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 |
|