peer comparison share price Directors report

To, The Members, Enbee Trade and Finance Limited

Your Directors have pleasure in presenting their 38^th Annual Report and the audited financial statement for thefinancial year ended March 31, 2023

1. HIGHLIGHTS OF FINANCIAL RESULTS

The Company’s financial performance, for the year ended March 31, 2023 is summarized below: (amounts in lakhs)

Particulars	2022-	2021-2022
	2023(Rs.)	(Rs.)
Net Revenue from Operations	486.72	363.710
Other Income	00	0.270
Total Revenue	486.72	363.98
Total Expenses	463.13	233.490
Profit before tax	23.59	130.490
Profit after tax	18.23	94.190
Amount Transferred to Reserves	46.01	46.01
Closing Balance of Reserves and Surplus	900.73	882.57

2. 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, In the current year the Company has generated revenue of Rs. 486.72 lakhs as compared to previous year’s revenue in the year 2022-23 of Rs. 363.710 lakhs from its operational activity, resulting into the net profit in the current year of Rs. 18.23 lakhs as compared to previous year profit Rs. 94.190 lakhs.

3. BUSINESS OPERATIONS:

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

(amounts in lakhs)

Particulars	2022-2023	2021-
	(Rs.)	2022
		(Rs.)
Interest on Loans Given	486.72	363.710

4. 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.

5. 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.

6. 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 re- appointment 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	Amarr Narendra Galla	07138963	07/07/2015
2	Jayesh G. Patel	06942623	20/02/2015
4	Ssamta A. Gaala	07138965	27/03/2015
			(Reappointment
			22/03/2023)
5	Akash Shailesh Gangar	09079830	11/03/2021

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:

S r	Name of Directors	DIN / PAN	DATE OF APPOINTMENT	DESIGNATION
1	Amarr Narendra	07138963	07/07/2015	Managing
	Galla			Director
2	Ssamta A. Gaala	07138965	27/03/2015	Executive Director
3	Mehul Narendra Gala	AEIPG9525N	12/11/2016	Chief Financial Officer
4	Ms. Ruchika Kabra	DFNPK1412R	22/07/2022	Company Secretary & Compliance Officer

7. 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.

8. 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.

The Current Authorized Capital of the Company is Rs. 2,00,00,000/- (Rupees Two Crores) divided into 20,00,000 (Twenty lakh) equity Shares of Rs. 10/- each. The Company proposes to increase its authorized share capital to Rs. 34,00,00,000 (Rupees Thirty-Four Crores) divided into 3,40,00,000 (Three Crores forty lakhs) Equity Shares of Rs.10/- (Rupees Ten)

Subscribed, Issued and Paid up Capital of the Company was 1,600,050 Equity Shares of Rs.10/- amounting toRs. 16,000,500/-. During the financial year ended 31.3.2023, the Company has not issued any share capital with different voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

9. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATEOF 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.

10. 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:

a. That in the presentation of the annual accounts for the year ended March 31, 2023, applicable accounting standards have been followed and that there are no material departures; b. 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 fairview of the state of affairs of the Company for the year ended March 31, 2023 and of the profit of the Company for the year ended on that date; c. 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; d. That the annual accounts have been prepared on a going concern basis; e. That internal financial controls followed by the Company are adequate and were operating effectively f. That the systems to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

11. HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

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

12. CODE OF CONDUCT:

Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the code as mentioned hereinabove. The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended March 31, 2023. The said Code is available on the website of your Company at www.enbeetrade.com

13. 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.	Particulars	Remarks
No.
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.,

Research and Development : NA

Technology Absorption, Adaptation and Innovation: NA

14. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings in Foreign Exchange during the year : Nil Foreign Exchange outgo during the year : Nil

15. 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.

16. FIXED DEPOSITS:

The Company is registered as Non- D e p o s i t Accepting NBFC (NBFC-ND) since April 20, 1998. During period under review, your Company has not accepted or invited any deposits from public.

17. 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.

18. SIGNFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS AND COMPANY’S

OPERATIONS:

There have been no significant and material orders passed by any regulators or courts or tribunals impacting going concern status and company’s operations in future.

19. BOARD OF DIRECTORS:

a. The Composition of the Board and the number of directorships, memberships and chairmanship committeesas on March 31, 2023, are given below:

Name of the Directors	DIN	Designation / category
Amarr Narendra Galla	07138963	Chairman & Managing
		Director
Ssamta Gaala	07138965	Executive Director
Jayesh G. Patel	06942623	Non-Executive Director
Akash Shailesh	09079830	Non-Executive Director
Gangar

b. Board Meetings during the year:

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 8 (Eight) times during the financial year on the following dates;

30/05/2022	12/08/2022	30/08/2022	14/11/2022	12/01/2023
07/02/2023	13/02/2023	27/02/2023

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

c. Attendance Of Board Meetings:

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

Name of director	No. of meetingsheld	No. of meetings Attended	Last Attended	AGM
Amarr Narendra	8	8	Yes
Galla
Jayesh G. Patel	8	8	Yes
Ssamta Gaala	8	8	Yes
Akash Shailesh	8	8	Yes
Gangar

d. Details of Shareholdings of Directors as on March 31, 2023:

The number of equity shares of face value Re. 10 each of the Company held by the Directors on March 31,2023 is as under:

NAME OF	DESIGNATION NO.	OF SHARESHELD	PERCENTAGE OF TOTAL PAID
DIRECTORS			UP SHARE CAPITAL
Amarr	Managing	285,166	17.82
Narendra	Director
		16

Galla
Ssamta	Whole	Time	50,000	3.12
Gaala	Director

e. Appointments during the year:

Appointment of Mrs Ssamta Amar Gaala (DIN: 07138965) as a Whole-time Director w.e.f 27/02/2023 to hold office upto 26/02/2028

Appointment of Mrs Ruchika Kabra as a Company Secretary w.e.f 22/07/2022

20. BOARD COMMITTEES:

The Company has the following Committees of the Board:

a. Audit Committee:

Sr No.	Name	DIN	Designation
1	Jayesh G. Patel	06942623	Chairman
2	Ssamta A. Gaala	07138965	Member
3	Akash S. Gangar	09079830	Member

 

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

b. Stakeholders Relationship Committee:

Sr No.	Name	DIN	Designation
1	Jayesh G. Patel	06942623	Chairman
2	Ssamta A. Gaala	07138965	Member
3	Akash S. Gangar	09079830	Member

 

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

c. Nomination & Remuneration Committee:

Sr No.	Name	DIN	Designation
1	Akash S.Gangar	09079830	Chairman
2	Jayesh G. Patel	06942623	Member
3	Ssamta A. Gaala	07138965	Member

 

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

21. 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.

22. 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.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate person. Section 135 of the Companies Act, 2013, has laid down the requirement for constitution of Corporate Social Responsibility Committee, which shall be responsible for laying down the CSR Policy, to a certain class or classes of Companies. The compliance with Section 135 is applicable to specific class or classes of the Companies falling under the threshold mentioned under the Act and rules framed there under. However, our Company does not fall under the requisite threshold as mentioned under Section 135 during the financial year under review and thus the compliance with the relevant provision of the Companies Act, 2013 is not applicable.

24. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Company hereby affirms that during the year under review, the Company has complied with all the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

25. 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.

26. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2023 made under the provisions of Section 92(3) of the Companies Act, 2013 is placed at

Company’s website on www.enbeetrade.com

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on arm’s length basis and were in ordinary course of business. The Detail of the related party entered between the Company and the related party are given in the Form AOC-2 as Annexure I, which is the part of this report, as required under Section 134(3) (h) of the Companies Act, 2013. The Board has approved a policy for related party transactions which has been uploaded on the Company’s website.

28. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of this Annual Report as Annexure 2.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and Analysis Report for the year under review, as required under Regulation 34 read with Schedule V the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report as Annexure 3.

30. 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.

31. 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.

32. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

Statutory Auditor

M/s. Ambavat Jain& Associates LLP., Chartered Accountants, Mumbai (Firm Regn. No.109681W) were reappointed as the Statutory Auditors of the Company at the 35^th Annual General Meeting (AGM) until the conclusion of the 39^th AGM of the Company. The Auditor’s Report do not contain any qualifications, reservations, adverse remarks or disclaimer.

Secretarial Auditor

Secretarial Auditor M/s. Amit R. Dadheech & Associates, Practicing Company Secretary, was appointed to conduct Secretarial Audit of the Company for the financial year 2022 - 2023 as required under Section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as "Annexure 4" to this Report.

33. 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

34. 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.

35. 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.

36. CAUTIONARY STATEMENT

The Board’s Report and Management Discussion & Analysis may contain certain statements describing the Company’s objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Company’s operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

Date: September 06, 2023	By Order of the Board Place
Place: Mumbai	for ENBEE TRADE & FINANCE LIMITED
Regd. Office: B4 /C5, God s Gift CHS	Sd/-
Ltd.,N M Joshi Marg, Lower Parel,	Amarr Narendra Galla
Mumbai 400013	(Chairman & Managing Director) DIN:
	07138963