Enbee Trade and Finance Limited
Your Directors have pleasure in presenting their 31st Annual Report and the auditedfinancial statement for the financial year ended March 31 2016.
HIGHLIGHTS OF FINANCIAL RESULTS
The Companys financial performance for the year ended March 31 2016 issummarised below:
|Particulars ||2015-2016 ||2014-2015 |
| ||(Rs.) ||(Rs.) |
|Net Revenue from Operations ||4294280 ||2133368 |
|Other Income ||Nil ||7008614 |
|Total Revenue ||4294280 ||9141982 |
|Total Expenses ||4370703 ||1519252 |
|Profit before tax ||(76423) ||7622730 |
|Profit after tax ||750049 ||6112684 |
|Amount Transferred to Reserves ||239000 ||1223000 |
REVIEW OF OPERATIONS AND FUTURE PROSPECTS:
The Company being a registered NBFC has during the financial year under review hasgenerated revenue of Rs. 42.94 lacs (previous year Rs. 21.33 lacs) from its operationalactivity resulting in net profit of Rs. 7.50 lacs (previous year Rs. 61.12 lacs). Duringthe previous year there has been a sale of investment of the Company resulting in increasein other income aggregating to Rs. 70.08 lacs. However in the current year under reviewthere has been no income from other sources. The Company is presently focusing in its NBFCactivities and the same is reflecting from the income from operating which has increasedresulting in greater profitability for the stakeholders of the Company.
The highlights of operating performance of the Company are summarized below:
|Particulars ||2015-2016 ||2014-2015 |
|Interest on Loans Given ||4294280 ||2133368 |
|Profit on sale of investments ||- ||7008614 |
TRANSFER TO RESERVES:
The credit balance of Profit and Loss account is transferred to reserves in Balancesheet in accordance with the provision of RBI Act and co act.
In order to conserve resources for operational purposes and for further expansion ofthe business your Directors have not recommended any dividend on the equity shares forthe year under review.
OPEN OFFER OF EQUITY SHARES
Your Directors have pleasure to inform you that during the period under review Mr.Amar Gala (Acquirer) executed Share Purchase Agreement dated January 22 2015 with theerstwhile Promoter Shareholders for purchase of Shares of the Company and complied withthe formalities of the open offer process as per the SEBI (SAST) Regulations 2011. Thedeclassification of Promoters took place and the acquirer purchased the 58200 EquityShares of the Company at a price of Rs. 5/- per Equity Share in Regulations 22(2) and22(2A) of the Securities and Exchange Board of India (Substantial Acquisition of Sharesand Takeovers) Regulations 2011 as amended ("Takeover Regulations").
During the year under review the Company on June 4 2015 has issued and allotted120050 Equity Shares of Rs. 10/- each at Rs. 50/- each for which the Company has receivedthe In-Principal Listing and Trading approval from the Stock Exchange where thesecurities of the Company are listed.
Further during the year the Company had come up with the Preferential Offer of700000 Equity Shares of the Company to Promoter Promoter Group and Non-PromoterInvestors (Persons Acting in Concert) by way of Postal Ballot notice dated
15 results for which were declared on March 12 2016. On receipt of In-principalApproval from BSE Limited dated March 30 2016 The Company has made an allotment on March31 2016 of 690000 Equity Shares at Rs.50/- in compliance with the relevant rules andregulation in force. In this context the management is in the process of getting listingand trading approval for the aforementioned securities from the stock exchange.
Pursuant to Sections 149 152 and other applicable provisions of the Companies Act2013 one-third of such of the Directors as are liable to retire by rotation shall retireevery year and if eligible offer themselves for re-appointment at every Annual GeneralMeeting. Consecutively Mr. Amar N. Gala Chairman and Managing Director will retire byrotation at the ensuing Annual General Meeting and being eligible offer himself forre-appointment in accordance with the provisions of the Companies Act 2013.
The following Board of Directors of the Company resigned during the year under review:
|NAME OF DIRECTOR ||DIN ||Date of Resignation |
|Rohit Chheda ||06647075 ||06.04.2016 |
Upon consummation of the open offer Mr. Amar Gala has taken over the managementcontrol of the Company and have being appointed as Chairman & Managing Director of theCompany w.e.f. July 7 2015.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015during the year under review the Board carried out the annual evaluation of its ownperformance. A structured questionnaire covering various aspects of the Boardsfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligation and governance wasdistributed to each member of the Board and inputs were received. The performanceevaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of Non-Independent Directors and the Board as a whole was carriedout by the Independent Directors. The Directors expressed their satisfaction with theevaluation process.
At present the securities of the Company is listed on BSE Limited and the Company hasbeen regular in paying the listing fees and other statutory payments to the Stock Exchangeand other intermediaries.
The management of the Company is in the process of getting listing and trading approvalfor the 690000 Equity Shares issued on March 31 2016.
SHIFTING OF REGISTERED OFFICE OF THE COMPANY
Pursuant to the completion of the open offer formalities the Management of the Companyhas changed and the current location of the entire management is situated in MumbaiMaharashtra. Keeping in mind the better administration and reduced administrative costs ofthe Company the Directors of the Company have decided to shift its operations fully toits administrative office also it would be more effective to expand Companys currentbusiness as well as develop other related business at State of Maharashtra Mumbai i.e. toshift the registered office of the Company from Imambada Road Nagpur - 440018 to B4 / C5Gods Gift CHS Ltd N M Joshi Marg Lower Parel Mumbai 400013 (i.e. outside thelocal limits) but within the jurisdiction of the same Registrar of Companies Mumbaiw.e.f March 12 2016..
In accordance with SEBI (LODR) Regulations 2015 as entered with the Stock Exchangeand some of the best practices followed internationally on Corporate Governance thereport containing the details of corporate governance systems and processes is as follows:At Enbee Trade and Finance Limited Corporate Governance is all about maintaining avaluable relationship and trust with all stakeholders. We consider stakeholders areplaying very important role in our success and we remain committed to maximizingstakeholder value be it shareholders employees suppliers customers investorscommunities or policy makers. This approach to value creation emanates from our beliefthat sound governance system based on relationship and trust is integral to creatingenduring value for all. We have a defined policy framework for ethical conduct ofbusinesses. We believe that any business conduct can be ethical only when it rests on thenine core values of Honesty Integrity Respect Fairness Purposefulness TrustResponsibility Citizenship and Courage. The corporate governance is an important tool forthe protection of shareholder and maximization of their long term values. The objective ofCorporate Governance is to achieve excellence in business thereby increasingstakeholders worth in the long term which can be achieved keeping the interest ofstakeholders and comply with all rules regulations and laws. The principalcharacteristics of Corporate Governance are Transparency Independence AccountabilityResponsibility Fairness and Social Responsibility along with efficient performance andrespecting interests of the stakeholders and the society as a whole.
COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE
The Company's philosophy on corporate governance is been founded on the fundamentalideologies of the group viz. Trust Value and Service. Obeying the law both in letterand in spirit is the foundation on which the Company's ethical standards are built. Onadopting corporate governance the Company shall make a constant endeavor to achieveexcellence in Corporate Governance on continuing basis by following the principles oftransparency accountability and integrity in functioning so as to constantly striving toenhance value for all stakeholders and the society in general. As a good corporatecitizen the Company will maintain sound corporate practices based on conscienceopenness fairness professionalism and accountability in building confidence of itsvarious stakeholders in it thereby paving the way for its long term success. We are makingcontinuous efforts to adopt the best practices in corporate governance and we believe thatthe practices we are putting into place for the company shall go beyond adherence toregulatory framework. The Company's corporate governance philosophy has been furtherstrengthened by adopting a Code of Fair Practice in accordance with the guidelines issuedby Reserve Bank of India from time to time.
As per SEBI (LODR) 2015(i) companies with equity share capital of less than Rs 10crores (ii) companies having net worth not exceeding of Rs 25 crores and (iii) companieslisted on SME and SME-ITP platforms of the stock exchanges has to comply with theprovision of SEBI (LODR) Regulation 2015. Since the Paid Share Capital of the Company isbelow the Limit specified under the SEBI (LODR) Regulations 2015 the provision /requirements of Corporate Governance as laid down under the SEBI (LODR) Regulations 2015is not applicable to the Company. However the Company itself follow the standards ofCorporate Governance but the disclosures required to be done under Regulation 27 (2) ofSEBI (LODR) Regulations 2015 is not applicable to the Company.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement:
(i) That in the presentation of the annual accounts for the year ended March 31 2016applicable accounting standards have been followed and that there are no materialdepartures;
(ii) That they have in the selection of the accounting policies consulted thestatutory auditors and have applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company for the year ended March 31 2016 and of the profit of the Company for theyear ended on that date;
(iii) That they have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
(iv) That the annual accounts have been prepared on a going concern basis.
(v) That internal financial controls followed by the Company are adequate and wereoperating effectively
(vi)That the systems to ensure compliance with the provisions of all applicable lawswere adequate and operating effectively
HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
The Company does not have any Holding/ Subsidiary/ Associate Company during the periodunder review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT AND FOREIGNEXCHANGE EARNINGS AND OUTGO
|Sr. no. ||Particulars ||Remarks |
|1 ||Energy conservation measures taken ||NIL |
|2 ||Additional investments and proposals if any being implemented for reduction of consumption of energy ||NIL |
|3 ||Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods ||NIL |
|4 ||Total energy consumption and energy consumption per unit of production ||NIL |
FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
|Sr. no. ||Particulars ||Remarks |
|A. ||Power and fuel consumption ||NIL |
|B. ||Consumption per unit of production ||NIL |
FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.
|I Research and Development ||: Nil |
|II Technology Absorption Adaptation and Innovation ||: Nil |
|FOREIGN EXCHANGE EARNINGS AND OUTGO || |
|I. Earnings in Foreign Exchange during the year ||: Nil |
|II. Foreign Exchange outgo during the year ||: Nil |
PARTICULARS OF EMPLOYEES
Particulars of employees as required to be disclosed in terms of Section 134 of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are made available at the registered office of theCompany. The members desirous of obtaining the same may write to the Company Secretary atthe registered office of the Company.
RE-APPOINTMENT OF THE STATUTORY AUDITORS
At the forthcoming Annual General Meeting M/s. Ambavat Jain & Associates LLPChartered Accountants who are the Statutory Auditors of the Company have been appointedby the shareholders of the Company to hold office upto the conclusion of the AGM for theFinancial Year 2019-2020 (subject to ratification by the shareholders at every AGM). TheCompany has received certificate and confirming that their re-appointment from this AGM to34th AGM of the Company if made at the ensuing Annual General Meeting of the Company willbe in accordance with the provisions of the Companies Act 2013 and as per the termprescribed under the said act.
During the period under review your Company has not accepted or invited any depositsfrom public.
SIGNFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS ANDCOMPANYS OPERATIONS
There have been no significant and material orders passed by any regulators or courtsor tribunals impacting the going concern status and companys operations in future.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
The Company has made transactions and are within the limit of Loans Guarantees orInvestments as mentioned under Section 186 of the Companies Act 2013
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board / Committee Meetings arepre-scheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. However in case of a special and urgentbusiness need the Boards approval is taken by passing resolutions throughcirculation as permitted by law which are confirmed in the subsequent Board meeting.
The Board met 14(Fourteen) times during the financial year. The intervening gap betweenany two meetings was within the period prescribed by the Companies Act 2013. The maximuminterval between any two meetings did not exceed 120 days as prescribed under theCompanies Act 2013.
The Composition of the Board and the number of directorships memberships andchairmanship of committees as on March 31 2016 are given below:
|Name of the Directors ||DIN ||Designation / category ||*No. of Directorship in Boards of other Co. ||Committee Membership in all Companies ||Chairmanship in committees where they are members |
|Amar N. Gala ||00235850 ||Chairman & Managing Director ||NIL ||NIL ||NIL |
|Arvind J. Gala ||06647075 ||Non-Executive Director ||3 ||NIL ||NIL |
|Rohit P. Chheda* ||06893880 ||Non-Executive Director ||1 ||NIL ||NIL |
|Nishith K. Pandit ||06942623 ||Non-Executive Director ||NIL ||NIL ||NIL |
|Jayesh G. Patel ||07138965 ||Non-Executive Director ||NIL ||NIL ||NIL |
|Samta Gala ||07138965 ||Executive Director ||NIL ||NIL ||NIL |
* Resigned from the Directorship on 06.04.2016
Details of Shareholdings of Directors as on March 2016
The number of equity shares of face value Re. 10 each of the Company held by theDirectors on March 31 2016 is as under:
|NAME OF DIRECTORS ||DESIGNATION ||NO. OF SHARES HELD ||PERCENTAGE OF TOTAL PAID UP SHARE CAPITAL |
|Amar N. Gala ||Managing Director ||285166 ||27.02 |
|Samta A. Gala ||Whole Time Director ||50000 ||4.73 |
BOARD MEETINGS AND ATTENDANCE
The dates on which the said meetings were held are 14 times on
|17.04.2015 ||26.05.2015 ||04.06.2015 ||07.07.2015 ||21.07.2015 ||29.07.2015 ||14.08.2015 ||01.09.2015 ||12.09.2015 |
|14.11.2015 ||04.02.2016 ||09.02.2016 ||13.02.2016 ||31.03.2016 ||- ||- ||- ||- |
The gap between any two meetings has been less than four months. The maximum intervalbetween any two Board Meetings was not more than 4 months. The presence of Directors atthe Board meetings and last AGM was as follows:
|Name of director ||No. of meetings held ||No. of meetings Attended ||Last AGM Attended |
|Amar N. Gala ||14 ||10 ||Yes |
|Arvind J. Gala ||14 ||12 ||No |
|Rohit P. Chheda* ||14 ||13 ||No |
|Nishith K. Pandit ||14 ||12 ||Yes |
|Jayesh G. Patel ||14 ||14 ||Yes |
|Samta A. Gala ||14 ||14 ||No |
* Resigned from the Directorship on 06.04.2016
None of the directors is a member in more than ten committees or acts as a Chairman inmore than five committees across all companies in which he is a director.
EXTRACT OF THE ANNUAL RETURN
An extract of the Annual Return for the year ended March 31 2016 as provided undersub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management &Administration) Rules 2014 in the prescribed form MGT-9 is attached as AnnexureA and forms part of this report.
SECRETARIAL AUDITORS AND THEIR REPORT
Mr. Amit R. Dadheech Company Secretaries was appointed as Secretarial Auditors of theCompany for the financial year 2015-16 Pursuant to Section 204 of the Companies Act 2013.The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached asAnnexure B and forms part of this report.
The Secretarial Auditor have reported that the Company have not appointed ChiefFinancial Officer and Internal Auditor of the Company. The Board hereby wishes to clarifythat as the Company is in its expansion stage and have started its business operations ofPost Acquisition of the Company. The overall Business Structure is at a very micro level.However in order to comply with the provision of the Companies Act 2013 the Management istaking necessary steps to finalize a suitable candidate for the Position of the ChiefFinancial Officer and Internal Auditor.
RELATED PARTIES TRANSACTIONS
All the transactions with related parties are in the ordinary course of business and onarms length basis. The details of the transactions entered into between the Companyand the related parties are given in AOC-2 attached as Annexure C.
The Company has the following Committees of the Board:
Stakeholders Relationship Committee
Nomination & Remuneration Committee
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.enbeetrade.com under investors/policy documents/Vigil Mechanism Policy link.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on the Management Discussion and Analysis is attached as a part ofthe Annual Report.
INTERNAL FINANCIAL CONTROL
The Company believes that internal control is a necessary concomitant of the principleof prudent business governance that freedom of management should be exercised within aframework of appropriate checks and balances. The Company remains committed to ensuring aneffective internal control environment that inter alia provides assurance on orderly andefficient conduct of operations security of assets prevention and detection offrauds/errors accuracy and completeness of accounting records and the timelypreparation of reliable financial information.
The Company's independent and Internal Audit processes both at the Business andCorporate levels provide assurance on the adequacy and effectiveness of internalcontrols compliance with operating systems internal policies and regulatoryrequirements.
The Company has in place adequate internal financial controls with reference to theFinancial Statements. Such controls have been tested during the year and no reportablematerial weakness in the design or operation was observed. Nonetheless the Companyrecognizes that any internal financial control framework no matter how well designed hasinherent limitations and accordingly regular audit and review processes ensure that suchsystems are reinforced on an ongoing basis.
RISK & MITIGATION
The Company has identified various risks faced by the Company from different areas. Asper the provision of the Companies Act 2013 the the Board had adopted a risksmanagement policy whereby a proper framework is set up. Appropriate structures are presentso that risks are inherently monitored and controlled. A combination of policies andprocedures attempts to counter risks as and when they evolve.
As the Company is operating in the service industry cost audit is not applicable tothe Company and hence no reporting is required.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandated under "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013"the Company has in place a formal policy forprevention of sexual harassment of its women employees. The following is the summary ofsexual harassment complaints received and disposed off during the current financial year.Number of Complaints received : NIL Number of Complaints disposed off : NIL
The company maintained healthy cordial and harmonious industrial relations at alllevels the enthusiasm and unstinting efforts of employees have enabled the company toremain at the leadership position in the industry it has taken various steps to improveproductivity across organization.
Your Directors wish to acknowledge all their stakeholders and are grateful for theexcellent support received from the shareholders Bankers Financial InstitutionsGovernment authorities esteemed corporate clients customers and other businessassociates. Your Directors recognize and appreciate the hard work and efforts put in byall the employees of the Company and their contribution to the growth of the Company in avery challenging environment.
|Date: : August 18 2016 ||By Order of the Board Place |
|Place: Mumbai ||for ENBEE TRADE & FINANCE LIMITED |
|Regd. Office: B4 /C5 Gods Gift CHS Ltd. ||Sd/- |
|N M Joshi Marg Lower Parel ||Amar N. Gala |
|Mumbai - 400013 ||(Chairman & Managing Director) |
| ||DIN: 07138963 |