To,
The Members,
Enbee Trade and Finance Limited
Your Directors have the pleasure of presenting their 39th Annual Report and the audited financial statement for the financial year ended March 31, 2024.
1. HIGHLIGHTS OF FINANCIAL RESULTS:
The Company's Financial Performance for the year ended as on 31st March, 2024 when contrasted with the earlier year is summed up hereinunder. The financial statements of the Company are prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) notified under Section 133 of the Companies Act, 2013 as amended from time to time.
(Rs. in lakhs)
Particulars
Net Revenue from Operations
Other Income
Total Revenue
Total Expenses
Profit before tax
Profit after tax
Amount Transferred to Reserves
Closing Balance of Reserves and Surplus
2. REVIEW OF OPERATIONS AND FUTURE PROSPECTS:
The Company is a Category B Non-Banking Finance Company (NBFC) registered with the Reserve Bank of India (RBI). During the financial year under review, in the current year the Company has generated revenue of Rs. 1025.52 lakhs as compared to the previous year's revenue in the year 2022-23 of Rs. 486.72 lakhs from its operational activity, resulting in the net profit in the current year of Rs. 155.77 lakhs as compared to previous year's net profit of Rs. 14.00 lakhs.
3. CHANGE IN NATURE OF BUSINESS
The Company continues to carry out the same activities and during the period under review there is no change in the nature of business.
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:
Given the company's current growth stage, it aims to retain all earnings generated from its operations. As a result, the Board has decided not to declare any dividends, despite the growth achieved this year. Considering the prevailing economic conditions, the Directors have chosen to preserve the profits to support further organizational growth and development.
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, Ssamta Amarr Gaala, 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 APPOINTMENT
1.
2.
3.
4.
5.
*Cessation due to Demise w.e.f. July 05, 2024 and the Appointment of Mr. Rakeshkumar Dinesh Mishra (DIN: 06919510), as Additional, Non-Executive Independent Director w.e.f. July 26, 2024.
Further, during the year under review, the following were the Key Managerial Personnel in the Company as per Section 2(51) and 203 of the Companies Act, 2013:
DIN/PAN
DATE OF APPOINTMENT
DESIGNATION
**Resigned w.e.f. March 26, 2024, and Appointment of Ms. Anshul Bajaj, ACS 31882 (PAN: BGKPA6821J), as Company Secretary & Compliance Officer w.e.f. June 21, 2024.
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.
As on March 31, 2024, the authorized share capital from Rs. 34,00,00,000/- (Rupees Thirty Four Crores) divided into 3,40,00,000 (Three Crores and Forty Lakh) equity shares of Rs.10/- (Rupees Ten) each. The Subscribed, Issued and Paid up Capital of the Company is Rs. 14,32,39,390/- (Rupees Fourteen Crore Thirty-Two Lakh Thirty-Nine Thousand and Three Hundred Ninety )divided into 1,43,23,939 (One Crore Forty-Three Lakh Twenty-Three Thousand and Nine Hundred Thirty-Nine) equity shares of Rs.10/- (Rupees Ten) each.
Further, The Company has increased its authorized share capital from Rs. 34,00,00,000/- (Rupees Thirty Four Crores) divided into 3,40,00,000 (Three Crores and Forty Lakh) equity shares of Rs.10/- (Rupees Ten) to Rs. 49,00,00,000/-(Rupees Forty Nine Crores) divided into 4,90,00,000 (Four Crore and Ninety Lakh) equity shares of Rs. 10/- (Rupees Ten) each which was duly approved by the members through a Postal Ballot and the results of which were announced at the meeting held on May 18, 2024.
9. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF THE FINANCIAL YEAR AND DATE OF THE 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 and the date of this report except that Company has filed letter of offer with BSE for Rights issue of 3,20,01,000 Equity Shares of face value of 10 each for cash at a price of 15 (Including a premium of 5) per Rights Equity Share not exceeding an amount of 4,800.15 lakhs, undertaken by our Company.
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, 2024,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 fair view of the state of affairs of the Company for the year ended March 31, 2024 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 does not have any Holding, subsidiary, associate, or joint venture, during the period under review.
12. CODE OF CONDUCT:
The 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 the Company is strongly committed. The Directors and Senior Management Personnel of the 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, 2024. 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
FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
Sr. No.
TECHNOLOGY ABSORPTION
FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.
14. 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.
15. FOREIGN EXCHANGE EARNINGS AND OUTGO
16. DEPOSITS:
The Company is registered as Non-Deposit Accepting NBFC (NBFC-ND) since April 20, 1998. During the period under review, the 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 ONGOING 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, 2024, are given below:
Name of the Directors
Designation/category
***Cessation due to Demise w.e.f. July 05, 2024 and the Appointment of Mr. Rakeshkumar Dinesh Mishra (DIN: 06919510), as Additional, Non-Executive Independent Director w.e.f. July 26, 2024. 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 9 (Nine) times during the financial year on the following dates;
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
Last AGM Attended
d. Details of Shareholdings of Directors as on March 31, 2024:
The number of equity shares of face value Re.10 each of the Company held by the Directors on March 31, 2024 is as under:
e. Appointments/Cessation during the year:
Appointment of Mr Hiren Mahesh Savla (DIN: 10420786)as a Non-Executive Director w.e.f 19/09/2023
Cessation of Mrs Ruchika Kabra as a Company Secretary w.e.f 26/03/2024
20. BOARD COMMITTEES:
The Company has the following Committees of the Board:
a. Audit Committee:
Sr No. Name
Designation
*The Committee has been reconstituted w.e.f March 11, 2021
b. Stakeholders Relationship Committee:
*The Committee has been reconstituted w.e.f March11, 2021
c. Nomination & Remuneration Committee:
SrNo. Name
*The Committee has been reconstituted w.e.f January 24, 2024
21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements), Regulation, 2015 framed a "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism to ensure adequate safeguards to Employees and Directors from any victimization on raising of concerns of any violations of Legal or Regulatory requirements, incorrect or misrepresentation of any Financial Statements, Reports, etc. The Employees of the Company have the right/option to report their concerns/grievances to the Chairperson of the Audit Committee.
The Company as part of the ‘vigil mechanism' has in place a Board approved ‘Whistle Blower Policy' to deal with instances of fraud and mismanagement, if any. There was no reporting made by any employee in violations of applicable laws, regulations and the Code of Conduct for the F.Y. 2023-24.
22. DECLARATION BY INDEPENDENT DIRECTOR
The Independent Directors of Company have confirmed and declared that they are not disqualified to act as Directors and fulfill the conditions and possess necessary qualifications as applicable to Independent Directors in compliance with the provisions of Section 149 of the Companies Act, 2013. The Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.
The Company has received declarations from all these Independent Directors confirming that they meet with the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 read with the Schedules and Rules issued thereunder.
Opinion of the board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year:
The Board states that it's present Independent Directors fulfil the conditions of integrity, expertise and experience based on the size and operations of your Company. Further, the Board hereby states that the Independent Directors have registered themselves with the Independent Directors Databank as required as per the MCA circular.
23. FRAUD REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT 143(12):
During the year under review, the Statutory Auditor or Secretarial Auditor have not reported any instances of fraud in the Company committed by officers or employees of the Company to the Audit Committee under Section 143(12) of the Companies Act, 2013.
24. 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.
25. AFFIRMATIONON 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.
26. 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.
27. ANNUAL RETURN:
In pursuance to the provisions of Section 92(3), Section 134(3) (a) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of Annual Return for the financial year ended 31st March, 2024 is available on the website of the Company atwww.enbeetrade.com
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions with related parties are placed before the Audit Committee for its prior approval. Further, only those members of the Committee, who are Independent Directors, approve the related party transactions. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. The Audit Committee of the Board of Directors of your Company has also approved the related party transactions to which subsidiaries of the Company are party but Company is not a party and the aggregate value of which exceeds ten percent of annual standalone turnover of the respective subsidiaries as on March 31, 2023.
All transactions with related parties entered into during the year under review were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party Transactions.
The Audit Committee comprise solely of the Independent Directors and Nominee Directors. The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.
During FY24, the Detail of the related party entered between the Company and the related party are given in the Form AOC-2 as Annexure III, 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.
During the year, the materially significant Related Party Transactions pursuant to the provisions of SEBI Listing Regulations had been duly approved by the shareholders of the Company through postal ballot result of which was declared on May 18, 2024.
The Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.
The Policy on Related Party Transactions is available on your Company's website at www.enbeetrade.com. Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, the Company has filed half yearly reports to the stock exchanges, for the related party transactions.
29. CORPORATE GOVERNANCE:
As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015, a separate section on corporate governance practices followed by the Company together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report marked as Annexure II.
Further, in compliance of Regulation 17(5) of the SEBI Listing Regulations, 2015, your Company has adopted a ‘Code of Conduct and Ethics' for its Directors and Senior Executives.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Circular/ Notifications/ Directions issued by Reserve Bank of India from time to time, the Management Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented and attached with this Report and marked as Annexure V.
31. 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 Board had adopted a risks management policy whereby a proper framework is setup. 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.
32. COST AUDITORS:
Since the Company is engaged in the business of Non- Banking Financial Company, therefore the provisions of Section 148 of the Companies Act, 2013 regarding maintenance of Cost Records and Cost Audit is not applicable to the Company
33. 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 35th Annual General Meeting (AGM) till the conclusion of Annual General Meeting for the Financial year 2024-25.
The Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimer.
Secretarial Auditor
In terms of the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board of Directors of the Company in their meeting held on has appointed M/s Feni Shah & Associates, Company Secretaries, as the Secretarial Auditors of the Company, to conduct the Secretarial Audit for the Financial Year ended March 31, 2024 and to submit Secretarial Audit Report in Form No. MR-3. A copy of the Secretarial Audit Report received from M/s Feni Shah & Associates in the prescribed Form No. MR-3 is annexed to this Board's Report and marked as "Annexure I"to this Report.
34. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (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 an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.
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
35. 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.
36. COMPLIANCE WITH RBI GUIDELINES
Your Company is compliant with all the applicable RBI regulatory norms. The company is complying with all the provisions of the master directions and other applicable circulars, issued in this regard from time to time. The Company continues to have a provisioning policy which is in line with the RBI norms. It fulfils norms and standards laid down by the RBI relating to the recognition and provisioning of non performing assets, capital adequacy, statutory liquidity ratio, etc.
37. IBC CODE & ONE TIME SETTLEMENT
There has not been any instance of one - time settlement of the company with any bank or financial Institution.
38. ENHANCING SHAREHOLDERS' VALUE:
The Company recognizes its members as its most vital stakeholders. Therefore, the Company's operations are dedicated to attaining high levels of operational performance and cost efficiency, fostering growth, and strengthening its productive assets and resources while maintaining a strong corporate reputation. Additionally, the Company is committed to creating value for all its stakeholders by ensuring that its corporate actions have a positive impact on socioeconomic and environmental factors, contributing to sustainable growth and development.
39. CUSTOMER ENGAGEEMENT
The company is dedicated to fairness in both form and spirit in its dealings with customers. One of its primary objectives is to communicate transparently about terms, rights, and liabilities, empowering customers to make informed financial decisions
40. ACKNOWLEDGEMENT:
The directors express their appreciation for the sincere co-operation and assistance of Central and State Government authorities, bankers, suppliers, customers and business associates. Your directors also wish to place on record their deep sense of appreciation for the committed services by your company's employees.
Your directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.
41. 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 02, 2024
By Order of the Board Place
Place: Mumbai
For ENBEE TRADE & FINANCE LIMITED
Regd. Office: B4 /C5, God's Gift CHS Ltd., N M
Joshi Marg, Lower Parel, Mumbai 400013
Sd/
Amarr Narendra Galla
(Chairman & Managing Director)
DIN: 07138963