Directors Report of Beeyu Overseas Ltd.

Mar 31, 2014

Dear Members,

The Directors present the 21st Annual Report to the members together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

Year ended Year ended 31st March, 2014 31st March, 2013 Rs. in lacs Rs. in lacs

Total Revenue 6 6.5

Profit /(Loss) for the year after charging all Expenses but before providing Depreciation and Tax (2.61) (5.85)

Less: Depreciation and Amortization Expenses 5.24 5.62

Profit/(Loss) before Tax for the year from continuing operations (7.85) (11.47)

Less: Current Tax Expenses - -

Profit/(Loss) for the year after tax from continuing operations (7.85) (11.47)

DIVIDEND

Your Company did not consider it prudent to recommend any dividend for the year under review.

REVIEW OF OPERATIONS

Your Company has decided to change its business model from manufacturing to trading which is yet to be finalized.

DIRECTORS

In terms of Article 142/143 of the Articles of Association of the Company, Mr. Shouvik Kundu (DIN No. 00277862) shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

The Company has received declaration from both independent Directors of the Company confirming that they meet with the criteria of Independence as prescribe both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the Clause 49 of Listing Agreement with Stock Exchanges.

Pursuant to Section 149 of the Companies Act, 2013, Company has received requisite notice in writing from members proposing Mr. Ramesh Kumar Jhawar and Mr. Santanu Chattopadhyay for appointment as Independent Directors.

Brief particulars and expertise of these Directors have been given in the Notice of the Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed with no material departures;

(ii) 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 financial year and of the profit or loss of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance together with the Auditors'' Compliance Certificate and Management Discussions and Analysis Report is annexed to this Annual Report.

AUDITORS

M/s Rohit Shukla & Associates, Chartered Accountants (Registration No. 315178E) have expressed their willingness to be appointed as Statutory Auditors of the Company and the Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013. Accordingly, their appointment is recommended by the Board of Directors on the recommendation of Audit Committee.

AUDITORS'' OBSERVATIONS

As regards Auditor''s observation that the Company accumulated loss has exceeded 50% of the net worth and whether the Company will be able to continues as a going concern . Your Directors would like to state that our Company is looking for a new trading module of business. The Directors are hopeful of carrying business in near future.

PARTICULARS OF EMPLOYEES

None of the employees of the Company received remuneration requiring any disclosure to be made under Section 217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended, hence particulars are not annexed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has not undertaken any manufacturing activity during the year.

Foreign Exchange Earnings & Outgo - NIL CHANGES IN COMPANY LAW

The Companies Act, 2013 ( ''the Act'') has been passed replacing the age old Companies Act, 1956 and a large portion of the Act has already become effective.Several Rules under various Sections of the Act have also been notified. Your Company is taking necessary steps to comply with the requirements of the new Act. The Company has already formed, reconstituted and renamed various Committees in terms of the requirements of the Act Steps are in hand to implement various other provisions of the Act to ensure compliance at the appropriate time.

ACKNOWLEDGEMENT

Your Directors acknowledge the co-operation and support received from its Shareholders, the Company''s Bankers during the year.

For and on behalf of the Board

Shouvik Kundu DIRECTOR

Ramesh Kumar Jhawar DIRECTOR

Hemant Premji Thacker EXECUTIVE DIRECTOR

Place: Kolkata Santanu Chattopadhyay Date: 28th May, 2014 DIRECTOR

---

Mar 31, 2013

The Directors present the Twentieth Annual Report to the members together with the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

Year ended Year ended 31st March, 2013 31st March, 2012 Rs. in lacs Rs. in lacs

Profit/(Loss) Before Tax (11.47) (05.22)

Less: Provision for taxation:

Less: Short Provision made for Income Tax

Profit/(Loss) After Tax (11.47) (05.22)

Less: Balance Brought forward from last year

Amount available for Appropriation (11.47) (05.22)

APPROPRIATIONS

Balance carried to Balance Sheet (11.47) (05.22)

(11.47) (05.22)

DIVIDEND

Your Company did not consider it prudent to recommend any dividend for the year under review.

REVIEW OF OPERATIONS

Your Company has decided to change its business model from manufacturing to trading which is yet to be finalized.

DIRECTORS

In terms of Article 142/143 of the Articles of Association of the Company, Mr. Ramesh Kumar Jhawar shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment. Brief particulars and expertise of these Directors have been given in the Notice of the Meeting.

Mr. Santanu Chattopadhyay was appointed as Additional Director of the Company on 4.06.2013 pursuant to the provisions of Section 260 of the Companies Act, 1956, he will hold office up the date of this Annual General Meeting. >iS^The Company has received notices in writing from member under Section 257 of the Companies Act, 1956 along with a deposit of Rs.500/- signifying his intention to propose Mr. Santanu Chattopadhyay as candidate for office of Director of the Company. Your Director recommend his appointment.

Mr. Hemant Premji Thacker was appointed as Wholetime Director designated as Executive Director of the Company w.e.f 12th September, 2012 subject to approval of the shareholders in general meeting. Your Directors recommend his appointment as Wholetime Director.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed with no material departures;

(ii) 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 financial year and of the profit or loss of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance together with the Auditors'' Compliance Certificate and Management Discussions and Analysis Report is annexed to this Annual Report.

AUDITORS

M/s Rohit Shukla & Associates, Chartered Accountants have expressed their willingness to be appointed as Statutory Auditors of the Company and the Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956. Accordingly, their appointment is recommended by the Board of Directors on the recommendation of Audit Committee.

AUDITORS'' OBSERVATIONS

As regards Auditor''s observation whether the Company will be able to continues as a going concern . Your Directors would like to state that our Company is looking for a new trading module of business. The Directors are hopeful of carrying business in near future.

PARTICULARS OF EMPLOYEES

None of the employees of the Company received remuneration requiring any disclosure to be made under Section 217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended, hence particulars are not annexed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has not undertaken any manufacturing activity during the year.

Foreign Exchange Earnings & Outgo - NIL

ACKNOWLEDGEMENT

Your Directors acknowledge the co-operation and support received from its Shareholders, the Company''s Bankers during the year.

Place : Kolkata For and on behalf of the Board

Date : 14th August, 2013 (Shouvik Kundu)

DIRECTOR (Ramesh Kumar Jhawar)

DIRECTOR

(Hemant Premji Thacker)

EXECUTIVE DIRECTOR

---

Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth Annual Report to the members together with the Audited Accounts for the financial year ended 31 st March, 2010.

Your Company remains committed to all social and economic objectives and continue to enlarge its contribution wherever possible.

FINANCIAL RESULTS Year ended Year ended 31st March, 2010 31st March, 2009

Rs. in lacs Rs. in lacs

Profit/(Loss) Before Tax (297.44) (1759.12)

Less: Provision for taxation: - 54.19

Profit/(Loss) After Tax (297.44) (1704.93)

Less: Balance Brought forward from last year - -

Amount available for Appropriation (297.44) (1704.93)

APPROPRIATIONS

Balance carried to Balance Sheet (297.44) (1704.93)

(297.44) (1704.93)

Disclosure relating to Discontinuing Operations

Loss Before Taxation from Continuing Operations (140.14) (678.96)

Less: Provision for Taxation - 4.59

Loss After Tax from Continuing Operations (140.14) 1674.37)

Loss Before Taxation from Discontinuing Operations (157.30) (1080.16)

Less: Provision for Taxation 49.60

Loss After Tax from Discontinuing Operations (157.30) (1030.56)

* Due to the reasons stated at Point I & II under Review of Operaf/onsbelow, the Profit & Loss Figures for the current year have been segregated into Continuing Operations & Discontinuing Operations as laid down under Accounting Standard - 24 issued by the Institute of Chartered Accountants of India. This being the first year, figures of the previous year have not been segregated.

dividend

Owing to the loss incurred dunrtgHhe year, your Company did not consider it prudent to recommend any dividend for the year under review. - ¦

REVIEW OF OPERATIONS

The operating results of the current year were negatively impacted owing to the following reasons:-

I. The Company is not carrying out any tea manufacturing activity at its unit located in Ooty, Tamilnadu, since August,2008, due, to the fact that the Tea Board oi: k«Ka has revoked the factorys registration under the provisions of Tea (Marketing) Control Order, 2003 issued underlie provisions of thejea Act, 1953.

II. The Company, therefore, decided to change its business model from manufacturing to trading in tea. Moreover m order to generate Working Capital as well as reduce Borrowings, the Board decided to sell, lease or otherwse dispose of - a) the residual land of 6.95 acres including the tea factory at Ooty along with all fixed assets such as plant, machinery, estate and development, etc. which are directly or indirectly required to run the factory, and b) the Corporate Office Building of the Company at Kolkata. The proposal had been duly approved by Shareholders under Section 293(1 )(a) by means of Postal Ballot in December, 2008. The sale is yet to be finalized.

Loss of Turnover and under-recovery of expenses, including depreciation and interest, resulted in high operating losses.

ACTION PLAN

In 2010-11, action plan has been put in place to ensure that costs are reduced, turnover enhanced and over-all margin increased:-

- As had been mentioned in the previous year, out of the 46.95 acres of land owned and occupied by the tea division of the Company at its Ooty factory, such portion of the vacant land measuring approximately 40 acres, with a little more or less, which was unutilized and unproductive is in the process of being sold for which shareholders approval has been obtained by the Company. Your Company has till October 2009, received an advance of about Rs. 868.20 lacs. Owing to the downturn in the Real Estate market the buyer is unable to finalize the Sale but it is expected that the transaction will be completed at the earliest. At the same time, your Company is endeavouring to finalize the sale of the Companys Head Office Building in Kolkata as well as the Factory at Ooty. Once these transactions are completed the liquidity position of the Company will improve substantially and the business model of trading can start in full swing.

SIGNIFICANT DEVELOPMENTS

The shareholders might recall that during the previous year it was reported that the sale of approximately 40 acres of unutilized and unproductive land at Ooty factory, for which shareholders approval had already been obtained earlier, was expected to bs concluded within the year 2010-11. But due to the sudden economic downturn the sale could not be completed. Your directors are hopeful of completing the deal during the current year.

Besides the above, shareholders approval was also obtained through postal ballot means to sell, lease or otherwise dispose of a) the factory including land of approximately 6.95 acres at Ooty, and b) the Corporate Office at Kolkata. Your directors are hopeful of completing the deal during the current year.

Upon completion of the above transactions the liquidity position of the Company will improve substantially and the business model of trading can start in full swing.

DIRECTORS

During the period under review, Mr. F J Kapadia and Mrs. Rajinie Singh resigned as Directors from your Company and Directorship of Mrs Usha Singh was ceased due to sad demisal of her. Your Directors would like to record their sincere appreciation*for the valuable services rendered by them during their tenure as Directors.

In terms of Article 142/143 of the Articles of Association of the Company, Mr. Arabinda Bose and Mr. Binoy Krishna Banerjee shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment. Brief particulars and expertise of these Directors have been given in the Notice of the Meeting.

DIRECTORS* RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed with no material departures;

(ii) 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 financial year and of the profit or loss of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance together with the Auditors Compliance Certificate and Management Discussions and Analysis Report is annexed to this Annual Report.

INVESTORS EDUCATION & PROTECTION FUND

There were no amount due for deposit to the Investors Education and Protection Fund Account set-up by the Central Government, pursuant to the provisions of Section 205C of the Companies Act, 1956.

However, unpaid / unclaimed dividend shown in the following table shall be deposited as and when they become due.

Financial Year Date of Declaration Last date for Due Date for to which the of Dividend claiming dividend transfer to IEPF Account dividend relates of the Central Government

2002-03 20.09.2003 19.09.2010 19.10.2010 2003-04 06.09.2004 05.09.2011 05.10.2011

2004-05 14.06.2005 13.06.2012 13.07.2012

Members who have not so far encashed their dividend warrant(s) are requested to seek issue of duplicate warrant(s) / revalidation of the existing warrants by writing at the Companys Corporate Office at Beeyu House, 64A, Ballygunge Circular Road, Kolkata - 700 019 immediately. Members are requested to note that no claims shall lie against the Company or the said Fund in respect of any amounts which were unclaimed and unpaid for a period of seven years from the dates that they first became due for payment as set out in column 3 above and no payment shall be made in respect of any such claims.

AUDITORS

M/s. H. K. Agrawal & Co., Chartered Accountants, the Statutory Auditors of the Company, retires as the Auditors on conclusion of the forthcoming Annual General Meeting. They have expressed their willingness to be re-appointed. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956. Accordingly, their re-appointment is recommended by the Board of Directors.

AUDITORSOBSERVATIONS

Report of the Auditors is self-explanatory and does not call for any further comments from Directors.

PARTICULARS OF EMPLOYEES

None of the employees of the Company receives remuneration requiring any disclosure to be made under Section 217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended, hence particulars are not annexed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed hereto and form part of this report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank individually each and every of its most valued customers for their continued confidence in the Company and request for their continued patronage and support to the Company.

Your Directors wish to place on record their appreciation of the services rendered by the executives, staff and workers at all levels and hope they shall continue to serve the Company with greater dedication and sincerity.

Your Directors also acknowledge the co-operation and support received from its Shareholders, the Companys Bankers and various departments and agencies of the Central and State Governments.

For and on behalf of the Board

Place: Kolkata B. P. Singh

Date: 26th May, 2010 Chairman & Managing Director