maitri enterprises ltd Directors report

TO,

THE MEMBERS

MAITRI ENTERPRISES LIMITED

Your Directors have immense pleasure in presenting 32^nd Annual Report, on the business and operations of the Company together with Audited Financial Statements for the Financial Year Ended on March 31, 2023.

FINANCIAL SUMMARY

The operating results of the Company for the year ended on March 31, 2023 are briefly indicated below:

( in lakhs)

FINANCIAL RESULTS	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	989.95	1258.08	1332.64	2008.52
Other Income	3.43	2.85	11.23	6.24
Total Income (Net)	993.38	1260.93	1343.87	2014.76
Total Expenditure (Excluding Depreciation)	940.80	1231.05	1320.14	1972.06
Gross Profit/(Loss)	52.57	36.62	23.73	33.97
Less:
Depreciation	5.79	6.74	7.23	8.74
Provision for Taxation/Tax Expense	13.32	8.53	13.32	12.33
Deferred Tax	(0.26)	0.63	3.29	(0.92)
Extra Ordinary Items	-	-		-
Profit/ (Loss) after Tax	33.72	21.98	(0.11)	22.55

Note: Previous years figures have been regrouped/ reclassified wherever necessary to correspond with the current years classification /disclosure.

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, form part of the Annual Report and Accounts.

STATE OF COMPANY AFFAIRS

The Company has achieved total net sales of 993.38 Lakhs (standalone) and 1343.87 Lakhs (Consolidated) during the year as against 1260.93 Lakhs (Standalone) and 2014.76 Lakhs (Consolidated) in the previous year. There has been decrease in net sales during the year 2022-23 however the company has gained Profit after tax of 33.72 Lakhs (Standalone) as against 21.98 Lakhs (Standalone) in the previous year. The Company has incurred loss of 0.11 Lakhs (Consolidated) as compared a profit of 22.55 Lakhs (Consolidated) in the previous year. The directors of the Company are confident to have better future performance.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to Reserves for the year ended March 31,2023.

DIVIDEND

In order to conserve the resources for the future, the Board of Directors has not recommended any dividend for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

SHARE CAPITAL

During the Financial Year 2022-23, there is no change in the Authorized Share Capital of the Company, and it stood at 5,00,00,000/- divided into 50,00,000 equity shares of 10/- (Rupees Ten only) each.

During the Financial Year 2022-23, there is no change in the Companys issued, subscribed, and paid-up equity share capital.

As on March 31, 2023, the issued, subscribed and paid-up equity share capital of the Company stood at 4,40,00,000/- divided into 44,00,000 Equity Shares of 10/- (Rupees Ten only) each fully paid-up.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there is no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this report.

BOARD OF DIRECTORS

a) COMPOSITION OF BOARD DURING THE FINANCIAL YEAR 2022-23 AND AFTER THE END OF THE YEAR AND UP TO THE DATE OF THE REPORT;

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Board Meeting attended during the year	Attendance at Last AGM
Mr. Rameshlal Ambwani	Chairman & Director	Promoter Non-Executive	5	5	Yes
Mr. Jaikishan Ambwani	Managing Director	Promoter Executive	5	5	Yes
Mrs. Sarla Ambwani	Director	Promoter Non-Executive	5	5	Yes
Mr. Dipak Ambwani	Director	Promoter Non-Executive	5	5	Yes
Mr. Rakesh Lakhwani	Director	Non Executive Independent	5	4	Yes
Mr. Harish Motwani	Director	Non Executive Independent	5	4	Yes

b) INDUCTIONS AND CESSATION DURING THE YEAR:

The Board has not made any inductions or cessations during the Year.

c) RETIREMENT BY ROTATION:

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Rameshlal Bulchand Ambwani (holding DIN:02427779) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your Directors recommend his reappointment.

d) DECLARATIONS BY INDEPENDENT DIRECTORS

Mr. Rakesh S Lakhani (DIN:08516146) and Mr. Harishkumar Ishwarlal Motwani (DIN: 09243591) are the Independent Director of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

e) EVALUATION OF BOARDS PERFORMANCE

Pursuant to provisions of the Companies Act and the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the Boards performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

F) PROFILE OF DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 32ndAnnual General Meeting.

KEY MANAGERIAL PERSONNEL

During the Financial Year 2022-23, the following are the key Managerial Personnel of the company:

1. Mr. Jaikishan Ambwani, Managing Director

2. Mr. Alpesh Patel, Chief Financial Officer

3. Ms. Seema Kalwani, Company Secretary & Compliance (up to 30^th May, 2023)

Ms. Seema Rajubhai Kalwani has resigned from the office of Company Secretary and Compliance Officer of the Company w.e.f. May 30, 2023. Further the Board of Directors is looking forward to fill the vacancy in the office of Company Secretary on the availability of desired candidate.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors duly met Five (5) times on 25/04/2022, 27/05/2022, 12/08/2022, 14/11/2022 and 09/02/2023 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDEPENDENT DIRECTORS

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, Committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on 09/02/2023 to discuss the performance evaluation of the Board, Committees, Chairman and the individual Directors and the quorum was present throughout the meeting.

The Independent Directors reviewed the performance of the non-independent Directors and Board as whole. The performance of the Chairman taking into account the views of executive Directors and Non-Executive Directors and assessed the quality, quantity and timeline of flow of information between company management and Board.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors had prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has adopted internal control system considering the nature of its business and the size and complexity of operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures etc. The management is taking further steps to strengthen the internal control system.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one wholly owned Indian material unlisted Subsidiary company i.e. BSA Marketing Private Limited. A statement containing the salient features of financial statement of our subsidiary in the prescribed format AOC-1 as "Annexure-A" is appended to the financial statements of the Company.

However, the Company does not have any joint venture and associate companies during the year under review.

PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

DECLARATION REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The board hereby states that during the year no independent directors have been appointed however the existing independent directors possess requisite expertise and experience (including the proficiency) in terms of section 150 of the Act and their names are included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans given, investments made, guarantees given and securities provided by the Company during the financial year under review form parts of the notes to the standalone financial statements provided in this Annual Report.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be available on the website of the Company at www.maitrienterprises.com

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has entered and executed any related party transactions during the year under were on an arms length basis and in the ordinary course of business.

The details of related party transactions are annexed to this Board Report in Form AOC-2 and marked as "Annexure B"

The Policy on materiality of related parties transactions and dealing with related parties as approved by the Board may be accessed on your Companys website at www.maitrienterprises.com

CORPORATE SOCIAL RESPONSIBILITY

The provision of section 135(1) of Companies Act 2013 i.e. Corporate Social Responsibility is not applicable on the company. Therefore, the company has not constituted CSR committee.

AUDITORS Statutory Auditor

The Present Auditors of the Company are M/s Shailesh Gandhi and Associates, Chartered Accountants, Ahmedabad (Firm Registration No.: 109860W) were appointed as the Statutory Auditors of the Company for a period of 5 years from the 29^th Annual General Meeting to the conclusion of the 34^th Annual General Meeting of the Company.

In accordance with the Companies Amendment Act, 2017, enforced on May 07, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

There are no qualifications, reservations or adverse remarks in the Audit Report of M/s. Shailesh Gandhi and Associates, Statutory Auditors for the Financial Year Ended March 31, 2023.

Audit Report

During the year 2022-23, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 (as amended from time to time).

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

During the year under review, the Auditors have not reported any matter under Section 143 (12)of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board has Appointed M/s. Khandelwal Devesh & Associates, Company Secretaries having Membership No. F6897 and Certificate of Practice No. 4202 as the Secretarial Auditor of your Company to conduct Secretarial Audit for the Financial Year 2022-23.

Secretarial Audit Report

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Khandelwal Devesh& Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the Period ended on March 31,2023. Secretarial Audit Report issued by M/s. Khandelwal Devesh & Associates, Company Secretaries for the year ended on March 31, 2023 in Form MR-3 attached and marked as Annexure "C" for the period under review, forms part of this report.

The said report contains observation or qualification which is mentioned as below:

Qualification	Explanation
The Company failed to comply with the provisions of Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 related to Structured Digital Database (SDD). The Company had maintained all the entries as per the prescribed regulations into Excel format and hence is tamper able in nature.	The Board of Directors of the Company would like to clarify that the entries were maintained into Excel Format and to maintain its non-tamper able nature, we strictly implemented the Password of File. However, the Company has installed SDD software from Orion Legal Supplies in the month of January, 2023 which meets the requirements provided in SEBI (Prohibition of Insider Trading) Regulations, 2015 which is non-tamper able and the Company now makes the necessary timely entries in the software to comply with the provisions of Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 related to Structured Digital Database (SDD).
The Company failed to file Form AOC-4 XBRL for filing of financial statements for F.Y.2021-22 under Section 137 of the Company Act, 2013 within stipulated time period.	The Board of Directors of the Company would like to clarify that the Company had filed the forms with additional fees due to technical glitch on MCA portal during the period

The Board, on the recommendation of Audit Committee, has re-appointed M/s.Khandelwal Devesh & Associates, Firm of Practicing Company Secretaries, Ahmedabad as Secretarial Auditor of the Company for the financial year 2023-24 and 2024-25

Cost Auditors

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained.

nternal Auditors

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed M/s Talreja & Talreja, Chartered Accountants as an Internal Auditor of the Company for the financial year 2022-23.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an Annexure "D" to this report.

AUDIT COMMITTEE

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby disclose the composition of the Audit Committee during the Financial Year 2022-23 and other relevant matters as under:

Name of the Member	Designation	Category	Number of meeting held	Number of meeting attended
Mr. Harish kumar Ishwarlal Motwani	Chairman	Independent Director	4	4
Mr. Rameshlal Ambwani	Member	Promoter, Non-Executive	4	4
Mr. Rakesh S Lakhani	Member	Independent Director	4	4

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible

• Recommending the appointment, remuneration and terms of appointment of external Auditor.

• Review and monitor the auditors independence and performance and effectiveness of audit process.

• Approval or any subsequent modification of transactions of the company with related parties.

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Monitoring the end use of funds raised through public offers and related matters.

• Reviewing with management the Annual financial statements and half yearly and Quarterly financial results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow up there on.

During the financial year ended on 31^st March 2023, the Audit Committee met Four (4) times on 27/05/2022, 12/08/2022, 14/11/2022 and 09/02/2023.

NOMINATION AND REMUNERATION COMMITTEE

> The composition of the Committee is as under:

Name of the Member	Designation	Category	Number of meeting held	Number of meeting attended
Mr. Harishkumar Ishwarlal Motwani	Chairman	Non-Executive, Independent	2	2
Mrs. Sarla Ambwani	Member	Promoter, Non - Executive	2	2
Mr. Rakesh S Lakhani	Member	Non-Executive, Independent	2	2

Meetings:

During the Financial Year 2022-23, the Members of Nomination and Remuneration Committee met two (02) times on 25/04/2022 and 09/02/2023.

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure, size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

Policy on Directors Appointment & Remuneration

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is accessible on the Companys official website at ww.maitrienterprises.com

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013. the Members of the Committee are:

Name of the Member	Designation	Category	Number of meeting held	Number of meeting attended
Mr. Harishkumar IshwarlalMotwani	Chairman	Non-Executive, Independent	3	3
Mr. Rameshlal Ambwani	Member	Promoter, Non-Executive Director	3	3
Mr. Rakesh Lakhani	Member	Non-Executive, Independent	3	3

The broad terms of reference of the Stakeholders Relationship Committee are as under:

1. Oversee and review all matters connected with the transfer of the Companys securities.

2. Monitor redressal of investors / shareholders / security holders grievances.

3. Oversee the performance of the Companys Registrar and Transfer Agents.

4. Recommend methods to upgrade the standard of services to investors.

5. Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/ amendment or modification as may be applicable.

Meetings:

During the year, three (03) meetings of committee was held on 27/05/2022, 12/08/2022 and 14/11/2022.

Details of Investors grievances/ Complaints:

No. of Complaints pending as on April 01, 2022	Nil
No. of Complaints identified and reported during Financial Year 2022-23	8
No. of Complaints disposed during the year ended March 31, 2023	8
No. of pending Complaints as on March 31,2023	Nil

All investor complaints received during the year were resolved. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31^st March, 2023 are NIL.

There were no pending requests for share transfer/dematerialization of shares as of March 31, 2023.

Ms. Seema Kalwani is the Compliance Officer of the Company for the above purpose till 30^th May, 2023.

VIGIL MECHANISM/WHISTLER BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization.

The said policy is also available on the website of the Company at www.maitrienterprises.comr

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed hereto marked as Annexure E and forms part of this report

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company does not have any Risk Management Policy or any statement concerning development and implementation of risk management policy of the company as the elements of risk threatening the Companys existence are very minimal.

SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The Company confirms Compliance with the applicable requirements of Secretarial Standards 1 and 2.

CORPORATE GOVERNANCE

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid up share capital exceeding 10 crore and Net worth exceeding 25 crore, the said provisions are not applicable. As our Company does not have the paid up share capital exceeding 10 crore and Net worth exceeding 25 crore, the Corporate Governance Report is not applicable and therefore not provided by the Board.

COMPOSITION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, no case has been received under the said act during the year.

DEMATERIALIZATION OF SHARES

As on March 31, 2023, there were 31,82,460 Equity Shares dematerialised through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 72.33% of the total issued, subscribed and paid-up capital of the Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy : Nil

ii. the steps taken by the company for utilising alternate sources of energy : None

iii. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement, cost reduction, product development or import substitution : None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported : None

b) the year of import: N.A.

c) whether the technology been fully absorbed: N.A.

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof : N.A.

e) the expenditure incurred on Research and Development : Nil

C. There was no foreign exchange inflow or Outflow during the year under review.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

INSOLVENCY AND BANKRUPTCY CODE:

During the Financial year ended on March 31,2023, there is no application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/Financial Institutions occurred during the year.

INDUSTRIAL / EMPLOYEE RELATIONS

The Company has maintained cordial relations with the employees of the Company throughout the year. The Directors wishes to place on record sincere appreciation for the services rendered by the employees of the Company during the year.

INSURANCE

The properties and assets of the Company are adequately insured.

COMPLIANCE

The Company has complied with the mandatory requirements as stipulated under the Listing Regulations.

LISTING

The Equity Shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE). The Company has already paid listing fees for the Financial Year 2022-23 to the Stock Exchanges (BSE).

ENCLOSURES:

The following are the enclosures attached herewith and forms part of the Directors Report:

i. Annexure A: Statement containing salient features of the Financial Statement of Subsidiary Company ;

ii. Annexure B: Arrangements with Related Party Transactions;

iii. Annexure C: Secretarial Auditors Report in Form No. MR-3

iv. Annexure D: Management Discussion and Analysis Report

v. d)Annexure E: Details of personnel/particulars of employees;

OTHER DISCLOSURES / REPORTING

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

ACKNOWLEDGEMENT

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

Registered office:

"Gayatri House", Ashok Vihar,

Near Maitri Avenue Society,

Opposite Government Engineering College, Motera, Sabarmati,

Ahmedabad-380005, Gujarat

Place: Ahmedabad Date: August 12, 2023

By order of Board of Directors MAITRI ENTERPRISES LIMITED

Sd/-

RAMESHLAL B. AMBWANI CHAIRMAN AND DIRECTOR DIN:02427779

Sd/-

JAIKISHAN R. AMBWANI MANAGING DIRECTOR DIN:03592680

"FORM AOC-1"

Statement containing silent features of the Financial Statement of Subsidiary Company

(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of the Companies (Accounts) Rules, 2014) Part-A Subsidiaries

Sr. No	Particulars
1. Name of Subsidiary		BSA Marketing Private Limited
2. Reporting Period		01st April, 2022 to 31st March, 2023
3. Reporting Currency		INR(Rs.)
4. Country		India
5. Capital		Rs. 1,53,15,000/-
6. Reserves		73,45,000/-
7. Total Assets		8,16,61,065/-
8. Total Liabilities		8,16,61,065/-
9. Total Investment		24,90,000/-
10. Turnover/Total Income		3,50,49,447/-
11. Profit Before Tax		( 33,97,265/-)
12. Provision for Taxation		( 14,302/-)
13. Profit after Taxation		(Rs. 33,82,963)
14. Proposed Divided		Nil
15. % of Shareholding		100%

Registered office:

"Gayatri House", Ashok Vihar,

Near Maitri Avenue Society,

Opposite Government Engineering College, Motera, Sabarmati,

Ahmedabad-380005, Gujarat

Place: Ahmedabad Date: August 12, 2023

By order of Board of Directors MAITRI ENTERPRISES LIMITED

Sd/-

RAMESHLAL B. AMBWANI CHAIRMAN AND DIRECTOR DIN:02427779

Sd/-

JAIKISHAN R. AMBWANI MANAGING DIRECTOR DIN:03592680

Annexure B"

"FORM NO. AOC-2"

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms-length transaction under third proviso thereto.

1. Details of Contracts or arrangements or transactions not at arms Length basis

Sr. No. Name(s) of the related party and nature of relationship	Nature of Contracts/ Arrangements/ Transactions	Duration of the Contracts/ Arrangements/ Transactions	Salient terms of the contracts or arrangements or transactions including the value, if any	Justification for entering into such contract or arrangements or transactions	Date(s) of approval by the Board	Amount paid as advances, if any:	Date on which the special resolution was passed in general meeting as required under first proviso to section 188
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
NIL

2. Details of contracts or arrangements or transactions at Arms length basis

Sr. No. Name(s) of the related party and nature of relationship	Nature of Contracts/ Arrangements/ Transactions	Duration of The Contracts/ Arrangements/ Transactions	Salient terms of the contracts or arrangements or transactions including the value, if any	Date(s) of approval by the Board	Amount paid as advances, if any:
(a)	(b)	(c)	(d)	(e)	(f)
1. Maitri Interior Projects Pvt. Ltd. (Company in which Director of the Company is Director)	Sale of Goods	2022-23	Rs. 5,09,749	27.05.2022
2. Gayatri Industries Limited (Company in which Director of the Company is Director)	Sale of Goods	2022-23	Rs. 72,53,958	27.05.2022
3. Rameshlal B. Ambwani (Director)	Rent paid	2022-23	Rs.1,80,000	27.05.2022	-
4 Seemadevi Rameshlal Ambwani (Relative of Director)	Rent paid	2022-23	Rs.1,20,000	27.05.2022

Registered office:

"Gayatri House", Ashok Vihar,

Near Maitri Avenue Society,

Opposite Government Engineering College, Motera, Sabarmati,

Ahmedabad-380005, Gujarat

Place: Ahmedabad Date: August 12, 2023

By order of Board of Directors MAITRI ENTERPRISES LIMITED

Sd/-

RAMESHLAL B. AMBWANI CHAIRMAN AND DIRECTOR DIN:02427779

Sd/-

JAIKISHAN R. AMBWANI MANAGING DIRECTOR DIN:03592680

ANNEXURE -"C"

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2023 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Maitri Enterprises Limited (CIN: L45208GJ1991PLC016853)

"Gayatri House", Ashok Vihar, Near Maitri Avenue Society,

Opposite Government Engineering College, Motera,

Sabarmati, Ahmedabad-380005, Gujarat

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MAITRI ENTERPRISES LIMITED (hereinafter referred to as the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2023(Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023 according to the provisions of:

i. The Companies Act, 2013 ("the Act") and the Rules made there under;

ii. The Securities Contracts(Regulation) Act, 1956 (SCRA) and the Rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowing. (not applicable to the company during the audit period);

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (not applicable to the company during the audit period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021 (not applicable to the company during the audit period);

(e) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (not applicable to the company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (not applicable to the company during the audit period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (not applicable to the company during the audit period);

(i) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

I have relied on the representations made by the Company and its officers for systems and mechanism formed by the Company for compliances system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the provisions Drugs & Cosmetic Act, 1940,

I have also examined compliance with the applicable Clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) The Uniform Listing Agreement entered into by the Company with BSE Limited (BSE).

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above subject to following observations:

a) The Company failed to comply with the provisions of Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 related to Structured Digital Database (SDD). The Company had maintained all the entries as per the prescribed regulations into Excel format and hence is tamperable in nature.

b) The Company failed to file Form AOC-4 XBRL for filing of financial statements for F.Y.2021-22 under Section 137 of the Company Act, 2013 within stipulated time period.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Board takes decision by majority of directors while the dissenting directors views are captured and recorded as part of the minutes.

I further report that:

There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable Laws, Rules, Regulations and guidelines.

I further report that there were no other instances of:

(i) Public/Rights/Preferential issue of Shares/debentures/sweat equity.

(ii) Redemption/buy-back of securities.

(iii) Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013

(iv) Merger/amalgamation etc.

(v) Foreign technical collaborations.

For, M/S. KHANDELWAL DEVESH & ASSOCIATES

Company Secretaries

Place: Ahmedabad Date: August 12, 2023

Sd/-

DEVESH KHANDELWAL

Proprietor FCS NO: 6897 COP NO: 4202 UDIN:F006897E000794981 PR No:-863/2020

Note: This report is to be read with my letter of even date which is annexed as Annexure and forms an integral part of this report.

ANNEXURE TO SECRETARIAL AUDIT REPORT

To,

The Members,

Maitri Enterprises Limited

"Gayatri House", Ashok Vihar, Near Maitri Avenue Society,

Opposite Government Engineering College, Motera,

Sabarmati, Ahmedabad-380005, Gujarat

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representations about the compliance of Laws, Rules and Regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable Laws, Rules, Regulations, and Standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For, M/S. KHANDELWAL DEVESH & ASSOCIATES

Company Secretaries

Place: Ahmedabad Date: August 12, 2023

Sd/-

DEVESH KHANDELWAL

Proprietor FCS NO: 6897 COP NO: 4202 UDIN:F006897E000794981 PR No:-863/2020