BEE ELECTRONIC MACHINES LIMITED
ANNUAL REPORT 2011-2012
Your Directors are pleased to present the 30th Annual Report of your
Company together with the Audited Statement of Accounts and the Auditors'
Report of your company for the financial year ended, 31st March, 2012. The
summarized financial results for the year ended 31st March, 2012 are as
1. Financial Results
Particulars For the financial For the financial
year ended year ended
31st March, 2012 31st March, 2011
Amount in Rs. Amount in Rs.
Sales & Other Income 20.06 59.39
Gross Profit/(Loss) (2.12) 7.50
Less: Depreciation 5.99 21.39
Profit/(Loss) before exceptional item. (8.11) (13.89)
Exceptional Item - Interest
provision written back 1314.96 Nil
Profit/(loss) before tax 1306.85 (13.89)
Less: Tax Nil Nil
Profit/(loss) after tax 1306.85 (13.89)
2. Review of Operation
The Company has achieved the sales and other income of Rs.20.16 lacs
against Rs.59.16 lacs reported last year. Based on the discussions with the
secured creditors with regard to proposed One-Time settlement, the interest
component provided for in the books amounting to Rs 1314.96 lacs is written
back as income and recorded as an exceptional item during the year under
review. There was a profit after tax of Rs. 1306.85 lacs during the year
under review as compared to the net loss after tax of Rs.13.89 lacs
reported last year. The Company's plants were temporarily closed and there
was no production. Your Directors are continuously looking for avenues for
future growth of the Company.
3. Sick Industrial Company
As the net worth of the Company had been fully eroded, the Board of
Director's had made a reference to the Board for Industrial and Financial
Reconstruction (BIFR). The Company's reference before the Hon'ble BIFR had
come up for hearing and the Company has been declared as a Sick Industrial
Undertaking. The Hon'ble BIFR has appointed Canara Bank as the Operating
Agency and has also directed that a Draft Rehabilitation Scheme be
prepared. The Board has at the last instance directed that the surplus
assets of the Company be sold through an Asset Sale Committee and that the
proceeds from the same be used to settle the dues of the secured creditors
and statutory dues. In the meanwhile, Company has been asked to submit the
Draft Rehabilitation Scheme to the Operating Agency. The work on the same
The Directors taking into account that there is no surplus from operation
do not recommend any dividend for the year ended 31st March, 2012.
The Company's Equity Shares are listed on the Mumbai Stock Exchange. During
the year, the Company has paid the pending annual listing fees of Mumbai
Stock Exchange upto the year 2011-12
Mr. K. Sudesh Kumar Acharya, Director retires by rotation at the ensuing
Annual General meeting and being eligible offers himself for re-
7. Particulars of Employee
There is no employee in the Company whose particulars are required to be
given under section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, as amended.
8. Auditors' Report
The observations of the auditors in their report are self-explanatory and
are dealt within the Notes to Accounts at appropriate places and therefore,
in the opinion of the Directors, do not call for further comments. The
Management however continues to make efforts to recover the doubtful loans
and advances and hence no provisions have been made. The Management on the
other hand is also endeavoring to reach an understanding with the secured
lenders of the Company and hence no interest provisions have been made.
M/s. Shankarlal Jain & Associates, Chartered Accountants, having its office
at Princess Street, Mumbai retire at the ensuing Annual General meeting of
the Company and being eligible offer themselves for re-appointment. Your
Directors recommend their re-appointment as Statutory Auditors of the
Company and request the members to appoint them and fix their remuneration.
10. Directors' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of
Directors of the Company confirms that-
a) In preparation of the Annual Accounts, the applicable accounting
standards have been followed with proper explanation relating to material
departures, if any.
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 the
company at the end of the financial year and of the profit or loss of the
company for that period.
c) The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.
d) The Directors have prepared the Annual Accounts on a going concern
11. Particulars of Energy Consumption, Foreign Exchange and Outgo
As required under Section 217 (1) (e) of the Companies Act, 1956 read with
Companies (Disclosures of Particulars in the Report of The Board of
Directors) Rules, 1988, the relevant information is as stated below -
The Company's operations involve low energy consumption. Wherever possible,
energy conservation measures are being implemented. The Company is not
involved in any Research and Development program presently. The foreign
exchange earning and outgo were nil.
12. Corporate Governance
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a
compliance report on the Corporate Governance is required to form a part of
the Annual Report along with the Auditors Certificate on its compliance.
The Company has taken necessary steps to comply with all the provisions of
Corporate Governance to the extent possible. The Management Discussion and
Analysis forms part of the Annual Report. A declaration by the Whole time
Director regarding the compliance with the Code of Conduct also forms part
of the Annual Report.
Your Directors place on record their gratitude for the continuing support
of Shareholders, Bankers and Business associates at all levels.
For and on behalf of the Board
Abhilasha Bhargava K Sudeshkumar Acharya
Whole time Director Director
Date : 31st July 2012
MANAGEMENT DISCUSSION & ANALYSIS
INDUSTRY STRUCTURE & DEVELOPMENT
The Company is presently engaged in manufacturing, marketing and providing
after-sales service support on a diverse range of Photocopier machines.
Presently, the Company operates in two segments i. e. marketing and
providing After-Sales-Service support.
The Industry in general has been going at the rate of 30 - 35% per annum in
the past with bulk of the business coming in from the replacement market.
However, the growth in the past few years has been impacted due to global
recession. The Company does not forsee an immediate change as the market is
saturated. There is a need for better product offering. However, given the
Company's present financial position, the Company is not suitably poised to
address a larger chunk of the market and has to content itself with
offering the best that it can, given its present situation, to retain its
The Company has enjoyed good tie-ups in all its major segments of
operations. Its erstwhile Principals have been specialized global companies
with niche product range and global acceptance.
The Company keeps monitoring the marketing opportunities for enhancing its
product offerings in tune with the growing needs. However, at times finds
itself restricted due to its financial constraints.
The major challenges that the Company is faced with in the Office
Automation Industry is product obsolescence and the inability of the
Company to offer a diverse range of Office Automation products. The Company
tries to hedge against technological and product obsolescence by ensuring
that the products offered meet competition standards. The Company also
faces the threat of cheap imports from East European and China based
The Company is exposed to risks from various fronts - manpower; product
offerings and the like. The Company tries to stem counter these risks to
the best of their ability in the given set of circumstances.
INTERNAL CONTROL SYSTEM
The Management Information & Review System is an important tool of
Company's Control Mechanism. Clearly defined rules, responsibilities and
objectives are set out at the beginning of the year for all concerned who
are entrusted with the operational responsibilities. Monitoring mechanisms
are in place and all policy decisions need to be cleared by the top
HUMAN RESOURCES/INDUSTRIAL RELATIONS
The Company recognizes that good human resource development is essential
for the success, growth and improvement of the Company. The Company's
constant endeavor has been to attract, retain and nurture human potential
by developing a culture of values. Your Company would like to record the
whole-hearted support and dedication received from employees at all levels.
Statements in the Management discussion and Analysis describing the
Company's objectives, projections, estimates, expectations may be 'forward
looking statements' within the meaning of applicable securities, laws and
Actual results could differ materially from those expressed or implied.
Important factors that could make a difference to the Company's operations
include economic conditions, change in the Government regulations, tax laws
and other statutes and other incidental factors.
Other matters such as operational and financial performance etc., have been
discussed under the respective heads in the Directors' Report.