Dear Members,
The Directors of the company present the 40th Annual Report of your Company together
with the Audited financial statements and the Auditors Report of your company for the
financial year March 31, 2022. The summarized financial results for the year ended March
31,2022 are as under:-
1) Financial Results -
| Particulars |
For the Financial year ended March 31,2022 |
For the Financial year ended March 31,2021 |
|
Amt. in Lakhs |
Amt. in Lakhs |
| Sales & Other Income |
60.97 |
33.69 |
| Gross Profit/ (Loss) |
47.33 |
14.17 |
| Depreciation |
2.34 |
2.35 |
| Interest |
0 |
3.15 |
| Profit/ (Loss) before Tax |
44.99 |
8.67 |
| Tax |
0 |
(0.05) |
| Profit/ (Loss) after Tax |
44.99 |
8.62 |
2) Review of Operations -
The Company’s Sale and Service operation have been impacted post the pandemic
periodresulting in a further drop in the revenues. The Company continues to find it
difficult to sustain its operations. As work from home was not an option for the
Company’s employees given the nature of the business, many of the employees of the
Company chose to resign and/ or stay at home rather than risk operating on the field. The
reduced manpower strength meant that the Company lost quite a few of its customers. The
Company’s Total Incomewas Rs.60.97 Lakhs against Rs.33.69 Lakhs reported last year
and there was a Net Profit of Rs.44.99Lakhs as compared to Net Profit of Rs.8.62 lakhs
reported last year mainly on account of a one-time referral commission income.
The members are aware that the Company’s surplus assets at Tarapur and Daman were
auctioned by Canara Bank, Operating Agency appointed by the Hon’ble BIFR. As per
directives of the Hon’ble BIFR, the auction bidder deposited the sale proceeds with
Canara Bank.Subsequently, as a result of the policies of the Government, the proceedings
at Hon’ble BIFR abated. The Operating Agency thereafter expressed their inability to
release the sales proceeds without a direction from the appropriate authority. In light of
there being no clarity, the Company retained possession of the properties. The Operating
Agency continues to hold the sale proceeds as a No Liendeposit (short term for 91 days)to
be automatically renewed as per directives of Hon’ble BIFR.As the date of release of
the amount is undetermined, no interest provision has been made with respect to this
amount. The necessary adjustments of interest receipt would be made in the Books on actual
realization.
M/s. Mount Overseas Private Limited having directly deposited the entire sale proceeds
with the OA have moved the National Company Law Tribunal, Mumbai seeking directions for
execution of documents for transfer of the Tarapur and Daman properties in their name. The
Operating Agency and the Company had both been made parties to the case. As per the last
communication from the Company’s advocates, NCLT has directed the OA to execute sale
deeds transferring the earmarked properties in favor of the auction bidder and close the
transaction based on the guidelines set in the last Order of Hon’ble BIFR. However,
theOrder copy is awaited.
For the past several years, the promoters of the Company have continued to infuse funds
into the Company to meet the various requirements. The Promoters of the Company
haveadvanced to the Company over Rs.186 lacs till the financial year close.
On the operations front, the Directors continue to look for means and avenues to
restructure the business while keeping a tight rein on expenses. The Directors are also
ensuring and cutting all frivolous and redundant expenses incurring only those expenses
that support the business so as to give the Company a chance to survive these difficult
times.
The Company is incurring huge expenses w. r. t. property tax amongst others on a
recurring basis.In view of the mounting expenses related to the long pending litigated
Dahanu property,the Company is trying to resolve the matter. The Company had received a
notice of demand asking them to pay property tax of Rs. 20.55 Lakhs and hence the Board
deems it appropriate to try and resolve this matter at the earliest.
The Company’s plants are presently non-operational given the 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 31,2022.
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) Transfer to reserves -
The Board does not propose transfer to reserves for the year 2021 -2022.
6) Listing -
The Company’s equity shares are listed on the BSE Limited. However, trading in the
securities of the Company has been suspended by the Stock Exchange since over a decade.
The Company had received a Notice for Compulsory Delisting of the Company’s Scrip
from the Bombay Stock Exchange on account of non-payment of Listing fees amongst other
compliances. The Company has paid the annual listing fees up to the year 2019-20.However,
post Covid, the Company’s revenues have fallen drastically and it is therefore unable
to pay the Annual listing fees. The Company is in the process of requesting the Exchange
to waive the Annual listing fees as the Company’s net-worth is fully eroded and it is
unable to pay the same.
7) Directors -
Mr. K. Sudesh Kumar Acharya (DIN 02267112) retires by rotation at the end of the
ensuing Annual General meeting and being eligible offers himself for re-appointment. The
Board recommends hisre-appointment as a Director on the Board of the Company.
The tenure of Ms. Abhilasha K. Bhargava as the Whole time Director of the Company comes
to an end at the close of this Annual General meeting. Citing health issues, she has
expressed her inability to continue further as the Whole time Director of the Company. The
Board has accepted her decision to step down as the Whole time Director.
Ms. Abhilasha Bhargava, will however, continue to stay on the Board in her capacity as
a Director of the Company. Despite her health issues, she hasassured the Board that she
will continue to look after the matters and assignments of the Company in an honorary
capacity. The Board appreciated her gesture.
The Company’s 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 |
| Ms. Karuna K Shaik |
Non-executive Director - Independent |
| Mr. Rajendra Kumar C. Shah |
Non-executive Director - Independent |
| Mr. Varghese Kavungal |
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 in
order to submit reports, participate in discussions, clarify on operations, asmaybe
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:
Taking into consideration the situation with regard to the pandemic, there were 3
(three) Board meetings held during the financial year 2021-2022. The Board met on the
following dates -August14th, 2021; November 13th, 2021; and February
14th, 2022.
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 |
Atten d ance at the last AGM |
No. of Directorships in other Boards |
No. of Committees (oth er than Bee Electronic Machines Limited) where
he/ she is a Director |
| Ms. Karuna K Shaik |
3 |
0 |
Absent |
0 |
0 |
| Mr. K. Sudesh Kumar Acharya |
3 |
3 |
Present |
0 |
0 |
| Ms. Abhilasha Bhargava |
3 |
3 |
Present |
5 |
0 |
| Mr. Varghese K. |
3 |
3 |
Present |
0 |
0 |
| Mr. Rajendra C. Shah |
3 |
2 |
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 Mr. Varghese Kavungal (Chairperson), Mr.
Rajendra C. Shah 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 3 (three) times during the current year on August 14th,2021;
November 13th, 2021 and February 14th, 2022.
B) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprises of 4 members of which 2 members are
NonExecutive Independent directors Mr. Rajendra Kumar C. Shah (Chairperson), Mr. Varghese
Kavungal, Mr. K. Sudesh Kumar 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, 2022.
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 15 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. Abhilasha Bhargava with Mr. K. Sudesh Kumar
Acharya and Mr. Varghese Kavungal as members. The Committee met three times during the
year.
There were no pending shareholders complaints/ grievances and transfer of shares as on
March 31st, 2022.
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 KMP’s 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.
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.
DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS
All Independent Directors of the Company have individually and severally given a
declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to
the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.
Based on the declaration(s) of Independent Directors, the Board of Directors recorded its
opinion that all Independent Directors are independent of the Management and have
fulfilled the conditions as specified in the Companies Act, 2013, rules made there under
as well as applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015.
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.
8. 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. The Company states that with respect
to non-filing of the quarterly financial statements, they have already uploaded all
quarterly financial statements without Limited Review Report on the Listing website of the
Bombay Stock Exchange and have also emailed the same to the BSE. albeit without the
limited review report. In these pandemic times, it has not been possible to co-ordinate
for the same, however, abundant care was taken to file the quarterly financials with the
Stock Exchange and they have been uploaded on the BSE website. The financial statements
have also been uploaded on the Company website www.beeelectronic.comThe statutory audit
for the FY 2021-2022 was carried out by the statutory auditors and the financials were
matching withthe financials filed with the BSE.
9. Auditors -
M/s. Bhatter & Associates, Chartered Accountants, having their office at Marine
Lines, Mumbai retires at the ensuing Annual General meeting of the Company and are not
eligible for re-appointment. The Directors therefore recommend the appointment of M/s.
SIGMAC & Co., Chartered Accountants as Statutory Auditors of the Company and request
the members to appoint them and fix their remuneration.
10. Secretarial Auditors -
The Secretarial Audit report for the financial year 2021-2022 issued by the Secretarial
Auditor has been attached as Annexure C. The qualification made by the Auditor in his
report and the management’s reply to the same is as follows:-
| Sr. No. |
Auditors Remarks |
Management reply |
| 1. |
The Company has not appointed a Company Secretary. |
Company is on the look-out for a suitable candidate. The Company will fill the vacancy
once a suitable candidate is found. It has been difficult to find someone willing to join
the Company, given its SICK STATUS. |
| 2. |
The Company has not appointed Internal Auditors |
As the volume of the business is low, the Internal Auditors have not been appointed
and the accounts are reviewed by the Audit Committee periodically. |
| 3 |
Non-filing of DIR 12 for Shri Varghese Kavungal’s appointment |
The Company’s status in MCA is presently as ACTIVE Non-compliant because without
appointment of Company Secretary, it is not possible for the Company to file the relevant
forms as the MCA site does not permit filing of any form other than Annual Filings. The
Company is trying to find a solution to the same. |
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 D.
12. 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 E.
13. 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.
14. Related Party Transactions -
As per disclosure required to be made under provision of Section 134 (3)(h) of The
Companies Act, 2013, all related party transactions that were entered into during the
financial year were on an arm’s length basis and were in the ordinary course of
business. There are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the Company at large.
15. Director’s 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.
16. 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
Company states that the Company’s 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.
17. 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.
18. Corporate Governance -
The Company’s 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.
In terms of Regulation 15(1) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the provisions related to Corporate Governance as
specified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of regulation
46 and ParaC, D and E of schedule V shall not be applicable in respect of companies having
paid up equity share capital not exceeding Rs.10 Crore and Net worth not exceeding Rs.25
Crore as on the last day of the previous financial year.
As on March 31,2022, the Equity Share Capital is Rs. 3,18,00,000 and Net worth stands
fully eroded and is (Rs.1,94,57,300/-). Hence, the company is not required to provide a
separate report on corporate governance, and also the certificate from the Company’s
Auditors confirming the compliance of Corporate Governance.
19. Change in the nature of business
During the period under review, there is no change in the nature of business of the
Company. The Company continues to operate in the Office Automation Sector.
20. Details of Subsidiary, Joint Venture or Associate Company
The Company does not have any subsidiary, Joint venture or Associate Company.
1. Reporting of frauds
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Board under Section 143(12) of Act and Rules framed
thereunder.
22. Prevention of Sexual harassment at the workplace
The Company has zero tolerance towards sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the requirements of the Sexual Harassment of Women at Wbrkplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rule made thereunder. During the year under
review, there were no cases filed or reported pursuant to the provisions of the said Act.
23. Material changes affecting the financial position of the Company
During the year ended March 31, 2022, there were no material changes and commitments
affecting the financial position of the Company have occurred.
24. Corporate Social Responsibility
Since the provisions as laid down in Section 135 of the Companies Act, 2013 are not
applicable to the Company, hence no such Committee has been formed.
25. Significant and material orders passed by the Regulators or Courts
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.
26. Management discussion and Analysis
The Management Discussion and Analysis Report on the operations of the Company, as
required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
provided in a separate section and forms an integral part of this Report.
27. Acknowledgements -
The 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. The Directors place on record their sincere
appreciation to all employees for their commitment and continued contribution to the
Company.
28. 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 Company’s 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: 13-08-2022 |
Abhilasha Krishna Bhargava |
K. Sudesh Kumar Acharya |
| Place: Mumbai |
Director |
Director |
|