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Directors Report of Maitri Enterprises Ltd.

Mar 31, 2014

Dear Members,

The Directors present the 23rd ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2013-14 ended on 31st March, 2014.

Financial RESULTS:

As on As on Particulars 31.03.2014 31.03.2013

Total Income (Net) 11,39,664 11,766,566

Total Expenditure 22,82,869 10,929,832

Gross Profit/(Loss) (11,43,204) 836734

Less:

Depreciation 1,67,344 155733

Provision for Taxation 4,476 132112

Extra Ordinary Items - -

Profit/ (Loss) after Tax (13,15,024) 548889

DIVIDEND:

In view of inadequate profit in the year under review, the Board of Director have not recommended dividend for the year.

DIRECTORS:

Mr. Kanhiyalal D. Moolchandani and Mr. Alpeshkumar M. Patel, Directors of the Company, retire by rotation and being eligible offers themselves for re-appointment.

The Board of your Company recommends their re-appointment as Director under the category of liable to retire by rotation.

FIXED DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 and corresponding Section 73 to 76 of the Companies Act, 2013, are applicable.

PARTICULARS REGARDING EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

As the Company has not done any production activity, therefore there is NIL information about conservation of Energy and Technology absorption.

B. FOREIGN EXCHANGE EARNING & OUTGO : NIL

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

I. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. that the Directors have selected such accounting policies and 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 at 31st March, 2014 being end of the financial year 2013-14 and of the Profit of the Company for the year.

III. that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

AUDITORS:

The present Auditors of the Company M/s. Raval Sutaria & Associates, Chartered Accountants, Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Raval Sutaria & Associates, Ahmedabad have informed the Company about their inability to continue as an Auditor of the Company and therefore the Company has approached M/s. Ramesh Mansharamani & Co., Chartered Accountants, Ahmedabad to act as an Auditor of the Company. M/s. Ramesh Mansharamani & Co., Chartered Accountants, Ahmedabad have submitted certificate for their eligibility for appointment under Section 139 of the Companies Act, 2013. The Appointment of M/s. Ramesh Mansharamani & Co., Chartered Accountants, Ahmedabad as Statutory Auditors of the Company will be effective from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting. Your Directors recommend the appointment of M/s. Ramesh Mansharamani & Co., Chartered Accountants, Ahmedabad as Statutory Auditors'' of the Company.

The notes and remarks of Auditors'' are self-explanatory.

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries, Ahmedabad and the same is attached with this Report as annexure.

LISTING:

The Shares of the Company are listed on the Bombay Stock Exchange, Ahmedabad Stock Exchange and Jaipur Stock Exchange. The Company has paid the Listing fees for the year 2014-15 to Bombay Stock Exchange. Listing fee of Ahmedabad Stock Exchange and Jaipur Stock Exchange is outstanding. The Company is regular in complying with the Listing Agreement entered into with the Stock Exchange.

DEMATERIALISATION OF EQUITY SHARES:

The Company has appointed Sharepro Services (India) Pvt. Ltd. as RTA and to facilitate holding of securities in dematerialized / electronic form, the Company entered into agreement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialisation of the Equity Shares of the Company. ISIN No. of the Company''s Equity Share is INE501L01016.

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board

Chanderlal B. Ambwani Place : Ahmedabad Chairman & Managing Director Date : 11/08/2014 (DIN : 01390563)


Mar 31, 2012

The Directors present the 21st ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2011-12 ended on 31st March, 2012.

FINANCIAL RESULTS:

As on As on

Particulars 31.03.2012 31.03.2011

PR0FIT/(L0SS) BEFORE DEPRECIATION AND TAXATION FOR THE YEAR (617611) (210034)

LESS : DEPRECIATION 16796 0

PROFIT/(LOSS) BEFORE EXTRAORDINARY ITEMS (634407) (210034)

EXTRAORDINARY ITEMS (13768295) 0

PROFIT/(LOSS) BEFORE TAXATION (PBT) (14402702) (210034)

TAXATION 8875 0

PROFIT/(LOSS) AFTER TAXATION (PAT) (14411577) (210034)

ADD : PROFIT/(LOSS) BROUGHT FORWARD (12914072) (12704038)

P & L (DR.) CARRIED FORWARD TO BALANCE SHEET (27325649) (12914072)

OPERATIONS:

The Company has started its business operation in the field of Green House and Poly House. During the year there was no turnover of the newly started activity as the same was started in the later part of the financial year. Your Directors

are confident that the performance of the Company will improve significantly in the coming years.

DIVIDEND:

In view of loss during the year under review, the Board of Director have not recommended dividend for the year. FIXED DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

PARTICLULARS REGARDING EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

As the Company has not done any commercial activity, therefore there is NIL information about conservation of Energy and Technology absorption.

B. FOREIGN EXCHANGE EARNING & OUTGO : NIL DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

I. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. that the Directors have selected such accounting policies and 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 at 31st March, 2012 being end of the financial year 2011-12 and of the Profit of the Company for the year.

III. that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

AUDITORS:

The Auditors of the Company M/s R. K. Mansharamani & Co., Chartered Accountants, who being appointed as Auditors of the Company for the Financial Year 2011-12 has surrender the registration of its firm and joined M/s Raval Sutaria & Associates, Chartered Accountants, Ahmedabad during the year, therefore the present auditors of the Company M/s Raval Sutaria & Associates, Chartered Accountants will retire at the ensuing Annual General Meeting. M/sRaval Sutaria & Associates, Chartered Accountants having firm registration No.27027W (122981W), has submitted certificate for his eligibility for appointment under Section 224(1B) of the Companies Act, 1956. Board of Directors of your Company favour his re-appointment as Auditors of the Company and such re-appointment if done, shall be upto the next Annual General Meeting of the Company.

The notes and remarks of Auditors' are self-explanatory.

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries, Ahmedabad and the same is attached with this Report as annexure.

LISTING:

The Shares of the Company are listed on the Bombay Stock Exchanges, Ahmedabad Stock Exchange and Jaipur Stock Exchange. The Company has paid the Listing fees for the year 2012-13 to Bombay Stock Exchange. Listing fee of Ahmedabad Stock Exchange and Jaipur Stock Exchange is outstanding. Trading in Equity shares of the Company was suspended at BSE and after complying the Listing Agreement, the BSE has revoked suspension in trading of equity shares of the Company and now trading in equity shares of your Company is available at BSE. The Company has complied with the applicable clauses of the Listing Agreement with BSE.

DEMATERIALISATION OF EQUITY SHARES:

The Company has appointed Sharepro Services (India) Pvt. Ltd. as RTA and to facilitate holding of securities in dematerialized / electronic form, the Company entered into agreement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialisation of the Equity Shares of the Company. ISIN No. of the Company's Equity Share is INE501L01016.

DELISTING FROM AHMEDABD & JAIPUR STOCK EXCHANGES

Equity shares of your Company are listed at Bombay Stock Exchange, Ahmedabad Stock Exchange and Jaipur Stock Exchange. As no trading has been done on the ASE and JSE during recent years, therefore Board of Directors of your Company decided to delist equity shares of the Company from ASE and JSE, subject to approval of shareholders. Necessary resolution with Explanatory Statement is at Notice of AGM.

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board

Place : Ahmedabad Chanderlal B. Ambwani

Date : 14/08/2012 Chairman & Managing Director


Mar 31, 2010

The Directors present the NINETEENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2009-10 ended on 31st March, 2010.

FINANCIAL RESULTS :

As On As On 31.03.2010 31.03.2009

Profit/(Loss)of the year (37427) (15225)

Less: Depreciation;

Profit/(Loss) Before Taxation (PBT) (37427) (15225)

Less: Provision for Taxation - -

Profit/(Loss) After Tax (PAT) (37427) (15225)

Add. Profit / (Loss) brought forward (12666611) (12651386)

P&L (Dr.) brought forward to Balance Sheet (12704038) (12666611)

OPERATIONS :

The Company has not started its business and is looking for other better opportunities.

DIVIDEND :

In view of loss during the year under review, the Board of Director have not recommended dividend for the year.

FIXED DEPOSITS :

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

PARTICLULRS REGARDING EMPLOYEES :

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 :

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION :

As the Company is not doing any commercial activity, therefore there is NIL information about conservation of Energy and Technology absorption.

B. FOREIGN EXCHANGE EARING & OUTGO : NIL

DIRECTORATE:

Since the last Annual Report Mr Jatin Kansara resigned from the Board of Directors of the Company w.e.f. 2nd July, 2010. The Board has placed on record its appreciation for the services rendered and the contribution made by him during his tenure as Director of the Company.

One of your Directors Mr. Kiran Kansara retires by rotation in terms of the Articles of Association of the Company, He however, being eligible, offers himself for reappointment.

During the year Mr. Nandubhai S. Patel and Mr. Amolksingh R. Ahuja were appointed as an additional directors w.e.f. 10lh June, 2010. There term of appointment expires on this Annual General Meeting and to appoint them as Director of the Company, Notice in writing from a Member under Section 257 of the Act, proposing their candidature for the office of Director of the Company has been received. Appointment of both directors will be under the category of Independent Director, the Board recommends their appointment.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 217 (2AA) of the companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed :

I. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. that the Directors have selected such accounting policies and 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 at 31st March, 2010 being end of the financial year 2009-10 and of the Profit of the Company for the year.

III. that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

AUDITORS :

The present Auditors of the Company M/s Alkesh C. Shah & Co., Chartered Accountants, Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s Alkesh C. Shah & Co., Chartered Accountants, have informed the Company about their inability to continue as an Auditors of the Company and therefore the Company has approaced M/s. R. K. Mansharamani & Co., Chartered Accountants to act as an Auditors of the Company. M/s. R. K. Mansharamani & Co., Chartered Accountants have submitted certificate for their eligibility for appointment under Section 224(1B) of the Companies Act, 1956. The Appointment of M/s R. K. Mansharmani & Co., Chartered Accountants as Statutory Auditors of the Company will be effective from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting Your Directors recommend the appointment of M/s. R. K. Mansharamani & Co., Chartered Accountants as Auditors of the Company. The notes and remarks of Auditors are self-explanatory

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries and the same is attached with this Report as annexure.

LISTING :

The Shares of the Company are listed on the Stock Exchanges at Ahmedabad, Jaipur and Mumbai. Listing fees for the year 2010-11 has been paid to Bombay Stock Exchange. Listing fee of Ahmedabad Stock Exchange and Jaipur Stock Exchange is outstanding. Trading in Equity share of the Company is suspended on BSE due to non- compliances of various clauses of listing agreement.

DEMATERIALISATION OF EQUITY SHARES :

The Company has appointed Sharepro Services (India) Pvt. Ltd. as RTAand to facilitate holding of securities in dematerialized / electronic form, the Company has approached with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Company has yet to enter necessary tripartite agreement with NSDL and CDSL.

ACKNOELEDGEMENT :

Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board

Place : Ahmedabad Kiran Kansara

Date : 13/08/2010 Chairman

 
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