Dear Shareholders,
Your Directors present the 30th Annual Report together with the Audited Financial
Statements of Beeyu Overseas Ltd for the financial year ended 31st March, 2023.
SUMMARISED FINANCIAL HIGHLIGHTS
Particulars |
Current Year (in Rs.) |
Previous Year (in Rs) |
Total Revenue |
1,573,000 |
1,575,500 |
Total Expenses |
1,468,200 |
1,481,400 |
Profit /(Loss) for the year before Tax for the year from continuing operations |
104,800 |
94,100 |
Less; Deferred Tax |
16,200 |
25,100 |
Profit/(Loss) for the year after tax |
88,600 |
69,000 |
DIVIDEND
Your Directors have not declared any dividend for the financial year ended 31st March,
2023. As permitted under the Act, the Board does not propose to transfer any amount to
General reserves and has decided to retain the entire amount of profit for FY 2022-2023 in
the Profit & Loss Account.
OPERATIONAL REVIEW
The Company has discontinued all its manufacturing activities. The Company is 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.
SHARE CAPITAL
There was no change in paid up capital of the Company. The paid up equity shares as on
31st March, 2023 was Rs.141,414,530. During the year under review the Company has not
issued any shares or any convertible debentures. The company has not issued shares with
differential voting rights to this effects.
PUBLIC DEPOSITS
Your Company has not accepted any public deposits and as such during the year, no
amount on account of principal 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 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 today's 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 Obsolescence, 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 FINANCIAL 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 Auditors of the Company checks and verifies the internal control
and monitors them in accordance with policy adopted by the Company. Further ,Statutory
Auditors in its report expressed an unmodified opinion on the adequacy and operating
effectiveness of the companys internal financial controls.
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 accessible on the website of the Company and the weblink for the
same is http:// www.beeyuoverseas.in/Whistle_Blower_Policy.pdf.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Based on recommendation of Nomination& Remuneration Committee ,the Board approved
the appointment of following Independent Directors during FY 2022-2023 and such
appointment was approved by the Members at 29th AGM held on 26th September, 2022
1. Ms Simran Saha
2. Mr Goutam Chakraborty
3. Mr. Ajay Kuamr Deora
RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION
As per provisions of Section 152 of the Companies Act, 2013, Mr. Pranab Chakraborty
retires by rotation and being eligible offers himself for appointment. The Board
recommends his appointment to the shareholders. He has furnished requisite declaration
pursuant to Section 164(2) of the Companies Act, 2014 to the effect that he is not
disqualified from being continuing as a Director of the Company.
There are no Directors on the Board of the Company that has been debarred or
disqualified from being appointed or continuing as director of companies by SEBI, Ministry
of Corporate Affairs or any such other Statutory Authorities.
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 Regulation 16 of the Listing Regulations which has been
INDEPENDENT DIRECTORS
There has been no change in circumstances affecting their status as Independence of the
Company during the year.
The Board affirms that Independent directors are persons of integrity, possess relevant
expertise and experience and are independent of management regarding proficiency the
Company has adopted requisite steps towards the inclusion of the names of all Independent
Directors in the data bank maintained with the Indian Institute of Corporate Affairs,
Manesar (IICA). Accordingly, the Independent Directors of the Company have registered
themselves with the IICA for the said purpose .In terms of Section 150 of the Act read
with Rule (4) of Companies (Appointment & Qualification of Directors) Rules, 2014 the
Independent Directors are required to undertake online proficiency self assessment test
conducted by IICA within a period of 2 years from the date of inclusion of their names in
the data bank.
None of the Non-Executive Directors hold any equity shares of the Company. There were
no inter-se relationship between any of the Directors of the Company
KEY MANAGERIAL PERSONNEL
The following persons have been appointed as Key Managerial Personnel of the Company in
compliance with the provisions of section 203 of the Companies Act, 2013:
1. Mrs. Sweety Killa |
- Company Secretary/ Compliance Officer upto 01.12.2022 |
2. Mr Gunjan Bagla |
- Company Secretary/ Compliance Officer from 10.12.2022 |
3. Mr. Shouvik Kundu |
- Chief Financial Officer |
4. Mr. Pranab Chakraborty (DIN : 09030036) - Wholetime Director |
BOARD EVALUATION, ITS COMMITTEE AND INDIVIDUAL DIRECTOR
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. The Board expressed satisfaction on overall functioning of the Board, Committee
and performance of Directors.
DIRECTORS APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee has laid down the criteria for Director's
appointment and remuneration . These are set out in the Nomination and Remuneration
Policy.
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, Company's policy is to have an
appropriate combination of Executive and Independent Directors.
The objectives of the NRC policy is to lay down criteria and terms and conditions with
regard to identifying person who are qualified to become Directors and persons who may be
appointed in KMP and SMP position and to evaluate the performance of Directors. The NRC
committee of the Board (the Committee) along with the Board consider the positive
attributes, independence, appropriate and diverse qualifications and skills. The Policy is
available on the website of the Company and the weblink for the same is
http://www.beeyuoverseas.in/ docs/NOMINATION_REMUNERATION_POLICY.PDF.
BOARD MEETINGS
During the year, 5 (Five) Board Meetings were held. The maximum interval between any
two meetings was within the maximum allowed gap pursuant to the Companies Act, 2013 and
SEBI Listing Regulations. The dates on which the Board Meetings were held are as follows:
23.05.2022, 05.08.2022, 07.11.2022,16.11.2022 & 07.02.2023 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.
The Board meets at regular intervals to discuss and decide on the Company affairs .The
agenda for the Board and Committee Meetings include detailed notes on the items to be
discussed to enable the Directors to make an informed decision.
COMMITTEES OF THE BOARD
Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship
Committee has been constituted and the composition ,attendance and their terms of
reference has been furnished in the Corporate Governance Report. The constitution of these
committee is in compliance with provisions of the Act and Listing Regulations
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 profits
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
All related party transactions are placed before the Audit committee for review and
approval. In line with the requirements of the Act and SEBI listing regulations the
Company has formulated the Policy on materiality of related party transactions which is
also available on the website of the Company. Pursuant to the provisions of the Act and
SEBI Listing Regulations no material related party transactions were entered during the
year by the company. Accordingly the disclosure of Related Party Transaction as required
under the Section 134(3)(h) of the Act in Form AOC-2 is not applicable. Further there are
no material related party transaction during the year into the Promoters, directors, KMP
which may have potential conflict with the Company.
The policy on related party transactions can be accessed at
https://www.beeyuoverseas.in/Disclosures_under_Regulation_46/5/5_iv.pdf
SUBSIDIARY & ASSOCIATE COMPANIES
The Company does not have any subsidiary or associate companies or Joint Ventures
INVESTMENTS, LOANS AND GUARANTEE
There are no investments made, loans given & guarantees and securities provided by
the 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 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:
https://www.beeyuoverseas.in/Disclosures_under_Regulation_46/5/5_i.pdf All the Board
Members and KMP 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 from any
person dealing in association with the Company.
The following is a summary of Sexual Harassment Complaints received and disposed off
during the financial year 2022-2023.
a. Number of complaints pending at the beginning of the year |
- NIL |
b. Number of complaints of Sexual Harassment 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 Harassment 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 |
RISK MANAGEMENT
The Company has laid down well defined risk management mechanism covering the risk
exposure, potential impact and risk mitigation process. The Board periodically reviews the
risks and suggest steps to be taken to control and mitigate the same through a properly
framework.
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 have confirmed compliance with the Code and the weblink is
https://www.beeyuoverseas.in/docs/BOL_code_of_Insider_Trading.pdf
AUDITORS
A) STATUTORY AUDITORS
M/s P. G. Shah & Co., Chartered Accountants (Firm Registration No. 320154E) were
appointed as Statutory Auditors for a consecutive term of 5 years to hold office from the
conclusion of 29th Annual General Meeting till the conclusion of the 34th Annual General
meeting of the Company to be held in calendar year 2027.
There are no qualifications/ adverse remarks in the Audit Report. The Auditors have not
reported any fraud during the year.
INDIAN ACCOUNTING STANDARDS (INDAS) The Ministry of Corporate Affairs dated vide its
notification in the official gazette dated February 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 Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014.
SECRETARIAL 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 M/s. 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- I'.
There are no qualifications or adverse remarks by the Secretarial Auditors
B) INTERNAL AUDITORS
The Internal Audit of the Company is conducted by Mr. Sudipto Roy Chowdhury, Company
Secretary in Practice (Mem No. 17131, CP No. 7420). The findings of the Internal Audit and
the Action Taken Report on the Internal Audit are placed before the Audit Committee which
reviews the audit findings, steps taken and the adequacy of Internal Control System.
CORPORATE GOVERNANCE
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 FOREIGN 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
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is
uploaded on the website of the Company and can be accessed at
https://www.beeyuoverseas.in/investors.shtml.
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 Executive Director and CFO and due to financial constraints being faced
by the company they have foregone their remuneration. Further, no sitting fees have been
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 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.
PRACTICING COMPANY SECRETARY CERTIFICATE ON DIRECTOR DISQUALIFICATION
The Company has obtained a Certificate from a Practicing Company Secretary confirming
that none of the Directors has been debarred or disqualified from being appointed or
continuing on the Board as Directors of any Company by any statutory authority.
OTHER DISCLOSURES
1. There were no material disclosures changes and commitments affecting the
financial position of the Company occurring between 31st March, 2023 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
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
information's.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
There is no such amount of Unpaid or Unclaimed Dividend to be transferred to Investor
and Education and Protection Fund for the financial year ended 31st March, 2023.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has undertaken familiarization programme for the Independent Directors. The
details of the familiarization programme have been posted on the website of Company and
can be accessed at http://www.beeyuoverseas.in/docs/FAMILIARISATION_PROGRAMME.pdf.
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 Directors, Whole time Director and
CFO is not receiving any remuneration and a Company Secretary who is receiving salary.
The ratio of the remuneration of each Director to the median remuneration of the
employee for the financial year- NIL as no remuneration paid to Directors
1. Percentage increase in remuneration of each Director, CFO, CS in financial year |
- NIL |
2. The percentage increase in the median remuneration of employees in the financial
year |
- NIL |
3. Average percentile increase already made in the salaries of employees other than
Managerial personnel |
- NIL |
BOARD EVALUATION
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, 2023 The Board
looking into the market scenario and present economic conditions have evaluated the
performance to be satisfactory.
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.
ANNUAL SECRETARIAL COMPLIANCE REPORT
In terms of the provisions of Circular NO.CIR/CFD/CMD/27/2019 dated 8th February, 2019
issued by SEBI, the Company has obtained the Annual Secretarial Compliance Report for the
Financial Year ended 31st March, 2023 from Practicing Company Secretary confirming
compliance of applicable SEBI Regulations and circulars thereunder.
The Company does not have any subsidiary / associate / joint venture company.
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 any
proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at March 31,2023
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
No such event has occurred during the year under review.
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 |
|
Goutam Chakraborty |
Place : Kolkata |
DIN : 06966463 |
Date : 19 th May, 2023 |
(Chairman) |