Bee Electronic Machines Ltd Directors Report.

Dear members,

The Directors of the company present the 36th Annual Report of your Company together with the Audited financial statements and the Auditors Report of your company for the financial year March 31st, 2018. The summarized financial results for the year ended March 31st, 2018 are as under:-

1) Financial Results -

Particulars For the Financial year ended March 31,2018 For the Financial year ended March 31,20187
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 against Rs.23.43 Lakhs reported last year and there was a Gross profit of Rs. 0.32 Lakhs as compared to Gross Profit of Rs.1.42 lakhs reported last year.

The Honble BIFR had directed the Asset Sale Committee (ASC) to sell the surplus assets of the Company at Tarapur and Daman. The sales proceeds were to be used to settle the statutory dues along with the dues of the Bankers and UTI. Accordingly, the ASC confirmed the Sale of the Companys properties at Tarapur and Daman in favor of M/s. Mount Overseas Private Limited, Mumbai who directly deposited a sum of Rs.270 lacs with the Operating Agency for the purchase of the same. The Company was directed to prepare and submit the Draft Rehabilitation Scheme to the Operating Agency.

Accordingly, the Operating Agency submitted its report to the Honble BIFR vide their letter No. CMW/OAD/180/JPV/2013 of date March 27th, 2013 who directed the Operating Agency thereafter to retain this amount of Rs. 270 lacs in a No Lien deposit account (Short term for 91 days) to be automatically renewed till further instructions and the same to be a part of Draft Rehabilitation Scheme.

In the interim period, the secured lenders were not willing to wait for the Draft Rehabilitation Scheme to be formulated, circulated and approved as a consensus was difficult to be had within the Consortium and UTI. Based on directions from Honble BIFR to settle the secured creditors of the Company individually, the Company entered into dialogue with them for a One-time Settlement. After much follow up, they individually agreed on the condition of upfront payment. The Companys finances did not permit this and so bridge-finance was arranged from M/s. Sai Ram Investments of Rs. 128 lacs. Unable to commit to payment of interest on a percentage basis, given the already existing financial burden, it was agreed that

the amount would be repaid to M/s. Sai Ram Investments from the sales proceeds together with 50% interest that would have accrued on the amount kept in the 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 months from the date of first disbursal. The amount still rests with the Operating Agency who have expressed their inability to release the amount without directions from appropriate authority and hence, the date of release remains uncertain and, the figure of interest is presently not determinable. Therefore, no provision for interest has been made either as receivable from Operating Agency or payable from the same to M/s. Sai Ram Investments. The necessary adjustments of interest receipt and interest payment would be made in the Books on actual realization.

As per the directions of Honble BIFR, the promoters were required to bring in 25% of the Rehabilitation costs proposed in the Draft Rehabilitation Scheme. Accordingly, the Promoters advanced to the Company Rs.85 lacs till date of reporting for the said purpose. The Honble BIFR had ordered that the Draft Rehabilitation Scheme should be formulated, circulated and submitted to the Board for approval. In the meanwhile, since Honble BIFR has abated, the matter will now need directions from the appropriate authority. The monies received were utilized in settling the secured creditors of the Company. The Company has now received a representation from the Promoters seeking payment of interest (equivalent to that of a savings bank account) on the amount advanced to the Company from the current financial year onwards. Accordingly, the Board has made provision of interest payable to the promoters on the said amount. M/s. Sai Ram Investments have also been actively pursuing the Company for repayment of the bridge finance taken. The Company has requested the Operating Agency to release the amount kept in No Lien Account on behalf of the Company. However, in absence of further instructions from appropriate authority, the Operating Agency is unable to act in the matter.

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

On the operations front, the Directors continue to look for business streams that can augment the business volume of the company. The companys plants are presently non operational due to various constraints.

3) Dividend -

The Directors taking into consideration the present financial position of the company do not recommend any dividend for the year ended March 31,2018.

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: not applicable

D) Deposits not in compliance with the provisions of the Companies Act, 2013: NIL

5) Listing -

The Companys equity shares are listed on the Mumbai Stock Exchange. The Company has paid the annual listing fees of Mumbai Stock Exchange up to the year 2012. Presently, trading in the securities of the Company has been suspended by the Stock Exchange. The Company had received a Notice for Suspension of the Companys Script from the Bombay Stock Exchange. The Company has replied to the said Notice as per the directions in the said Notice. Thereafter, the Bombay Stock Exchange has issued a Show Cause Notice in the Financial Express including the Company amongst those earmarked for Compulsory Delisting on account of non-payment of Listing fees and other compliances. The Company officials have met the BSE officials and explained the situation with regard to the status of the Company with Honble BIFR/ NCLT amongst other developments. The Company has also complied with the requirements of the BSE albeit the payment of the listing fees and penalties, if any. The Company officials have also informed the BSE that the Companys net worth stands totally eroded. The BSE officials have noted all of the above and will act further as per the 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 of the 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. The Companys Board comprises of five Directors of which two Directors hold an Executive 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
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 in Mumbai. The Notice and Agenda of the meetings are sent 7 (seven) days in advance to the Directors of the Company. The senior management team is invited to the Board meeting to submit reports, participate in discussions, clarify on operations, as maybe required from time to time. The Board meets at the close of the quarter to review the quarterly 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 2017-18. The Board met on the following dates - May 30th, 2017; August 14th, 2017; November 14th, 2017 and February 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 independent directors to focus on critical functions of the Company and also for the smooth and efficient business operations. The Committees meet at regular intervals for deciding various matters and providing directions and authorizations to the management for its implementation. The Board takes note of the material recommendations/ decisions of the committees and approves / deliberates and decides on them as needed.

The Board has accordingly constituted 3 (three) committees that comply with the requirements 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 Shaikh (Chairperson), Mr. Venugopal Coontoor and Ms. Abhilasha Bhargava, members.

The terms of reference to the Audit Committee cover the matter specified under Regulation 18 of the SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013.

The Committee met 4 (four) times during the current year on May 30th, 2017; August 14th, 2017; November 14th, 2017 and February 14th, 2018. All members were present at each meeting.

B) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of 4 members of which 2 members are non 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 the 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, 2018 and all the members were present at the meeting. Disclosure of Remuneration to Directors

Non-Executive Directors were not paid any remuneration. The Executive Directors were paid 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 into the redressal of the grievances of the security holders of the Company. The Committee has been established under the Chairmanship of Ms. Karuna Shaikh with Mr. K. Sudeshkumar Acharya and Ms. Abhilasha Bhargava as members. The Committee met four times during the year. All the members of the Committee were present at the meetings.

There were no pending shareholders complaints/ grievances and transfer of shares as on March 31st, 2018.

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

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

DETAILS OF REMUNERATION TO DIRECTORS

The policy in respect of appointment and remuneration of KMPs and other employees in the Company "The Remuneration Policy" is attached herewith as Annexure A and the information 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 under Section 149 (7) of The Companies Act, 2013 that he/ she meets the criteria of independence laid down in Section 149 (6) of The Companies Act, 2013.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for enabling the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The Audit Committee of the Board has been entrusted with the responsibility of overseeing the Vigil Mechanism.

BOARD EVALUATION

The Company has devised a policy for performance evaluation of Independent Directors, Board, committees and other individual directors. The Nomination and Remuneration committee of the Board is entrusted with the responsibility in respect of the same. The committee studies the practice prevalent in the industry and advises the Board with respect to evaluation of the Board members. On the basis of the recommendations of the Committees, the Board carries an evaluation of its own performance and that of its committees and individual Directors.

7. Auditors Report -

The observations of the auditors in their report are self-explanatory and are dealt with in the Notes to Account at appropriate places and therefore, in the opinion of the Directors, do not call for further comments. The Management however continues to make efforts 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 Lines, Mumbai retire at the ensuing Annual General meeting of the Company and being eligible offer themselves for re-appointment. The Directors recommend their re-appointment as Statutory Auditors of the Company and request the members to appoint them and fix their remuneration.

9. Secretarial Auditors -

The Secretarial Audit report for the financial year 2017-18 issued by the Secretarial Auditor has been attached as Annexure C. The qualification made by the Auditor in her report and the managements 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 Section 134 (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 are provided 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 required disclosure as per the provision of Section 134 (3)(h) of The Companies Act, 2013.

14. Directors Responsibility Statement -

In compliance to the requirements of Section 134 (3) (c) of The Companies Act, 2013, your Directors confirm that:

a) The Company has followed the applicable accounting standards in the preparation of the Annual Accounts and there has been no material departure.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial 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 of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 and are operating effectively;

f) That the Directors have devised proper systems to ensure compliance with provisions of 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 the relevant information is as stated below:-

The Companys operations involve low energy consumption. Whenever possible, energy conservation measures are being implemented. The Company is not involved in any research and 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 to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment and takes all measures necessary to effectively deal with incidences of risks.

17. Corporate Governance -

The Companys philosophy of corporate governance is aimed at assisting the top management of the Company in efficient conduct of its business and in meeting its obligation towards all stakeholders. The Company believes that ethical business conduct is the 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 the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

20. Acknowledgements -

Your Directors place on record their gratitude to the continuing support of the shareholders and the business associates at all levels.

The employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company.

21. Disclaimer -

The Management Discussion and Analysis contained herein is based on the information available to the Company and assumptions made based on experience with regard to domestic and global economy, and also the final decisions of the pending litigation in various Courts of Law, on which the Companys performance is dependent. It may be materially influenced by changes in economy, government policies, final judgments in the legal forums, environment and the like, on which the Company may or may not have any control, which 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