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Bee Electronic Machines Ltd.

BSE: 517203 Sector: Others
NSE: N.A. ISIN Code: INE038E01014
BSE 05:30 | 01 Jan Bee Electronic Machines Ltd
NSE 05:30 | 01 Jan Bee Electronic Machines Ltd

Bee Electronic Machines Ltd. (BEEELECTRONICS) - Director Report

Company director report

Dear Members

The Directors of the company present the 39th Annual Report of your Company togetherwith the Audited financial statements and the Auditors Report of your company for thefinancial year March 31 2021. The summarized financial results for the year ended March31 2021 are as under :-

1) Financial Results

Particulars For the Financial year ended March 31 2021 For the Financial year ended March 31 2020

Amt. in Lakhs

Amt. in Lakhs

Sales & Other Income 33.69 29.31
Gross Profit/ (Loss) 14.17 16.81
Depreciation 2.35 2.35
Interest 3.15 3.28
Profit/ (Loss) before Tax 8.67 11.18
Tax (0.05) 0
Profit/ (Loss) after Tax 8.62 11.18

2) Review of Operations

The year under review has been a tough one for the industry at large on account of thepandemic and the Company has found it difficult to sustain its operations. The year of thepandemic saw the sales and services reduced drastically. Work from home was not an optionfor the Company's business so the employees stayed home as there were problems withlogistics etc. The operations of many of the Company's customers were also closed andhence the already stressed operations were further impacted. The Company has achieved aturnover (Sales and other income) of Rs.33.69 Lakhs against Rs.29.31 Lakhs reported lastyear and there was a Net Profit of Rs.8.62 Lakhs as compared to Net Profit of Rs.11.18lakhs reported last year.

The members are aware that the Company's surplus assets at Tarapur and Daman areear-marked for sale to M/s. Mount Overseas Private Limited Mumbai as per directives ofthe Hon'ble BIFR. The auction bidder deposited the sale proceeds of Rs. 270 lacs withCanara Bank Operating Agency. Subsequently as a result of the policies of theGovernment the proceedings at Hon'ble BIFR abated. The Operating Agency have expressedtheir inability to release the sales proceeds without a direction from the appropriateauthority. The Company holds possession of the properties as the execution of thedocuments for sale are pending. The Operating Agency continues to hold the sale proceedsas a No Lien deposit (short term for 91 days) to be automatically renewed as perdirectives of Hon'ble BIFR.

M/s. Mount Overseas Private Limited having directly deposited the entire sale proceedswith the OA have moved the National Company Law Tribunal Mumbai seeking directions forexecution of documents for transfer of the Tarapur and Daman properties in their name. TheOperating Agency and the Company have both been made parties to the case. The Companyfinds itself disadvantaged in the matter as they have no clarity with respect to timeframe for release of payment from the OA and hence find itself unable to execute documentsfor transfer of the properties at Tarapur and Daman. The matter is sub-judis presentlybeing heard at the NCLT Mumbai and pending directions.

The Company entered into individual One-time settlement arrangements with the securedcreditors of the Company based on directives from the Hon'ble BIFR. To meet the financerequirements a bridge-finance was arranged from M/s. Sai Ram Investments of Rs. 128 lacson the condition that the amount would be repaid from the sales proceeds together with 50%interest that would have accrued on the amount kept in the No Lien Account with theOperating Agency once realized. However as the date of release of the amount remainsuncertain the figure of interest is presently not determinable. Therefore no provisionfor interest has been made either as receivable from Operating Agency or payable from thesame to M/s. Sai Ram Investments. The necessary adjustments of interest receipt andinterest payment would be made in the Books on actual realization.

Given that considerable time has lapsed M/s. Sai Ram Investments have beenpressurizing the Company for repayment of the bridge finance. In light of the OperatingAgency not releasing the amount kept in custody with them and the Company having no othersway to repay the amount the Board formed the opinion that the Company should repay theamount by selling off the idle asset of the Company in Tarapur. The Company hasaccordingly requested M/s. Sai Ram Investments to accept the repayment in installments asthe Company is not in a position to repay the entire amount at one go without release ofthe money lying with the OA. The Board also felt that it would be highly inappropriate tokeep M/s. Sai Ram Investments waiting primarily because they stepped in to assist theCompany at a crucial juncture.

During the course of the year the Company received a notice from MIDC in respect tothe Company's unit at K-25 (1) MIDC Tarapur Industrial Estate. Due to the stressedfinancial condition over the past several years the Company has been unable to completethe formalities with MIDC with regard to the Building Completion Certificate. As perpolicies of MIDC if the Plot is lying unused and the building has not been completedMIDC can claim back the Plot by giving prior notice. After much follow-up and persuasionMIDC agreed to stop the takeover on the condition that the Company will pay additionalpenalty premium of around Rs.16 lakhs with a rider that the BCC must be obtained within 3months and production started immediately thereafter. The Company's management completedthe process of obtaining the Building Completion Certificate and began the search for abuyer for the same as it was not feasible to hold onto the Unit and keep paying additionalpremium. The Company is also not in a position to start production at this smaller unit inTarapur again given the pandemic situation. Hence keeping in mind the best interest ofthe Company at large and to reduce the liability of the Company by partially repaying theamount taken as bridge finance from M/s. Sai Ram Investments the unit at K-25 (1) MIDCTarapur was sold to M/s. Hemajali Polymers Private Limited. The sale proceeds were used torepay the amount due to M/s. Sai Ram Investments. The total amount paid in the last yearto M/s. Sai Ram Investments was Rs.88 lacs which was partially met from the sale proceedsof the unit and from promoter contribution.

The Promoters of the Company have advanced to the Company over Rs.197.59 lacs till dateof reporting. The amount has been advanced to meet the working capital requirements fromtime to time repayment of bridge finance taken from M/s. Sai Ram Investments and tosettle the secured creditors of the Company. Taking into consideration that they havestepped in whenever a need has arisen to support the Company the Board deems it fit tomake provision of interest to be paid on the sum advanced to the Company by them.Accordingly the Board has made a nominal 3% interest provision of Rs.3.15 lacs as againstthe amount of Rs.3.28 lacs provided for in the previous year as payable to the Promoter onthe said amount advanced from time to time.

On the operations front the Directors continue to look for means and avenues torestructure the business while keeping a tight rein on expenses. The Directors are alsoensuring and cutting all frivolous and redundant expenses incurring only those expensesthat support the business so as to give the Company a chance to survive these difficulttimes. The company's plants are presently non operational due to various constraints.

3) Dividend

The Directors taking into consideration the present financial position of the companydo not recommend any dividend for the year ended March 31 2021.

4) Deposits

Details related 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

5) Transfer to reserves -

The Board does not propose transfer to reserves for the year 2020-21.

6) Listing

The Company's equity shares are listed on the BSE Limited. The Company has paid theannual listing fees of up to the year 2019-20. Trading in the securities of the Companyhas been suspended by the Stock Exchange over the past several years. The Company hadreceived a Notice for Compulsory Delisting of the Company's Scrip from the Bombay StockExchange on account of non-payment of Listing fees amongst other compliances. Given theCompany's present financial situation and the fact that the Company's net-worth standstotally eroded the Company is not in a position to meet the enhanced listing fees of theexchange or even incur other Compliance related expenses. The Company has accordinglyreplied to the notice received from BSE.

The Company received requests from 7 (seven) members of the promoter group forreclassifying them as public shareholders. The said 7 shareholders were earlier includedin the promoter group list as a matter of abundant precaution so that immediate anddistant relatives of the promoters were not left out. The 7 applicants collectively hold6250 equity shares of the Company constituting 0.20% of the issued and paid-up sharecapital of the Company. They do not exercise any control over the company. They are in noway connected with the management or the affairs of the Company. They neither haverepresentation on the Board of Directors of the Company nor hold any Key ManagerialPersonnel position in the Company. The Company has also not entered into any shareholderagreement with them. Further they do not have any special rights as to voting powers orcontrol of the Company nor any special information rights.

Based on the requests received from the Applicants the matter was discussed by theBoard of Directors of the Company and it was decided to get these 7 applicantsreclassified from the "promoter and promoter group" category to"public" with the approval of the Stock Exchange.

7) Directors

Ms. Abhilasha Bhargava (DIN 00940237) Director retires by rotation at the end of theensuing Annual General meeting and being eligible offers herself for re-appointment. TheBoard recommends her reappointment as a Director on the Board of the Company.

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:
Name of the Director Status
Ms. Abhilasha Krishna Bhargava Executive Director
Mr. K. Sudesh Kumar Acharya Executive Director
Ms. Karuna K Shaik Non-executive Director Independent
Mr. Rajendra Kumar C. Shah Non-executive Director Independent
Mr. Varghese Kavungal Non-executive Director Independent

Board meetings:

The Board meetings of the Company are held at the registered office of the Company inMumbai. The Notice and Agenda of 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.

Number of Board meetings conducted during the year:

Taking into consideration the lock-down for the pandemic there were 3 (three) Boardmeetings held during the financial year 2020-21. The Board met on the following dates July31st 2020; September 15th 2020; and February 13th2021.

B) 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) where he/ she is a Director
Ms. Karuna K Shaik 4 0 Absent 0 0
Mr. K. Sudesh Kumar Acharya 4 4 Present 0 0
Ms. Abhilasha Bhargava 4 4 Present 5 0
Mr. Varghese K. 4 4 Present 0 0
Mr. Rajendra C. Shah 4 4 Present 0 0

COMMITTEES OF THE BOARD

The Board has constituted committees comprising of non-executive and independentdirectors to focus on critical functions of the Company and also for the smooth andefficient business operations. The Committees meet at regular intervals for decidingvarious matters and providing directions and authorizations to the management for itsimplementation. The Board takes note of the material recommendations/ decisions of thecommittees 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 (Chairperson) Mr.Varghese Kavungal 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 3 (three) times during the current year on July 31st2020;September 15th 2020 and February 13th 20201. All members werepresent at each meeting. Ms. Karuna K. Shaik joined the meeting via electronic means.

B) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of 4 members of which 2 members areNon-Executive Independent directors Ms. Karuna Kotiyan (Chairperson) Mr. Rajendra kumarC. Shah Mr. K. Sudesh kumar Acharya and Ms. Abhilasha Bhargava. The terms of reference tothe Committee cover the matter specified under Regulation 19 of the SEBI (LODR)Regulations and Section 178 of the Companies Act 2013.

The Company met on one occasion i.e. on February 13th 2021 and all themembers were present at the meeting. Ms. Karuna K. Shaik attended the meeting viaelectronic means.

Disclosure of Remuneration to Directors

Non-Executive Directors were not paid any remuneration. The Executive Directors werepaid remuneration during the year as disclosed in Note 15 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. Shaik with Mr. K. Sudesh kumarAcharya and Ms. Abhilasha Bhargava as members. The Committee met three 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 2021.

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

The Board has appointed Mr. Umesh R. Phalorh Chief Financial officer as the ComplianceOfficer. Email id: investors@beeelectronic.com

DETAILS OF REMUNERATION TO DIRECTORS

The policy in respect of appointment and remuneration of KMP's and other employees inthe Company "The Remuneration Policy" is attached herewith as Annexure A and theinformation relating to the remuneration of Directors as required under Section 197 (12)of the Act is attached herewith as Annexure B.

VIGIL MECHANISM

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.

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS

All Independent Directors of the Company have individually and severally given adeclaration pursuant to Section 149(7) of the Companies Act 2013 affirming compliance tothe criteria of Independence as laid down under Section 149(6) of the Companies Act 2013.Based on the declaration(s) of Independent Directors the Board of Directors recorded itsopinion that all Independent Directors are independent of the Management and havefulfilled the conditions as specified in the Companies Act 2013 rules made thereunder aswell as applicable provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

BOARD EVALUATION

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 practice prevalent in the industry and advises the Board withrespect to evaluation of the Board members. On the basis of the recommendations of theCommittees 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 Account at appropriate places. The Company states that with respectto non-filing of the quarterly financial statements they have already uploaded allquarterly financial statements without Limited Review Report on the Listing website of theBombay Stock Exchange and have also emailed the same to the BSE. albeit without thelimited review report. In these pandemic times it has not been possible to co-ordinatefor the same however abundant care was taken to file the quarterly financials with theStock Exchange and they have been uploaded on the BSE website. The financial statementshave also been uploaded on the Company website www.beeelectronic.com The statutorty auditfor the FY 2020-21 was carried out by the statutory auditors and the financials were inline with what was filed with the BSE. The statements tally with the

9. Auditors

M/s. Bhatter & Paliwal Chartered Accountants having their office at Marine LinesMumbai retire at the ensuing Annual General meeting of the Company and being eligibleoffer themselves for reappointment. The Directors recommend their re-appointment asStatutory Auditors of the Company and request the members to appoint them and fix theirremuneration.

10. Secretarial Auditors

The Secretarial Audit report for the financial year 2020-21 issued by the SecretarialAuditor has been attached as Annexure C. The qualification made by the Auditor in herreport and the management's reply to the same is as follows:-

Sr. No. Auditors Remarks Management reply
1. The Company has not appointed a Company Secretary. Company is on the look-out for a suitable candidate. Would fill the vacancy as soon as a suitable candidate is found as it is difficult to find someone willing to join a SICK/ NCLT Company.
2. The Company has not appointed Internal Auditors In view of low business volume while preparing the quarterly results a limited review is carried out by the statutory auditors and the accounts are also periodically reviewed by the Audit Committee.
3 Non-filing of DIR 12 for Shri Varghese Kavungal's appointment The Company's status in MCA is presently as ACTIVE Non-compliant because without appointment of Company Secretary it is not possible for the Company to file the relevant forms as the MCA site does not permit filing of any form other than Annual Filings. The Company is trying to find a solution to the same.

11. 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 D.

12. 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 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

The Company has not entered into any transaction with related parties which requireddisclosure as per the provision 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 2013your Directors 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 have 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 have prepared the annual accounts on a going concern basis

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

f) That the Directors have devised proper systems to ensure compliance with provisionsof all applicable laws and that such systems are 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(Disclosure 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 activity 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 itsobligation towards all stakeholders. The Company believes that ethical business conduct isthe foundation of efficient corporate governance.

In terms of Regulation 15(1) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the provisions related to Corporate Governance asspecified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of regulation46 and para C D and E of schedule V shall not be applicable in respect of companieshaving paid up equity share capital not exceeding Rs.10 Crore and Net worth not exceedingRs.25 Crore as on the last day of the previous financial year.

As on March 31 2021 the Equity Share Capital is Rs. 31800000 and Net worth standsfully eroded and is (Rs.23956502/-). Hence the company is not required to provide aseparate report on corporate governance and also the certificate from the Company'sAuditors confirming the compliance of Corporate Governance.

19. Change in the nature of business

During the period under review there is no change in the nature of business of theCompany. The Company continues to operate in the Office Automation Sector.

20. Details of Subsidiary Joint Venture or Associate Company

The Company does not have any subsidiary Joint venture or Associate Company.

21. Reporting of frauds

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Board under Section 143(12) of Act and Rules framedthereunder.

22. Prevention of Sexual harassment at the workplace

The Company has zero tolerance towards sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rule made thereunder. During the year underreview there were no cases filed or reported pursuant to the provisions of the said Act.

23. Material changes affecting the financial position of the Company

During the year ended March 31 2021 there were no material changes and commitmentsaffecting the financial position of the Company have occurred.

24. Corporate Social Responsibility

Since the provisions as laid down in Section 135 of the Companies Act 2013 are notapplicable to the Company hence no such Committee has been formed.

25. Significant and material orders passed by the Regulators or Courts

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.

26. Management discussion and Analysis

The Management Discussion and Analysis Report on the operations of the Company asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided in a separate section and forms an integral part of this Report.

27. Acknowledgements

Your Directors place on record their gratitude to the continuing support of theshareholders 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.

28. Disclaimer

The Management Discussion and Analysis contained herein is based on the informationavailable to the Company and assumptions made based on experience with regard to domesticand global economy and also the final decisions of the pending litigation 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 or may not have any controlwhich could impact the views perceived or expressed herein.

For and on behalf of the Board

Sd/- Sd/-
Date: 31-08-2021 Abhilasha K. Bhargava K. Sudesh Kumar Acharya
Place: Mumbai Director Director

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