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Bee Electronic Machines Ltd.

BSE: 517203 Sector: Engineering
NSE: N.A. ISIN Code: INE038E01014
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Bee Electronic Machines Ltd. (BEEELECTRONICS) - Director Report

Company director report

Dear Members

The Directors of the Company present the 34th Annual Report of your Companytogether with the Audited Financial Statements and the Auditors Report of your Company forthe financial year March 31st 2016. The summarized financial results for theyear ended March 31st 2016 are as under:

1. Financial Results-

PARTICULARS For the Financial year ended March 31st 2016 For the Financial year ended March 31st 2015
Amt. in Lacs Amt. in Lacs
Sales & Other Income 11.81 22.73
Gross Loss (3.40) (469.82)
Depreciation (3.21) (5.84)
Interest (1.44) (17.42)
Loss before Exceptional Item (8.05) (493.08)
Exceptional Item :- Secured lenders balance written back 389.34 655.17
Profit/ (Loss) before Tax 381.29 162.09
Tax 0 0.52
Profit/ (Loss) after Tax 381.29 161.57

2. Review of Operations –

The Company has achieved a turnover (Sales and Other Income) of Rs.11.81 lakhs againstRs.22.73 lakhs reported last year. The Company suffered a set-back in commencement of itsrehabilitation process as the Draft Rehabilitation Scheme (DRS) although formulated hasnot yet been approved by the Hon’ble BIFR. The Directors continue to look forbusiness streams that can augment the business volume of the Company. The Company’splants are presently shut due to various constraints.

3. Sick Industrial Company –

The Company had been declared as a Sick Industrial Company by the Board for Industrialand Financial Reconstruction New Delhi. As per directions of the Hon’ble BIFR theOperating Agency (Canara Bank) had constituted an Assets Sale Committee (ASC) for sellingthe surplus assets of the Company identified as the plants in Tarapur and Daman. As perthe earlier directions of Hon’ble BIFR the highest bid being that of M/s. MountOverseas Private Limited Mumbai had been accepted. The sale proceeds deposited by themwith the Operating Agency had been kept in a No Lien Account on behalf of the Company andthe sale proceeds were to form an integral part of the DRS. However the sale of the unitsattracted Capital Gains Tax (CGT) which the lenders were not agreeable to discount fromthe Sale proceeds. There were other objections raised on payments despite the same beingof a statutory nature. As the secured lenders were un-willing to change their stand theHon’ble BIFR prematurely rescinded the sale of the properties and directed that thesales proceeds received by the Operating Agency on behalf of the Company be refunded back.The bidder viz. M/s. MOPL

Mumbai have filed a Writ Petition in the Delhi High Court against the Order of theHon’ble BIFR. The Hon’ble BIFR has further issued a Show Cause Notice seeking aresponse on why the Company should not be wound up. The Company has preferred Appealsbefore the Appellate Authority for Industrial and Financial Reconstruction New Delhiagainst the Order. AAIFR have heard the matter and remanded the matter back to BIFR askingthem to review the Company‘s matter in light of newer developments. The matter ispresently being heard before the Hon’ble BIFR.

The Company’s management has been in dialogue with the secured lenders for quitesome time now with regard to reaching a One-Time settlement. The Company was finallysuccessful in reaching an understanding with the remaining of its secured lender i.e.Standard Chartered Bank (Sumitomo Mistui Banking Corporation/ Sakura Bank). TheCompany’s management has now successfully managed to settle all the secured lenders.

4. Dividend –

The Directors taking into consideration the present financial position of the Companydo not recommend any dividend for the year ended March 31st 2016.

5. Deposits

Details relating to Deposits:

a) Accepted during the year: NIL

b) Remained unpaid or unclaimed as at the end of the year: NIL

c) Default in repayment of deposits or payment of interest thereon during the year: NotApplicable d) Deposits not in compliance with the provisions of the Companies Act 2013:NIL

6. Listing –

The Company’s equity shares are listed on the Mumbai Stock Exchange. The Companyhas paid the annual listing fees of Mumbai Stock Exchange up to the year March 2014.Presently trading in the securities of the Company has been suspended by the StockExchange.

7. Directors –

Mr. K Sudesh Kumar Acharya (DIN 00267112) Director retires by rotation at the end ofthe ensuing Annual General meeting and being eligible offers himself for re-appointment.

The Company’s Board comprises of five Directors of which two Directors hold anExecutive position and the other three Directors are Independent Non-Executive Directors.

a. Composition of the Board:

Mr. K. Sudeshkumar Acharya Executive Director
Ms. Abhilasha K Bhargava Executive Director
Mr. Venugopal R. Coontoor Non-Executive Director – Independent
Mr. Rajendra Kumar Shah Non-Executive Director – Independent
Ms. Karuna Kotiyan Shaikh Non-Executive Director – Independent

b. Board Meetings:

The Board meetings of the Company are held at the registered office of the Company inMumbai. The notice and agenda for the meetings are sent 7 (seven) days in advance to theDirectors of the Company. The senior management team is invited to the Board meeting inorder to submit reports participate in discussions clarify on operations as mayberequired from time to time. The Board meets at the close of the quarter to review thequarterly performance and financial results of the Company amongst other matters.

c. Number of Board meetings conducted during the year

There were 4 (four) Board meetings held during the financial year 2014-15. The dates onwhich the Board met are: May 30th 2015; August 14th 2015; November14th 2015 and February 12th 2016 respectively.

d. Attendance of Directors at the Board meetings and the last AGM

Name of the Director No. of Board meetings held No. of Board meetings attended

Attendance at the last AGM

No. of Directorships in other Boards

No. of Committees (other than Bee Electronic Machines Limited) in which he/ she is a member

Ms. Karuna Shaikh 4 4 Present 0 0
Mr. K. Sudeshkumar Acharya 4 4 Present 0 0
Ms. Abhilasha Bhargava 4 4 Present 6 0
Mr. Venugopal R. Coontoor 4 4 Present 0 0
Mr. Rajendra Kumar C. Shah 4 4 Present 0 0


The Board has constituted committees comprising of non-executive and independentdirectors to focus on critical functions of the Company and also for smooth and efficientbusiness operations. The Committees meet at regular intervals for deciding various mattersand providing directions and authorizations to the management for its implementation. TheBoard takes note of the material recommendation/ decisions of the Committees and approves/deliberates and decides on them as needed.

The Board has accordingly constituted 3 (three) committees that comply with therequirements of the SEBI (LODR) Regulations 2015 as also the provisions of the CompaniesAct 2013.

A) Audit Committee:

The Audit Committee comprises of three members of which two are Independent Directors.The constitution of the Committee comprises of Ms. Karuna Kotiyan Shaikh (Chairperson)Mr. Venugopal Coontoor and Ms. Abhilasha Bhargava Members.

The terms of reference to the Audit Committee cover the matter specified underRegulation 18 of the SEBI (LODR) Regulations 2015 and Section 177 of the Companies Act2013.

The Committee met 4 (four) times during the current year on May 30th 2015August 14th 2015 November 14th 2015 and February 12th2016. All members were present at each meeting.

B) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of 3 Non Executive IndependentDirectors Ms. Karuna Kotiyan Shaikh (Chairperson) Mr. Rajendra Kumar C. Shah Mr. K.Sudeshkumar Acharya and Ms. Abhilasha Bhargava. The terms of reference to the Committeecover the matter specified under Regulation 19 of the SEBI LODR Regulations and Section178 of the Companies Act 2013.

The Committee met on one occasion i. e. on February 12th 2016 and all themembers were present at the meeting.

Disclosure of remuneration to Directors

Non-executive Directors were not paid any remuneration. The Whole time Director waspaid remuneration during the year as disclosed in Note 16 of the Accounts.

C) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee has been constituted specifically to look intothe redressal of the grievances of the security holders of the Company. The Committee hasbeen established under the Chairmanship of Ms. Karuna K. Shaikh with Mr. K. SudeshkumarAcharya and Ms. Abhilasha Bhargava as Members. The Committee met four times during theyear. All the members of the Committee were present at the meetings.

There were no pending shareholders complaints/ grievances and transfer of shares as onMarch 31st 2016.

The Company has designated an email id of the Compliance Officer specifically to lookafter investor grievances and to resolve them in a speedy manner.

The Board has appointed Mr. Umesh R. Phalorh Chief Financial Officer as the ComplianceOfficer. Email is:


The policy in respect of appointment and remuneration of KMP’s and other employeesin the Company "The Remuneration Policy" is attached herewith as Annexure A andthe information relating to the remuneration of Directors as required under Section197(12) of the Act is attached herewith as Annexure B.


The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/ she meets the criteria of independencelaid down in Section 149(6) of The Companies Act 2013.


The Company has established a Vigil Mechanism for enabling the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. The Audit Committee of the Board has been entrusted with theresponsibility of overseeing the Vigil Mechanism.


The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors. The Nomination and RemunerationCommittee of the Board is entrusted with the responsibility in respect of the same. TheCommittee studies the practices prevalent in the industry and advises the Board withrespect to evaluation of the Board members. On the basis of the recommendations of theCommittee the Board carries an evaluation of its own performance and that of itsCommittees and individual Directors.

8. Auditors Report –

The observations of the auditors in their report are self-explanatory and are dealtwith in the Notes to Accounts at appropriate places and therefore in the opinion of theDirectors do not call for further comments. The Management however continues to makeefforts to recover the doubtful loans and advances and hence no provisions have been made.

Similarly the Directors have not complied with the directions of the Hon’bleJudge (Senior Division) Palghar with respect to the Company’s property at Dahanuwhich was under litigation and Order of which was received in December 2013. The Companyhas filed an Appeal in the Bombay High Court and decision in the matter is awaited. As thematter is presently sub-judis the Company continues to retain the possession and rightsof the plant at Dahanu.

9. Auditors –

M/s. Shankarlal Jain & Associates Chartered Accountants having their office atPrincess Street Mumbai retire at the ensuing Annual General meeting of the Company andbeing eligible offer themselves for re-appointment. The Directors recommend theirre-appointment as Statutory Auditors of the Company and request the members to appointthem and fix their remuneration.

10. Secretarial Auditors –

The Secretarial Audit report for the financial year 2015-16 issued by the SecretarialAuditor has been attached as Annexure C. The qualification made by the Auditor in herreport and the managements reply to the same is as follows:-

Auditors Remarks Managements reply
1 The Company has not appointed a Company Secretary Company is on the look-out for a suitable candidate for the post and would shortly appoint him / her
2 The Company has not complied with the provisions of the Companies Act 2013 in respect of appointment of its CFO Company is on the look-out for a suitable candidate for the post and would shortly appoint him/ her

11. Particulars of Employees

The details of employees as per sub rule 2 and sub rule 3 of rule 5 of the Companies(Appointment and Remuneration) Rules 2014 is attached herewith as Annexure D.

12. Extract of Annual Return

The Extract of Annual return in Form MGT-9 in accordance with the provisions of Section134(3)(a) of The Companies Act 2013 is attached herewith as Annexure E.

13. Particulars of Loans Guarantees or Investments –

Particulars of loans guarantees given and investments made during the year areprovided in the financial statements forming part of this Annual Report.

14. Related Party Transactions –

Company has not entered into any transactions with related parties which requireddisclosure as per the provisions of Section 134(3)(h) of The Companies Act 2013.

15. Director’s Responsibility Statement –

In compliance to the requirements of Section 134(3)(c) of the Companies Act 2013 yourDirectors confirm that:

a) The Company has followed the applicable accounting standards in the preparation ofthe Annual Accounts and there has been no material departure.

b) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period.

c) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the annual accounts on a going concern basis

e) That the Directors has laid down internal financial control which are adequate andare operating effectively;

f) That the Directors had devised proper systems to ensure compliance with provisionsof all applicable laws and that such systems were adequate and operating effectively.

16. 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 therelevant information is as stated below:-

The Company’s operations involve low energy consumption. Whenever possible energyconservation measures are being implemented. The Company is not involved in any Researchand Development program presently. The foreign exchange earnings and outgo are nil.

17. Risk Management Policy –

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment and takes all measures necessary toeffectively deal with incidences of risks.

18. Corporate Governance –

The Company’s philosophy of corporate governance is aimed at assisting the topmanagement of the Company in efficient conduct of its business and in meeting itsobligations towards all stakeholders. The Company believes that ethical business conductis the foundation of efficient Corporate Governance.

The Management Discussion and Analysis forms a part of the Annual Report.

19. Details of Subsidiary Joint Venture and Associate Company –

The Company does not have any Subsidiary Joint Venture or Associate Company.

20. Acknowledgements –

Your Directors place on record their gratitude for the continuing support of theShareholders Bankers and the Business Associates at all levels.

The employee relations continued to be cordial throughout the year. Your Directors wishto place on record their sincere appreciation to all employees for their commitment andcontinued contribution to the Company.

21. Disclaimer –

The Management Discussion and Analysis contained herein is based on the informationavailable to the Company and assumptions based on experience in regard to domestic andglobal economy and also the final decisions w. r. t. pending litigations in variousCourts of Law on which the Company’s performance is dependent. It may be materiallyinfluenced by changes in economy government policies final judgments in the legalforums environment and the like on which the Company may not have any control whichcould impact the views perceived or expressed herein.

For and on behalf of the Board

Sd/- Sd/-
Date: August 12th 2016 Abhilasha Bhargava K. Sudesh kumar Acharya
Place: Mumbai Whole time Director Director