Maitri Enterprises Ltd Directors Report.

TO

THE MEMBERS

MAITRI ENTERPRISES LIMITED

Your Directors have immense pleasure in presenting 30th Annual Report, on the business and operations of the Company together with Audited Financial Statements for the Financial Year Ended on March 31, 2021.

FINANCIAL PERFORMANCE

The operating results of the Company for the year ended on 31st March, 2021 are brie_y indicated below:

_Iin Lakhs]

Particulars F.Y 2020-2021 F.Y 2019-2020
Net Sales 455.03 634.28
Other Income 8.78 59.14
Total Income (Net) 463.80 693.42
Total Expenditure(Excluding Depreciation) 452.99 672.29
Gross Profit/(Loss) 15.47 24.71
Less:
Depreciation 4.66 3.58
Provision for Taxation/Tax Expense 3.73 5.05
Deferred Tax (0.11) (0.22)
Extra Ordinary Items - -
Profit/ (Loss) after Tax 7.20 16.30

STATE OF COMPANY’S AFFAIRS/OPERATIONS

During the year under review, your Company has performed well. The turnover of the Company during the year under review is 455.03 Lakhs as against 634.28 Lakhs in the previous year. The Profit after tax is 7.20 Lakhs as against Rs 16.30 Lakhs in the previous year. The Company is confident to have better future performance. Detailed operational working of the Company is provided in the Management Discussion and Analysis Report forming part of Annual Report.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to reserves.

DIVIDEND

In order to plough back resources, your directors do not recommend any payment of Dividend for the Financial Year ended on 31st March, 2021.

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.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there is no change in the Object Clause of the Memorandum of Association 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 2020-21 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 6 6 Yes
Mr. Jaikishan Ambwani Managing Director Promoter Executive 6 6 Yes
Mrs. Sarla Ambwani Director Promoter Non- Executive 6 6 Yes
**Mr. Dilip Shah Director Independent 6 6 Yes
**Mr. Vijay Kumar Kishnani Director Independent 6 6 Yes
*Mr. Dipak Ambwani Director Promoter Non- Executive 6 4 N.A.
#Mr. Rakesh Lakhwani Director Independent N.A. N.A. N.A.
##Mr. Harish Motwani Director Independent N.A. N.A. N.A.

* Mr. Dipak Ambwani was appointed as an Additional Director of the Company w.e.f 10.11.2020.

** Mr. Dilip shah and Mr. Vijay Kishnani have resigned from Directorship of Independent Director of the Company w.e.f 28.06.2021

# Mr. Rakesh Lakhwani was appointed as an Additional Director under the category of Independent Director of the Company w.e.f 14.07.2021

## Mr. Harish Motwani was appointed as an Additional Director under the category of Independent Director of the Company w.e.f 17.07.2021

b) Changes in the Board During the Financial Year 2020-21 and after the end of the year and up to the date of the Report

Mr. Dipak Ambwani was appointed as an Additional Director of the Company during the Financial Year 2020-21 with effect from November 10, 2020. Mr. Dilip shah and Mr. Vijay Kishnani have resigned from Directorship of Independent Director of the Company with effect from June 28, 2021. Mr. Rakesh Lakhwani and Mr. Harish Motwani was appointed as an Additional Director under the category of Independent Director of the Company with effect from July 14, 2021 and July 17, 2021 respectively.

c) Retirement by rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Rameshlal 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.

KEY MANAGERIAL PERSONNEL

During the Financial Year 2020-21 and as on the date of this report, 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. Anamika Shah, Company Secretary & Compliance Officer

DECLARATIONS BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (LODR) Regulations, 2015. In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made there under.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors duly met Six (6) times on 23/05/2020, 29/06/2020, 31/08/2020, 10/11/2020, 06/01/2021 and 13/02/2021, 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 member’s 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.

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 Company’s 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 does not have any Subsidiary, Joint venture or Associate Company.

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.

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

The particulars of loan given by the Company, during the Financial Year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been furnished in the Notes to the Financial Statements. However the Company has not made investment nor provided guarantee or security. The details of the Loans given during the year under review falling under Section 186 of the Companies Act, 2013 are as follows:

Sr. No. Nature of Transaction Name of Parties Purpose for which the loan is proposed to be utilized Amount
1. Loan Given Antala Real Broking & Impex Pvt Ltd Business Loan 82,76,293/-
2. Loan Given Gayatri Buildcon Pvt Ltd Business Loan 15,883/-
3. Loan Given Mayur Bros. Business Loan 10,00,000/-

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2021 is available on the website of the Company at https://www.maitrienterprises. com/

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 all the contracts and arrangements with related parties entered by the Company during the financial year were in ordinary course of business and on arms’ length basis. Details of the transactions are as mentioned in Annexure "I".

During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in IndAS-24 which is forming the part of the notes to financial Statement.

The policy on Related Party Transactions has been uploaded on the website i.e. www.maitrienterprises.com.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria mentioned in the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, and accordingly the Company is not required to constitute CSR Committee nor is it required to spend any amount in CSR Activity

RISK MANAGEMENT POLICY

The Management is regularly reviewing the risk and is taking appropriate steps to mitigate the risk.The Company has formulated the Risk Management Policy in order to safeguard the organization from various risks through timely actions. In the opinion of the Board there has been no identification of element of Risk that may threaten the existence of the Company.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

The Management’s 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 "II" to this report.

AUDITORS Statutory Auditor

The Company’s Statutory Auditors, 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 29th Annual General Meeting to the conclusion of the 34th Annual General Meeting of the Company Accordingly, M/s. Shailesh Gandhi and Associates, Chartered Accountants, Statutory Auditors of the Company will continue till the conclusion of 34th Annual General Meeting. In this regard, the Company has received a Certificate from the Auditors to the effect that their continuation as Statutory Auditors, would be in accordance with the provisions of Section 141 of the Act.

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, 2021.

Secretarial Auditor

M/s. Khandelwal Devesh & Associates, Company Secretaries, Ahmedabad were appointed as Secretarial Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. Khandelwal Devesh & Associates, Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as Annexure "III".

There are no qualifications, reservations or adverse remarks made by M/s. Khandelwal Devesh & Associates, Company Secretaries, Secretarial Auditor of the Company, in their report.

Cost Auditors

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

Internal 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 2020-21.

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 2020-21 and other relevant matters as under:

Name of the Directors Designation Category Number of meeting held Number of meeting attended
*Mr. Vijay Kumar Kishnani Chairman Independent Director 4 4
*Mr. Dilip Shah Member Independent Director 4 4
Mr. Rameshlal Ambwani Member Promoter, Non-Executive 4 4

* Mr. Vijay Kumar Kishnani ceases to be chairman and Mr. Dilip Shah ceases to be Member of the committee w.e.f 28/06/2021 and Mr. Rakesh Lakhwani was inducted as chairman and Mr. Harish Motwani was inducted as member of the Committee w.e.f. 14/07/2021 and 17/07/2021 respectively

The Board of Directors of the company vides resolution passed on 28th June, 2021 approved the reconstitution of Audit Committee. The Composition of Audit Committee consists of Mr. Harish Motwani - Chairman, Mr. Rakesh Lakhwani– Member and Mr. Rameshlal - Member.

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 Company’s 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 auditor’s 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 31st March 2021, the Audit Committee met Four (4) times on 29/06/2020, 31/08/2020, 10/11/2020 and 13/02/2021.

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 Company’s 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.com.

NOMINATION AND REMUNERATION COMMITTEE

The composition of the Committee is as under:

Name of the Directors Designation Category Number of meeting held Number of meeting attended
Mr. Vijay Kumar Kishnani* Chairman Independent Director 1 1
Mr. Dilip Shah* Member Independent Director 1 1
Mrs. Sarla Ambwani Member Non Independent Director 1 1

* Mr. Vijay Kumar Kishnani ceases to be chairman and Mr. Dilip Shah ceases to be Member of the committee w.e.f 28/06/2021 and Mr. Rakesh Lakhwani was inducted as chairman and Mr. Harish Motwani was inducted as member of the Committee w.e.f. 14/07/2021 and 17/07/2021 respectively The Board of Directors of the company vides resolution passed on 28th June, 2021 approved the reconstitution of Audit Committee. The Composition of Nomination and Remuneration Committee consists of Mr. Harish Motwani - Chairman, Mr. Rakesh Lakhwani – Member and Mrs. Sarla Ambwani – Member 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.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder’s Relationship Committee comprises of the following members:

Name of the Directors Designation Category Number of meeting held Number of meeting attended
Mr. Vijay Kumar Kishnani* Chairman Independent Director 4 4
Mr. Dilip Shah* Member Independent Director 4 4
Mr. Rameshlal Ambwani Member Promoter, Non-Executive Director 4 4

* Mr. Vijay Kumar Kishnani ceases to be chairman and Mr. Dilip Shah ceases to be Member of the committee w.e.f 28/06/2021 and Mr. Rakesh Lakhwani was inducted as chairman and Mr. Harish Motwani was inducted as member of the Committee w.e.f. 14/07/2021 and 17/07/2021 respectively

The Board of Directors of the company vides resolution passed on 28th June, 2021 approved the reconstitution of Stakeholders Relationship Committee. The Composition of Audit Committee consists of Mr. Harish Motwani - Chairman, Mr. Rakesh Lakhwani– Member and Mr. Rameshlal - Member.

Details of Investor’s grievances/ Complaints

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 31st March, 2021 are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31st March, 2021.

During the year, 4 (Four) meetings of committee was held on 22/05/2020, 28/08/2020, 13/11/2020, and 14/02/2021.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to the requirements of Section 134 and 178 of the Companies Act, 2013, the policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and other employees as attached as Annexure "V" to this report.

DISCLOSURE UNDER RULE 5 OF THE COMPANIES _APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL_ RULES, 2014

Details pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure "V" to this report. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by members at the Registered office of the Company during business hours on working days of the Company up to the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

SECRETARIAL STANDARDS

The Board of Directors of the company has complied with applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

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.

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.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material order was passed by regulators or courts or tribunals impacting the going concern status and company’s operations in future.

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. The Company has submitted the quarterly compliance status report to the stock Exchange within the prescribed time limit.

LISTING

The equity shares of the Company are listed on of BSE and the Company has paid the annual listing fees for the year 2021-22.

FINANCIAL CALENDAR

The Company expects to announce the unaudited/audited quarterly results for the year 2021-22 as per the following schedule:

First quarter: By end of August, 2021

Half-yearly results: 2nd week of November, 2021

Third quarter: 2nd Week of February, 2021

Yearly Results: By end of May, 2022

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 By order of Board of Directors
Gayatri House, Ashok Vihar, FOR, MAITRI ENTERPRISES LIMITED
Near Maitri Avenue Society, Opp. Sd/-
Govt. Eng. College, Motera, RAMESHLAL AMBWANI
Sabarmati, Ahmedabad – 380005 CHAIRMAN
Place: Ahmedabad DIN: 02427779
Dated: 13th August, 2021