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Bee Electronic Machines Ltd.

BSE: 517203 Sector: Engineering
NSE: N.A. ISIN Code: INE038E01014
BSE 05:30 | 01 Jan Bee Electronic Machines Ltd
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Bee Electronic Machines Ltd. (BEEELECTRONICS) - Director Report

Company director report

Dear Members

The Directors of the company present the 37th Annual Report of your Company togetherwith the Audited financial statements and the Auditors Report of your company for thefinancial year March 31 2019. The summarized financial results for the year ended March31 2019 are as under:-

1) Financial Results –

Particulars For the Financial year ended March 31 2019 For the Financial year ended March 31 2018

Amt. in Lakhs

Amt. in Lakhs

Sales & Other Income 23.87 22.15
Gross Profit/ (Loss) 8.46 7.52
Depreciation 3.23 3.21
Interest 4.56 4.51
Profit/ (Loss) before Tax 0.67 (0.20)
Tax 0 0
Profit/ (Loss) after Tax 0.67 (0.20)

2) Review of Operations –

The Company has achieved a turnover (Sales and other income) of Rs.23.87 Lakhs againstRs.22.15 Lakhs reported last

year and there was a Gross Profit of Rs.0.67 Lakhs as compared to Gross Loss ofRs.(0.20) lakhs reported last year.

The Hon'ble BIFR had directed the Asset Sale Committee (ASC) to sell the surplus assetsof the Company at Tarapur and Daman. The sales proceeds were to be used to settle thestatutory dues along with the dues of the Bankers and UTI. Accordingly the ASC confirmedthe Sale of the Company's properties at Tarapur and Daman in favor of M/s. Mount OverseasPrivate Limited Mumbai who directly deposited a sum of Rs.270 lacs with the OperatingAgency for the purchase of the same. The Company was directed to prepare and submit theDraft Rehabilitation Scheme to the Operating Agency.

Accordingly the Operating Agency submitted its report to the Hon'ble BIFR vide theirletter No. CMW/OAD/180/JPV/2013 of date March 27th 2013 who directed the Operating Agencythereafter to retain this amount of Rs. 270 lacs in a No Lien deposit account (Short termfor 91 days) to be automatically renewed till further instructions and the same to be apart of Draft Rehabilitation Scheme.

In the interim period the secured lenders were not willing to wait for the DraftRehabilitation Scheme to be formulated circulated and approved as a consensus wasdifficult to be had within the Consortium and UTI. Based on directions from Hon'ble BIFRto settle the secured creditors of the Company individually the Company entered intodialogue with them for a One-time Settlement. After much follow up they individuallyagreed on the condition of upfront payment. The Company's finances did not permit this andso bridge-finance was arranged from M/s. Sai Ram Investments of Rs. 128 lacs. Unable tocommit to payment of interest on a percentage basis given the already existing financialburden it was agreed that the amount would be repaid to M/s. Sai Ram Investments from thesales proceeds together with 50% interest that would have accrued on the amount kept inthe No Lien Account with the Operating Agency. It was agreed between the Company and M/s.Sai Ram Investments that the bridge finance repayment would not exceed beyond 42 monthsfrom the date of first disbursal. The amount still rests with the Operating Agency whohave expressed their inability to release the amount without directions from appropriateauthority and hence the date of release remains uncertain and the figure of interest ispresently not determinable. Therefore no provision for interest has been made either asreceivable from Operating Agency or payable from the same to M/s. Sai Ram Investments. Thenecessary adjustments of interest receipt and interest payment would be made in the Bookson actual realization.

As per the directions of Hon'ble BIFR the promoters were required to bring in 25% ofthe Rehabilitation costs proposed in the Draft Rehabilitation Scheme. Accordingly thePromoters advanced to the Company Rs.88 lacs till date of reporting for the said purpose.The Hon'ble BIFR had ordered that the Draft Rehabilitation Scheme should be formulatedcirculated and submitted to the Board for approval. In the meanwhile since Hon'ble BIFRhas abated the matter will now need directions from the appropriate authority. The moniesreceived were utilized in settling the secured creditors of the Company. The Company hadreceived a representation from the Promoters seeking payment of interest (equivalent tothat of a savings bank account) on the amount advanced to the Company from financial year2017-18 onwards. Accordingly the Board has made payment of interest payable to thepromoter on the said amount in the current year 2018-19 as well as the previous year2017-18. M/s. Sai Ram Investments have also been actively pursuing the Company forrepayment of the bridge finance taken. The Company has requested the Operating Agency torelease the amount kept in No Lien Account on behalf of the Company. However in absenceof further instructions from appropriate authority the Operating Agency is unable to actin the matter.

On the other hand the highest bidder viz. M/s. Mount Overseas Private Limited havingdirectly deposited the entire sale proceeds with the OA have now moved the NationalCompany Law Tribunal Mumbai seeking directions for execution of documents for transfer ofthe Tarapur and Daman properties in their favor. The Operating Agency and the Company haveboth been made parties to the case. The Company finds itself disadvantaged in the matteras they have no clarity with respect to time frame for release of payment from the OA andhence find itself unable to execute documents for transfer of the properties at Tarapurand Daman. The matter is presently being heard at the NCLT Mumbai and is sub judisawaiting further directions.

On the operations front the Directors continue to look for business streams that canaugment the business volume of the

company. 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 2019.

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 2018-19.

6) Listing –

The Company's equity shares are listed on the BSE Limited. The Company has paid theannual listing fees up to the year 2014. Presently trading in the securities of theCompany has been suspended by the Stock Exchange. The Company had received a Notice forSuspension of the Company's Script from the Bombay Stock Exchange. The Company has repliedto the said Notice as per the directions in the said Notice. Thereafter the Bombay StockExchange has issued a Show Cause Notice in the Financial Express including the Companyamongst those earmarked for Compulsory Delisting on account of non-payment of Listing feesand other compliances. The Company officials have met the BSE officials and explained thesituation with regard to the status of the Company with Hon'ble BIFR/ NCLT amongst otherdevelopments. The Company has also complied with the requirements of the BSE albeit thepayment of the listing fees and penalties if any. The Company officials have alsoinformed the BSE that the Company's net worth stands totally eroded. The BSE officialshave noted all of the above and will act further as per the decision of their seniorofficials. The Company awaits further feedback from them.

7) Directors –

Mrs. Abhilasha K. Bhargava (DIN 00940237) Director retires by rotation at the end ofthe ensuing Annual General meeting and being eligible offers herself for re-appointment.The Board recommends her re-appointment as a Director on the Board of the Company. TheCompany's Board comprises of five Directors of which two Directors hold an Executiveposition 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
Mr. Venugopal R. Coontoor Non-executive Director – Independent
Ms. Karuna Kotiyan Non-executive Director – Independent
Mr. Rajendra C. Shah Non-executive Director – Independent

During the year there has been no change in the Directorship of the Company.

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:

There were 4 (four) Board meetings held during the financial year 2018-19. The Boardmet on the following dates - May

30th 2018; August 14th 2018; November 14th 2018 and February 14th 2019.

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) in which he/ she is a member
Ms. Karuna Kotiyan 4 2 Absent 0 0
Mr. K. Sudesh Kumar Acharya 4 4 Present 0 0
Ms. Abhilasha Bhargava 4 4 Present 5 0
Mr. Venugopal Coontoor 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 Companies Act 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.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 2018; August14th 2018; November 14th 2018 and February 14th 2019. All members were present at eachmeeting other than the ones held on November 14th 2018 and February 14th2019 where Ms. Karuna Kotiyan was absent.

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 14th 2019 and all the members werepresent at the meeting except

Ms. Karuna Kotiyan who was absent.

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 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 Kotiyan 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 2019.

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 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.

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 re-appointment. 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 2018-19 issued by the SecretarialAuditor has been attached as

Annexure C. The qualification made by the Auditor in her report and the management'sreply 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. 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.

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 –

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 the relevant information is as statedbelow:-

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 2019 the Equity Share Capital is Rs. 50000000 and Net worth standsfully eroded and is (Rs.25936449/ -). 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 framed thereunder.

22. PREVENTION OF SEXUAL HARRASSMENT AT 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 2019 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/-

K. Sudesh Kumar

Sd/-

Acharya Rajendra Kumar C. Shah

Date: 14-08-2019

Place: Mumbai Director Director