Your Directors present the 26th Annual Report together with the Audited Statement ofAccounts of Beeyu Overseas Ltd for the financial year ended 31st March 2019.
SUMMARISED FINANCIAL HIGHLIGHTS
|Particulars ||Current Year (in Rs.) ||Previous Year (in Rs) |
|Total Revenue ||571125 ||600000 |
|Total Expenses ||6404716 ||1963342 |
|Profit /(Loss) for the year before Tax for the year from continuing operations ||(5833591) ||(1363342) |
|Less: Deferred Tax ||75722 ||(275800) |
|Profit/(Loss) for the year after tax from continuing operations ||(5909313) ||(1087542) |
In view of current year losses & accumulated losses your Directors regret theirinability to declare any dividend for the financial year ended 31st March 2019 has beendeclared.
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 paid up equity shares as on 31st March 2019 was Rs.141414530. During the yearunder review the Company has not issued any shares or any convertible debentures.
SHIFTING OF REGISTERED OFFICE WITHIN THE SAME STATE
The Company has shifted its registered office within the same state but outside thelocal limits of the city by seeking shareholders approval by Notice of postal ballotdt.1st February2019 by special resolution. The registered office of the Company isshifted to city of Kolkata for administrative convenience.
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.
ECONOMIC SCENARIO AND OUTLOOK
The world economy has strengthened related to the global financial crisis subside. In2017 global ecomonic growth reached 3% the highest growth rate since 2011 and growth isexpected to remain steady for the coming year. In view of the above the Directors arelooking for new strategic plans of the Company.
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 of the Companyare imperative. The common risks inter-alia are: Regulations Competition Business RiskTechnology Obsolence Investments retention of talent and expansion of facilities.Business risk inter-alia further includes financial risk political risk fidelity risklegal risk. 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 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. M/s A. K. Labh & Co. the internal auditors of the Company checks andverifies the internal control and monitors them in accordance with policy adopted by theCompany.
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
As per provisions of Section 152 of the Companies Act 2013 Mr. Hemant Premji Thacker(DIN: 01662072) retires by rotation and being eligible offers himself for re-appointment.The Board recommends his re-appointment. He has furnished requisite declaration in FormDIR-8 pursuant to Section 164(2) of the Companies Act 2014 to the effect that he is notdisqualified from being appointed/ re-appointed as a Director of the Company.
Mrs. Ambika Barauh has resigned from Directorship of the Company w.e.f. 30.04.2019 dueto disqualification incurred pursuant to Section 164 (2) of the Companies Act2013. TheBoard is in process of appointing new Independent Woman Director to fill the casualvacancy caused by resignation of existing Woman Director.
All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
The Board has appointed Mrs Sweety Killa as Company Secretary w.e.f. 7th March 2019.
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 weblink for the same ishttp://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 Independent asspecified in the Act and the Rules made thereunder and is independent of the management ofthe Company.
During the year 6 Board Meetings and one Independent Directors' meeting was held. Thegap between two meetings did not exceed one hundred and twenty days. The dates on whichthe Board Meetings were held are as follows: 29/05/2018 13/ 08/2018 01/10/201814/11/2018 01/02/2019 & 14/02/2019 respectively.
The details of which are also given in Corporate Governance Report. The provisions ofCompanies Act 2013 and listing regulations were adhered to while considering the time gapbetween 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 loss ofthe 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.
The Company does not have any subsidiary companies.
INVESTMENTS LOANS AND GUARANTEE
There are no investments made loans given & guarantees and securities provided bythe Company.
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 have confirmed compliance with theCode.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new Act. The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
Our Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace. The Company does not have women employee. During the year Company has notreceived any complaint of harassment from any person dealing in association with theCompany.
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
M/s Rohit Shukla & Associates (Firm Registration No. 315178E)Chartered Accountantshave been appointed as statutory auditors of the company at the Annual General Meetingheld on 30.09.2014 for a period of three years subject to ratification by members at everyconsequent Annual General Meeting. Reappointment of M/s Rohit Shukla & AssociatesChartered Accountants (Registration No 315178E) as Statutory Auditors of the Company hasbeen made on the recommendation of the Audit Committee for a consecutive term of 5 yearsto hold office from the conclusion of this Annual General Meeting till the conclusion oftheAnnual General meeting of the Company to be held in calendar year 2022 (subject toratification of their appointment at every intervening AGM) at such remuneration as may befixed by the Board of Directors of the Company at the AGM held in calender year 2017.
The Companies (Amendment Act) 2017 has waived the requirement of ratificationhowever the Statutory Auditors have given their eligibility certificate to continue asAuditors.
There are no qualifications in the Audit Report except that accumulated losses haveexceeded the networth. The Directors are making best efforts to make the networthpositive. The Company could not transfer the Unpaid & Unclaimed Dividend due tooutstanding amount being transferred to RBI by the Bank and steps are being taken in thisregard.
(B) INDIAN ACCOUNTING STANDARDS (INDAS) The Ministry of Corporate Affairs datedvide its 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 CopmaniesAct2013 read with Rule 7 of the Companies(Accounts)Rules2014. ON April2017 the Company has adopted IND AS with a transition dateof 1st April2016.
B) 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 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 1'.
EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATIONS RESERVATION OR ADVERSE REMARKSOR DISCLAIMERS
As regards in observations in Secretarial Audit Report regarding:
Non compliance with the requirement of Section 203 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 inthe matter of appointment of CFO.
Comments by Board:
1) The management states that the Company is making efforts for appointing a CFO.
2) Due to financial losses and shortage of cash in the company the functions of ChiefFinancial Officer is managed by the Whole time Director.
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.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGH EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption is not applicable asno manufacturing activity took place during the year.
Foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies Act 2014 is NIL.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT 9 is annexedherewith as Annexure 2.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is NIL as no employee falls within the limits of the Section.
The Company has one Executive Director and due to financial constraints being faced bythe company he has foregone his remuneration. Further no sitting fees have been paid toany Director during the year.
The particulars of the employees who are covered by the provisions contained in rule5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:
|a) Employed throughout the year ||Nil |
|b) Employed for part of the year ||Nil |
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act 2013 and Rules made under the CorporateSocial Responsibility is not applicable to the Company for the year under review.
1. There were no material disclosures changes and commitments affecting the financialposition of the Company occurring between 31st March 2019 and the date of the Reportexcept the following:
The Company has paid compensation for early terminated of sub- lease
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 Stock Exchange allprice sensitive matters as such other matters which is in its opinion are material andhave relevant to the shareholders.
5. The Company has hosted on its websites all the polices and other requiredinformations.
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 KMP/ Directors and there is noemployee in the Company except Whole time Director who is not receiving any remuneration.
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 2018.
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.
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
(Chairman) DIN : 05167601
Place : Kolkata
Date : 28.05.2019