-appointment.

11. Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed

a) That in the preparation of accounts for the accounting period ended 31 st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the-state of affairs of the Company at the end of the year and the Loss of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the year ended 31st March 2013 on a ‘going concern'' basis.

12. Corporate Governance

The Company has complied with the requirements regarding Corporate Governance as required » under Clause 49 of the Listing Agreement with the Stock Exchanges where the Company''s shares are listed. A report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

13. Auditors

M/s. S Vishnu & Co, Chartered Accountants, the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

14. Conservation of energy, technology absorption and adaptation and foreign exchange earnings and outgo The particulars relating to convension of energy, technology absorption and adaptation and foreign exchange earnings and outgo during the year under review are NIL.

15. Acknowledgement

The Board of Director wishesto express its since appropriate to the government Departments, Shareholders, 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 :4th April 2013 ,

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Mar 31, 2011

The Directors present herewith the Twenty Fourth Annual Report on the Annual Accounts for the year ended 31st March 2011.

01. Financial Results

The summarized financial results are given below.

S.No. Description For the year ended For the year ended 31st March 2011 31st March 2010 (Rs. in Lakhs) (Rs. in Lakhs)

01. Total Income 6.14 15.36

02. Total Expenditure 20.11 31.62

03. Profit/(Loss) before Interest & Depreciation (13.97) (16.26)

04. Interest Nil Nil

05. Profit/(Loss) before Depreciation (13.97) (16.26)

06. Depreciation Nil Nil

07. Profit/(Loss) before Taxation (13.97) (16.26)

08. Provision for Taxation Nil Nil

09. Profit/(Loss) after taxation (13.97) (16.26)

02. Dividend

In view of loss, your Directors do not propose any dividend for the year ended 31st March 2011.

03. Industry Structure and Development

As mentioned in the last Annual Report, in order to meet the long term and short term working capital requirements, the Company has issued and allotted 20,00,000 equity shares of Rs. 10/- each at a price of Rs. 10/- each as per Regulation 76 of SEBI (ICDR) Regulations to the promoters as under on preferential basis after obtaining the exemption from Takeover Panel for relaxation of the provisions of Regulation 11 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The Company has obtained the Listing approval and Trading approval from Bombay Stock Exchange Limited and Madras Stock Exchange Limited where the shares of the Company are listed for the preferential issue.

- 7,62,979 Nos. of equity shares of Rs. 10/- each allotted against conversion of unsecured loan of Rs.76,29,789/- brought in by Dr Mohan Swami as per the approval obtained from the Reserve Bank of India vide communication bearing Ref No. FE.CO.FID/22458/ 10.01.001/2008-09 dated 8th March 2010;

- 12,37,021 Nos. of equity shares of Rs. 10/- each to M/s. Chase Perdana Sdn. Bhd as per the approval obtained from the Reserve Bank of India vide communication bearing Ref No.FE.CO.FID/22458/10.01.001/2008-09 dated 8th March 2010;

The Board of Directors are grateful to Dr Mohan Swami and Chase Perdana Sdn Bhd for their invaluable support and timely assistance to tide over the financial crisis and meet the long term and short term working capital requirements.

04. Deployment of 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 would be deployed solely for long term and short term working capital requirements.

05. Opportunities, challenges, risks and concerns

The Company is in the process of identifying core team to execute the business segments.

Cut throat competition coupled with higher costs in the inputs coupled with high inflationary levels are thrown open to the industry.

However, with the reputation enjoyed and wide experience of the promoters, the Company will be in a position to convert the challenges into opportunities.

Unfavourable factors such as policies of the Government and other external factors can affect the productivity of the Company.

06. Fixed Deposits

The Company has not accepted any deposits from the public during the year under report.

07. Industrial Relations

The industrial relations of the Company have been cordial.

08. Particulars of Employees

There are no employees who were in receipt of the remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year under review and hence annexure required under the said Section is not attached.

09.Retirement of Directors by rotation

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr Mohan Swami, Director is liable to retire by rotation and being eligible, he offers himself for re-appointment.

10. Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed :-

a) That in the preparation of accounts for the accounting period ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to materia^departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year and the Loss of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the year ended 31st March 2011 on a going concern basis.

11. Corporate Governance

The Company has complied with the requirements regarding Corporate Governance, as required under Clause 49 of the Listing Agreement with the Stock Exchanges where the Companys shares are listed. A report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

12. Auditors

M/s. S Vishnu & Co, Chartered Accountants, the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

13. 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 during the year under review are NIL.

14. Acknowledgement

The Board of Directors wishes to express its sincere appreciation to the Government Departments, shareholders, 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: 30lhApril 2011

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Mar 31, 2010

The Directors present herewith the Twenty Third Annual Report on the Annual Accounts for the year ended 31st March 2010.

01. Financial Results

The summarized financial results are given below .

For the year ended For the year ended S.No. Description 31st March 2010 31st March 2009 (Rs. in Lakhs) (Rs. in Lakhs)

01. Total Income 1.36 80.58

02. Total Expenditure 31.62 78.04

03. Profiti(Loss) before Interest and Depreciation (16.26) 2.54

04. Interest; Nil Nil

05. Profit/(Loss) before Depreciation (16.26) 2.54

06. Depreciation Nil Nil

07. Profit/(Loss) before Taxation (16.26) 2.54

08. Provision for Taxation Nil 0.30

09. Profit/(Loss) after Taxation (16.26) 2.24

02. Dividend

In view of loss, your Directors do not propose any dividend for the year ended 31st March 2010.

03. Industry Structure and Development

As mentioned in the last Annual Report, the Company has obtained the approval of the Government of India, Ministry of Industry & Commerce, Department of Industrial Policy & Promotion, FC Section, New Delhi for carrying out the business of development of serviced plots and construction of residential and commercial premises, business of manufacturers and distributors of all kinds of building materials and business of acquiring, improving and developing all rights in respect of leasehold and freehold rights or properties in which FDI upto 100% is permitted on the automatic route.

As the Members may be aware that the continuous losses for last many years resulted in the erosion of net worth of the Company and severe liquidity crunch. In order to tide over the financial crisis and to meet the long term and short term working capital requirements, it is considered expedient to create, offer for subscription, issue and allot 20,00,000 (Twenty Lakhs Only) equity shares of Rs. 10/- (Rupees Ten Only) each at the price of Rs. 10/- each or at such higher price as per Regulation 76 of SEBI (ICDR) Regulations to the promoters as under on preferential basis on such further terms and conditions as may be finalized by the Board of Directors to the persons belonging to the Promoter Group :-

7,62,979 Nos. of equity shares of Rs. 10/- each to be allotted against conversion of unsecured loan of Rs.76,29,789/- brought in by Dr Mohan Swami as per the approval obtained from the Reserve Bank of India vide communication bearing Ref No. FE.CO.FID/22458/10.01.001/2008-09 dated 8th March 2010;

12,37,021 Nos. of equity shares of Rs. 10/- each to M/s. Chase Perdana Sdn. Bhd as per the approval obtained from the Reserve Bank of India vide communication bearing Ref No.FE.CO.FID/22458/10.01.001/2008-09 dated 8th March 2010;

A separate agenda item is included in the Notice convening this Annual General Meeting for your approval by way of special resolution.

04. Opportunities, challenges, risks and concerns

The Company is well poised to capitalize on the situation and is in the process of identifying a core team to execute the business segments.

Cut throat competition coupled with higher costs in the inputs and cost of finance are thrown open to the industry.

However, with the experience gained over the years and possessed by the Management, the Company will oe in a position to convert the challenges into.opportunities.

Unfavourable factors such as policies of the Government and other external factors can affect the production and productivity of the Company.

05. Fixed Deposits

The Company has not accepted any deposits from the public during the year under report.

06. Industrial Relations

The industrial relations of the Company have been cordial.

07. Particulars of Employees

There are no employees who were in receipt of the remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year under review and hence annexure required under the said Section is not attached.

08.Retirement of Directors by rotation

In accordance with the provisions of the Companies Act," 1956 and the Articles of Association of the Company, Mr T S Raju, Director is liable to retire by rotation and being eligible, he offers himself for re- appointment.

09. Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed :-

a) That in the preparation of accounts for the accounting period ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year and the loss of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the year ended 31st March 2010 on a going concern basis.

10. Corporate Governance

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement with the Stock Exchanges where the Companys shares are listed. A report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

11. Auditors

M/s. S Vishnu & Co, Chartered Accountants, the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

12. Conservation of energy, technology absorption and adaptation and foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption and adaptation are NIL. The Company has earned foreign exchange to the tune of Rs. 14.78 lakhs and there is no foreign exchange outgo during the year under report.

13. Acknowledgement

The Board of Directors wishes to express its sincere appreciation to the Government Departments, shareholders, business associates and employees for their continued support.

By order of the Board of Directors For EPSOM PROPERTIES LIMITED

DR MOHAN SWAMI

DIRECTOR Registered Office

Regency House, 2A, Second Floor, 250/7, Anna Salai, Teynampet, CHENNAI 600 006

Dated: 30th April 2010