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Enbee Trade & Finance Ltd.

BSE: 512441 Sector: Financials
NSE: N.A. ISIN Code: INE993I01011
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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 34th Annual Report and theaudited financial statement for the financial year ended March 31 2019

HIGHLIGHTS OF FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2019 is summarisedbelow:

Particulars 2018-2019 2017-2018
(Rs.) (Rs.)
Net Revenue from Operations 14347614 12182743
Other Income NIL 12990
Total Revenue 14347614 12195773
Total Expenses 9135819 7791611
Profit before tax 5211795 4404122
Profit after tax 1381066 3319403
Amount Transferred to Reserves 1381066 3319403
Closing Balance of Reserves and Surplus 83392049 76308000

REVIEW OF OPERATIONS AND FUTURE PROSPECTS:

The Company is a Category B Non Banking Finance Company (NBFC) registered with ReserveBank of India (RBI). During the financial year under review the Company has generatedrevenue of Rs. 143.48 lacs as compared to previous year's revenue of Rs. 121.83 lacs fromits operational activity resulting into the net profit of Rs. 13.81 lacs as compared toprevious year Rs. 33.19 lacs.

There has been a yoy growth of 17.77% in the overall revenue of the Company in thepresent financial year. The Company is presently focused in its NBFC activities and thesame is reflecting from the income from operation which has increased resulting in greaterprofitability for the stakeholders of the Company.

BUSINESS OPERATIONS

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

Particulars 2018-2019 2017-2018
(Rs.) (Rs.)
Interest on Loans Given 14347614 12182743

TRANSFER TO RESERVES:

The credit balance of Profit and Loss account is transferred to reserves as shown inBalance Sheet of the Company in accordance with the provision of RBI Act and CompaniesAct.

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.

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 Ms. Samta Gala Director will retire by rotation at the ensuingAnnual General Meeting and being eligible offer herself 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. Jayesh G. Patel 06942623 20/02/2015
3. Nishith K. Pandit 06893880 20/02/2015
4. Samta A. Gala 07138965 27/03/2015

Further during the year under review following were the Key managerial Personnel inthe Company as per Section 2(51) and 203 of the Companies Act 2013:

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. *Dipika M. Detha BVVPD0756P 01/03/2018 Company Secretary & Compliance Officer

Ms. Dipika M. Detha has resigned from the post of Company Secretary and ComplianceOfficer w.e.f. July 31 2019.

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 are 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 Authorized Share Capital of the Company was 2000000Equity Shares of Rs. 10/- each amounting to Rs. 20000000/-. Subscribed Issued and Paidup Capital of the Company was 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 provisions of Regulation 15 of SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015

(i) companies with equity share capital of less than 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 tocomply with the provision of SEBI (LODR) Regulation 2015.

Since the Paid Share Capital of the Company is below the threshold limit specifiedunder the SEBI (LODR) Regulations 2015 the provision / requirements / compliance withrespect to the Corporate Governance as laid down under the SEBI (LODR) Regulations 2015is not applicable to the Company. However the Company has itself followed the standardsof Corporate Governance but the disclosures required to be done under Regulation 27(2) ofSEBI (LODR) Regulations 2015 is not applicable to the Company.

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

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this Report relates till that thedate of this report.

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 2019applicable 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 2019 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. (vi)That the systems to ensure compliance with the provisions of all applicablelaws were adequate and operating effectively

HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

The Company does not have any Holding / Subsidiary / Associate Company during theperiod under 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.

FIXED DEPOSITS

The Company is registered as Non Deposit Accepting NBFC (NBFC-ND) since April 20 1998.During the period under review your Company has not accepted or invited any deposits frompublic.

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

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

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 not made any transactions of Loans Guarantees or Investments asmentioned 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 5 (Five) times during the financial year on the following dates;

29.05.2018 14.08.2018 31.08.2018 13.11.2018 11.02.2019

The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013. The maximum interval between any two meetings did not exceed 120 daysas prescribed under the Companies Act 2013.

The Composition of the Board and the number of directorships memberships andchairmanship of committees as on March 31 2019 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 NIL NIL
Jayesh G. Patel 06942623 Non-Executive Director NIL NIL NIL
Samta Gala 07138965 Executive Director NIL NIL NIL

Details of Shareholdings of Directors as on March 31 2019

The number of equity shares of face value Re. 10 each of the Company held by theDirectors on March 31 2019 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 as follows:

Name of director No. of meetings held No. of meetings Attended Last AGM Attended
Amar N. Gala 5 5 Yes
Nishith K. Pandit 5 5 Yes
Jayesh G. Patel 5 5 Yes
Samta A. Gala 5 5 Yes

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 2019 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

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors at their meetingheld on May 28 2019 has appointed Mr. Amit R. Dadheech Practicing Company Secretariesas Secretarial Auditors of the Company for the financial year 2018-19.

The Secretarial Audit Report for the year ended on 31st March 2019 is annexed herewithas "Annexure B".

There are no adverse comments given by the secretarial auditor in his report whichrequires comments from the Board of Directors. The Comments given by the secretarialauditor are self explanatory and Board does not offer any comments on the same.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to develop and implement any Corporate SocialResponsibility 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) and therefore theprovision 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 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.

FRAUD REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRALGOVERNMENT 143(12)

During the year under review the Company has not reported any fraud mentioned underSection 143(12) of the Act.

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 InternalAudit processes both at the Business and Corporate levels provide assurance on theadequacy and effectiveness of internal controls compliance with operating systemsinternal policies and regulatory requirements.

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: September 3 2019 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