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Enbee Trade & Finance Ltd.

BSE: 512441 Sector: Financials
NSE: N.A. ISIN Code: INE993I01011
BSE 15:15 | 22 Jan 90.00 1.00
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VOLUME 500
52-Week high 101.00
52-Week low 87.00
P/E 79.65
Mkt Cap.(Rs cr) 14
Buy Price 90.00
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00
OPEN 90.00
CLOSE 89.00
VOLUME 500
52-Week high 101.00
52-Week low 87.00
P/E 79.65
Mkt Cap.(Rs cr) 14
Buy Price 90.00
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00

Enbee Trade & Finance Ltd. (ENBEETRADE) - Director Report

Company director report

To

The Members

Enbee Trade and Finance Limited

Your Directors have pleasure in presenting their 32nd Annual Report and theaudited financial statement for the financial year ended March 31 2017.

HIGHLIGHTS OF FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2017 is summarisedbelow:

Particulars 2016-2017 2015-2016
(Rs.) (Rs.)
Net Revenue from Operations 9511615 4294280
Other Income 12930 -
Total Revenue 9524545 4294280
Total Expenses 5834125 4370703
Profit before tax 3690421 -76423
Profit after tax 2462609 750462
Amount Transferred to Reserves 76308000 52292292

REVIEW OF OPERATIONS AND FUTURE PROSPECTS:

The Company being a registered NBFC during the financial year under review theCompany has generated revenue of Rs. 95.11 lacs (previous year Rs. 42.94 lacs) from itsoperational activity resulting in net profit of Rs. 24.62 lacs (previous year Rs. 7.50lacs). The Company is presently focused in its NBFC activities and the same is reflectingfrom the income from operating which has increased resulting in greater profitability forthe stakeholders of the Company.

BUSINESS OPERATIONS

The highlights of operating performance of the Company are summarized below:

Particulars 2016-2017 2015-2016
(Rs.) (Rs.)
Interest on Loans Given 9511615 4294280
Interest on IT Refund 12930 -

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 Companies Act.

DIVIDEND

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

During the year the Company had come up with the Preferential Offer of 545000 EquityShares of Rs. 10/- each at Rs. 50/- each to Promoter Promoter Group and Non-PromoterInvestors (Persons Acting in Concert) by way of members meeting dated September 17 2016results for which were declared on September 19 2016 On receipt of In-principal Approvalfrom BSE Limited dated October 26 2016. The Company has received Listing and Tradingapproval for the said securities.

DIRECTORS OF THE COMPANY

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 Director will retire by rotation at the ensuingAnnual General Meeting and being eligible offer himself for re-appointment in accordancewith the provisions of the Companies Act 2013.

Following Are the Details of Directors on the Board of the Company

Sr. No. Name of Directors DIN DATE OF APPOINTMENT
1. Amar N. Gala 07138963 07/07/2015
2. Arvind J. Gala 02392119 20/02/2015
3. Jayesh G. Patel 06942623 20/02/2015
4. Nishith K. Pandit 06893880 20/02/2015
5. Samta A. Gala 07138965 27/03/2015

Further during the year under review following are the Key managerial Personnel in theCompany as per Section 2(51) and 203 of the Companies Act 2013 are as follows:

Sr. No. Name of Directors DIN / PAN DATE OF APPOINTMENT DESIGNATION
1. Amar N. Gala 07138963 07/07/2015 Managing Director
2. Samta A. Gala 07138965 27/03/2015 Whole time Director
3. Darshni H. Lakhani ABMPL4019R 07/07/2015 Company Secretary & Compliance Officer
4. Mehul Narendra Gala AEIPG9525N 12/11/2016 Chief Financial Officer

As per Section 203 of the Companies Act 2013 the Board has appointed Chief FinancialOfficer of the Company and the details for the same is given below:

Name Of Chief Financial Officer PAN Date of Appointment
Mehul Narendra Gala AEIPG9525N 12/11/2016

During the year under review the following non – executive Independent Directorof the Company has resigned as on and same has been intimated to concerned authorities.

Name Of Director DIN Date of Resignation
Rohit Chheda 06647075 April 6 2016

PERFORMANCE EVALUATION

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 Board'sfunctioning 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.

SHARE CAPITAL

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.

During the year under review the Company is having Authorized Share Capital as2000000 Equity Shares of Rs. 10/- each amounting to Rs. 20000000/-. Subscribed Issuedand Paid up Capital as 1600050 Equity Shares of Rs.10/- amounting to Rs. 16000500/-.

CORPORATE GOVERNANCE

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 increasing stakeholders'worth in the long term which can be achieved keeping the interest of stakeholders' andcomply with all rules regulations and laws. The principal characteristics of CorporateGovernance are Transparency Independence Accountability Responsibility Fairness andSocial Responsibility along with efficient performance and respecting interests of thestakeholders and the society as a whole.

COMPANY'S 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.

APPLICABILITY

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 2017applicable 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 2017 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

TECHNOLOGY ABSORPTION

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 will be in accordance with the provisions of the Companies Act2013 and as per the term prescribed under the said act.

FIXED DEPOSITS

During the period under review your Company has not accepted or invited any depositsfrom public.

SIGNFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS AND COMPANY'SOPERATIONS

There have been no significant and material orders passed by any regulators or courtsor tribunals impacting the going concern status and company's 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

BOARD MEETINGS

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 Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board meeting.

The Board met 8(Eight) times during the financial year. The intervening gap between anytwo 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 2017 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 07138963 Chairman & Managing Director NIL NIL NIL
Arvind J. Gala 02392119 Non-Executive Director 4 NIL NIL
Rohit P. Chheda* 06647075 Non-Executive Director 1 NIL NIL
Nishith K. Pandit 06893880 Non-Executive Director NIL NIL NIL
Jayesh G. Patel 06942623 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 31 2017

The number of equity shares of face value Re. 10 each of the Company held by theDirectors on March 31 2017 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 8 times on

06.04.2016 26.05.2016 13.08.2016 18.08.2016 17.09.2016 27.10.2016 12.11.2016 13.02.2017

The gap between any two meetings has been not more than 120 days. The maximum intervalbetween any two Board Meetings was not more than 4 months.

The presence of Directors at the 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 8 8 Yes
Arvind J. Gala 8 1 No
Rohit P. Chheda* 8 0 No
Nishith K. Pandit 8 8 Yes
Jayesh G. Patel 8 8 No
Samta A. Gala 8 8 Yes

* 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 2017 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 Annexure ‘A'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 2016-17 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.

RELATED PARTIES TRANSACTIONS

All the transactions with related parties are in the ordinary course of business and onarm's length basis. The details of the transactions entered into between the Company andthe related parties are given in AOC-2 attached as Annexure ‘C'.

BOARD COMMITTEES

The Company has the following Committees of the Board:

• Audit Committee

• 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.

COST AUDITORS

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 of sexual harassment complaints received and disposed offduring the current financial year.

Number of Complaints received : NIL
Number of Complaints disposed off : NIL

INDUSTRIAL RELATIONS

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.

ACKNOWLEDGEMENT

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 22 2017 By Order of the Board Place
Place: Mumbai for ENBEE TRADE & FINANCE LIMITED
Regd. Office: B4 /C5 God's Gift CHS Ltd. Sd/-
N M Joshi Marg Lower Parel Amar N. Gala
Mumbai - 400013 (Chairman & Managing Director)
DIN: 07138963