Your Directors present the 28th Annual Report together with the Audited Statement ofAccounts of Beeyu Overseas Ltd for the financial year ended 31st March 2021.
SUMMARISED FINANCIAL HIGHLIGHTS
|Particulars ||Current Year (in Rs.) ||Previous Year (in Rs) |
|Total Revenue ||1564042 ||1560882 |
|Total Expenses ||1372679 ||2034928 |
|Profit /(Loss) for the year before Tax for the year from continuing operations ||191363 ||(474046) |
|Less: Current Tax ||Nil ||Nil |
|Deferred Tax ||35001 ||45988 |
|Profit/Loss) for the year after tax from continuing operations ||156362 ||(520034) |
DIVIDEND & RESERVES
Your Directors have not declared any dividend for the financial year ended 31st March2021. There is no amount transferred to General Reserves during the year.
The Company has discontinued all its manufacturing activities. The Company is alsoexploring suitable opportunities. The business scenario is gaining ground and the Board isoptimistic that our Company will soon be able to regain its past status. The financialyear 2020-2021 will be remembered as the year of COVID-19 the global pandemic.It was adifficult year not only for India but also globally . The COVID-19 pandemic has disturbednormal business operations of the Company due to frequent lockdowns .While the economy arere-opening gradually and large scale vaccination is expected to bring normalcy. The propersocial distancing norms are being followed as directed by Central and State Authorities.
The paid up equity shares as on 31st March 2021 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. The Board members wereinformed about risk assessment and minimization procedures after which the Board formallyadopted steps for framing implementing and monitoring the risk management plan for theCompany.
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 today's challenging and competitive environmentstrategies for mitigating inherent risks in accomplishing the growth plans o f the Companyare imperative. The common risks inter-alia are: Regulations Competition Business RiskTechnology Obsolesence Investments retention of talent and expansion of facilities.Business risk inter-alia further includes financial risk political risk fidelity risklegal risk. Since the Company is non operational the above mentioned risks does not exist.
As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.
INTERNAL FINANCIAL 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 auditors 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 the weblink for thesame is http:// www.beeyuoverseas.in/Whistle_Blower_Policy.pdf.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr.Hemant Premji Thacker has resigned from the services of Wholetime Director w.e.f15.04.2021 . The Board has appointed Mr.Pranab Chakraborty as Additional Director w.e.f15.04.2021 to hold office upto the ensuing AGM .The Board in the same meeting designatedhim as Wholetime Director w.e.f 15.04.2021 liable to retire by rotation for a period ofthree years .
Ms. Dolly Prasad Independent Woman Director has resigned from Directorship of theCompany w.e.f. 01.04.2021 and the Company has appointed Mrs. Anju Jhunjhunwala (DIN:09207960 ) on the Board as Independent Woman Director w.e.f 22nd June 2021 for aconsecutive term of 5 (five) years subject to shareholders approval.
As per provisions of Section 152 of the Companies Act 2013 Mr.Pranab Chakrabortyretires by rotation and being eligible offers himself for appointment. The Boardrecommends his appointment to the shareholders . He has furnished requisite declaration inForm DIR-8 pursuant to Section 164(2) of the Companies Act 2014 to the effect that he isnot disqualified from being continuing as a Director of the Company.The Board recommendsboth the resolutions for approval of shareholders.
There are no Directors on the Board of the Company that has been debarred ordisqualified from being appointed or continuing as director of companies by SEBI Ministryof Corporate Affairs or any such other Statutory Authorities.In the opinion of the Boardall the independent directors are persons of integrity possess relevant expertise andexperience and are independent of management Regarding proficiency the Company has adoptedrequisite steps towards the inclusion of the names of all Independent Directors in thedata bank maintained with the Indian Institute of Corporate Affairs Manesar(IICA).Accordinglythe Independent Directors of the Company have registered themselves with theIICA for the said purpose. In terms of Section 150 of the Act read with Rule (4) ofCompanies (Appointment & Qualification of Directors) Rules 2014 the IndependentDirectors are required to undertake online proficiency self assessment test conducted byIICA within a period of 2 years from the date of inclusion of their names in the databank. Both of our Independent Directors are exempted from passing the online proficiencyself assessment test as specified in amended Rules and furnished proof of the same.
KEY MANAGERIAL PERSONNEL
The following persons have been appointed as Key Managerial Personnel of the Company incompliance with the provisions of section 203 of the Companies Act 2013 :
1. Mrs. Sweety Killa - Company Secretary
2. Mr. Shouvik Kundu - CFO
3. Mr. Pranab Chakraborty - Wholetime Director w.e.f 15.04.2021
Pursuant to the provision of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 the Board has carried out annual performanceevaluation of its own performance the directors individually as well the evaluation ofthe working of its Audit Nomination & Remuneration and Stakeholders RelationshipCommittee. The evaluation of all the Directors and the Board as a whole was conducted andthe Board approved the evaluation results as collated by the Nomination and RemunerationCommittee.
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. The Company Secretary is the secretary of this Committee. For maintainingthe independence of the Board and separate its functions Company's policy is to have anappropriate combination of Executive and Independent Directors .
The objectives of the NRC policy is to lay down criteria and terms and conditions withregard to identifying person who are qualified to become Directors and persons who may beappointed in KMP and SMP. Position and to evaluate the performance of Directors. The NRCcommittee of the Board (the Committees) along with the Board should consider the positiveattributes independence appropriate and diverse qualifications and skills
The weblink for the same is http://www.beeyuoverseas.in/docs/NOMINATION_REMUNERATION_POLICY.PDF.
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. In the opinion of the board theDirectors eligible for appointment fulfills the conditions of being Independe nt asspecified in the Act and the Rules made thereunder and is independent of the management ofthe Company.
During the year 4 (Four) Board Meetings and one Independent Directors' meeting washeld. The maximum interval between any two meetings was within the maximum allowed gappursuant to the Companies Act2013 and SEBI Listing Regulations read with the Circularsissued by MCA and SEBI with respect to increase in the gap and extension for holdingmeetings pursuant to COVID-19 pandemic. The dates on which the Board Meetings were heldare as follows:
30.06.2020 08.09.2020 06.11.2020 & 10.02.2021 respectively. The details of whichare also given in Corporate Governance Report. The provisions of Companies Act 2013 andlisting regulations were adhered to while considering the time gap between two meetings.
COMMITTEES OF THE BOARD
Audit Committee Nomination and Remuneration Committee and Stakeholders RelationshipCommittee has been constituted and the composition and their terms of reference has beenfurnished in the Corporate Governance Report.
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 profitsof 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. Hence Form AOC-2 is notattached.The policy on related party transactions can be accessed athttp://www.beeyuoverseas.in/Related_Party_Transaction_Policy.pdf.
SUBSIDIARY & ASSOCIATE COMPANIES
The Company does not have any subsidiary or associate companies.
INVESTMENTS LOANS AND GUARANTEE
There are no investments made loans given & guarantees and securities provided bythe Company.during the current year and previous years.
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 Company's website : http://www.beeyuoverseas.in/docs/POLICY_ON_CODE_OF_CONDUCT.pdf.
All the Board Members and senior management personnel have confirmed compliance withthe 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 if the employee strength is 10 or more.
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 from anyperson dealing in association with the Company.
The following is a summary of Sexual Harassment Complaints received and disposed offduring the financial year 2020-2021
a. Number of complaints pending at the beginning of the year - NIL
b. Number of complaints of Sexual Harrassment received during the year - NIL
c. Number of cases pending for more than ninety days - NIL
d. Number of cases pending for more than ninety days - NIL
e. Number of workshops or awareness programme against Sexual Harrasmment carried out -One
f. Nation of action taken by the Company - N.A.
g. Number of complaints pending at the end of the year - NIL
The Company has laid down well defined risk management mechanism covering the riskexposurepotential impact and risk mitigation process. The Board periodically reviews therisks and suggest stpes to be taken to control and mitigate the same through a properlyframework.
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 Company's shares and prohibitsthe purchase or sale of Company's shares by the Directors and designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors have confirmed compliance with the Code and the weblink ishttp://www.beeyuoverseas.in/docs/ BOL_Code_of_insider_Trading.pdf.
A) STATUTORY AUDITORS
The Company has reappointment of M/s Rohit Shukla & Associates CharteredAccountants (Registration No 315178E) as Statutory Auditors of the Company on therecommendation of the Audit Committee for a consecutive term of 5 years to hold officefrom the conclusion of 24th Annual General Meeting till the conclusion of the 29th AnnualGeneral meeting of the Company to be held in calendar year 2022 .
The Companies (Amendment Act) 2017 has waived the requirement of ratificationhowever the Statutory Auditors have confirmed their eligibility to continue as Auditors.
There are no qualifications in the Audit Report except that accumulated losses haveexceeded 50% of networth of the Company .
The Management state that it sold its tea manufacturing unit at Ooty Tamilnadu a fewyears ago and leased out its office at Kolkata and that Directors are making best effortsto make the networth of the Company positive.
(B) INDIAN ACCOUNTING STANDARDS (INDAS) The Ministry of Corporate Affairs dated videits notification in the official gazette dated Febrruary162015 notified the IND ASapplicable to certain class of Companies . IND AS has replaced the existing Indian GAAPprescribed under Section 133 of the CompaniesAct2013 read with Rule 7 of the Companies(Accounts) Rules 2014.
C) 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 M/s. Ekta Goswami & Associates (ACS: 40657 C.P. No. 16778) CompanySecretary in Practice to undertake the secretarial audit of the Company. The SecretarialAudit Report is annexed herewith as Annexure I'.There are no qualifications oradverse remarks by the Secretarial Auditors
A separate section on corporate governance practices followed by the Company togetherwith a certificate from the Statutory Auditors confirming compliance forms as integralpart of this report-Annexure -11 .
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
With Notification of the Companies (Management and Administration )Amendment Rules2021dt.5th March2021 the erstwhile Rule 12 of the MGT-Rules has been substituted to do awaywith the requirement of attaching the extract of Annual Return with the Board's reportcompletely.
In terms of Section 92(3) of the Companies Act2013 and Rule 12 of theCompanies(Management and Administration )Rules2014 Annual Return of the Company isavailable on the website of the Company at the said linkhttps://www.beeyuoverseas.in/investors.
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 CFO and due to financial constraints beingfaced by the company they have foregone their remuneration. Further no sitting fees havebeen paid to any Director during the year. The Company Secretary only draws remuneration.
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 2021 and the date of the Report:
2. There is no change in business of the Company.
3. Website of the Stock Exchange; Disclosure and filing with the BSE Ltd by the Companyare also hosted on website of the Company.
4. Disclosures; The Company also informs by way of intimation to the StockExchange all price sensitive matters as such other matters which is in its opinion arematerial and have relevant to the shareholders.
5. The Company has hosted on its websites all the polices and other requiredinformations.
Transfer of unclaimed dividend to Investor Education and Protection:
There is no such amount of Un-paid or Unclaimed Dividend to be transferred to Investorand Education and Protection Fund for the financial year ended 31st March 2021.However theunpaid dividend for the financial year 2003-2004 could not be transferred to UnpaidDividend to Investor Education and Protection Fund due to Bank Account becoming dormantand the amount being transferred to RBI
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 Directors and there is no employeein the Company except Whole time Director and CFO who is not receiving anyremuneration.and a Company Secretary who is receiving salary.
The ratio of the remuneration of each Director to the median remuneration of theemployee for the financial year- NIL as no remuneration paid to Directors
2. Percentage increase in remuneration of each Director CFO CS in financial year - Noincrease
3. The percentage increase in the median remuneration of employees in the financialyear - NIL
4. Average percentile increase already made in then salaries of employees other thanManagerial personnel - NIL BOARD EVALUATION
In compliance with the requirements of the provisions of Section 178 of the CompaniesAct 2013 read with Rules made thereunder and provisions of Schedule IV to the Act as theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 your company hascarried out a performance evaluation programme for the Board of Directors Committees ofthe Board and Individual Directors for the financial year ended 31st March 2021.The Boardlooking into the market scenario and present economic conditions have evaluated theperformance to be satisfactory.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards I and II issued by the Instituteof Company Secretaries of India pursuant to the provisions of the Companies Act 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to the provisions of the Listing Regulations a Management Discussion andAnalysis Report is enclosed and forms part of Annual Report.
PROCEEDINGS PENDING IF ANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016
The Company has neither filed an application during the year under review nor are anyproceedings pending under the Insolvency and Bankruptcy Code 2016 as at March 31 2021.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF.
No such event has occurred during the year under review.
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 |
| ||RAMESH KUMAR JHAWAR |
|Place : Kolkata ||(Chairman) |
|Date : 30th June 2021 ||DIN : 05167601 |