Maestros Electronics & Telecommun. Systems Ltd.
|BSE: 538401||Sector: Others|
|NSE: N.A.||ISIN Code: INE318N01011|
|BSE 00:00 | 24 Apr||Maestros Electronics & Telecommun. Systems Ltd|
|NSE 05:30 | 01 Jan||Maestros Electronics & Telecommun. Systems Ltd|
|BSE: 538401||Sector: Others|
|NSE: N.A.||ISIN Code: INE318N01011|
|BSE 00:00 | 24 Apr||Maestros Electronics & Telecommun. Systems Ltd|
|NSE 05:30 | 01 Jan||Maestros Electronics & Telecommun. Systems Ltd|
Your Directors have pleasure in presenting their Tenth Annual Report together with theAudited Accounts of the Company for the period ended 31st March 2019.
1. Financial Highlights
(Amount in Rs)
2. Review of Performance:
The total revenue from the operations for the year ended March 31 2019 amounted to Rs.95318737 as against Rs. 93153056 in a previous financial year 2017-18 and hasincreased by 2.32% over the last year. Focus efforts have been placed on expanding the endapplications of our product line over the last several years which has helped in yieldstrong results this year offering healthy sustainability for the years to come. Thisdiversification in end application has also simultaneously diversified clients and enddestinations
Company's products globally de-risking our portfolio Because of your company's productqualitystandardswehavebeenabletomaintainsteadyrelationships with our long standingcustomers along with building relationships with several new customers.
The company has a very strong order book position and expected to maintain the same orhigher growth trend. The cost control at every stage of operations with the increase levelof operations resulted in product cost improvement.
Nature of Business
There was no change in nature of the business of the Company during the year underreview
Transfer to Reserves
In order to conserve the resources the Directors have decided to retain and had nottransferred any amount to General Reserve for the financialyear 2018-2019.
With a view to conserve resources for funding any future business requirements andexpansion plans the Directors have not recommended any dividend for the financialyear2018-2019.
Unpaid Dividend & IEPF
The Company has not transferred any amount to the Investor Education & ProtectionFund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.
Material changes and commitments if any affecting the Financial Position of theCompany:
The Members of the Company had approvedonpreferentialbasis the allotment (in one ormore tranches) of 246155EquitySharesinthe9 held on 28th September 2018. Considering thAnnualGeneral Meeting the same the first tranche of 232813 shares out of246155 Equity Shares was issued to Mr. Balkrishna Tendulkar Promoter of the Company inthe Board meeting held on 13th December 2018 which was duly allotted by passing aCircular Resolution dated 18th December 2018.
The Members of the Company had approved on preferential basis the allotment (in one ormore tranches) of 600000 Equity Warrants in the 9th Annual General Meetingheld on 28th September 2018. Considering the same the first tranche of 567479 EquityWarrants out of 600000 Equity Warrants was issued to Mr. Balkrishna Tendulkar Promoterof the Company in the Board meeting held on 13th December 2018 which was duly allottedbypassing dated 18th December 2018. CircularResolution
The company has signed an agreement with Gandhi Foundation Tamil Nadu as exclusivepartner for supply of Tele-Health kiosk. This is for implementation of rural telemedicinenetwork in state Tamil Nadu & Pondicherry. The order is worth Rs. 80.19 Crores. Thepilot implementation will commence in Q4 of 2018-19 and billing will start reflecting onlyby Q2 of the 2019-20. The implementation timelines is 24 Months. Being a government orderit carries a risk of project execution delays and payment realisation delays usuallyassociated with any large Government implementations.
Report on Performance of Subsidiaries Associates and Joint Venture Companies
During the year under review your Company did not have any subsidiary associate andjoint venture 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 year under review. Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theAct or the details of deposits which are not in compliance with the Chapter V of the Actis not applicable.
Directors and Key Managerial Personnel
*Pursuant to the disqualification incurred under the provisions of section 164(2) ofCompanies Act 2013 Mr. Narendra Prabhakar Mahajani was not able to serve the Board ofthe Company.
** Mr. Nitin Sadashiv Paranjape has resigned from the Board of Directors with effectfrom 10th July 2019.
# Mr. Sanjeev Vijayan has been appointed as the Chief Financial Officer of the Companywith effect from 30th ##Ms. Priyanka Nagda has been appointed as the Company Secretary ofthe Company with effect from 30th May 2019
No Director has been appointed during the financial year ended 31st March 2019.
No Director has resigned during the financial year ending 31st March 2019.
TELECOMMUNICATIONS SYSTEMS LIMITED
Retirement by Rotation
In terms of Section 149 & 152(6) of the Companies Act Articles of Association madethereunder stipulate that at least 2/3rd of the Directors of the Company other thanindependent directors are liable to retire by rotation every year 1/3rd of which shallretire at the Annual General meeting of the Company. Accordingly Mr. Balkrishna KamalakarTendulkar (DIN: 02448116) retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. He has confirmed that he is notdisqualified from being appointed as Director in terms of Section 164 of the CompaniesAct 2013.
Declaration by Independent Director
All Independent Directors have given declarations as per section 149(7) of CompaniesAct that they meet with the criteria of Independence as laid down under Section 149(6) ofthe Companies Act 2013. None of the Non-Executive Directors had any pecuniaryrelationships or transactions with the Company which may have potential conflict with theinterests of the Company at large.
Evaluation by Independent Director
In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive director.
Number of Board Meetings
During the Financial year 2018-19 total 9 (Nine) meetings of the Board of Directorswere held on the following dates respectively.
The Company has complied with the applicable Secretarial Standards in respect of allthe above Board meetings.
Pursuant to the provisions of Section 177 of the Companies Act 2013 the company hasconstituted an Audit Committee of the Directors; the composition of the same is inaccordance with the Act. The object of the Audit Committee is to monitor and effectivelysupervise the Company's financial reporting process with a view to provide accuratetimely and proper disclosure and oversee the integrity and quality of the financialreporting.
The Committee acts as a link between the Statutory Auditors and the Board of Directorsof the Company. The details of Composition and meetings of the Audit a) Briefdescription of terms of reference:
The terms of reference of the Audit Committee are wide enough to cover the mattersspecified for Audit Committees under Regulation 18 of the SEBI (Listing Obligation AndDisclosure Requirements) Regulation 2015 as well as in Section 177 of the Companies Act2013 b) Composition Name of Members and
* Pursuant to the disqualification incurred under the provisions of section 164(2) ofCompanies Act 2013 Mr. Narendra Prabhakar Mahajani was not able to serve the Board ofthe Company.
c) Meetings and Attendance during the year:
During the yearfive meetings were held i.e. on May 29 2018 August 14 2018 September01 2018 November 14 2018 and February 14 2019. All the Directors were present in themeeting.
Nomination and Remuneration Committee
The Company hasdulyconstituted Nomination and Remuneration Committee consisting ofthree Non-
Executive Director out of which half of them are Independent Director complying withthe provision of Section 178 of the Companies Act 2013 read with the rules made thereunder& Regulation 19 of SEBI (Listing Obligation And Disclosure Requirements) Regulation2015. a) Brief description of terms of reference: i. To identify person who arequalified to become directors senior management in accordance with the criteria laid downrecommend to the Board their appointment and removal and shall carry out evaluation ofevery director ii. To formulate the criteria for determining qualifications positiveattributes and independence of a director and recommend to the Board independencePolicyndence of a director and recommend to the Board ad aos managerial personnel andother employees iii. To formulate the criteria for evaluation of Independent Directorsand the Board; iv. To devise a policy on Board diversity; v. Any other matter as the NRCCommittee may deem appropriate after approval of the Board of Directors or as may bedirected by the Board of Directors from time b) Composition Name of Members andChairperson:
** Mr. Nitin Sadashiv Paranjape has resigned from the Board of Directors with effectfrom 10th July 2019. c) Meetings and Attendance during the year:
Two meeting of the Nominationand Remuneration Committee were held during the year on29 May 2018 and September 01 2018.
All the Directors were present at both the meeting.
Stakeholders' Relationship Committee
Pursuant to Section 178 of the Companies Act 2013 the the Stakeholder's RelationshipCommittee for speedy disposal of Grievances/ complaints relating to Shareholders/investorstransfer of shares non-receipt of declared dividend non-receipt of Balance Sheet andProfit & loss Account etc.
The Company maintains continuous interaction with the Registrar and Transfer Agent ofthe Company (RTA) and takes proactive steps and actions for resolving complaints/queriesof the shareholders/investors. The Committee oversees the performance of the RTA andrecommends measures for overall improvement in the quality of investor services. Mr. B.K.Tendulkar has been appointed as the Compliance Officer.
The details regarding compositionand meetings of these committees held during the yearunder review as also the meetings of the Board of Directors are given below: a) Name ofNon-Executive Director heading the Committee:
Mr. Narendra Mahajani (Chairman)
b) Name and Designation of Compliance Officer:
Mr. Balkrishna Tendulkar
c) Number of shareholders' complaints received so far:
No complaints were received from the shareholders of the Company during the financialyear 2018-19.
d) Number not solved to the satisfaction of shareholders:
e) Number of pending complaints:
Meeting Of Independent Directors
In compliance with Schedule IV to the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 the IndependentDirectors held their separate meeting on 7th April 2018 and 14th February 2019 withoutthe attendance of non-independent directors and members of management inter alia todiscuss the following: 01. Review the performance of non-independent directors and theBoard as a whole; 02. Review the performance of the Chairperson of the Company takinginto account the views of executive directors and non-executive directors; and 03. Assessthe quality quantity and timelinessof flow of information between the Company Managementand the Board that is necessary for the Board to effectively and reasonably perform theirduties.
All independent directors were present at the meeting deliberated on the above andexpressed their satisfaction.
Pursuant to the provisionsoftheCompaniesAct2013andRegulation25 of SEBI (ListingObligation And
Disclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its various Committees. The evaluation exercise was carriedout on various aspects of the Boards functioning such Board & committees experience& competencies performance of the duties and obligations governance issues etc. Themanner in which the evaluation has been carried out has been explained below:
Performance Evaluation criteria:
Separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman by theNominationandRemuneration as per the structured mechanism whowere evaluated on following parameters / criteria:
Participation and contribution by a director
Commitment (including guidance provided to senior management outside of Board /Committee meetings)
Effective deployment of knowledge and expertise
Effective management of relationship with stakeholders
Integrity and maintenance of confidentiality
Independence of behaviour and judgment
Observance of Code of Conduct and
Impact and influence.
Policy on Nomination and Remuneration of Directors KMPs and other Employees
In terms of sub-section 3 of Section 178 of the Companies Act 2013 and Regulation 19of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theNomination and Remuneration Committee of the Company has laid down a policy on theselection and appointment of Directors and the Senior Management of the Company and theirremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters.
Extract of Annual Return
The extract of the Annual Return in Form MGT 9 as provided under sub-section (3) ofSection92 of the Companies Act 2013 and Rule 12 of the Companies (Management andAdministration) Rules 2014 is attached as "Annexure A" to this Report.
The Company has structured a robust Risk Management Plan to identify and evaluatevarious business risks and opportunities. As per the plan the Audit Committee / Board ofDirectors will be informed on quarterly basis about various risks identified by the SeniorManagement the mitigation plan devised by them progress on various the same and anyother risks newly identified with mitigation plans/ plan for them. The Board uponreview will further guide the Senior Management about risk identification and improvementin mitigation plans. Therewith section 21 with respect to Risk Management Committee is notapplicable to the company
Adequacy of Internal Controls with reference to Financial Statements
In accordance with the opinion of the auditors the Company has in all materialrespects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as atMarch 31 2019.
The Company has established a vigil mechanism to enable directors and employees toreport genuine concerns and grievances about any incident of violation / potentialviolation of law or the Code of Conduct laid down by the Company. The mechanism lays downthe overall framework and guidelines for reporting genuine concerns.
Pursuant to Sections 101 and 136 of the Companies Act 2013 the Company will besending Annual Report through electronic mode i.e. email to all the shareholders who haveregistered their email addresses with the Company or with the Depository to receive AnnualReport through electronic mode and initiated steps to reduce consumption of paper.
Employees are considered to be team members being one of the most critical resources inthe business which maximize the effectiveness of the Organization. Human resources buildthe Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening the Company's Polices and Systems. The Companymaintains healthy cordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources.
Environment and Safety
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental Regulations and preservation ofnatural resources. There was no major
Particulars of Loans Guarantees and Investments
During the year under review the Company has not made any loans guarantees andinvestments under Section 186.
Transactions with Related Parties
The Company has not entered into anytransactions/contracts/arrangementsreferredtoinSection188(1) of Companies Act 2013 withrelated party(ies) as defined undertheprovisionsofSection2(76) of the Companies Act 2013during the financial year under review.
Directors' Responsibility Statement
Pursuant to the requirements under 134(3)(c) of the Companies Act 2013 with respect toDirectors' Responsibility Statement it is hereby confirmed: a. That in the preparationofthe Annual Accounts for the year ended 31st March 2019 the applicable accountingstandards had been followed along with proper explanation relating to material departures;b. That the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2019 and of the loss ofthe Company for the year ended as on that date; c. That the directors had taken proper andsufficient care for the maintenance of adequate accounting in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; d. That the directors hadprepared the annual accounts for the financial year ended 31st March 2019 on agoing concern' basis. e. That the directors had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and operating effectively. f. That the directors had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 of the is given separately which may be taken as forming part as "AnnexureB" to this Report.
Number M/sDMKH&CoCharteredAccountants Mumbai (Firm Registration 0116886W) wereappointed as the Statutory Auditors of the Company for conducting the audit of fivefinancial years i.e 2014-15 to 2018-19. Committee Board of Director considered the re-Consideringthesameandontherecommendation appointment of M/s DMKH & Co CharteredAccountants as the Statutory Auditors of the Company for a period 2023-24.of5financial Theabove mentioned re-appointment is subject to the approval of the Members in the ensuingannual general meeting of the Company.
Observations of Statutory Auditors for the year ended 31st March 2019
The observations / qualifications / disclaimers made by the Statutory Auditors in theirreport for the financial year ended 31st March 2019 read with the explanatory notestherein are self-explanatory and therefore do not call for any further explanation orcomments from the Board under Section 134(3) of the Companies Act 2013
Secretarial Auditor and its Report
Section204 of the Companies Act 2013 and the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 inter-alia requires every listed company to annexwith its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form. The Board Joshi & Co. Company Secretaries inPractice Mumbai as Secretarial Auditor to Company for the Financial Year 2018-19 andtheir report is annexed hereto and marked as "Annexure C". The Board has alsoappointed M/s. Makarand M. Joshi & Co. Company Secretaries in Practice Mumbai asSecretarial Auditor to conduct Secretarial Audit of the Company for Financial Year2019-20.
Observations of Secretarial Auditors for the year ended 31st March 2019 and ManagementReply
Reporting of Frauds by Statutory Auditors under Section 143(12)
There were no incidences of reporting of frauds by Statutory Auditors of the Companyunder Section the Act read with Companies (Accounts) Rules 2014.
Maintenance of Cost Records
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis not required to maintain Cost Records under said Rules.
During the year under review your Company has not accepted or invited any depositsfrom public within the meaning of Chapter V of the Companies Act 2013 and applicablerules made thereunder or any amendment or re-enactment thereof.
Particulars of Remuneration to Employees etc.
The particulars of remuneration to directors and employees and under Section 197 (12)of the Companies Act 2013 and the Rules made thereunder are given in"AnnexureD" to this Report.
Particulars regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo Conservation of Energy Technology Absorption:
Steps taken or impact on conservation of energy:
All the manufacturing facilitiescontinued their efforts to reduce the specific totalenergy consumption is tracked at individual factory/block level and also at consolidatedmanufacturing level. Apart from regular practices and measures for energy conservationmany new initiatives were driven across the units. Some of them are mentioned below
Use of natural Lightning and natural ventilation es offic LEDLightsinofficeinplace CFL in
Encouraging Go Green Initiatives
The steps taken by the company for utilizing alternate sources The manufacturing unitscontinue to put in effort to reduce specific evaluating other sources of energy.
Capital investment on energy conservation equipments: N.A.
Efforts made towards technology absorption adaptation above efforts e.g. productimprovement cost reduction product development import substitution etc The Company isin Process of Developing the ways for technology absorption adaptation and innovation. Incase of imported technology (imported during the last 3 years reckoned from the beginningof the financial year): N.A.
Expenditure Incurred on Research and Development: N.A.
Foreign Exchange Earnings and Outgo
The Information on foreign exchange earned in terms of actual inflows during the yearand the foreign exchange outgo during the year in terms of actual outflows is furnished inthe Notes to Accounts.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:I. The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
II. The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished. III. The Companyhas not issued any equity shares under Employees Stock Option Scheme during the year underreview and hence no information as per provisions of Section62(1)(b) of the Act read withRule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
IV. During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.
Disclosure regarding Internal Complaints Committee.
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. The Companyhad constituted a committee called as Internal Complain Committee for prevention andprohibition of Sexual Harassment of woman at workplace and complied with provisionsrelating to the constitution of Internal Complaints Committee under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 [14 of 2013.
Significant and material orders passed by the Regulators etc.
There are no significant and material orders passed by the Regulators / Courts /Tribunals which would impact on the going concern status of the Company and its futureoperations.
Corporate Social Responsibility:
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not purview of Section135(1) of the Companies Act 2013 and hence it is notrequired to formulate policy on corporate social responsibility.
Secretarial Standards of ICSI
The Central Government has given approval on April 10 2015 to the SecretarialStandards specified by the Institute of Company Secretary of India the SecretarialStandards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) cameinto effect from 1 July 2015. The Company is in compliance with the same.
Your Directors take this opportunity to express their appreciation InstitutionstotheInvestorsBanksFinancial Clients Vendors Central and State Governments and otherRegulatory Authorities for their assistance continued support co-operation and guidance.
For and on behalf of the Board of Directors
Maestros Electronics & Telecommunications Systems Limited
Mr. Balkrishna Tendulkar
Chairman & Managing Director DIN: 02448116 Address: 3003 Relish Apartment Date:14th August 2019 Nirmal Lifestyle Acc Compound Rd Place : Navi MumbaI Mulund(West) Mumbai 400 080.
Enclosures: Annexures A to D
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