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EQUITY - MARKET SCREENER

Enbee Trade & Finance Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
512441
INE993I01011
21.0121245
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
16.72
16.04
EPS(TTM)
Face Value()
Div & Yield %
0.67
10
0
 

As on: Apr 21, 2024 06:02 PM

To,

The Members,

Enbee Trade and Finance Limited

Your Directors have pleasure in presenting their 37th Annual Report and the audited financial statement for the financial year ended March 31, 2022

1. HIGHLIGHTS OF FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31, 2022 is summarized below:

(amounts in lakhs)

Particulars 2021-2022 (Rs.) 2020-2021(Rs.)
Net Revenue from Operations 363.710 195.39
Other Income 0.270 0.23
Total Revenue 363.98 195.62
Total Expenses 233.490 186.16
Profit before tax 130.490 9.46
Profit after tax 94.190 6.83
Amount Transferred to Reserves 46.01 6.83
Closing Balance of Reserves and Surplus 882.57 788.38

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, the Company has generated revenue of Rs. 363.710 lakhs as compared to previous year's revenue in the year 2020-21 of Rs. 195.39 lakhs from its operational activity, resulting into the net profit in the current year of Rs. 94.190 lakhs as compared to previous year loss Rs. 6.83 lakhs.

3. BUSINESS OPERATIONS:

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

(amounts in lakhs)

Particulars 2021- 2022(Rs.) 2020- 2021 (Rs.)
Interest on Loans Given 363.710 195.39

4. TRANSFER TO RESERVES:

The credit balance of Profit and Loss account is transferred to reserves as shown in Balance Sheet of theCompany 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. Name of Directors No. DIN DATE OF APPOINTMENT
1 Amar N. Gala 07138963 07/07/2015
2 Jayesh G. Patel 06942623 20/02/2015
4 Samta A. Gala 07138965 27/03/2015
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:

Sr.N Name of o. Directors DATE OF APPOINTMENT DESIGNATION
1 Amar N. Gala 07/07/2015 Managing Director
2 Samta A. Gala 27/03/2015 Executive Director
3 Mehul Narendra Gala 12/11/2016 Chief Financial Officer
4 Ms. Ruchika Kabra 22/07/2022 Company Secretary & Compliance Officer

* Isha Sandesh Goraksha has resigned w.e.f March 15, 2022.

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 payingthe 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/-.

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, 2022, 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, 2022 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, 2022. 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 ofenergy 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 No. 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 ABOPON 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-Deposit Accepting NBFC (NBFC-ND) since April 20, 1998. During theperiod 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. SIGNIFICANT / 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 the 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 of committees as on March 31, 2022, are given below:

Name of the Directors DIN Designation / category
Amar N. Gala 07138963 Chairman & Managing Director
Samta Gala 07138965 Executive Director
Jayesh G. Patel 06942623 Non-Executive Director
Akash Shailesh Gangar 09079830 Non-Executive Director

b. Board Meetings during the year:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart fromother 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 5 (Five) times during the financial year on the following dates;

28/06/2021 13/08/2021 12/11/2021 24/12/2021 11/02/2022

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 ast AGM was as follows:

Name of director No. of meetings held No. of meetings Attended Last AGM Attended
Amar N. Gala 5 5 Yes
Jayesh G. Patel 5 5 Yes
Samta A. Gala 5 5 Yes
Akash Shailesh Gangar 5 5 Yes

d. Details of Shareholdings of Directors as on March 31, 2022:

The number of equity shares of face value Re. 10 each of the Company held by the Directors on March 31,2022 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

e. Appointments during the year:

> Appointment of Mr. Akash Shailesh Gangar (DIN: 09079830) as a Non-Executive Independent Director w.e.f 11/03/2021 to hold office upto 10/03/2026

> Re-appointment of Mr. Jayesh Gulabbhai Patel (DIN: 06942623) as an Independent Director w.e.f 11/03/2021 to 10/03/2025

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 Samta N. Gala 07138965 Member
3 Akash S. Gangar 09079830 Member

*The Committee has been reconstituted w.e.f March 11,2021 b. Stakeholders Relationship Committee:

Sr Name No. 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 c. 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

*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 Company's 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. 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.

27. 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, 2022 made under the provisions of Section 92(3) of the Companies Act, 2013 is placed at Company's website on www.enbeetrade.com

28. 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.

29. CORPORATE GOVERNANCE:

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

30. RISK & MITIGATION:

The Company has identified various risks faced by the Company from different areas. As per the provision ofthe Companies Act, 2013, the, the Board had adopted a risks management policy whereby a proper framework isset up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination ofpolicies 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 noreporting 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 re-appointed as the Statutory Auditors of the Company at the 35 th Annual General Meeting (AGM) until the conclusion of the 39th 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 2021 - 2022 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, 2022 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: August 30, 2022 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, Amar N. Gala
Mumbai - 400013 (Chairman & Managing Director)DIN:
07138963