BOARD'S REPORT Dear Shareholders, Your Directors have pleasure in present the 22nd Annual Report together with the Audited Statement of Accounts of Beeyu Overseas Ltd. for the financial year ended 31st March, 2015. DIVIDEND In view of accumulated losses, your Directors regret their inability to declare any dividend for the financial year ended 31st March, 2015. OPERATIONAL REVIEW As reported in previous year Annual Report, the Company has discontinued all its manufacturing activities. The Company is also exploring suitable diversification opportunities. SHARE CAPITAL The paid up equity shares as on 31st March, 2015 was Rs 141,414,530. During the year under review the Company has not issued any shares or any convertible debentures. FIXED DEPOSITS 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 India is set to become the world's fastest-growing major economy by 2016 ahead of China, the International Monetary Fund (IMF) said in its recent latest forecast. India is expected to grow at 6.3 percent in 2015, and 6.5 per cent in 2016 by when it is likely to cross China's projected growth rate, the IMF said in the latest update of its World Economic Outlook. The government, engineering an economic rebound with a slew of reforms, has unveiled a new statistical method to calculate the national income with a broader framework that turned up a pleasant surprise: GDP in the past year 2013-14 grew 6.9 percent instead of the earlier 4.7 percent. The International Monetary Fund (IMF) and the World Bank in a joint report have forecasted that India will register a growth of 6.4 percent in 2015, due to renewed confidence in the market brought about by a series of economic reforms pursued by the government. 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. Therefore in accordance with Clause 49 of the listing agreement 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 today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risk interalia 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. 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. The internal auditor 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 also posted on website of Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL At the 21st Annual General Meeting of the Company held on 30th September, 2014 the Company had appointed the existing Independent Directors Mr Ramesh Kumar Jhawar (DIN 05167601) and Mr Santanu Chattopadhyay (DIN 00278300) as Independent Directors under the Companies Act, 2013 for 3 consecutive years for a term upto 31st March, 2017. 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 and Clause 49 of Listing agreement. At a board meeting held on 31.03.2015 the Board had appointed Mrs. Ambika Baruah(DIN: 00491205 )as an Additional Director in the category of Independent Director continues to hold office till the conclusion of the ensuing Annual General Meeting. The Company has received a notice from a Shareholder pursuant to the provisions of Section 160(1) of the Companies Act, 2013 proposing the name of Mrs. Ambika Baruah for being appointed as a Director of the Company. Mrs. Ambika Baruah has furnished requisite declaration in Form DIR-8 pursuant to Section 164(2) of the Companies Act, 2014 to the effect that she is not disqualified from being appointed re-appointed as a Director of the Company .In the opinion of the board, she 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. The Board proposes her appointment for a term of 5 consecutive years upto the annual general meeting to be held in the calendar year 2020. Mr Shouvik Kundu has resigned from the Board w.e.f. 31.03.2015. In accordance with the provisions of Companies Act, 2013 Mr Hemant Premji Thacker, Director retires by rotation and being eligible offers himself for re-appointment. He has furnished requisite declaration in Form DIR-8 pursuant to Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2013 to the effect that he is not disqualified from being re-appointed as a Director of the Company. The Key Managerial Personnel, Mr Hemant Premji Thacker continue to hold office during the year under review as Executive Director. He was also entrusted with the duties of Chief Finance Officer (CFO). Since his appointment he has been heading the finance division of the Company. Mr. Abhishek Halan resigned on 1.7.2014 from the post of Company Secretary & Mr. Sushant Bhupal was appointed on 26.12.2014 & has resigned from the post of Company Secretary on 1st April,2015.The Board is taking necessary steps to fill up the casual vacancy. BOARD EVALUATION Pursuant to the provision of Companies Act, 2013 and Clause 49 of Listing Agreement, 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. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION 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. For maintaining the independence of the Board and separate its functions, Company's policy is to have an appropriate combination of Executive and Independent Directors. 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. MEETINGS During the year, 7 Board Meetings and one independent directors' meeting was held. The details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings. 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 profit or 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.The policy on related party transactions can be accessed on the Company's website-www.beeyuoverseas.in All Related party Transactions are placed before the Audit Committee as also for the Board for approval. SUBSIDIARY The Company does not have any subsidiary companies. INVESTMENTS, LOANS AND GUARANTEE There are no investments, loans & guarantee made 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 Company's website www.beeyuoverseas.in <http://www.beeyuoverseas.in>. All the Board Members and the Senior Management personnel 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. During the year, Company has not received any complaint of harassment. 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 Company's shares and prohibits the purchase or sale of Company's 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 and the designated employees have confirmed compliance with the Code. AUDITORS 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 last 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. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. 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 Mr. A.K. Labh, M/s A.K. Labh & Co. (CP No. : 3238, FCS : 4848), Company Secretary in Practice to undertake the secretarial audit of the Company. The Secretarial Audit Report is annexed herewith as 'Annexure 1'. COMMENTS ON AUDITORS OBSERVATIONS The Report of the Statutory Auditors alongwith Notes to Schedules is enclosed to this report. The Directors are of the view that Notes to the Accounts adequately provide the necessary information and answers to the observations of the Auditors in their Report. COMMENTS ON SECRETARIAL AUDIOTRS OBSERVATIONS 1) With regard to observations of non-filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the Company would ensure in future that all the provisions are complied with the fullest extent. The Company has filed the requisite DIR-12 & MR-1 for appointment of KMP. The Internal Auditors were appointed for the financial year 2014-2015 in the Board Meeting held in the financial year 2013-2014. 2) The Board looking into the financial constraints of the Company and in the interest of the shareholders did not thing prudent to additionally burden with the increased cost of the appointment of CFO as the Wholetime Director of the Company was looking into the functions of CFO entrusted by the Board. The volume & scope of work for CFO looking into the state of affairs is minimal and the Board is of the opinion that the job of CFO is not attractive commensurate with the scope of work and salary. The Board is of the opinion that the Company will make the requisite appointment when the financial position of the Company in future improves. The Board would like to state that they have acted in the best interest of the Company & shareholders & New Companies Act,2013 becoming effective since 1st April, 2014 best efforts are made to comply with the same. CORPORATE GOVERNANCE As per Clause 49 of Listing Agreement with the Stock Exchanges, a separate section on corporate governance a 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 remuneration. Further, no sitting fees has 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. OTHER DISCLOSURES 1. There were no material disclosures changes and commitments affecting the financial position of the Company occurring between 31st March, 2015 and the date of the Report. 2. There is no change in business of the Company. In accordance with the requirement of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 it is stated that no employee of the Company is drawing remuneration in excess of the limit set out in the said rule. 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 are no employee in the Company, except Wholetime Director of the Company. ACKNOWLEDGEMENTS 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) Place : Kolkata Date :14th August, 2015 |