Beeyu Overseas Ltd Directors Report.
Your Directors present the 26th Annual Report together with the Audited Statement of Accounts of Beeyu Overseas Ltd for the financial year ended 31st March, 2019.
SUMMARISED FINANCIAL HIGHLIGHTS
|Particulars||Current Year (in Rs.)||Previous Year (in Rs)|
|Profit /(Loss) for the year before Tax for the year from continuing operations||(5,833,591)||(1,363,342)|
|Less: Deferred Tax||75,722||(275,800)|
|Profit/(Loss) for the year after tax from continuing operations||(5,909,313)||(1,087,542)|
In view of current year losses & accumulated losses, your Directors regret their inability to declare any dividend for the financial year ended 31st March, 2019 has been declared.
The Company has discontinued all its manufacturing activities. The Company is also exploring suitable opportunities. The business scenario is gaining ground and the Board is optimistic that our Company will soon be able to regain its past status.
The paid up equity shares as on 31st March, 2019 was Rs.141,414,530. During the year under 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 the local limits of the city by seeking shareholders approval by Notice of postal ballot dt.1st February,2019 by special resolution. The registered office of the Company is shifted to city of Kolkata for administrative convenience.
The Company has not accepted any public deposits and as such, no amount on account of principal 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. In 2017, global ecomonic growth reached 3% the highest growth rate since 2011 and growth is expected to remain steady for the coming year. In view of the above, the Directors are looking for new strategic plans of the Company.
BUSINESS RISK MANAGEMENT
Although the Company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. The Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company.
The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter-alia are: Regulations, Competition, Business Risk, Technology Obsolence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal 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 to mitigate the same.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control commensurate with size, scale and complexity of its operations to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. M/s A. K. Labh & Co., the internal auditors of the Company checks and verifies the internal control and 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 conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted the vigil mechanism policy. This policy is explained in Corporate Governance Report and the weblink for the same 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 Form DIR-8 pursuant to Section 164(2) of the Companies Act, 2014 to the effect that he is not disqualified 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 due to disqualification incurred pursuant to Section 164 (2) of the Companies Act,2013. The Board is in process of appointing new Independent Woman Director to fill the casual vacancy caused by resignation of existing Woman Director.
All Independent Directors have given declaration that they meet the criteria of independence 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 and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee. The evaluation of all the Directors and the Board as a whole was conducted and the Board approved the evaluation results as collated by the Nomination and Remuneration Committee.
NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Company Secretary is the secretary of this Committee. For maintaining the independence of the Board and separate its functions, Companys policy is to have an appropriate combination of Executive and Independent Directors 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 under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. In the opinion of the board, the Directors eligible for appointment fulfills the conditions of being Independent as specified in the Act and the Rules made thereunder and is independent of the management of the Company.
During the year, 6 Board Meetings and one Independent Directors meeting was held. The gap between two meetings did not exceed one hundred and twenty days. The dates on which the Board Meetings were held are as follows: 29/05/2018, 13/ 08/2018, 01/10/2018, 14/11/2018, 01/02/2019 & 14/02/2019 respectively.
The details of which are also given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing regulations were adhered to while considering the time gap between two meetings.
COMMITTEES OF THE BOARD
Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been constituted and the composition and their terms of reference has been furnished in the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:
(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed with no material departures, if any;
(ii) that the Directors 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 loss of the Company for that period;
(iii) that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets 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 financial controls were adequate and were operating effectively.
(vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
There were no contracts or arrangements entered into by the Company in accordance with the provisions of Section 188 of the Companies Act, 2013. Hence, Form AOC-2 is not attached.
The policy on related party transactions can be accessed at http://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 by the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
There are no significant and material orders passed by the Regulators/Courts which would 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 Member of the Board and all employees in the course of day to day business operations of the Company.
The Code has been posted on the Companys website : http://www.beeyuoverseas.in/docs/ POLICY_ON_CODE_OF_CONDUCT.pdf. All the Board Members have confirmed compliance with the Code.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new Act. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act, every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.
Our Company has adopted a policy for prevention of Sexual Harassment of Women at workplace. The Company does not have women employee. During the year, Company has not received any complaint of harassment from any person dealing in association with the Company.
PREVENTION OF INSIDER TRAINING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when Trading Window is closed. The Board is responsible for implementation of the Code.
All Board Directors have confirmed compliance with the Code and the weblink is http://www.beeyuoverseas.in/docs/ BOL_Code_of_insider_Trading.pdf.
A) STATUTORY AUDITORS
M/s Rohit Shukla & Associates (Firm Registration No. 315178E),Chartered Accountants have been appointed as statutory auditors of the company at the Annual General Meeting held on 30.09.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Reappointment of M/s Rohit Shukla & Associates, Chartered Accountants (Registration No 315178E) as Statutory Auditors of the Company has been made on the recommendation of the Audit Committee for a consecutive term of 5 years to hold office from the conclusion of this Annual General Meeting till the conclusion of theAnnual General meeting of the Company to be held in calendar year 2022 (subject to ratification of their appointment at every intervening AGM) at such remuneration as may be fixed 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 ratification, however, the Statutory Auditors have given their eligibility certificate to continue as Auditors.
There are no qualifications in the Audit Report, except that accumulated losses have exceeded the networth. The Directors are making best efforts to make the networth positive. The Company could not transfer the Unpaid & Unclaimed Dividend due to outstanding amount being transferred to RBI by the Bank and steps are being taken in this regard.
(B) INDIAN ACCOUNTING STANDARDS (INDAS) The Ministry of Corporate Affairs dated vide its notification in the official gazette dated Febrruary,16,2015 notified the IND AS applicable to certain class of Companies . IND AS has replaced the existing Indian GAAP prescribed under Section 133 of the CopmaniesAct,2013 read with Rule 7 of the Companies (Accounts)Rules,2014. ON April,2017 the Company has adopted IND AS with a transition date of 1st April,2016.
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 has appointed Ekta Goswami & Associates (ACS ; 40657, C.P. No. 16778), Company Secretary in Practice to undertake the secretarial audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure 1.
EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS
As regards in observations in Secretarial Audit Report regarding:
Non compliance with the requirement of Section 203 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the 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 Chief Financial Officer is managed by the Whole time Director.
A separate section on corporate governance, practices followed by the Company, together with a certificate from the Statutory Auditors confirming compliance forms as integral part of this report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGH EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology, absorption is not applicable as no manufacturing activity took place during the year.
Foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 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 annexed herewith 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 employees of 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 by the company he has foregone his remuneration. Further, no sitting fees have been paid to any Director during the year.
The particulars of the employees who are covered by the provisions contained in rule 5(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 Corporate Social Responsibility is not applicable to the Company for the year under review.
1. There were no material disclosures changes and commitments affecting the financial position of the Company occurring between 31st March, 2019 and the date of the Report except 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 Company are also hosted on website of the Company.
4. Disclosures; The Company also informs by way of intimation to the Stock Exchange all price sensitive matters as such other matters which is in its opinion are material and have relevant to the shareholders.
5. The Company has hosted on its websites all the polices and other required informations.
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 and Directors is not given as no remuneration is given to KMP/ Directors and there is no employee 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 Companies Act, 2013 read with Rules made thereunder and provisions of Schedule IV to the Act as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your company has carried out a performance evaluation programme for the Board of Directors, Committees of the 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 Institute of 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 and Analysis Report is enclosed and forms part of Annual Report.
The Company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received 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