Your Directors have pleasure in present the 23rd Annual Report together with theAudited Statement of Accounts of Beeyu Overseas Ltd. for the financial year ended 31stMarch 2016.
|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 but before providing Depreciation and Tax ||(0.65) ||(1.45) |
|Less: Depreciation and Amortization Expenses ||2.74 ||2.74 |
|Profit/(Loss) before Tax for the year from continuing operations ||(3.39) ||(4.19) |
|Less: Current Tax Expenses ||NIL ||NIL |
|Profit/(Loss) for the year after tax from continuing operations ||(3.39) ||(4.19) |
In view of accumulated losses your Directors regret their inability to declare anydividend for the financial year ended 31st March 2016 .
As reported in previous Annual Report the Company has discontinued all itsmanufacturing activities. The Company is also exploring suitable diversificationopportunities. The operations of the Company has not been satisfactory in face of globalfinancial crisis and economic downturn. The Directors are making best efforts forimproving the working of the Company
The paid up equity shares as on 31st March 2016 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.
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 withListing Regulations the Board members were informed about risk assessment andminimization 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 of facilities.Business risk inter-alia further includes financial risk political risk fidelity risklegal risk.
As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequacy system of internal financial controls commensurate with sizescale and complexity of its operations to safeguard and protect from loss unauthorizeduse or disposition of its assets. All the transactions are properly authorized recordedand reported 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.
Your Board considers that the Internal Financial Controls effecting the FinancialStatements of our Company are adequate and are operating effectively.
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 a Board Meeting held on 01.10.2015 the Board had appointed Mr. Bhagwat Nayak(Membership No. A40959) as a Company Secretary of the Company under the category of KeyManagerial Personnel pursuant to the provisions of Section 203(1) (ii) and any otherapplicable provisions of the Companies Act 2013 and read with rule 8 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
Consequently Mr.Bhagwat Nayak has resigned as Company Secretary with closing hourson 30th June 2016. However the Company is taking steps to fill up the casual vacancy .
Pursuant to the provisions of Section 196 197 and 203 read with Schedule V and otherapplicable provisions if any of the Companies Act 2013 (Act) and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anystatutory modification(s) or re-enactment thereof for the time being in force) approvalof the Company be and is hereby accorded to the reappointment of Mr. Hemant Premji Thacker(DIN: 01662072) as Whole Time Director of the Company designated as Executive Director& Chief Financial Officer(CFO) of the Company who is eligible for appointment for aperiod of 5 years with effect from 1st August 2016
Pursuant to the provision of Companies Act 2013 and Listing Regulations the Board hascarried out annual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholders Relationship Committee. The evaluation of all the Directorsand the Board as a whole was conducted and the Board approved the evaluation results ascollated by the Nomination and Remuneration Committee.
NOMINATION AND REMUNERATION POLICY
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 Independent Directors of your Company have given necessary declaration underSection 149(7) of the Companies Act 2013& Listing Regulations that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 and thatthere is no change in their status of independence.
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. Details of all Board/Committee Meetings are given in the Corporate GovernanceReport which forms part of their Annual Report.
Your Board has a duly constituted Audit Committee in terms of Section 177 of theCompanies Act 2013 read with the Rules framed thereunder and Regulation 18 of the SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015.The terms of referenceof the Audit Committee has been approved by the Board. All the recommendations made by theAudit Committee were accepted by the Board.
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 |
|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 have 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 loss of the Company for that period;
(iii) that they have taken 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 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
All Related party Transactions are placed before the Audit Committee as also for theBoard for approval. FormAOC-2 is not attached with this Report as there was no suchrelated party transaction for which disclosure in terms of Section 134(3)(h) of theCompanies Act2013 read with Rule 8(2) of the Companies Account) Rules2014 is required.
The Company does not have any subsidiary companies.
INVESTMENTS LOANS AND GUARANTEE
The Company has not given any loans or given any guarantee
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.
DISLOSURE ON REMUERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY
Information as required under Section 197(2) of the CompaniesAct2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014 isnot required as there is no employee other than one Company Secretary. So figures are notcomparable
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.Allthe Board Members and the Senior Management personnel have confirmed compliance with theCode.
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 Annual General Meetingheld on 30.09.2014 for a period of three years subject to ratification by members at everyconsequent Annual General Meeting. Therefore ratification of appointment of StatutoryAuditors is being sought from the members of the Company at the ensuing AGM.
B) SECRETARIAL 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. Rakesh Kumar Gupta (C.P No. 15143) Practising Company Secretary toundertake the secretarial audit of the Company .The Secretarial Audit Report is annexedherewith as Annexure 1.
COMMENTS ON AUDITORS OBSERVATIONS
The Report of the Statutory Auditors alongwith Notes to Schedules is enclosed to thisreport. The Companys ability to continue as a going concern basis has been stated bythe Directors are of the view that Companys plans to substain in future by embarkingon measures.
COMMENTS ON SECRETARIAL AUDITORS OBSERVATIONS
The Board looking into the financial constraints of the Company and in the interest ofthe shareholders did not thing prudent to additionally burden with the increased cost ofthe 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 Act 2013 becomingeffective since 1st April 2014 best efforts are made to comply with the same.
As per Regulation 34(3) of SEBI (Listing Obligation & Disclosure Requirement)Regulations 2015 with the Stock Exchange a separate section on corporate governance apractices followed by the Company together with a certificate from the Statutory Auditorsconfirming 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 2016 and the date of the Report.
2. There is no change in business of the Company.
FAMILIARISATION PROGRAMMME FOR INDEPENDENT DIRECTORS
The Company has held familiarization programme for the Independent Directors.
In compliance with the requirements of the provisions of Section 178 of the CompaniesAct2013 read with Rules made thereunder and provisions of Schedule IV to the Act as theSEBI (Listing Obligations and Disclosure Reguirements) Regulations 2015 your Company hascarried out a performance evaluation programme for the Board of DirectorsCommittees ofthe Board and Individual Directors for the financial year ended 31st March2016.
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.
| ||By Order of the Board of Directors |
| ||Hemant Premji Thacker |
|Date : 10th August 2016 ||Whole-Time Director |
|Place : Kolkata ||DIN: 01662072 |