DIRECTORS’ REPORT To, The Members Enbee Trade and Finance Limited Your Directors have pleasure in presenting their 30th Annual Report and the audited financial statement for the financial year ended March 31, 2015. REVIEW OF OPERATIONS AND FUTURE PROSPECTS: The Company being a registered NBFC has during the financial year under review has generated revenue of Rs. 91.41lacs (previous year Rs. 18.10 lacs) from its operational activity, resulting in net profit of Rs. 61.12 lacs (previous year Rs. 7.87 lacs) BUSINESS OPERATIONS TRANSFER TO RESERVES: The credit balance of Profit and Loss account is transferred to reserves in Balance sheet in accordance with the provision of RBI Act and co act. DIVIDEND In order to conserve resources for operational purposes, your Directors have not recommended any dividend on the equity shares for the year under review. OPEN OFFER FOR ACQUISITION OF EQUITY SHARES Your Directors have pleasure to inform you that during the year under Report, the Company had come up with an open offer from Sale of Shares of the Company by all the current Promoters Shareholders vide Share Purchase Agreement dated January 22, 2015 to Mr. Amar N. Gala, for which public announcement was made on April 17, 2015. The declassification of Promoters took place and the acquirer purchased the 58200 Equity Shares of the Company at a price of Rs. 5/- per equity share in compliance with Regulations 22(2) and 22(2A) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers), Regulations, 2011, as amended, ("Takeover Regulations"). The Sale Shares represent 15.94% of the expanded paid up capital of the Company. The Board at its meeting held on July 07th 2015 approved the Transfer of Shares from the Sellers(i.e. Promoter & Promoter Group) to the Acquirer (Mr. Amar Gala) upon receipt of the total Consideration amount as stipulated in the SPA. Upon consummation of the open offer, Mr. Amar Gala has taken over the management control of the Company and being appointed as Chairman & Managing Director of the Company w.e.f. July 1, 2015. DIRECTORS The Board of Directors recommends their confirmation as a Director of the Company. Pursuant to the provisions of Section 161 of the Companies Act, 2013: PERFORMANCE EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 who will be appointed at the ensuing Annual General Meeting 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 During the year under review the Company on June 4, 2015 has issued and allotted120050 Equity Shares of Rs. 10/- each at Rs. 50/- each for which the Company has received the In-Principal Approval from the Stock Exchange where the securities are listed. The management is in the process of filing listing and trading application for the aforementioned securities. MANAGEMENT DISCUSSION AND ANALYSIS A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report. CORPORATE GOVERNANCE Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organization is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow. A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors' Certificate regarding compliance of the conditions of Corporate Governance is also annexed. 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, 2015, 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, 2015 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 RISKS AND MANAGEMENT POLICY The Company has in October 2014 constituted a Risk Management Committee (RMC) which has been entrusted with responsibility to assist the Board in (a) Overseeing the Company's risk management process and controls, risk tolerance and capital liquidity and funding (b) Setting strategic plans and objectives for risk management and review of risk assessment of the Company (c) Review the Company's risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk and reputational risk, as well as the guidelines, policies and processes for monitoring and mitigating such risks (d) The Committee has also approved and adopted Risk Committee (RMC) charter. The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as the Act) and Clause 49 of the Listing Agreement. The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company's capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company's operating environment and they emerge on a regular basis. The Company's Risk Management process focuses on ensuring that these risks are identified on a timely basis and addressed 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 (a) Energy conservation measures taken : Nil (b) Additional investments and proposals if any, being implemented for reduction of consumption of energy : Nil (c) 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 (d) Total energy consumption and energy consumption per unit of production : Nil FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY 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 : Nil II Technology Absorption, Adaptation and Innovation : Nil 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 Secretary at the registered office of the Company. SECRETARIAL AUDITORS AND THEIR REPORT Mr. Amit R. Dadheech & Associates, Company Secretaries, was appointed as Secretarial Auditors of the Company for the financial year 2014-15 Pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as Annexure 'B' and forms part of this report. The observation and qualification on Secretarial Auditor and their report are self-explanatory and does not requirement comment on the same. RE-APPOINTMENT OF THE STATUTORY AUDITORS At the forthcoming Annual General Meeting, M/s. Ambavat Jain & Associates. LLP, Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Company's Auditors. The Company has received certificate and confirming that their re-appointment for the year 2015-16, if made at the ensuing Annual General Meeting of the Company will be in accordance with the provisions of the Companies Act, 2013 and as per the term prescribed under the said act. FIXED DEPOSITS During the period under review, your Company has not accepted or invited any deposits from public. Insurance. The Company has taken insurance cover for its assets to the extent required. 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 the going concern status and company's operations in future. 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 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The Company has made any transactions and within the limit of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 BOARD MEETINGS During the financial year 2014-2015, the Board of Directors met 7 times on 22/05/2014, 11/08/2014, 11/08/2014, 25/11/2014, 20/02/2015, 20/02/2015 and 27/03/2015. The gap between any two meetings has been less than four months. Extract of the Annual Return An extract of the Annual Return for the year ended March 31, 2015 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. Board Committees The Company has the following Committees of the Board: > Audit Committee > Stakeholders Relationship Committee > Nomination & Remuneration Committee > Risk Management Committee The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance. 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. 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. Risk & Mitigation The Company has identified various risks faced by the Company from different areas. As per the provision of the Companies Act, 2013 and listing agreements, 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. For and on behalf of the Board of Directors Enbee Trade and Finance Limited Sd/- Amar N Gala Chairman & MD DIN : 07138963 Date: September 01st, 2015 Place: Nagpur |