Beeyu Overseas Ltd

<dhhead>BOARD’S REPORT</dhhead>

Dear Shareholders,

Your Directors present the 31st Annual Report together with the Audited Financial Statements of Beeyu Overseas Ltd. for the financial year ended 31st March, 2024.

SUMMARISED FINANCIAL HIGHLIGHTS

DIVIDEND

Your Directors have not declared any dividend for the financial year ended 31st March, 2024. As permitted under the Act, the Company has incurred losses during the year under review and efforts are being made to make it profitable .

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, 2024 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 company‘s 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 two Non Executive Independent Directors during FY 2023-2024 and such appointment was approved by the Members by postal ballot ,results of which were declared on 26th September, 2023.

1. Mr. Sovan Chatterjee - DIN : 10349322

2. Mr. Harendra Kumar Baitha - DIN : 10349324

Mr. Goutam Chakraborty and Mr. Ajay Kumar Deora Independent Directors resigned w.e.f 6th December,2023 and they have stated that there was no other material reason for their resignation other than stated in their resignation letter.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

As per provisions of Section 152 of the Companies Act, 2013, Mr. Pranab Chakraborty (DIN : 09030036) 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. Mr. Gunjan Bagla - Company Secretary/ Compliance Officer

2. Mr. Shouvik Kundu - Chief Financial Officer

3. Mr. Pranab Chakraborty - 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:

19.05.2023, 08.08.2023, 06.11.2023, 04.12.2023 & 16.01.2024 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.and did not exceed 120 days

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) I 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 losses 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</p>

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 :

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 2023-2024.

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 Agarwal & Associates, Chartered Accountants (ICAI Firm Registration No. 323210E) hold office upto the ensuing AGM . M/s Agarwal & Associates, Chartered Accountants (ICAI Firm Registration No. 323210E) were appointed as Statutory Auditors for a consecutive term of 5 years to hold office from the conclusion of 30th Annual General Meeting till the conclusion of the 36th Annual General meeting of the Company to be held in calendar year 2029.by the Board of Directors on recommendation of Audit Committee, subject to shareholders’ approval in ensuing AGM. The Board recommends their re-appointment for approval.

There are no qualifications/ adverse remarks in the Audit Report. The Auditors have not reported any fraud during the year.

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, 2024 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, 2024.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has undertaken 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 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/CFO.

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, 2024 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, 2024 from Practicing Company Secretary confirming compliance of applicable SEBI Regulations and circulars thereunder.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE

The Company does not have any subsidiary / associate / joint venture company. on record their sincere appreciation for the support and co-operation received from all associated with the 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, 2024

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.

DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING ON LISTED ENTITIES PURSUANT TO SCHEDULE III PARA A, CLAUSE 5 A OF LISITNG REGULATION

There are no agreements impacting management or control of the company or imposing any restriction or create any liability upon 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