Your Directors have pleasure in present the 24th Annual Report togetherwith the Audited Statement of Accounts of Beeyu Overseas Ltd for the financial year ended31st March 2017.
SUMMARISED FINANCIAL HIGHLIGHTS
|Particulars ||Current Year(in Rs) ||Previous Year(in Rs) |
|Total Revenue ||600000 ||600000 |
|Total Expenses ||1033361 ||938624 |
|Profit /(Loss) for the year before Tax for the year from continuing operations ||(433631) ||(338624) |
|Less: Deferred Tax ||2081210 ||NIL |
|Profit/(Loss) for the year after tax from continuing operations ||(2514841) ||(338624) |
In view of current year losses & accumulated losses your Directorsregret their inability to declare any dividend for the financial year ended 31st March2017 has been declared.
The Company has discontinued all its manufacturing activities. TheCompany is also exploring suitable diversification opportunities.
The paid up equity shares as on 31st March 2017 was Rs 141414530.During the year under review the Company has not issued any shares or any convertibledebentures.
The Company has not accepted any public deposits and as such no amounton account of principal or interest on public deposits was outstanding as on date of theBalance Sheet.
ECONOMIC SCENARIO AND OUTLOOK
India is expected to clock 7.1 per cent growth this year before edgingup to 7.5 per cent in 2018 underpinned by higher private and public consumption andincreased infrastructure spending. Inflation is projected to reach 5.3-5.5 per cent in2017 and 2018 which is somewhat above the official target of 4.5-5 per cent. The reporthowever noted that a key downside risk for India was heightened financial sector risksrelated to the concentration of bad loans in public sector banks.
While the impact of demonetization on the economy is expected to betransient a slower-than-expected recovery would particularly diminish the outlook forcash-intensive sectors and supply chains for agricultural products.
The region's developing economies are projected to grow at 5 percent and 5.1 per cent in 2017 and 2018 up from 4.9 per cent last year. Future economicgrowth will need to rely more on productivity gains compared to factor accumulation.
In view of the above the Directors are looking for new strategic plansof the Company
BUSINESS RISK MANAGEMENT
Although the Company has long been following the principle of riskminimization as is the norm in every industry it has now become a compulsion. The Boardmembers were informed about risk assessment and minimization procedures after which theBoard formally adopted steps for framing implementing and monitoring the risk managementplan for the Company.
The main objective of this policy is to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to Risk Management in order toguide decisions on risk related issues. In today's challenging and competitiveenvironment strategies for mitigating inherent risks in accomplishing the growth plans ofthe Company are imperative. The common risks inter-alia are: Regulations CompetitionBusiness Risk
Technology Obsolence Investments retention of talent and expansion offacilities. Business risk inter-alia further includes financial risk political riskfidelity risk legal risk. Since the Company is non operational the above mentioned risksdoes not exist.
As a matter of policy these risks are assessed and steps asappropriate are taken to mitigate the same.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequacy system of internal control commensurate withsize scale and complexity of its operations to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditors of the Company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In order to ensure that the activities of the company and its employeesare conducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behavior the company has adopted the vigilmechanism policy. This policy is explained in corporate governance report and also postedon website of Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per provisions of Section 152 of the Companies Act 2013 Mr. HemantPremji Thacker (DIN: 01662072) retires by rotation and being eligible offers himself forre-appointment. The Board recommends his re-appointment
At the 22nd Annual General Meeting of the Company held on 30thSeptember 2014 the Company had appointed existing two Independent Directors Mr. RameshKumar Jhawar (DIN 05167601) and Mr. Santanu Chattopadhyay (DIN 00278300) as IndependentDirectors under the Companies Act 2013 for 3 consecutive years for a term upto 31stMarch 2017. The Board of Directors of the Company proposes and recommended toshareholders for their approval re-appointment of Mr. Ramesh Kumar Jhawar & Mr.Santanu Chattopadhyay as Independent Directors for a second term of 5 consecutive yearsupto the annual general meeting to be held in the calendar year 2022. In the opinion ofthe board they fulfills the conditions of being Independent as specified in the Act andthe Rules made thereunder and are independent of the management of the Company.
Appointee Directors has furnished requisite declaration in Form DIR-8pursuant to Section 164(2) of the Companies Act 2014 to the effect that they are notdisqualified from being appointed/ re-appointed as a Director of the Company.
All Independent Directors have given declaration that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013.
Pursuant to the provision of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 the Board has carried outannual performance evaluation of its own performance the directors individually as wellthe evaluation of the working of its Audit Nomination & Remuneration and StakeholdersRelationship Committee. The evaluation of all the Directors and the Board as a whole wasconducted and the Board approved the evaluation results as collated by the Nomination andRemuneration Committee.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. For maintaining the independence of the Board andseparate its functions Company's policy is to have an appropriate combination ofExecutive and Independent Directors.
DECLARATION BY INDEPENDENT DIRECTORS
The Directors has received necessary declaration from each IndependentDirector under Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013. In the opinion ofthe board the Directors eligible for appointment fulfills the conditions of beingIndependent as specified in the Act and the Rules made thereunder and is independent ofthe management of the Company.
During the year 5 Board Meetings and one Independent Directors'meeting was held. The gap between two meetings did not exceed one hundred and twenty days.The dates on which the Board Meetings were held are as follows: 30/05/2016 11/ 07/201610/08/2016 14/11/2016 & 31/01/2017 respectively.
The details of which are also given in Corporate Governance Report. Theprovisions of Companies Act 2013 and listing regulations were adhered to whileconsidering the time gap between two meetings.
COMMITTEES OF THE BOARD
Audit Committee Nomination and Remuneration Committee and StakeholdersRelationship Committee has been constituted and the composition and their terms ofreference has been furnished in the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3) (c) of the Companies Act 2013:
(i) that in the preparation of the annual accounts the applicableaccounting standards have been followed with no material departures if any;
(ii) that the Directors 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 or loss of the Company for that period;
(iii) that proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) that the annual financial statements have been prepared on a goingconcern basis.
(v) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively.
(vi) that systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
There were no contracts or arrangements entered into by the Company inaccordance with the provisions of Section 188 of the Companies Act 2013. Hence FormAOC-2 is not attached.
The policy on related party transactions can be accessed on theCompany's website- www.beeyuoverseas.in.
The Company does not have any subsidiary companies.
INVESTMENTS LOANS AND GUARANTEE
There are no investments made loans given & guarantees andsecurities provided by the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
There are no significant and material orders passed by theRegulators/Courts which would impact the going concern status of the Company and itsfuture operations.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which isapplicable to the Member of the Board and all employees in the course of day to daybusiness operations of the Company.
The Code has been posted on the Company's website:www.beeyuoverseas.in.
All the Board Members have confirmed compliance with the Code.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new Act.The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 has been notified on 9th December 2013. Under the said Act every company isrequired to set up an Internal Complaints Committee to look into complaints relating tosexual harassment at work place of any women employee.
Our Company has adopted a policy for prevention of Sexual Harassment ofWomen at workplace. The Company does not have women employee. During the year Company hasnot received any complaint of harassment from any person dealing in association with theCompany.
PREVENTION OF INSIDER TRAINING
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The code requires pre-clearance for dealing in theCompany's shares and prohibits the purchase or sale of Company's shares by theDirectors and designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when Trading Window isclosed. The Board is responsible for implementation of the Code.
All Board Directors have confirmed compliance with the Code.
A) STATUTORY AUDITORS
M/s Rohit Shukla & Associates (Firm Registration No.315178E)Chartered Accountants have been appointed as statutory auditors of the company atthe Annual General Meeting held on 30.09.2014 for a period of three years subject toratification by members at every consequent Annual General Meeting. Reappointment of M/sRohit Shukla & Associates Chartered Accountants (Registration No 315178E) asStatutory Auditors of the Company has been made on the recommendation of the AuditCommittee for a consecutive term of 5 years to hold office from the conclusion of thisAnnual General Meeting till the conclusion of the Annual General meeting of the Company tobe held in calendar year 2022 (subject to ratification of their appointment at everyintervening AGM) at such remuneration as may be fixed by the Board of Directors of theCompany.There are no qualifications in the Audit Report.The observations are selfexplanatory.
B) SECRETERIAL AUDITORS
Pursuant to the provisions of section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mr. Rakesh Gupta (C.P No.15143) Company Secretary in Practice toundertake the secretarial audit of the Company. The Secretarial Audit Report is annexedherewith as Annexure 1 '.
EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATIONS RESERVATION ORADVERSE REMARKS OR DISCLAIMERS
As regards in observations in Secretarial Audit Report regarding:
1) Non compliance with the requirement of Section 203 of the CompaniesAct 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 in the matter of appointment of Company Secretary/ CFO.
Comments by Board:
1) The management states that the Company is making efforts forappointing a new company secretary to fill vacancy caused by resignation of previouscompany secretary on 30th June 2016.
2) Due to financial losses and shortage of cash in the company thefunctions of Chief Financial Officer is managed by the Whole time Director.
A separate section on corporate governance practices followed by theCompany together with a certificate from the Statutory Auditors confirming complianceforms as integral part of this report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGH EXCHANGEEARNINGS AND OUTGO
The information on conservation of energy technology absorption isnot applicable as no manufacturing activity took place during the year.
Foreign exchange earnings and outgo stipulated under Section 134(3)(m)of the Companies Act 2013 read with Rule 8 of the Companies Act 2014 is NIL
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT 9is annexed herewith as "Annexure 2"
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 ofthe Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 in respect of employees of theCompany is NIL as no employee falls within the limits of the Section.
The Company has one Executive Director and due to financial constraintsbeing faced by the company he has foregone his remuneration. Further no sitting fees havebeen paid to any Director during the year.
The particulars of the employees who are covered by the provisionscontained in rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are:
|a) ||Employed throughout the year ||Nil |
|b) ||Employed for part of the year ||Nil |
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act 2013 and Rules madeunder the Corporate Social Responsibility is not applicable to the Company for the yearunder review.
1. There were no material disclosures changes and commitments affectingthe financial position of the Company occurring between 31st March 2017 and the date ofthe Report except the following:
The Board of Directors have approved for the reduction of share capitalof the company to the extent of 90% of its paid up capital subject to the approval of theshareholders and the other regulatory authorities.
The proposed capital reduction wipe out the accumulated losses of thecompany and it will be beneficial to the company its shareholders (promoters as well asPublic category) and other connected to the company.
2. There is no change in business of the Company.
FAMILIARISATION PROGRAMMME FOR INDEPENDENT DIRECTORS
The Company has held familiarization programme for the IndependentDirectors.
DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION) RULE 2014
The information required pursuant to Section 197 read with Rule 5(1) ofthe Companies (Appointment and Remuneration) Rules 2014 in respect of employees of theCompany and Directors is not given as no remuneration is given to KMP/ Directors and thereis no employee in the Company except Whole time Director who is not receiving anyremuneration
In compliance with the requirements of the provisions of Section 178 ofthe Companies Act 2013 read with Rules made thereunder and provisions of Schedule IV tothe Act as the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015your company has carried out a performance evaluation programme for the Board ofDirectors Committees of the Board and Individual Directors for the financial year ended31st March 2017.
The Company has been very well supported from all quarters andtherefore your directors wish to place on record their sincere appreciation for thesupport and co-operation received from all associated with the Company.
| ||By Order of the Board of Directors |
| ||RAMESH KUMAR JHAWAR |
|Date : 29.05.2017 ||Chairman |
|Place : Kolkata ||DIN: 05167601 |