Enbee Trade & Finance Ltd Directors Report.

To,

The Members,

Enbee Trade and Finance Limited

Your Directors have pleasure in presenting their 36th Annual Report 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, 2021 is 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, the Company has generated revenue of Rs. 195.39 lakhs as compared to previous year s revenue of Rs. 85.95 lakhs from its operational activity, resulting into the net profit of Rs. 6.83 lakhs as compared to previous year loss Rs. 47.85 lakhs.

BUSINESS OPERATIONS

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

Particulars 2020-2021 2019-20
(Rs.) (Rs.)
Interest on Loans Given 195.39 85,95,000

TRANSFER TO RESERVES:

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

DIVIDEND

In order to conserve resources for operational purposes and for further expansion of the business, your Directors have not recommended any dividend on the equity shares for the year under review.

DIRECTORS OF THE COMPANY

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013 one-third of such of the Directors as are liable to retire by rotation shall retire every year and if eligible offer themselves for reappointment at every Annual General Meeting. Consecutively, Ms. Samta Gala,, Director will retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment in accordance 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 Independent Director w.e.f. March 11, 2021.

Further, during the year under review, following were the Key managerial Personnel in the 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 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 annual evaluation of its own performance. A structured questionnaire covering various aspects of the Board s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation and governance was distributed to each member of the Board and inputs were received. The performance 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 was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

SHARE CAPITAL

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

During the year under review, the Authorized Share Capital of the Company was 2,000,000 Equity Shares of Rs. 10/- each amounting to Rs. 20,000,000/-. Subscribed, Issued and Paid up Capital of the Company was 1,600,050 Equity Shares of Rs.10/- amounting to Rs. 16,000,500/-.

CORPORATE GOVERNANCE

In accordance with SEBI (LODR) Regulations, 2015 as entered with the Stock Exchange and some of the best practices followed internationally on Corporate Governance, the report containing the details of corporate governance systems and processes is as follows:

At Enbee Trade and Finance Limited, Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. We consider stakeholders are playing very important role in our success, and we remain committed to maximizing stakeholder value, be it shareholders, employees, suppliers, customers, investors, communities or policy makers. This approach to value creation emanates from our belief that sound governance system, based on relationship and trust, is integral to creating enduring value for all. We have a defined policy framework for ethical conduct of businesses. We believe that any business conduct can be ethical only when it rests on the nine core values of Honesty, Integrity, Respect, Fairness, Purposefulness, Trust, Responsibility, Citizenship and Courage. The corporate governance is an important tool for the protection of shareholder and maximization of their long term values. The objective of Corporate Governance is to achieve excellence in business thereby increasing stakeholders worth in the long term which can be achieved keeping the interest of stakeholders and comply with all rules, regulations and laws. The principal characteristics of Corporate Governance are Transparency, Independence, Accountability, Responsibility, Fairness, and Social Responsibility along with efficient performance and respecting interests of the stakeholders and the society as a whole.

COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE

The Companys philosophy on corporate governance is been founded on the fundamental ideologies of the group viz., Trust, Value and Service. Obeying the law, both in letter and in spirit, is the foundation on which the Companys ethical standards are built. On adopting corporate governance, the Company shall make a constant endeavor to achieve excellence in Corporate Governance on continuing basis by following the principles of transparency, accountability and integrity in functioning, so as to constantly striving to enhance value for all stakeholders and the society in general. As a good corporate citizen, the Company will maintain sound corporate practices based on conscience, openness, fairness, professionalism and accountability in building confidence of its various stakeholders in it thereby paving the way for its long term success. We are making continuous efforts to adopt the best practices in corporate governance and we believe that the practices we are putting into place for the company shall go beyond adherence to regulatory framework. The Companys corporate governance philosophy has been further strengthened by adopting a Code of Fair Practice in accordance with the guidelines issued by Reserve Bank of India from time to time.

APPLICABILITY

As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirement) 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 to comply with the provision of SEBI (LODR) Regulation, 2015. Since the Paid Share Capital of the Company is below the threshold limit specified under the SEBI (LODR) Regulations, 2015, the provision / requirements / compliance with respect to the Corporate Governance as laid down under the SEBI (LODR) Regulations, 2015 is not applicable to the Company. However, the Company has itself followed the standards of Corporate Governance, but the disclosures required to be done under Regulation 27(2) of SEBI (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 Company occurred between the end of the financial year to which this Report relates till that the date of this report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement:

I. That in the presentation of the annual accounts for the year ended March 31, 2021, applicable accounting standards have been followed and that there are no material departures;

II. That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 for the year ended March 31, 2021 and of the profit of the Company for the year ended on that date;

III. That they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing 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 were operating effectively

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

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

The Company does not have any Holding/ Subsidiary/ Associate Company during 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 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 : 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 of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are made available at the registered office of the Company. 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 from public.

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

The Company has been implementing KYC/AML policy as approved by the Board of Directors in 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 COMPANYS OPERATIONS

There have been no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and company s operations 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 / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

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

*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 period prescribed by the Companies Act, 2013, except for the Board Meeting dt: 11/02/2020 and 31/07/2020, which was 172 days, due to the unavoidable circumstances and the resulting lockdown caused by the Covid-19 pandemic. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013, but MCA vide circular no. 11/2020 dated March 24, 2020 had allowed a onetime relaxation for the gap between two consecutive meetings of the Board to extend to 180 days till the next two quarters, i.e upto September 30, 2020, instead of 120 days as required in the Companies Act, 2013, pursuant 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 the unavoidable circumstances and the resulting lockdown arising due by the Covid-19 pandemic.

The Composition of the Board and the number of directorships, memberships 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 Independent Director 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 Company held 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 285,166 17.82
Samta A. Gala Whole Time Director 50,000 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 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 of Independent Director w.e.f. March 11, 2021

None of the directors is a member in more than ten committees or acts as 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 as provided 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 as Annexure A and forms part of this report .A copy of the same shall also be uploaded to the website 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 Directors at their meeting held on August 06, 2020 has appointed Mr. Amit R. Dadheech, Practicing Company Secretaries, as Secretarial Auditors of the Company for the financial year 2020-21.

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

There are no adverse comments given by the secretarial auditor in his report, which requires comments from the Board of Directors. The Comments given by the secretarial auditor 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 Social 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) and therefore 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 of business and on arm s length basis. The details of the transactions entered into between the 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 the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.enbeetrade.com under investors/policy documents/Vigil Mechanism Policy link.

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

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

INTERNAL FINANCIAL CONTROL

The Company believes that internal control is a necessary concomitant of the principle of prudent business governance that freedom of management should be exercised within a framework of appropriate checks and balances. The Company remains committed to ensuring an effective internal control environment that inter alia provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Companys independent and Internal Audit processes, both at the Business and Corporate levels, provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements.

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

RISK & MITIGATION

The Company has identified various risks faced by the Company from different areas. As per the provision of the Companies Act, 2013, the, the Board had adopted a risks management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination 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 not applicable to the 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 its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013"the Company has in place a formal policy for prevention of sexual harassment of its women employees.

The following is the summary of sexual harassment complaints received and disposed off during 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 all levels the enthusiasm and unstinting efforts of employees have enabled the company to remain at the leadership position in the industry it has taken various steps to improve productivity across organization.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.