Your Directors have pleasure in presenting their Ninth Annual Report together with theAudited Accounts of the Company for the period ended 31st March 2018.
1. Financial Highlights
| || ||(Amount in Rs |
|Particulars ||2017-18 ||2016-17 |
|Total Income ||101383612 ||143073040 |
|Expenses ||103395842 ||132760785 |
|Profit & (Loss) before Tax ||(2012230) ||10312255 |
|Exception and Extraordinary items ||- ||- |
|Profit & (Loss) before Tax ||(2012230) ||10312255 |
|Less: Tax expense ||527786 ||3277261 |
|Profit/Loss after tax ||(2540016) ||7034994 |
2. Review of Performance:
The total revenue from the operations for the year ended March 31 2018 amounted to Rs.93153056 as against Rs. 137855335 in a previous financial year 2016-17 and hasdecreased by 32.43% over the last year.
Transfer to Reserves
The Company has not transferred any amount to General Reserve. However in order toconserve the resources the Directors have decided to retain the entire amount.
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.
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.
Major events during the year:
Conversion of 400000 Convertible Equity Warrants into 400000 Equity Shares on 21stApril 2017.
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. Change In the nature of Business
There was no change in the nature of Company's business during the year under review.
Directors and Key Managerial Personnel
|Director ||Category |
|Mr. Balkrishna Kamalakar Tendulkar ||Chairman & Managing Director |
|Mr. Narendra Prabhakar Mahajani ||Non-Executive Non-Independent Director |
|Mr. Nitin Sadashiv Paranjape ||Non-Executive Non-Independent Director |
|Ms. Vasundhara Atre ||Non-Executive Independent Director |
|Mr. Kiran Vasant Bhide ||Non-Executive Independent Director |
Mr. Kiran Bhide was appointed as Non-Executive Independent Directors of the Companyw.e.f. 16th October 2017.
Mrs. Vasundhara Atre (DIN 02937582) was appointed as Independent Director for a periodof five years upto 31st March 2019. Thus it is proposed to re-appoint her as IndependentDirector of the Company for a second term of five years from 1st April 2019 to 31stMarch 2024 in the ensuing Annual General Meeting.
Retirement by Rotation
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 ensuingAnnual General Meeting and being eligible offers himself for re-appointment. He hasconfirmed that he is not disqualified from being appointed as Director in terms of Section164 of the Companies Act 2013. A brief resume of Mr. Nitin Paranjape (DIN: 00575053)nature 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 theStock Exchange/s is given in the Corporate Governance Report which may be taken asforming part of this Report.
Declaration by Independent Director
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 2017-18 total 7 (Seven) meetings of the Board of Directorswere held on 21st April 2017 29th May 2017 11th August 2017 5th September 201716th October 2017 8th December 2017 and 13th February 2018 respectively. For detailsof the meetings of the Board please refer to the Corporate Governance Report which formspart of this report.
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:
Nomination and Remuneration Committee
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 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.
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 2018.
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.
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 Policies 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 2018the 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 2018and 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 2018 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.
Report on Corporate Governance
A report on Corporate Governance as stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of the Annual Report and aCertificate from the Auditors of the Company confirming compliance with the provisions ofCorporate Governance is attached "Annexure C" to this Report.
M/s DMKH & Co Chartered Accountants Mumbai (Firm 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)
On May 7 2018 Section 40 of the Companies Amendment Act 2017 (amending Section 139of the Companies Act 2013) has been notified whereby ratification of Statutory Auditor'sappointment is not required at every Annual General Meeting.
Observations of Statutory Auditors for the year ended 31st March 2018
The observations / qualifications / disclaimers made by the Statutory Auditors in theirreport for the financial year ended 31st March 2018 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 D" to this Report.
Observations of Secretarial Auditors for the year ended 31st March 2018 and ManagementReply
The Companies has not appointed Internal Auditor which is required to be appointedunder Sec. 138 of the Companies Act 2013.
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.
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.
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:
i) Conversion of 400000 Convertible Equity Warrants into Equity Shares on 21st April 2017.
ii) Proposed Issue of Equity Shares/Equity Warrants on preferential basis to Mr.Balkrishna Tendulkar as approved by the Board on their meeting held on 1st September2018.
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 equipments: N.A.
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 fortechnology absorption adaptation and 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.
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 not yet constituted the Internal Complaints Committee as mentionedunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Company shall take the requisite steps in this regard during the currentfinancial year 2018-19.
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.
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 |
| ||Maestros Electronics & Telecommunications Systems Limited |
| ||Sd/- |
| ||Mr. Balkrishna Tendulkar |
| ||Chairman & Managing Director |
| ||DIN:02448116 |
| ||Address: 3003 Relish Apartment |
|Date: 1st September2018 ||Nirmal Lifestyle Acc Compound Rd |
|Place : Navi Mumbai ||Mulund (West) Mumbai - 400 080. |