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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
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 36th Annual Report of your Company togetherwith the Audited financial statements and the Auditors Report of your company for thefinancial year March 31st 2018. The summarized financial results for the year ended March31st 2018 are as under:-

1) Financial Results -

Particulars For the Financial year ended March 312018 For the Financial year ended March 3120187
Amt in Lakhs Amt. in Lakhs
Sales & Other Income 22.15 23.43
Gross Profit/ (Loss) 7.52 6.07
Depreciation 3.21 (3.21)
Interest 4.51 (1.44)
Profit/ (Loss) before Tax (0.20) 1.42
Tax 0.52 0
Profit/ (Loss) after Tax 0.32 1.42

2) Review of Operations -

The Company has achieved a turnover (Sales and other income) of Rs.22.15 Lakhs againstRs.23.43 Lakhs reported last year and there was a Gross profit of Rs. 0.32 Lakhs ascompared to Gross Profit of Rs.1.42 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 the sales proceeds togetherwith 50% interest that would have accrued on the amount kept in the No Lien Account withthe Operating Agency. It was agreed between the Company and M/s. Sai Ram Investments thatthe bridge finance repayment would not exceed beyond 42 months from the date of firstdisbursal. The amount still rests with the Operating Agency who have expressed theirinability to release the amount without directions from appropriate authority and hencethe date of release remains uncertain and the figure of interest is presently notdeterminable. Therefore no provision for interest has been made either as receivable fromOperating Agency or payable from the same to M/s. Sai Ram Investments. The necessaryadjustments of interest receipt and interest payment would be made in the Books on actualrealization.

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.85 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 hasnow received a representation from the Promoters seeking payment of interest (equivalentto that of a savings bank account) on the amount advanced to the Company from the currentfinancial year onwards. Accordingly the Board has made provision of interest payable tothe promoters on the said amount. M/s. Sai Ram Investments have also been activelypursuing the Company for repayment of the bridge finance taken. The Company has requestedthe Operating Agency to release the amount kept in No Lien Account on behalf of theCompany. However in absence of further instructions from appropriate authority theOperating Agency is unable to act in the matter.

On the other hand the highest bidder viz. M/s. Mount Overseas Private Limited havingdeposited the entire sale proceeds with the OA have now moved the National Company LawTribunal Mumbai seeking directions for execution of documents for transfer of the Tarapurand Daman properties in their favor. The Operating Agency and the Company have both beenmade parties to the case. The Company finds itself disadvantaged in the matter as theyhave no clarity with respect to time frame for release of payment from the OA and hencefinds itself unable to execute documents for transfer of the properties at Tarapur andDaman. The matter is presently being heard at the NCLT Mumbai and is sub judis awaitingfurther 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 nonoperational 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 312018.

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) Listing -

The Company's equity shares are listed on the Mumbai Stock Exchange. The Company haspaid the annual listing fees of Mumbai Stock Exchange up to the year 2012. Presentlytrading in the securities of the Company has been suspended by the Stock Exchange. TheCompany had received a Notice for Suspension of the Company's Script from the Bombay StockExchange. The Company has replied to the said Notice as per the directions in the saidNotice. Thereafter the Bombay Stock Exchange has issued a Show Cause Notice in theFinancial Express including the Company amongst those earmarked for Compulsory Delistingon account of non-payment of Listing fees and other compliances. The Company officialshave met the BSE officials and explained the situation with regard to the status of theCompany with Hon'ble BIFR/ NCLT amongst other developments. The Company has also compliedwith the requirements of the BSE albeit the payment of the listing fees and penalties ifany. The Company officials have also informed the BSE that the Company's net worth standstotally eroded. The BSE officials have noted all of the above and will act further as perthe decision of their senior officials. The Company awaits further feedback from them.

6) Directors -

Mr. K. Sudesh Kumar Acharya (DIN 02267112) Director retires by rotation at the end ofthe ensuing Annual General meeting and being eligible offers himself for re-appointment.The Board recommends his 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 Shaikh Non-executive Director - Independent
Mr. Rajendrakumar C. Shah 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 tosubmit reports participate in discussions clarify on operations as maybe required fromtime to time. The Board meets at the close of the quarter to review the quarterlyperformance 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 2017-18. The Boardmet on the following dates - May 30th 2017; August 14th 2017; November 14th 2017 andFebruary 14th 2018.

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 Shaikh 4 4 Present 0 0
Mr. K. Sudeshkumar Acharya 4 4 Present 0 0
Ms. Abhilasha Bhargava 4 4 Present 5 0
Mr. Venugopal R. Coontoor 4 4 Present 0 0
Mr. Rajendra Kumar 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 Shaikh (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 2017; August14th 2017; November 14th 2017 and February 14th 2018. All members were present at eachmeeting.

B) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of 4 members of which 2 members arenon executive independent directors Ms. Karuna Shaikh (Chairperson) Mr. Rajendra kumar C.Shah Mr. K. Sudeshkumar Acharya and Ms. Abhilasha Bhargava. The terms of reference to theCommittee cover the matter specified under Regulation 19 of the SEBI (LODR) Regulationsand Section 178 of the Companies Act 2013.

The Company met on one occasion i.e. on February 14th 2018 and all the members werepresent at the meeting. 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 Shaikh 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 2018.

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.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149 (7) of The Companies Act 2013 that he/ she meets the criteria of independencelaid down in Section 149 (6) of The Companies Act 2013.

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.

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.

7. 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.

8. 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.

9. Secretarial Auditors -

The Secretarial Audit report for the financial year 2017-18 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:-

Auditors Remarks Managements reply
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 an able candidate is found.
The Company has not complied with the provisions of The Companies Act 2013 in respect to appointment of its CFO The Company would comply with the requirements shortly.

10. 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.

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 E.

12. 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.

13. 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.

14. 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.

15. 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 theReport 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.

16. 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.

17. 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.

The Management Discussion and Analysis forms a part of the Annual Report.

18. Details of subsidiary Joint Venture or Associate Company -

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

19. Obligation Of Company Under The Sexual Harassment Of Women At Workplace(Prevention Prohibition And Redressal) Act 2013

Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

20. 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.

21. 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: 14-08-2018 Abhilasha K. Bhargava Rajendra Kumar C. Shah
Place: Mumbai Whole time Director Director