THE MEMBERS of MAITRI ENTERPRISES LIMITED (Formerly known as PARTHALLUMINIUM LIMITED)
Your directors have immense pleasure in presenting 26th Annual Report of theCompany together with audited statements of accounts for the Period ended on 31stMarch 2017.
During the year under review your Company has achieved a total sale of Rs.64.01 lacsand net profit of Rs. 1.72 Lacs. In comparison to last year's sale and profit amount thereis positive increase and your directors are optimistic about the future growth andperformance of the Company.
The details of the financial results are as under:
(Rs. in lacs)
|PARTICULARS ||F.Y 2016-2017 ||F.Y 2015-2016 |
|Net Sales ||64.01 ||31.61 |
|Other Income ||9.52 ||10.97 |
|Total Income (Net) ||73.53 ||42.58 |
|Total Expenditure(Excluding Depreciation) ||70.06 ||40.74 |
|Gross Profit/(Loss) ||3.47 ||1.84 |
|Less: || || |
|Depreciation ||1.45 ||1.63 |
|Provision for Taxation/Tax Expense ||0.38 ||0.05 |
|Deferred Tax ||(0.08) ||(0.07) |
|Extra Ordinary Items ||- ||- |
|Profit/ (Loss) after Tax ||1.72 ||0.23 |
CHANGE OF NAME
Pursuant to the shareholders' approval obtained at the 25th Annual GeneralMeeting the name of the Company was changed from Parth Alluminium Limited' toMaitri Enterprises Limited'.
ADOPTION OF NEW SET OF MOA AND AOA
Pursuant to the shareholders' approval obtained at the 25th Annual GeneralMeeting the company has adopted new set of Memorandum of Association and Article ofAssociation.
Since the Company has not earned sufficient profits during the year ended on 31stMarch 2017.Hence 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 theCompanies Act 2013 do not apply.
TRANSFER TO RESERVES
During the year under review the Company has not transferred any amount to reserves.
CHANGE IN THE NATURE OF THE BUSINESS
During the year there is no change in the nature of the business of the Company.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
BOARD OF DIRECTORS:
a) Composition of Board
|Name of Directors ||Designation ||Category ||No. of Board Meeting held during the year ||No. of Board Meeting attended during the year |
|Mr. Rameshlal B. Ambwani ||Chairman & Director ||Promoter Non-Executive ||6 ||6 |
|Mr. Chanderlal B. Ambwani* ||Managing Director ||Promoter Executive ||6 ||0 |
|Mr. Jaikishan Ambwani** ||Managing Director ||Promoter Executive ||6 ||3 |
|Mrs. Sarla Jaikishan Ambwani ||Director ||Promoter Non-Executive ||6 ||6 |
|Mr. Prakash U. Tekwani ||Director ||Independent ||6 ||6 |
|Mr. Alpeshkumar M. Patel ||Director ||Independent ||6 ||6 |
|Mr. Nandubhai S. Patel# ||Director ||Independent ||6 ||2 |
|Mr. Dilip Shah## ||Director ||Independent ||6 ||3 |
** Mr. Jaikishan Ambwani appointed as Managing Director of the Company w.e.f 12.08.2016
* Mr. Chanderlal Ambwani resigned from the directorship and from the post of ManagingDirector w.e.f 12.08.2016
# Mr. Nandubhai Patel resigned as a director of the Company w.e.f. 12.08.2016
## Mr. Dilip Shah appointed as an Independent Director w.e.f 12.08.2016
b) Changes in the Board during the year:
During the year under review the Board of Directors in their meeting held on 12thAugust 2016 approved the resignation of Mr. Nandubhai Patel (DIN: 03056816) Independentdirector of the Company. The Board in the said meeting also appointed Mr. Dilip Shah as anadditional Independent director of the Company w.e.f 12.08.2016 who was appointed as aIndependent Director in the 25th Annual General Meeting held on 20thSeptember 2016.
c) Retirement by rotation:
As per the provisions of Section 152 of the Companies Act 2013 Mr. Rameshlal B.Ambwani (DIN: 02427779) is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for reappointment. Your Directors recommend hisreappointment.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of Directors duly met Six (6) times on 12/04/2016 24/05/2016 12/08/201609/11/2016 09/02/2017 and 15/03/2017 in respect of said meetings proper notices weregiven and proceedings were properly recorded and signed in the Minute Book maintained forthe purpose.
KEY MANAGERIAL PERSONNEL
During the year under review Ms. Barkha B. Deshmukh resigned from the post of CompanySecretary and Compliance Officer of the Company w.e.f 15th March 2017.
Further the Board of Directors in their meeting held on 15th March 2017appointed Mr. Dipen A. Dalal Associate Company Secretary as the Company Secretary &Compliance Officer of the Company in place of Ms. Barkha B. Deshmukh who had resigned fromthe post of Company Secretary and Compliance Officer on 15th March 2017.
The Board of Directors in its meeting held on 12.08.2016 accepted the resignation ofMr. Chanderlal B. Ambwani (DIN: 01390563) from the post of Managing Director of theCompany. Further pursuant to the provisions of section 152161196197 and 203 of theCompanies Act 2013 the Board in the said meeting appointed Mr. Jaikishan Ambwani (DIN:03592680) as a Managing director of the Company for a period of five (5) years w.e.f12.08.2016 and also obtained the consent of the Shareholders of the company in the AnnualGeneral Meeting held on 20th September 2016.
As on the date of this report the following are the key Managerial Personnel of thecompany:
1. Jaikishan R. Ambwani Managing Director
2. Dipen A. Dalal Company Secretary
3. Parth K. Joshi Chief Financial Officer
DECLARATIONS BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given their declarations stating thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and in the opinion of the Board the Independent directors meet the saidcriteria.
STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD
Nomination and Remuneration Committee annually evaluates the performance of individualDirectors Committees and of the Board as a whole in accordance with the formal systemadopted by it. Further the Board also regularly in their meetings held for variouspurposes evaluates the performance of all the Directors committees and the Board as awhole. The Board considers the recommendation made by Nomination and RemunerationCommittee in regard to the evaluation of board members and also tries to discharge itsduties more effectively. Each Board member's contribution their participation wasevaluated and the domain knowledge they bring. They also evaluated the manner in which theinformation flows between the Board and the Management and the manner in which the boardpapers and other documents are prepared and furnished.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
M/s. R. K. Mansharamani & Co. Chartered Accountants the Statutory Auditors of theCompany were re-appointed at the 24th Annual General Meeting held on 22ndSeptember 2015 to hold office from the conclusion of Twenty Fourth (24th) Annual GeneralMeeting (AGM) till the conclusion of 29th Annual General Meeting to be held inthe year 2020 (subject to ratification of their appointment at every AGM).
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the Company shall place the matter relating tosuch appointment for ratification by members at every annual general meeting and thereforeit is proposed to ratify the appointment of M/s. R. K. Mansharamani & Co. CharteredAccountants as the Statutory Auditors of the Company for F.Y 2017-18.
The consent of M/s. R. K. Mansharamani & Co. Chartered Accountants along withcertificate under Section 139 of the Act has been obtained to the effect that theirappointment if made shall be in accordance with the prescribed conditions and that theyare eligible to hold the office of Auditors of the Company.
There are no qualifications reservations or adverse remarks made by M/s. R. K.Mansharamani & Co. Chartered Accountants the Statutory Auditors of the Company intheir report. The observations made by the Statutory Auditors in their report for thefinancial period ended 31st March 2017 read with the explanatory notes therein areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.
M/s. Khandelwal Devesh & Associates Company Secretaries Ahmedabad were appointedas Secretarial Auditor of the Company to conduct secretarial audit pursuant to theprovisions of Section 204 of the Companies Act 2013. The secretarial audit of the Companyhas been conducted on a concurrent basis in respect of the matters as set out in the saidrules and Secretarial Audit Report given by M/s. Khandelwal Devesh & AssociatesCompany Secretaries Secretarial Auditor of the Company forms part of this report and ismarked as Annexure-"A".
There are no qualifications reservations or adverse remarks made by M/s. KhandelwalDevesh & Associates Company Secretaries Secretarial Auditor of the Company in theirreport.
The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.
REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY
The Board of Directors of the company at their meeting held on 24th May2016 approved the appointment of M/S Bigshare Services Private Limited in place of M/sSharepro (India) Private Limited. The Bigshare Services Private Limited acting as CommonShare Registry of the Company w.e.f 15th July 2016.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND 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 eflorts made towards technology absorption : None
ii. the benefits derived like product improvement cost reduction product developmentor import substitution : None
iii. in case of imported technology (imported during the last three years reckoned fromthe 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 reasonsthereof : 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.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
During the year the Company has not given any loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investmentshence no particulars of the loans guarantees or investments falling under theprovisions of Section 186 of the Companies Act 2013 are provided by the Board.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not provided in the Report as no remuneration is paid to any of the directors of thecompany nor any employee of the Company was in receipt of the remuneration exceeding thelimits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the year under review the Company has entered into any contracts orarrangements with related parties. The particulars of Contracts or Arrangements made withrelated parties required to be furnished under section 134(3) are disclosed in theprescribed form (Form AOC-2) which is attached to this Report as Annexure-"B".
EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration) Rules 2014 in Form MGT-9 isappended here in Annexure "C" to this Report. ADEQUACY OF INTERNALFINANCIAL CONTROLS
The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.
During the year such Controls were tested and no reportable material weakness wasobserved.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has not developed and implemented any risk management policy as the riskthreatening the business activity carried out by the Company during the year are minimal.
Pursuant to the provisions of section 177(8) of the Companies Act 2013 the Boardhereby disclose the composition of the Audit Committee and other relevant matters asunder:
The Audit Committee comprises:
|Sr. No. ||Name of the Member ||Designation ||Category ||Number of meeting held ||Number of meeting attended |
|1. ||Prakash Tekwani ||Chairman ||Independent Director ||4 ||4 |
|2. ||Alpeshkumar Patel ||Member ||Independent Director ||4 ||4 |
|3. ||Chanderlal B. Ambwani* ||Member ||Promoter Executive ||4 ||0 |
|4. ||Rameshlal B. Ambwani** ||Member ||Promoter Non-Executive ||4 ||2 |
* Chanderlal B. Ambwani was member upto 12.08.2016.
**Rameshlal B. Ambwani inducted as member w.e.f 12.08.2016
Further the Committee was re-constituted w.e.f 12.08.2016 due to resignation of Mr.Chanderlal B. Ambwani member of the Committee.
The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.
During the financial year ended on 31st March 2017 the Audit Committee metFour times on 24/05/2016 12/08/2016 09/11/2016 and 09/02/2017.
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 ofDirectors of the Company has established vigil mechanism/Whistle Blower Policy forDirectors and employees of the Company to report genuine concerns regarding unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct andethics Policy. The said mechanism also provides for direct access to the Chairperson ofthe Audit Committee in appropriate or exceptional cases.
The Board of Directors of the Company frequently reviews the vigil mechanism/whistleblower policy in order to ensure adequate safeguards to employees and Directors againstvictimization.
The said policy is also available on the website of the Company atwww.maitrienterprises.com
NOMINATION AND REMUNERATION COMMITTEE:
? The composition of the Committee is as under:
|Sr. No. ||Name of the Member ||Designation ||Category ||Number of meeting held ||Number of meeting attended |
|1. ||Mr. Prakash Tekwani ||Chairman ||Independent Director ||3 ||3 |
|2. ||Mrs. Sarla Jaikishan Ambwani ||Member ||Non Independent Director ||3 ||3 |
|3. ||Mr. Alpeshkumar M. Patel ||Member ||Independent Director ||3 ||3 |
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The said policyis furnished in Annexure- "D" and is attached to this report.
During the year three meeting of the Committee was held on 12/04/201612/08/2016 and15/03/2017.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholder's Relationship Committee comprises of the following members:
|Sr. No. ||Name of the Member ||Designation ||Category |
|1. ||Mr. Alpeshkumar M. Patel ||Chairman ||Independent Director |
|2. ||Mr. Prakash Tekwani ||Member ||Independent Director |
|3. ||Mr. Rameshlal Ambwani ||Member ||Promoter Non-Executive Director |
Details of Investor's grievances/ Complaints:
All investor complaints received during the year were resolved. The pending complaintsof the Shareholders/ Investors registered with SEBI at the end of the current financialyear ended on 31st March 2017 are NIL.
There were no pending requests for share transfer/dematerialization of shares as of 31stMarch 2017.
During the year Seven meetings of committee was held on 20/08/2016 10/09/201610/10/2016 10/11/2016 10/01/2017 20/02/2017 & 28/02/2017.
The Compliance officer of the Company is Mr. Dipen A. Dalal w.e.f 15thMarch 2017 who is also designated as Company Secretary of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which this financial statementsrelate and the date of this report.
SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material order was passed by regulators or courts or tribunalsimpacting the going concern status and company's operations in future.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2) (e) of the Listing Regulations is given as an annexureto this report.
The Company has complied with the mandatory requirements as stipulated under theListing Regulations. The Company has submitted the quarterly compliance status report tothe stock Exchange within the prescribed time limit.
The Company expects to announce the unaudited/audited quarterly results for the year2017-18 as per the following schedule:
|First quarter ||: 2nd week of August 2017 |
|Half-yearly results ||: 2nd week of November 2017 |
|Third quarter ||: 2nd Week of February 2018 |
|Yearly Results ||: By end of May 2018 |
As per the provisions of SEBI (Listing Obligations and Disclosures requirement)Regulation 2015 the annual report of the listed entity shall contain CorporateGovernance Report and it is also further provided that if the Company is not having thepaid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores thesaid provisions are not applicable. As our Company does not have the paid up share capitalexceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores the Corporate GovernanceReport is not applicable and therefore not provided by the Board.
We thank our customers vendors dealers investors business associates and bankersfor their continued support during the year. We place on record our appreciation of thecontribution made by employees at all levels. Our resilience to meet challenges was madepossible by their hard work solidarity co-operation and support.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||Rameshlal B. Ambwani |
|Place : Ahmedabad ||Chairman |
|Date : 11.08.2017 ||(DIN: 02427779) |