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Maestros Electronics & Telecommun. Systems Ltd.

BSE: 538401 Sector: Others
NSE: N.A. ISIN Code: INE318N01011
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NSE 05:30 | 01 Jan Maestros Electronics & Telecommun. Systems Ltd
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VOLUME 500
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OPEN 23.05
CLOSE 23.05
VOLUME 500
52-Week high 42.00
52-Week low 17.10
P/E
Mkt Cap.(Rs cr) 11
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 Eight Annual Report together with theAudited Accounts of the Company for the period ended 31st March 2017.

1. Financial Highlights

(Amount in Rs)

Particulars 2016-17 2015-16
Total Income 133662736 118813474
Expenses 123244655 112376611
Profit & (Loss) before Tax 10418081 6436862
Exception and Extraordinary items - -
Profit & (Loss) before Tax 10418081 6436863
Less: Tax expense 3305512 1985811
Profit/Loss after tax 7112569 4451052

2. Review of Performance:

The total revenue from the operations for the year ended March 31 2017 amounted to Rs.128531769 as against Rs. 110408728 in a previous financial year 2015-16 and hasincreased by 16.41% over the last year.

Major events during the year:

1. Conversion of 340000 Convertible Equity Warrants into Equity Shares on 8th June2016.

Dividend:

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. Narendra Prabhakar Mahajani and Dr. Nitin Paranjape are non-executive nonindependent Directors of the Company.

Mrs. Vasundhara Atre is non-executive independent director of the Company.

*Mr. Murlidharan Nair was Non Executive Independent Directors of the Company resignedon 21st February 2017.

In terms of Section 152 of the Companies Act 2013 and the Articles of Association ofthe Company Mr. Narendra Prabhakar Mahajani (DIN: 01048676) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. Hehas confirmed that he is not disqualified from being appointed as Director in terms ofSection 164 of the Companies Act 2013. A brief resume of Mr. Narendra Prabhakar Mahajannature of his expertise in specific functional areas and names of the Companies in whichhe holds directorship and / or membership / chairmanship of Committees of the Board asstipulated under the SEBI (Listing Obligations and Disclosure Requirements) 2015 with the

Stock Exchange/s is given in the Corporate Governance Report which may be taken asforming 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.

Number of Board Meetings

During the Financial year 2016-17 total 6 (Six) meetings of the Board of Directorswere held on 27th May 2016 8th June 2016 2th August 2016 12th August 201614th November 2016 and 2nd February 2017 respectively. For details of themeetings of the Board please refer to the Corporate Governance Report which forms partof this report.

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.

Board Evaluation:

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 Report which 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 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 as provided under sub-section (3) of Section 92 of theCompanies Act 2013 in prescribed format is attached as "Annexure A" to thisReport.

Risk Management:

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 at

Vigil Mechanism:

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 lay 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.

Green Initiatives:

Pursuant to Sections 101 and 136 of the Companies Act 2013 The Company will be sendingAnnual 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 of the CompaniesAct 2013 during 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:

1. that in the preparation of the annual accounts for the year ended 31st March2017 the 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 31stMarch 2017 and of the profit of the Company for the year ended as on that date;

3. 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;

4. that the directors had prepared the annual accounts for the financial year ended 31stMarch 2017 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 "AnnexureB" 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 Annual ReportCertificate from and the Auditors of the Company confirming compliance with theprovisions of Corporate Governance is attached "Annexure C" to this Report.

Statutory Auditors:

M/s DMKH & Co Chartered Accountants Mumbai (Registration Number 0116886W) theStatutory until the conclusion of the Annual General Meeting of the Company Auditors ofthe Company hold office 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 within theprescribed 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 2017:

The observations / qualifications / disclaimers made by the Statutory Auditors in theirreport for the financial year ended 31st March 2017 read with the explanatorynotes therein are self-explanatory and therefore do not call for any further explanationor comments 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 D " to this Report.

Observations of Secretarial Auditors for the year ended 31st March 2017 andManagement Reply:

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.

Management Reply:

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.

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 E" to this Report.

Material changes and commitments if any affecting the Financial Position of theCompany:

Conversion of 340000 Convertible Equity Warrants into Equity Shares on 21stApril 2017

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

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.

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.

V. No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Company's operations in future.

Change In the nature of Business:

There was no change in the nature of Company's business during the year under review.

Significant and material : orders passed bythe 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.

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
Sd/-
Balkrishna Tendulkar
Managing Director & Chairman
DIN: 02448116
Address: 3003Relish Apartment
Place: Navi Mumbai Nirmal Lifestyle Acc Compound Rd
Date: 11th August 2017 Mulund (West) Mumbai 400080.
Encl.: Annexure A to E