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Enbee Trade & Finance Ltd.

BSE: 512441 Sector: Financials
NSE: N.A. ISIN Code: INE993I01011
BSE 00:00 | 06 Dec 49.75 0
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NSE 05:30 | 01 Jan Enbee Trade & Finance Ltd
OPEN 49.75
PREVIOUS CLOSE 49.75
VOLUME 24
52-Week high 75.00
52-Week low 25.10
P/E 20.31
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 49.75
CLOSE 49.75
VOLUME 24
52-Week high 75.00
52-Week low 25.10
P/E 20.31
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
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 36th AnnualReport and the audited financial statement for the financial year ended March 31 2021

HIGHLIGHTS OF FINANCIAL RESULTS

The Company s financial performance for the year ended March 31 2021is summarised below:

(amounts in lakhs)

Particulars 2020-2021 2019-20
(Rs.) (Rs.)
Net Revenue from Operations 195.39 85.95
Other Income 0.23 0.32
Total Revenue 195.62 86.27
Total Expenses 186.16 149.03
Profit before tax 9.46 (62.76)
Profit after tax 6.83 (47.85)
Amount Transferred to Reserves 6.83 -
Closing Balance of Reserves and Surplus 788.38 781.55

REVIEW OF OPERATIONS AND FUTURE PROSPECTS:

The Company is a Category B Non Banking Finance Company (NBFC)registered with Reserve Bank of India (RBI). During the financial year under review theCompany has generated revenue of Rs. 195.39 lakhs as compared to previous year s revenueof Rs. 85.95 lakhs from its operational activity resulting into the net profit of Rs. 6.83lakhs as compared to previous year loss Rs. 47.85 lakhs.

BUSINESS OPERATIONS

The highlights of operating performance of the Company are summarizedbelow:

Particulars 2020-2021 2019-20
(Rs.) (Rs.)
Interest on Loans Given 195.39 8595000

TRANSFER TO RESERVES:

The credit balance of Profit and Loss account is transferred toreserves as shown in Balance Sheet of the Company in accordance with the provision of RBIAct and Companies Act 2013.

DIVIDEND

In order to conserve resources for operational purposes and for furtherexpansion of the business your Directors have not recommended any dividend on the equityshares for the year under review.

DIRECTORS OF THE COMPANY

Pursuant to Sections 149 152 and other applicable provisions of theCompanies Act 2013 one-third of such of the Directors as are liable to retire by rotationshall retire every year and if eligible offer themselves for reappointment at every AnnualGeneral Meeting. Consecutively Ms. Samta Gala Director will retire by rotation at theensuing Annual General Meeting and being eligible offer herself for re-appointment inaccordance with 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 Jayesh G. Patel 06942623 20/02/2015
3 *Nishith K. Pandit 06893880 20/02/2015
4 Samta A. Gala 07138965 27/03/2015
5 Akash Shailesh Gangar 09079830 11/03/2021

 

*Mr. Nishith K. Pandit has resigned from the post of IndependentDirector w.e.f. March 11 2021.

Further during the year under review following were the Keymanagerial Personnel in the Company as per Section 2(51) and 203 of the Companies Act2013:

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 Executive Director
3 Mehul Narendra Gala AEIPG9525N 12/11/2016 Chief Financial Officer
4 Isha Sandesh Goraksha AXOPG5521B 03/09/2021 Company Secretary & Compliance Officer

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015 during the year under review the Board carried out the annualevaluation of its own performance. A structured questionnaire covering various aspects ofthe Board s functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligation andgovernance was distributed to each member of the Board and inputs were received. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of Non-Independent Directors and the Board as a whole wascarried out by the Independent Directors. The Directors expressed their satisfaction withthe evaluation process.

SHARE CAPITAL

At present the securities of the Company are listed on BSE Limited andthe Company has been regular in paying the listing fees and other statutory payments tothe Stock Exchange and other intermediaries.

During the year under review the Authorized Share Capital of theCompany was 2000000 Equity Shares of Rs. 10/- each amounting to Rs. 20000000/-.Subscribed Issued and Paid up Capital of the Company was 1600050 Equity Shares ofRs.10/- amounting to Rs. 16000500/-.

CORPORATE GOVERNANCE

In accordance with SEBI (LODR) Regulations 2015 as entered with theStock Exchange and some of the best practices followed internationally on CorporateGovernance the report containing the details of corporate governance systems andprocesses is as follows:

At Enbee Trade and Finance Limited Corporate Governance is all aboutmaintaining a valuable relationship and trust with all stakeholders. We considerstakeholders are playing very important role in our success and we remain committed tomaximizing stakeholder value be it shareholders employees suppliers customersinvestors communities or policy makers. This approach to value creation emanates from ourbelief that sound governance system based on relationship and trust is integral tocreating enduring 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 stakeholdersworth 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 thefundamental ideologies of the group viz. Trust Value and Service. Obeying the law bothin letter and in spirit is the foundation on which the Company's ethical standards arebuilt. On adopting corporate governance the Company shall make a constant endeavor toachieve excellence in Corporate Governance on continuing basis by following the principlesof transparency accountability and integrity in functioning so as to constantly strivingto enhance 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 provisions of Regulation 15 of SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 (i) companies with equity share capital of lessthan Rs 10 crores (ii) companies having net worth not exceeding of Rs 25 crores and(iii) companies listed on SME and SME-ITP platforms of the stock exchanges has to complywith the provision of SEBI (LODR) Regulation 2015. Since the Paid Share Capital of theCompany is below the threshold limit specified under the SEBI (LODR) Regulations 2015the provision / requirements / compliance with respect to the Corporate Governance as laiddown under the SEBI (LODR) Regulations 2015 is not applicable to the Company. Howeverthe Company has itself followed the standards of Corporate Governance but the disclosuresrequired to be done under Regulation 27(2) of SEBI (LODR) Regulations 2015 is notapplicable to the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATEOF REPORT:

No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year to which this Report relatestill that the date of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatement:

I. That in the presentation of the annual accounts for the year endedMarch 31 2021 applicable accounting standards have been followed and that there are nomaterial departures;

II. That they have in the selection of the accounting policiesconsulted the statutory auditors and have applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company for the year ended March 31 2021 and of the profit of theCompany for the year ended on that date;

III. That they have taken proper and sufficient care to the best oftheir knowledge and ability for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

IV. That the annual accounts have been prepared on a going concernbasis.

V. That internal financial controls followed by the Company areadequate and were operating effectively

VI. That the systems to ensure compliance with the provisions of allapplicable laws were adequate and operating effectively

HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

The Company does not have any Holding/ Subsidiary/ Associate Companyduring the period under review.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH&DEVELOPMENT AND FOREIGN EXCHANGE 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 CONSERVATIONOF 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 TECHNOLOGYABSORPTION ETC.

I Research and Development : NA
II Technology Absorption Adaptation and Innovation : NA

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 ofSection 134 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are made available at the registeredoffice of the Company. The members desirous of obtaining the same may write to theCompany.

FIXED DEPOSITS

The Company is registered as Non Deposit Accepting NBFC (NBFC-ND) sinceApril 20 1998.During the period under review your Company has not accepted or invitedany deposits from public.

KNOW YOUR CUSTOMER (KYC/ANTI-MONEY LAUNDERING (AML) MEASURES:

The Company has been implementing KYC/AML policy as approved by theBoard of Directors in accordance with the PMLA 2002 (Prevention of Money Laundering Act2002) and RBI/IBA (Reserve Bank of India/Indian Bank s Association) guidelines.

SIGNFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUSAND COMPANY'S OPERATIONS

There have been no significant and material orders passed by anyregulators or courts or tribunals impacting the going concern status and company soperations in future.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company /business policy and strategy apart from other Board business. The Board / CommitteeMeetings are pre-scheduled and a tentative annual calendar of the Board and CommitteeMeetings is circulated to the Directors in advance to facilitate them to plan theirschedule and to ensure meaningful participation in the meetings. However in case of aspecial and urgent business need the Board s approval is taken by passing resolutionsthrough circulation as permitted by law which are confirmed in the subsequent Boardmeeting.

The Board met 9 (Nine) times during the financial year on the followingdates;

*31/07/2020 *06.08.2020 03.09.2020 04.09.2020 15.09.2020
13.11.2020 16.12.2020 13.02.2021 11.03.2021

*The intervening gap between any two meetings was within the periodprescribed by the Companies Act 2013 except for the Board Meeting dt: 11/02/2020 and31/07/2020 which was 172 days due to the unavoidable circumstances and the resultinglockdown caused by the Covid-19 pandemic. The maximum interval between any two meetingsdid not exceed 120 days as prescribed under the Companies Act 2013 but MCA vide circularno. 11/2020 dated March 24 2020 had allowed a onetime relaxation for the gap between twoconsecutive meetings of the Board to extend to 180 days till the next two quarters i.eupto September 30 2020 instead of 120 days as required in the Companies Act 2013pursuant to which the Company was not in non-compliance w.r.t the provisions of the Act.

*The meeting dt: 31/07/2020 was adjourned to 06/08/2020 due to theunavoidable circumstances and the resulting lockdown arising due by the Covid-19 pandemic.

The Composition of the Board and the number of directorshipsmemberships and chairmanship of committees as on March 31 2021 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
*Nishith K. Pandit 06893880 Non-Executive Director NIL 3 1
Jayesh G. Patel 06942623 Non-Executive Director NIL 3 2
Samta Gala 07138965 Executive Director NIL 3 NIL
Akash Shailesh Gangar 09079830 Additional Director (Non-Executive) NIL 3 1

 

*Mr. Nishith K. Pandit has resigned from the post of IndependentDirector w.e.f. March 11 2021

Details of Shareholdings of Directors as on March 31 2021:

The number of equity shares of face value Re. 10 each of the Companyheld by the Directors on March 31 2021 is as under:

NAME OF DIRECTORS DESIGNATION NO. OF SHARES HELD PERCENTAGE OF TOTAL PAID UP SHARE CAPITAL
Amar N. Gala Managing Director 285166 17.82
Samta A. Gala Whole Time Director 50000 3.12

ATTENDANCE OF BOARD MEETINGS :

The presence of Directors at the Board meetings and last AGM was asfollows:

Name of director No. of meetings held No. of meetings Attended Last AGM Attended
Amar N. Gala 9 9 Yes
Nishith K. Pandit 9 9 Yes
Jayesh G. Patel 9 9 Yes
Samta A. Gala 9 9 Yes
*Akash Shailesh Gangar NA NA NA

 

*Mr. Akash Shailesh Gangar has been appointed to the post ofIndependent Director w.e.f. March 11 2021

None of the directors is a member in more than ten committees or actsas a Chairman in more 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 2021 asprovided under sub-section (3) of Section 92 and prescribed under Rule 12 of Companies(Management & Administration) Rules 2014 in the prescribed form MGT-9 is attached asAnnexure A and forms part of this report .A copy of the same shall also be uploaded to thewebsite of the Company www.enbeetrade.com.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsat their meeting held on August 06 2020 has appointed Mr. Amit R. Dadheech PracticingCompany Secretaries as Secretarial Auditors of the Company for the financial year2020-21.

The Secretarial Audit Report for the year ended on 31st March 2021 isannexed herewith as "Annexure B".

There are no adverse comments given by the secretarial auditor in hisreport which requires comments from the Board of Directors. The Comments given by thesecretarial auditor are self explanatory and Board does not offer any comments on thesame.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to develop and implement any CorporateSocial Responsibility initiatives as the said provisions are not applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company is registered as Non-Banking Financial Company (NBFC) andtherefore the provision related to loans and investments u/s 186 is not applicable.

RELATED PARTIES TRANSACTIONS

All the transactions with related parties are in the ordinary course ofbusiness and on arm s length basis. The details of the transactions entered into betweenthe Company and the related parties are given in AOC-2 attached as Annexure C .

BOARD COMMITTEES

The Company has the following Committees of the Board:

Audit Committee

Sr No. Name DIN Designation
1 Jayesh G. Patel 06942623 Chairman
2 Samta N. Gala 07138965 Member
3 Akash S. Gangar 09079830 Member

 

*The Committee has been reconstituted w.e.f March 11 2021

Stakeholders Relationship Committee

Sr No. Name DIN Designation
1 Jayesh G. Patel 06942623 Chairman
2 Samta N. Gala 07138965 Member
3 Akash S. Gangar 09079830 Member

Nomination & Remuneration Committee

Sr No. Name DIN Designation
1 Akash S.Gangar 09079830 Chairman
2 Jayesh G. Patel 06942623 Member
3 Samta N. Gala 07138965 Member

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 a Vigil Mechanism for directors and employees to report genuineconcerns has been established. The Vigil Mechanism Policy has been uploaded on the websiteof the Company at www.enbeetrade.com under investors/policy documents/Vigil MechanismPolicy link.

FRAUD REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THECENTRAL GOVERNMENT 143(12)

During the year under review the Company has not reported any fraudmentioned under Section 143(12) of the Act.

INTERNAL FINANCIAL CONTROL

The Company believes that internal control is a necessary concomitantof the principle of prudent business governance that freedom of management should beexercised within a framework of appropriate checks and balances. The Company remainscommitted to ensuring an effective internal control environment that inter alia providesassurance on orderly and efficient conduct of operations security of assets preventionand detection of frauds/errors accuracy and completeness of accounting records and thetimely preparation of reliable financial information.

The Company's independent and Internal Audit processes both at theBusiness and Corporate levels provide assurance on the adequacy and effectiveness ofinternal controls compliance with operating systems internal policies and regulatoryrequirements.

The Company has in place adequate internal financial controls withreference to the Financial Statements. Such controls have been tested during the year andno reportable material weakness in the design or operation was observed. Nonetheless theCompany recognizes that any internal financial control framework no matter how welldesigned has inherent limitations and accordingly regular audit and review processesensure that such systems are reinforced on an ongoing basis.

RISK & MITIGATION

The Company has identified various risks faced by the Company fromdifferent areas. As per the provision of the Companies Act 2013 the the Board hadadopted a risks management policy whereby a proper framework is set up. Appropriatestructures are present so that risks are inherently monitored and controlled. Acombination of policies and procedures attempts to counter risks as and when they evolve.

COST AUDITORS

As the Company is operating in the service industry cost audit is notapplicable to the Company and hence no reporting is required.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMENAT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company is committed to provide a protective environment atworkplace for all its women employees. To ensure that every woman employee is treated withdignity and respect and as mandated under "The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013"the Company has in placea formal policy for prevention of sexual harassment of its women employees.

The following is the summary of sexual harassment complaints receivedand disposed off during the current financial year. Number of Complaints received : NILNumber of Complaints disposed off : NIL

INDUSTRIAL RELATIONS

The company maintained healthy cordial and harmonious industrialrelations at all levels the enthusiasm and unstinting efforts of employees have enabledthe company to remain at the leadership position in the industry it has taken varioussteps to improve productivity across organization.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and aregrateful for the excellent support received from the shareholders Bankers FinancialInstitutions Government authorities esteemed corporate clients customers and otherbusiness associates. Your Directors recognize and appreciate the hard work and efforts putin by all the employees of the Company and their contribution to the growth of the Companyin a very challenging environment.

.