Your Directors have pleasure in present the 22nd Annual Report together with theAudited Statement of Accounts of Beeyu Overseas Ltd. for the financial year ended 31stMarch 2015.
SUMMARISED FINANCIAL HIGHLIGHTS (in lacs)
|Particulars ||Current Year ||Previous Year |
|Total Revenue ||6.00 ||6.00 |
|Profit /(Loss) for the year after charging all Expenses ||(1.45) ||(2.61) |
|but before providing Depreciation and Tax || || |
|Less: Depreciation and Amortization Expenses ||2.74 ||5.24 |
|Profit/(Loss) before Tax for the year from continuing operations ||(4.19) ||(7.85) |
|Less: Current Tax Expenses ||0 ||0.00 |
|Profit/(Loss) for the year after tax from continuing operations ||(4.19) ||(7.85) |
In view of accumulated losses your Directors regret their inability to declare anydividend for the financial year ended 31st March 2015.
As reported in previous year Annual Report the Company has discontinued all itsmanufacturing activities. The Company is also exploring suitable diversificationopportunities.
The paid up equity shares as on 31st March 2015 was Rs 141414530. During the yearunder review the Company has not issued any shares or any convertible debentures.
The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on date of the Balance Sheet.
ECONOMIC SCENARIO AND OUTLOOK
India is set to become the worlds fastest-growing major economy by 2016 ahead ofChina the International Monetary Fund (IMF) said in its recent latest forecast. India isexpected to grow at 6.3 percent in 2015 and 6.5 per cent in 2016 by when it is likely tocross Chinas projected growth rate the IMF said in the latest update of its WorldEconomic Outlook.
The government engineering an economic rebound with a slew of reforms has unveiled anew statistical method to calculate the national income with a broader framework thatturned up a pleasant surprise: GDP in the past year 2013-14 grew 6.9 percent instead ofthe earlier 4.7 percent.
The International Monetary Fund (IMF) and the World Bank in a joint report haveforecasted that India will register a growth of 6.4 percent in 2015 due to renewedconfidence in the market brought about by a series of economic reforms pursued by thegovernment.
In view of the above the Directors are looking for new strategic plans of the Company
BUSINESS RISK MANAGEMENT
Although the Company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. Therefore in accordance withClause 49 of the listing agreement the Board members were informed about risk assessmentand minimization procedures after which the Board formally adopted steps for framingimplementing and monitoring the risk management plan for the Company.
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues. In todays challenging and competitive environmentstrategies for mitigating inherent risks in accomplishing the growth plans of the Companyare imperative. The common risk interalia are: Regulations Competition Business RiskTechnology Obsolence Investments retention of talent and expansion offacilities.Business risk inter-alia further includes financial risk political riskfidelity risk legal risk.
As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control commensurate with size scale andcomplexity of its operations to safeguard and protect from loss unauthorized use ordisposition of its assets. All the transactions are properly authorized recorded andreported to the Management. The Company is following all the applicable AccountingStandards for properly maintaining the books of accounts and reporting financialstatements. The internal auditor of the Company checks and verifies the internal controland 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 employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted the vigil mechanismpolicy. This policy is explained in corporate governance report and also posted on websiteof Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the 21st Annual General Meeting of the Company held on 30th September 2014 theCompany had appointed the existing Independent Directors Mr Ramesh Kumar Jhawar (DIN05167601) and Mr Santanu Chattopadhyay (DIN 00278300) as Independent Directors under theCompanies Act 2013 for 3 consecutive years for a term upto 31st March 2017. AllIndependent Directors have given declaration that they meet the criteria of independenceas laid down under Section 149(6) of the Companies Act 2013 and Clause 49 of Listingagreement.
At a board meeting held on 31.03.2015 the Board had appointed Mrs. Ambika Baruah(DIN:00491205 )as an Additional Director in the category of Independent Director continues tohold office till the conclusion of the ensuing Annual General Meeting. The Company hasreceived a notice from a Shareholder pursuant to the provisions of Section 160(1) of theCompanies Act 2013 proposing the name of Mrs. Ambika Baruah for being appointed as aDirector of the Company. Mrs. Ambika Baruah has furnished requisite declaration in FormDIR-8 pursuant to Section 164(2) of the Companies Act 2014 to the effect that she is notdisqualified from being appointed re-appointed as a Director of the Company .In theopinion of the board she fulfills the conditions of being Independent as specified in theAct and the Rules made thereunder and is independent of the management of the Company. TheBoard proposes her appointment for a term of 5 consecutive years upto the annual generalmeeting to be held in the calendar year 2020. Mr Shouvik Kundu has resigned from the Boardw.e.f. 31.03.2015. In accordance with the provisions of Companies Act 2013 Mr HemantPremji Thacker Director retires by rotation and being eligible offers himself forre-appointment. He has furnished requisite declaration in Form DIR-8 pursuant to Section164(2) of the Companies Act 2013 read with Rule 14(1) of the Companies (Appointment andQualification of Directors) Rules 2013 to the effect that he is not disqualified frombeing re-appointed as a Director of the Company. The Key Managerial Personnel Mr HemantPremji Thacker continue to hold office during the year under review as Executive Director.He was also entrusted with the duties of Chief Finance Officer (CFO). Since hisappointment he has been heading the finance division of the Company. Mr. Abhishek Halanresigned on 1.7.2014 from the post of Company Secretary & Mr. Sushant Bhupal wasappointed on 26.12.2014 & has resigned from the post of Company Secretary on 1stApril2015.The Board is taking necessary steps to fill up the casual vacancy.
Pursuant to the provision of Companies Act 2013 and Clause 49 of Listing Agreementthe Board has carried out annual performance evaluation of its own performance thedirectors individually as well the evaluation of the working of its Audit Nomination& Remuneration and Stakeholders Relationship Committee. The evaluation of all theDirectors and the Board as a whole was conducted and the Board approved the evaluationresults as collated by the Nomination and Remuneration Committee.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. For maintaining the independence of the Board and separate its functionsCompanys policy is to have an appropriate combination of Executive and IndependentDirectors.
DECLARATION BY INDEPENDENT DIRECTORS
The Directors has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independence asprovided in Section 149(6) of the Companies Act 2013.
During the year 7 Board Meetings and one independent directors meeting was held.The details of which are given in Corporate Governance Report. The provisions of CompaniesAct 2013 and listing agreement were adhered to while considering the time gap between twomeetings.
The Company is having an Audit Committee comprising of the following directors:
|Name ||Status ||Category |
|Mr Ramesh kumar Jhawar ||Director ||Non-Executive Chairman & Independent |
|Mr Santanu Chattopadhyay ||Director ||Non-Executive & Independent |
|Mrs Ambika Baruah ||Director ||Non Executive Independent |
|Mr. Hemant Premji Thacker ||Wholetime Director ||Executive & Non Independent |
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
(i) that in the preparation of the annual accounts the applicable accounting standardshave been followed with no material departures if any;
(ii) that the Directors such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitor loss of the Company for that period;
(iii) that proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) that the annual financial statements have been prepared on a going concern basis.
(v) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
(vi) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
There were no contracts or arrangements entered into by the Company in accordance withthe provisions of Section 188 of the Companies Act 2013.The policy on related partytransactions can be accessed on the Companys website-www.beeyuoverseas.in AllRelated party Transactions are placed before the Audit Committee as also for the Board forapproval.
The Company does not have any subsidiary companies.
INVESTMENTS LOANS AND GUARANTEE
There are no investments loans & guarantee made by the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Memberof the Board and all employees in the course of day to day business operations of theCompany.
The Code has been posted on the Companys website www.beeyuoverseas.in.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
Our Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace. During the year Company has not received any complaint of harassment.
PREVENTION OF INSIDER TRAINING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Companys shares by the Directors and designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when Trading Window is closed. The Board is responsiblefor implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
A) STATUTORY AUDITORS
M/s Rohit Shukla & Associates (Firm Registration No. 315178E)Chartered Accountantshave been appointed as statutory auditors of the company at the last Annual GeneralMeeting held on 30.09.2014 for a period of three years subject to ratification by membersat every consequent Annual General Meeting. Therefore ratification of appointment ofStatutory Auditors is being sought from the members of the Company at the ensuing AGM.
B) SECRETERIAL AUDITORS
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. A.K. Labh M/s A.K. Labh & Co. (CP No. : 3238 FCS : 4848) CompanySecretary in Practice to undertake the secretarial audit of the Company. The SecretarialAudit Report is annexed herewith as Annexure 1.
COMMENTS ON AUDITORS OBSERVATIONS
The Report of the Statutory Auditors alongwith Notes to Schedules is enclosed to thisreport. The Directors are of the view that Notes to the Accounts adequately provide thenecessary information and answers to the observations of the Auditors in their Report.
COMMENTS ON SECRETARIAL AUDIOTRS OBSERVATIONS
1) With regard to observations of non-filing of some forms were mainly due to ambiguityand uncertainty of the applicability of the same for the relevant period. However theCompany would ensure in future that all the provisions are complied with the fullestextent. The Company has filed the requisite DIR-12 & MR-1 for appointment of KMP. TheInternal Auditors were appointed for the financial year 2014-2015 in the Board Meetingheld in the financial year 2013-2014.
2) The Board looking into the financial constraints of the Company and in the interestof the shareholders did not thing prudent to additionally burden with the increased costof the appointment of CFO as the Wholetime Director of the Company was looking into thefunctions of CFO entrusted by the Board. The volume & scope of work for CFO lookinginto the state of affairs is minimal and the Board is of the opinion that the job of CFOis not attractive commensurate with the scope of work and salary. The Board is of theopinion that the Company will make the requisite appointment when the financial positionof the Company in future improves. The Board would like to state that they have acted inthe best interest of the Company & shareholders & New Companies Act2013 becomingeffective since 1st April 2014 best efforts are made to comply with the same.
As per Clause 49 of Listing Agreement with the Stock Exchanges a separate section oncorporate governance a practices followed by the Company together with a certificate fromthe Statutory Auditors confirming compliance forms as integral part of this report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGH EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption is not applicable asno manufacturing activity took place during the year.
Foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 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 9 is annexedherewith as "Annexure 2".
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is NIL as no employee falls within the limits of the Section.
The Company has one Executive Director and due to financial constraints being faced bythe company he has foregone remuneration. Further no sitting fees has been paid to anyDirector during the year.
The particulars of the employees who are covered by the provisions contained in rule5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial 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 made under the CorporateSocial Responsibility is not applicable to the Company for the year under review.
1. There were no material disclosures changes and commitments affecting the financialposition of the Company occurring between 31st March 2015 and the date of the Report.
2. There is no change in business of the Company.
In accordance with the requirement of Section 197 of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 it is stated that no employee of the Company is drawing remuneration in excess of thelimit set out in the said rule.
Familiarisation programmme for Independent Directors
The Company has held familiarization programme for the Independent Directors.
DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULE 2014
The information required pursuant to Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration) Rules 2014 in respect of employees of the Company andDirectors is not given as no remuneration is given to KMP/ Directors and there are noemployee in the Company except Wholetime Director of the Company.
The Company has been very well supported from all quarters and therefore your directorswish to place on record their sincere appreciation for the support and co-operationreceived from all associated with the Company.
| ||For and on behalf of the Board of Directors |
|Place : Kolkata ||RAMESH KUMAR JHAWAR |
|Date :14th August 2015 ||(Chairman) |