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Maestros Electronics & Telecommun. Systems Ltd.

BSE: 538401 Sector: Others
NSE: N.A. ISIN Code: INE318N01011
BSE 00:00 | 27 May 55.95 1.20
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NSE 05:30 | 01 Jan Maestros Electronics & Telecommun. Systems Ltd
OPEN 53.40
PREVIOUS CLOSE 54.75
VOLUME 1534
52-Week high 87.50
52-Week low 41.10
P/E 22.29
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 53.40
CLOSE 54.75
VOLUME 1534
52-Week high 87.50
52-Week low 41.10
P/E 22.29
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Maestros Electronics & Telecommun. Systems Ltd. (METS) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting their 12th Annual Report together with theAudited Accounts of the Company for the period ended 31st March 2021.

Financial Highlights

(Amount in Rs.)

Particulars 2020-21 2019-20
Total Income 485118387 140098780
Expenses 407913856 134905666
Profit & (Loss) before Extraordinary items & Tax 77204531 5193114
Exception and Extraordinary items - -
Profit & (Loss) before Tax 77204531 5193114
Less: Tax expense 20801500 1528562
Profit/Loss after tax 56403032 3664553
Other Comprehensive Income 283016 (145899)
Total Comprehensive Income 56686048 3518654

Review of Performance

The total revenue from the operations for the year ended March 31 2021 amounted to Rs.475523697 as against Rs. 135441561 in a previous financial year 2019-20 and hasincreased by 251.09 % over the last year.

Focus efforts have been placed on expanding the end applications of our product lineover the last several years which has helped in yield strong results this year offeringhealthy sustainability for the years to come. This diversification in end application hasalso simultaneously diversified clients and end destinations for Company's productsglobally de-risking our portfolio from any single customer application or market.

Because of your company's product quality standards we have been able to maintainsteady relationships with our long-standing customers along with building relationshipswith 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 financial year 2020-2021.

Dividend

With a view to conserve resources for funding any future business requirements andexpansion plans the Directors have not recommended any dividend for the financial year2020-2021.

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 There is no such material changes and commitments affecting the Financial positionof the Company.

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 Deposits

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

Director Category
Mr. Balkrishna Kamalakar Tendulkar Chairman & Managing Director
Mr. Sujay Mahonar Kulkarni Non-Executive Director
Ms. Vasundhara Atre Non-Executive Independent Director
Mr. Kiran Vasant Bhide Non-Executive Independent Director
Mr. Sanjeev Vijayan Chief Financial Officer
Ms. Himani Gada Company Secretary*

*Ms. Himani Gada has been appointed as the Company Secretary of the Company with effectfrom April 01 2020 Appointment

Ms. Himani Gada has been appointed as the Company Secretary of the Company with effectfrom April 01 2020 . Resignation

No new Resignations were made during the year.

Retirement by Rotation

In terms of Section 149 & 152(6) of the Companies Act 2013 along with the rulesand in accordance with the Articles of Association made thereunder stipulate that atleast 2/3rd of the Directors of the Company other than independent directors are liableto retire by rotation every year 1/3rd of which shall retire at the Annual Generalmeeting of the Company .

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. BalkrishnaKamalakar Tendulkaris liable to retire by rotation at the ensuing Annual General Meetingof the Company and being eligible offers himself for re-appointment. The said Director isnot disqualified from being re-appointed as a Director of a Company as per the disclosurereceived from him pursuant to Section 164(2) of the Companies Act 2013.

Declaration by Independent Director

During the Financial Year under review declarations were received from all IndependentDirectors of the Company that they satisfy the "criteria of Independence" asdefined under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with the provisions of Section 149(6) of the Companies Act 2013the Schedules and Rules framed there under.

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.

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 2020-21 total 8 (Eight) meetings of the Board of Directorswere held on the following dates respectively

Dates on which the Meetings were held

Attendance of Directors

Mr. Balkrishna Tendulkar Mr. Sujay Kulkarni Mr. Kiran Vasant Bhide Mrs. Vasundhara Atre
01/04/2020 Present Present Present Absent
09/06/2020 Present Present Present Absent
13/06/2020 Present Present Present Absent
17/07/2020 Present Present Present Absent
31/07/2020 Present Present Present Absent
02/09/2020 Present Present Present Absent
11/11/2020 Present Present Present Present
12/02/2021 Present Present Present Present

The Company has complied with the applicable Secretarial Standards in respect of allthe above-Board meetings. 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:

• Audit Committee

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 Committee have beenmentioned below. The details of Composition and meetings of the Audit Committee have beenmentioned below.

a) Brief description of terms of reference:

The terms of reference of the Audit Committee are wide enough to cover the mattersspecified for Audit Committees under Regulation 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 Chairperson:

Sr. No. Composition Category of Directorship Member/ Chairperson
1. Mr. Kiran Vasant Bhide Non-Executive & Independent Director Chairperson
2. Ms. Vasundhara Rajesh Atre Non-Executive & Independent Director Member
3. Mr. Sujay Mahohar Kulkarni Non-Executive Director Member

c) Meetings and Attendance during the year:

During the Financial year 2020-21 total 6 (Six) meetings of the respective Committeewere held on the following dates respectively

Dates on which the meetings were held

Attendance of Directors

Mr. Kiran Vasant Bhide Mrs. Vasundhara Rajesh Atre Mr. Sujay Mahohar Kulkarni
01/04/2020 Present Absent Present
17/07/2020 Present Absent Present
31/07/2020 Present Absent Present
02/09/2020 Present Absent Present
12/11/2020 Present Present Present
12/09/2021 Present Present Present

• Nomination and Remuneration Committee

The Company has duly constituted Nomination and Remuneration Committee consisting ofthree NonExecutive Director out of which half of them are Independent Director complyingwith the provision of

Section 178 of the Companies Act 2013 read with the rules made thereunder &Regulation 19 of SEBI

(Listing Obligation and Disclosure Requirements) Regulation 2015.

a) Brief description of terms of reference:

i. To identify person who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every director

ii. To formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board independence Policy of a directorand recommend to the Board and managerial personnel and other employees

iii. To formulate the criteria for evaluation of Independent Directors and the Board;

iv. To devise a policy on Board diversity;

v. Any other matter as the NRC Committee may deem appropriate after approval of theBoard of Directors or as may be directed by the Board of Directors from time to time.

b) Composition Name of Members and Chairperson:

Sr. Composition No. Category of Directorship Member/ Chairperson No. of Meetings Attended
1. Mr. Kiran Vasant Bhide Non-Executive & Independent Director Chairperson 3/3
2. Mr. Sujay Mahohar Kulkarni Non-Executive Director Member 3/3
3. Ms. Vasundhara Rajesh Atre Non-Executive & Independent Director Member 1/3

c) Meetings and Attendance during the year:

Three meetings of the Nomination and Remuneration Committee were held during the yearon 30 April 2 September 2020 and 12 February 2021.

• Stakeholders' Relationship Committee

Pursuant to Section 178 of the Companies Act 2013 the Board of Directors of thecompany has constituted the Stakeholder's Relationship Committee for speedy disposal ofGrievances/ complaints relating to Shareholders/investors transfer of shares non-receiptof declared dividend non-receipt of Balance Sheet and Profit & 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 composition and meetings of these committees held during the yearunder review as also the meetings of the Board of Directors are given below:

a) Name of Non-Executive Director heading the Committee:

• Mr. Sujay Kulkarni (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 thefinancial year 2020-21.

d) Number not solved to the satisfaction of shareholders:

• Not applicable

e) Number of pending complaints:

• Not applicable

• 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 without the attendance of non-independent directorsand members of management inter alia to discuss the following:

01. Review the performance of non-independent directors and the Board as a whole;

02. Review the performance of the Chairperson of the Company taking into account theviews of executive directors and non-executive directors; and

03. Assess the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

All independent directors were present at the meeting deliberated on the above andexpressed their satisfaction.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligation And Disclosure Requirements) Regulations 2015 the Board has carriedout the annual performance evaluation of its own performance the Directors individuallyas well as the evaluation of the working of its various Committees. The evaluationexercise was carried out on various aspects of the Boards functioning such as compositionof the Board & committees experience & competencies performance of the dutiesand obligations governance issues etc. The manner in which the evaluation has beencarried out has been explained below:

Performance Evaluation criteria:

Separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman by the Nomination and Remuneration committee as per the structuredmechanism who were 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.

Risk Management

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 plans / activitiesbeing implemented to mitigate the same and any other risks newly identified withmitigation plan for them. The Board upon review will further guide the Senior Managementabout risk identification and improvement in mitigation plans. Therewith section 21 withrespect to Risk Management Committee is not applicable 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 2021

Vigil Mechanism

The Company has established a vigil mechanism to enable directors and employees toreport genuine concerns

and grievances about any incident of violation / potential violation of law or the Codeof Conduct laid down by the Company. The mechanism lays down the overall framework andguidelines for reporting genuine concerns.

Green Initiatives

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.

Human Resources

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 accident during the year.

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 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:

a. That in the preparation of the Annual Accounts for the year ended 31st March 2021the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b. 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 2021and of the loss of the Company for the year ended as on that date;

c. That the directors had taken proper and sufficient care 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;

d. That the directors had prepared the annual accounts for the financial year ended31st March 2021 on a 'going concern' basis.

e. 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.

f. 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 "AnnexureB" to this Report.

Statutory Auditors

M/s DMKH & Co Chartered Accountants Mumbai (Firm Registration Number - 0116886W)were re-appointed as the Statutory Auditors of the Company for conducting the audit offive financial years i.e. 2019-20 to 2023-24.

Observations of Statutory Auditors for the year ended 31st March 2021

The observations / qualifications / disclaimers made by the Statutory Auditors in theirreport for the financial year ended 31st March 2021 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

Section 204 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 appointed M/s. Vipin Tiwari & Co. CompanySecretaries in Practice Mumbai as Secretarial Auditor to conduct Secretarial Audit ofthe Company for the Financial Year 2020-21 and their report is annexed hereto and markedas "Annexure- B"

Observations of Secretarial Auditors for the year ended 31st March 2021 and ManagementReply

Sr. No. Reference Observations Management Reply
1. Section 138 of the Company Act 2013 The Company has not appointed Internal Auditor for the Financial Year 2020-21 The Company is in the process of finding suitable professional for position of Internal Auditor of the Company
2. Regulation 3(5) SEBI (Prohibition of Insider Trading) Regulation 2015 The Company has not maintained a structural digital database as required under Regulation 3(5) SEBI (Prohibition of Insider Trading) Regulation 2015 The company is in the process of seeking best vendor for providing software as required for maintaining database under SEBI (Prohibition of Insider Trading) Regulation 2015

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 143(12) of 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.

Public Deposits

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 C" 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 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

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.

Capital investment on energy conservation equipment's: N.A.

Technology Absorption

Efforts made towards technology absorption adaptation and innovation and benefitsderived as a result of the above efforts e.g. product improvement cost reduction productdevelopment 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 reckoned from thebeginning of 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.

General Disclosures

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 noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (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 Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section62(1)(b) of the Act read with Rule 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 Company had constituted a committee called as Internal Complain Committee forprevention and prohibition of Sexual Harassment of woman at workplace and complied withprovisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 [14 of2013.]

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 fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required 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.

Acknowledgements

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
Place: Navi Mumbai Date: August 21 2021 Enclosures: Annexures A to C Sd/- Balkrishna Tendulkar Chairman & Managing Director DIN:02448116 Address: 3003 Relish Apartment Nirmal Lifestyle ACC Compound Road Mulund (West) Mumbai - 400080.

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