Your Directors have pleasure in presenting their Seventh Annual Report together withthe Audited Accounts of the Company for the period ended 31st March 2016.
1. Financial Highlights
(Amount in Rs)
|Particulars ||2015-16 ||2014-15 |
|Total Income ||118813474 ||170889850 |
|Expenses ||112376611 ||160649299 |
|Profit & (Loss) before Tax ||6436863 ||10240551 |
|Exception and Extraordinary items ||- ||- |
|Profit & (Loss) before Tax ||6436863 ||10240551 |
|Less: Tax expense ||1985811 ||3345279 |
|Profit/Loss after tax ||4451052 ||6895272 |
2. Review of Performance:
The Companies growth considering the past few years performance has declined. TheCompany is taking striving hard for increasing profits from year to year. The totalrevenue from the operations for the year ended March 31 2016 amounted to Rs.110408728as against Rs.165395787 in a previous financial year 2014-15 and has decreased by33.24% over the last year.
Major events during the year:
1. Issue of 740000 Convertible Equity Warrants through Private Placement basis on 4thAugust 2015.
2. Allotment of 290000 shares on private placement basis via board resolution dated3rd November 2015.
3. Authorized Share Capital of the Company has been increased from 40000000 equityshares to 50000000 equity shares by issue of 10000000 Equity Shares of Rs 10/-each
4. The Registered office of the Company has been shifted from Plot No. El/63 TTCIndustrial Area
Electronic Zone Mahape Navi Mumbai- 400710 to Plot No. EL/66 TTC Industrial AreaElectronic Zone Mahape Navi Mumbai- 400710 with effect from 30th May 2015.
With a view to conserve resources for funding any future business requirements andexpansion plans your Directors have not recommended any dividend for the current period.
Directors and Key Managerial Personnel:
Mr. B. K. Tendulkar is the Chairman and Managing Director of the Company.
Mr. N. P. Mahajani and Dr. N. S. Paranjape are Non Executive Non Independent Directorsof the Company.
Mr. Murlidharan Nair and Mrs. Vasundhara Atre are Non Executive Independent Directorsof the Company.
In terms of Section 152 of the Companies Act 2013 and the Articles of Association ofthe Company
Mr. Nitin Paranjape (DIN: 00575053) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. He has confirmed that he isnot disqualified from being appointed as Director in terms of Section 164 of the CompaniesAct 2013. A brief resume of Mr. Nitin functional areas and names of the Companies inwhich Paranjapenatureofhisexpertiseinspecific he holds directorship and / or membership /chairmanship of Committees of the Board as stipulated under the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 with the Stock Exchange/s is given in theCorporate Governance Report which may be taken as forming part of this Report.
All Independent Directors have given declarations that they meet with the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and of the SEBI(Listing Obligations and Disclosure Requirements ) Regulations 2015
None of the Non-Executive Directors had any pecuniary relationships or transactionswith the Company which may have potential conflict with the interests of the Company atlarge.
Committees of the Board:
The Board of Directors of your Company has constituted the following committees interms of the provisions of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 :
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The details regarding composition and meetings of these committees held during the yearunder review as also the meetings of the Board of Directors are given in the CorporateGovernance Report which may be taken as forming part of this Report.
In accordance with the provisions of the Companies Act 2013 read with the rules madethere under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Board has carried out formal annual evaluation of its own performanceperformance of its various Committees and individual directors. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Reportwhich may be taken as forming part of this Report.
Policy on Nomination and Remuneration of Directors KMPs and other employees:
In terms of sub-section 3 of Section 178 and Regulation 19 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 of the Companies Act 2013 the Nominationand Remuneration Committee of the Company has laid down a policy on the selection andappointment of Directors and the Senior Management of the Company and their remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters.
Extract of Annual Return:
The extract of the Annual Return as provided under sub-section (3) of Section 92 of theCompanies Act 2013 in prescribed format is attached as "Annexure A" to thisReport.
The details of the risk management framework adopted and implemented by the Company aregiven in the Corporate Governance Report which may be taken as forming part of thisReport.
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 2016.
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. The details of thismechanism are given in the Corporate Governance Report which may be taken as forming partof this Report. These are also posted on the website of the Company.
Particulars of loans guarantees and investments:
Full particulars of loans and guarantees given and investments made under Section 186of the Companies Act 2013 are given in "Annexure B" which may be taken asforming part of this Report.
Transactions with related parties:
The Company has not entered into any transactions/contracts/arrangements referred to inSection 188(1) of Companies Act 2013 with related party(ies) as defined under theprovisions of Section 2(76) of the Companies Act 2013 during the financial year underreview.
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:
1. that in the preparation of the annual accounts for the year ended 31st March 2016the applicable accounting standards had been followed along with proper explanationrelating to material departures;
2. that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2016and of the profit of the Company for the year ended as on that date;
3. that the directors had taken proper and sufficientcare for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. that the directors had prepared the annual accounts for the financial year ended31st March 2016 on a going concern basis.
5. that the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;
6. that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
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 "AnnexureC" to this Report.
Report on Corporate Governance:
A report on Corporate Governance as stipulated under Regulation 17 SEBI (ListingObligations and Disclosure Requirements ) Regulations 2015 forms part of the AnnualReport and Certificate from the Auditors of the Company confirming compliance with theprovisions of Corporate Governance is attached "Annexure D" to this Report.
M/s DMKH & Co Chartered Accountants Mumbai (Registration Number 0116886W)the Statutory Auditors of the Company hold office until the conclusion of the AnnualGeneral Meeting of the Company for the year ended 2018-2019 (subject to ratification ofappointment by the members at every Annual General Meeting of the Company
The Statutory Auditors viz. DMKH & Co Chartered Accountants Mumbai (RegistrationNumber 0116886W) have confirmed for their ratification if made would be withinthe prescribed limits under Section 139 of the Companies Act 2013 and that they are notdisqualified for re-appointment within the meaning of Section 139 of the said Act.
Observations of Statutory Auditors for the year ended 31st March 2016:
The observations / qualifications / disclaimers made by the Statutory Auditors in theirreport for the financial year ended 31st March 2016 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:
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. Vijay Tiwari & Associates Company Secretary in Practice toundertake the secretarial audit of the Company. The Secretarial Audit Report given by theSecretarial Auditor is attached as "Annexure E" to this Report.
Observations of Secretarial Auditors for the year ended 31st March 2016 and ManagementReply:
a. The Companies has not appointed Internal Auditor which is required to be appointedunder sec. 138 of the Companies Act 2013.
b. The Company has also not appointed Company Secretary in whole time employment of theCompany and Chief Financial Officer (CFO) which is required to be appointed as per Sec.203 of the Companies Act 2013.
The Company is in the process of finding appropriate candidate for the position ofCompany secretary and Chief Financial Officer and it will ensure to appoint such personsat the earliest in ensuing financial year. Further with regards to appointment ofinternal auditor as per sec. 138 of the Companies Act 2013 Company will take adequatemeasures for the same.
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 other relatedinformation required to be disclosed under Section 197 (12) of the Companies Act 2013 andthe Rules made thereunder are given in "Annexure F" to this Report.
Particulars regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo:
(a) Conservation of Energy Technology Absorption:
1. Steps taken or impact on conservation of energy:
All the manufacturing facilities continued their efforts to reduce the specific energyconsumption. Specific and total energy consumption is tracked at individual factory/blocklevel and also at consolidated manufacturing level. Apart from regular practices andmeasures for energy conservation many new initiatives were driven across the units. Someof them are mentioned below
Use of natural Lightning and natural ventilation
LED Lights in office in place of CFL in offices
Encouraging Go Green Initiatives
2. The steps taken by the company for utilizing alternate sources of energy:
The manufacturing units continue to put in effort to reduce specific energyconsumption. The Company is evaluating other sources of energy.
3. Capital investment on energy conservation equipments: N.A
(b) Technology Absorption
Efforts made towards technology absorption adaptation and innovation andbenefits derived as a result of the above efforts e.g. product improvement costreduction product development import substitution etc
The Company is in Process of Developing the ways for technology absorption adaptationand innovation.
In case of imported technology (imported during the last 3 years reckonedfrom the beginning of the financial year) : N.A
Expenditure Incurred on Research and Development : N.A
(c) 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.
Significant and material orders passed by the Regulators etc.: and material orderspassed by the Regulators / Courts / Tribunals which would Therearenosignificant impact onthe going concern status of the Company and its future operations.
Your Directors take this opportunity to express their appreciation to the InvestorsBanks Financial Institutions 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 |
| ||For Maestros Electronics & Telecommunications Systems Limited |
| ||Sd/- |
| ||Balkrishna Tendulkar |
| ||Managing Director & Chairman |
| ||DIN: 02448116 |
|Place: Navi Mumbai ||Address: 601 Yashika Apartments |
|Date: 27.05.2016 ||Plot No- 113 Shri Krishna Nagar |
|Encl.: Annexure A to F ||Borivali (E) Mumbai - 400066. |