Bee Electronic Machines Ltd. के निदेशक की रिपोर्ट

Mar 31, 2014

Dear Members,

The Directors of the Company present the 32nd Annual Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your Company for the financial year March 31st, 2014. The summarized financial results for the year ended March 31st 2014 are as under

1. Financial Results:

Particulars For the financial For the financial year ended year ended March 31st ,2014 March 31st,2013 Amt In lacs. Amt in lacs.

Sales & Other Income * 15.50 21.04

Gross Loss 5.86 3.89

Depredation 4.12 4.12

Loss before exceptional item (9.98) (8.01)

Exceptional Item Interest written back Nil Nil

Profit/ (Loss) before Tax (9.98) (8.01)

Tax Nil Nil

Profit/(Loss) after Tax (9.98) (8.01)

2. Review of Operations -

The Company has achieved a turnover (Sales and Other Income) of Rs.15.50 lakhs against Rs.21.04 lakhs reported last year. The Company suffered a setback in commencement of its rehabilitation process as the Draft Rehabilitation Scheme (DRS) although formulated has not yet been approved by the secured lenders and Hon'ble BIFR. The Directors continue to look for business streams that can augment the business volume of the Company. The Company's plants are presently shut in operative on account of various constraints.

3. Sick Industrial Company -

TheCompany had been declared as a Sick Industrial Company by the Board for Industrial and Financial Reconstruction, New Delhi. As per directions of the Hon'ble BIFR, the Operating Agency (Canara Bank) had constituted an Assets Sale Committee (ASC) for selling the surplus assets of the Company identified as plant m Tarapur and Daman. As per the directions of HonTile BIFR, the highest bid of M/s. Mount Overseas Private Limited, Mumbai hadbeen accepted. The sale proceeds deposited by tfiem with the Operating Agency had been kept in a No Uen Account on behalf of the Company and were to form an Integral part of the DRS. However, the sale of the units attracted Capital Gains Tax (CGI) which the lenders were not agreeable to cfiscount from the Sale proceeds. There were other oyecbons raised on payments of a statutory nature. As the secured lenders were un-wflfing to change their stand, the Hon'ble BIFR prematurely rescinded the sale of the properties and directed that the sales proceeds received by the Operating Agency on behalf of the Company be refunded back. The bidder viz., M/s. MOPL, Mumbai have Red a Writ Petition in the Delhi High Court against the Order of the Hon'ble BIFR. The Hon'ble BIFR has further issued a Show Cause Nbtice seeking a response on why the Company should not be wound up. The Company has preferred an Appeal before the Appellate Authority for Industrial and Financial Reconstruction, New Delhi against the Order. AAIFR have heard the matter and granted stay in the matter in BIFR. The Company's Appeals have been admitted and the matter is presently before AAIFR lor adjudication. The Directors are hopeful for a favorable outcome.

4. Dividend -

* The Directors taking into consideration that there is no Surplus from the operations do not recommend any dividend for the year ended March 31st 2014.

5. Listing-

The Company's equity shares are listed on the Mumbai Sock Exchange. The Company has paid the annual listing fees of Mumbai Stock Exchange up to the year March 2014.

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.

At the Board meeting held on May 31 *', 2014 Ms* Karuna Kotiyan (DIN 02840523); Mr. Venugopal Coontoor (DIN 03633064) and Mr. Rajendra Kumar Shah (DIN 03632207) have been appointed as Independent Directors of the Company for a period of three years under Section 149 of the Companies Act, 2013 (the new Act). As per the provisions of the new Act, their appointment is to be approved by the shareholders in the general meeting and hence the same is proposed to be considered at the ensuing AGM.

The term of office of Ms. Abhilasha Bhargava (DIN 00940237), Whole time Director ends on September 30", 2014 and the Board recommends her re-appointment as the Whole time Director for a further period of 3(three) years at the remuneration recommended in the Notice of Meeting and the Board accordingly seek approval of the members for her appointment and remuneration as the Whole time Director.

7. Particulars of Employees -

There is no employee in the Company whose particulars are required to be given under Section 217 (2A) of The Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975, as amended.

8. Auditors Report -

The observations of the auditors in their report are self-explanatory and are dealt with in the Notes to Accounts 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. The Management taking into consideration the specific directions received from Hon'ble BIFR/ AAIFR from time to " time in respect to modality, mode and method of the settlement of amounts due to the secured lenders of the Company have not provided for the interest component.

The Company has preferred and Appeal against the Order of the Honourable Judge (Senior Division) at Palghar with respect to Dahanu Property under Litigation and matter is presently sub-judis, hence the Company continues to retain possession and title to the property. '

9. Auditors -

M/s. Shankerlal Jain & Associates, Chartered Accountants, having their office at Princess Street, 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 approve the same.

10. Director's Responsibility Statement -

Pursuant to Section 217 (2AA) of The Companies Act, 1956 the Board of Directors of the Company confirm that -

a. In preparation of the Annual Accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. The Directors have selected such Accounting policies and applied them consistently and made judgment 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. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the Annual Accounts on a going concern basis.

11. Particulars of Ehergy Consumption, Foreign exchange and outgo -

As required under Section 217 (1) (e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of the Board of DirectorsjRules, 1988, the relevant information is as stated below:- The Company's operations involve low energy consumption. Whenever possible, energy conservation measures ye being implemented. The Company is not involved in any Research and Development program presently. The foreign exchange earning and outgo are nil.

12. Corporate Governance -

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a compliance report on the Corporate Governance is required to form a part of the Annual Report along with the Auditors Certificate on-its compliance. The Company has taken necessary steps to comply with afi the provisions of Corporate Governance to the extent possible. The Management Discussion and Analysis forms a part of the Annual Report A declaration by the Whole time Director , regarding the compliance with the Code of Conduct also forms a part of the Annual Report. '

13. Acknowledgements -

Your Directors place on record their gratitude for the continuing support of the Shareholders, Bankers-and the Business Associates, at afl 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.

14. Disclaimer -

The Management Discussion and Analysis contained herein is based on the Information available to the Company and assumptions based on experience in regard to domestic and global economy, and also the final decisions w. r. L pending fitigations in various Courts of Law, on which the Company's performance Is dependent The Company's performance 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 not have any control, which could impact the views perceived or expresnd herein.

For and on behalf of the Board

Sd/- Sd/- Abhllasha Bhargava K Sudeshkumar Acharya Whole time Director Director

Date: July 31st2014 Place: Mumbai

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Mar 31, 2010

The Directors present their 28th Annual Report on the business and operations of your Company and the Audited Statement of Accounts for the financial year ended 31st March, 2010

1. FINANCIAL RESULTS: (Rs. in Lakhs)

2009-10 2008-09

Sales & Other Income 39.92 39.83

Gross Profit/(Loss) 8.68 13.38

Depreciation 30.19 13.21

Profit / (Loss) before tax (21.41) 0.17

Less: Tax Nil (0.10)

Profit /(loss) aftertax (21.31) 0.07



2. OPERATIONS:

The Company has achieved the sales and other Income of Rs. 39.92 Lacs against Rs. 39.83 lacs reported last year. There was a Net loss after tax of Rs.21.31 lacs during the year under review as compared to a profit Rs.0.07 Lacs reported during the previous year.

3. SICK INDUSTRIAL COMPANY:

The Company has been declared as a Sick Industrial Undertaking by the Honble BIFR.

4. LISTING:

The Companys Equity Shares is listed on Mumbai Stock Exchange. The Company has paid the annual listing fees upto the year 2004-05.

6. DRECTORS:

Ms. Abhkasha Bhargava, Wholetime Director retires by rotation at the ensuirig Annual General meeting and being eligible offers herself for re-appointment

6. PARTICULARS OF EMPLOYEE:

The Company does not have any employee whose partkariare are required to be given under Section Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

7. AUDIT OBSERVATION:

The observations in the Auditors Reports are dealt with in the Notes to Accounts at appropriate places and are self explanatory. The Management has made and continues to make efforts to recover the doubtful loans and advances hence no provisions have been made.

8. AUDITORS:

M/s. Shankartal Jain & Associates, Chartered Accountants, present auditors of the Company retire at the forthcoming Annual General meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint them as Auditors and fix their remuneration.

9. DIRECTORS* RESPONSIBILITY STATEMENT:

In terms of provision of Section 217 (2AA) of The Companies Act, 1956, your Directors state as under-

a) In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The Directors have 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 fiscal year and of the profit and loss of the company for that year.

c) 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) The Directors have prepared the annual accounts on a going concern basis.

10. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE AND OUTGOINGS:

As required under 217 (1)(e) of The Companies Act, .1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the relevant information is as stated below.-

CONSERVATJON OF ENERGY-

The Companys operations involve low energy consumption. Wherever possible, energy conservation measures are being implemented.

RESEARCH AND DEVELOPMENT -

The Company has no specific Research and Development programme.

FOREIGN EXCHANGE EARNINGS/ OUTGOING -

The foreign exchange earning during the year was nil and foreign exchange outgo was also nil.

11. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a compliance report on the Corporate Governance is required to form a part of the Annual Report along with the Auditors Certificate on its compliance. The Company has taken necessary steps to comply with all the provisions of Corporate Governance to the extent possible. However as the Company has been un-successful in identifying additional non-executive & independent directors to Join the Board of Directors of the Company, the Committees so formed consist of the Board of Directors on the present strength, of the Board

12. ACKNOWLEDGEMENT.

Your Directors would like to place on record their gratitude for the co-operation and support received from various agencies of the Government, as well as the Companys Bankers, shareholders and other business associates. Our thanks are also due to the customers and team members of the Company for their continued co-operation.



For and on behalf of the Board

Abhilasha Bhargava K Sudeshkumar Acharya

Whole time Director Director

Place: Mumbai

Date: August 26,2010