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Maestros Electronics & Telecommun. Systems Ltd.

BSE: 538401 Sector: Others
NSE: N.A. ISIN Code: INE318N01011
BSE 00:00 | 28 Oct 66.70 3.55
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NSE 05:30 | 01 Jan Maestros Electronics & Telecommun. Systems Ltd
OPEN 64.90
PREVIOUS CLOSE 63.15
VOLUME 17729
52-Week high 147.50
52-Week low 41.10
P/E 9.53
Mkt Cap.(Rs cr) 37
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Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 64.90
CLOSE 63.15
VOLUME 17729
52-Week high 147.50
52-Week low 41.10
P/E 9.53
Mkt Cap.(Rs cr) 37
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 Eleventh Annual Report together withthe Audited Accounts of the Company for the period ended 31st March 2020.

Financial Highlights

(Amount in Rs.)

Particulars 2019-20 2018-19
Total Income 140098780 101081233
Expenses 134905666 96393189
Profit & (Loss) before Extraordinary items & Tax 5193114 4688044
Exception and Extraordinary items - -
Profit & (Loss) before Tax 5193114 4688044
Less: Tax expense 1528562 1244304
Profit/Loss after tax 3664553 3443740
Other Comprehensive Income (145899) 270613
Total Comprehensive Income 3518654 3714353

Review of Performance

The total revenue from the operations for the year ended March 31 2020 amounted to Rs.135441561 as against Rs. 95318737 in a previous financial year 2018-19 and hasincreased by 42.09 % 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 2019-2020.

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 year2019-20.

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 company has signed an agreement on April 22 2019 with the Government of theRepublic of India Integrated Headquarters Ministry of Defense (Navy) for Implementationand Operationalization of Telemedicine of Indian Naval Ships/Submarines and Hospitals. Theorder is worth Rs. 91.65 Crores.

Being a government order it carries a risk of project execution delays and paymentrealisation delays usually associated 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 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. Sanjiv Vijayan Chief Financial Officer
Ms. Priyanka Nagda Company Secretary**
Ms. Hiimani Gada Company Secretary***

*Mr. Sujay Mahonar Kulkarni has been appointed as the Non-Executive Director of theCompany with effect from August 14 2019

**Ms. Priyanka Nagda has resigned as the Company Secretary of the Company with effectfrom February 03 2020

***Ms. Himani Gada has been appointed as the Company Secretary of the Company witheffect from April 01 2020

Appointment

Mr. Sujay Mahonar Kulkarni has been appointed as the Non-Executive Director of theCompany with effect from August 14 2019.

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

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 effect from10th July 2019. 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 AnnualGeneral meeting of the Company. Accordingly Mr. Sujay Manohar Kulkarni (DIN: 00227027)retires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. He has confirmed that he is not disqualified from beingappointed as Director in terms of Section 164 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 2019-20 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. Kiran Bhide Mr. Narendra Mahajani Mr. Nitin Paranjape Mr. Sujay Kulkarni Mrs. Vasundhara Atre
30/05/2019 Present Absent Present Present NA Present
27/06/2019 Present Present N.A.* Present NA Absent
22/07/2019 Present Present NA NA NA Present
14/08/2019 Present Present NA NA NA Present
01/11/2019 Present Present NA NA Absent Present
14 /11/2019 Present Present NA NA Present Present
06/01/2020 Present Present NA NA Absent Present
14/02/2020 Present Present NA NA Absent Present

* NA = Not Associated

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.

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. Composition No. Category of Directorship Member/ Chairperson
1. Vasundhara Atre Non-Executive & Independent Director Chairperson
2. Narendra Mahajani* Non-Executive Director Member
3. Mr. Kiran Bhide Non-Executive & Independent Director Member
4. Mr. Sujay Mahohar Kulkarni** Non-Executive Director Member

* 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. Sujay Mahonar Kulkarni has been appointed as the Non-Executive Director of theCompany with effect from August 14 2019

c) Meetings and Attendance during the year:

During the Financial year 2019-20 total 4 (Four) meetings of the respective Committeewere held on the following dates respectively

Sr. Date of meeting No. Names of Directors as on the date of meeting Directors Present
1 30th May 2019 1. Mrs. Vasundhara Atre 1. Mrs. Vasundhara Atre
2. Mr. Narendra Mahajani 2. Mr. Narendra Mahajani
3. Mr. Kiran Bhide 3. Mr. Kiran Bhide
2 14th August 2019 1. Mrs. Vasundhara Atre 1. Mrs. Vasundhara Atre
2. Mr. Kiran Bhide 2. Mr. Kiran Bhide
3 14th November 2019 1. Mrs. Vasundhara Atre 1. Mrs. Vasundhara Atre
2. Mr. Kiran Bhide 2. Mr. Kiran Bhide
3. Mr. Sujay Kulkarni
4 14th February 2020 1. Mrs. Vasundhara Atre 1. Mrs. Vasundhara Atre
2. Mr. Kiran Bhide 2. Mr. Kiran Bhide
3. Mr. Sujay Kulkarni 3. Mr. Sujay Kulkarni

• 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. Ms. Vasundhara Atre Non-Executive & Independent Director Chairperson 2/2
2. Narendra Mahajani* Non-Executive Director Member 1/2
3. Mr. Sujay Kulkarni Executive Director Member 2/2
4. Mr. Kiran Bhide ** Non-Executive & Independent Director Member 1/2

* 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. Kiran Bhide has been appointed as member with effect from August 07 2019 bypassing of circular resolution

c) Meetings and Attendance during the year:

Two meeting of the Nomination and Remuneration Committee were held during the year on30 May 2019 and 14 August 2019.

• 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)

* Pursuant to the disqualification incurred under the provisions of section 164(2) ofCompanies Act 2013 Mr. Narendra Prabhakar Mahajani (Previous Chairman) was not able toserve the Board of the Company..

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 2019-20.

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.

Extract of Annual Return

The extract of the Annual Return in Form MGT - 9 as provided under sub-section (3) ofSection 92 of the Companies Act 2013 and Rule 12 of the Companies (Management andAdministration) Rules 2014 is attached as "Annexure A" to this Report.

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 2020.

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 laid down by the Company. The mechanism lays downthe overall framework and guidelines 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 31stMarch 2020 the applicable accounting standards had been followed along with properexplanation relating 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 31stMarch 2020 and 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 ended 31stMarch 2020 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 2020

The observations / qualifications / disclaimers made by the Statutory Auditors in theirreport for the financial year ended 31st March 2020 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

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. Vijay S Tiwari &Associates Company Secretaries in Practice Mumbai as Secretarial Auditor to conductSecretarial Audit of the Company for the Financial Year 2019-20 and their report isannexed hereto and marked as "Annexure- C".

Observations of Secretarial Auditors for the year ended 31st March 2020 andManagement Reply

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 2019-20 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 D" 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
Sd/-
Balkrishna Tendulkar
Chairman & Managing Director
DIN:02448116
Address: 3003 Relish Apartment
Place: Navi Mumbai Nirmal Lifestyle ACC Compound Road
Date: September 02 2020 Mulund (West) Mumbai - 400080.
Enclosures: Annexures A to D

FORM NO. MGT - 9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31.03.2020

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies

(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN L74900MH2010PLC200254
ii. Registration Date 19/02/2010
iii. Name of the Company Maestros Electronics & Telecommunications Systems Limited
iv. Category / Sub-Category of the Company Company limited by Shares Non-Government company
v. Address of the Registered office and contact details Plot No. EL/66 TTC Industrial Area Electronic Zone Mahape Navi Mumbai - 400701
vi. Whether listed company Yes Listed on BSE Limited.
vii. Name Address and Contact details of Registrar and Transfer Agent Link Intime India Pvt. Ltd C-101 1st Floor 247 Park Lal Bahadur Shastri Marg Vikhroli (West) Mumbai- 400083.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of theCompany shall be stated:

Sr. Name and Description of main No. products / services NIC Code of the Product / service % to total turnover of the Company
1. Electronics and Telecommunication (Industrial Panel Printer) 26309 49
2. Telemedicine Instrument (Healthcare Product) 2660 51

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES: Not Applicable

IV. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding:

Category of Shareholders No. of Shares held at the beginning of the year 01.04.2019 No. of Shares held at the end of the year 31.03.2020 % Change during the year*
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. PROMOTERS
(1) INDIAN
a. Individual /HUF 2946850 1557 2948407 59.6510 3246850 1557 3248407 61.9599 2.3089
b. Central Govt 0 0 0 0 0 0 0 0 0
c. State Govt(s) 0 0 0 0 0 0 0 0 0
d. Bodies Corporate 0 0 0 0 0 0 0 0 0
e. Banks / FI 0 0 0 0 0 0 0 0 0
f. Any Other 0 0 0 0 0 0 0 0 0
Sub-Total A (1) : 2946850 1557 2948407 59.6510 3246850 1557 3248407 61.9599 2.3089
(2) FOREIGN
a. NRIs - Individuals 0 0 0 0 0 0 0 0 0
b. Others - Individuals 0 0 0 0 0 0 0 0 0
c. Bodies Corporate 0 0 0 0 0 0 0 0 0
d. Banks / FI 0 0 0 0 0 0 0 0 0
e. Any Other 0 0 0 0 0 0 0 0 0
Sub-Total A (2): 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoters A=A (1) +A (2) 2946850 1557 2948407 59.6510 3246850 1557 3248407 61.9599 2.3089
B. Public Shareholding
1. INSTITUTIONS
a. Mutual Funds 0 0 0 0 0 0 0 0 0
b. Banks/Financial Institution 0 0 0 0 0 0 0 0 0
c. Central Govt. 0 0 0 0 0 0 0 0 0
d. State Govt.(s) 0 0 0 0 0 0 0 0 0
e. Venture Capital Funds 0 0 0 0 0 0 0 0 0
f. Insurance Companies 0 0 0 0 0 0 0 0 0
g. Foreign Venture Capital Investors 0 0 0 0 0 0 0 0 0
h. Foreign Portfolio Investor 0 0 0 0 0 0 0 0 0
i. Others (specify) 0 0 0 0 0 0 0 0 0
Foreign Bank 11250 0 11250 0.2276 11250 0 11250 0.2146 -0.0130
Sub-Total B (1) : 11250 0 11250 0.2276 11250 0 11250 0.2146 -0.0130
1. CENTRAL GOVERNMENT/ STATE GOVERNMENT(S)/ PRESIDENT OF INDIA 0 0 0 0 0 0 0 0 0
Sub Total (B)(2) 0 0 0 0 0 0 0 0 0
3. NON-INSTITUTIONS
a. Individuals
i. Individual shareholders holding nominal share capital upto Rs.1 lakh 405238 55861 461099 9.3288 369369 55059 424428 8.0955 -1.2333
ii. Individual shareholders holding nominal share capital in excess of Rs.1 lakh 955853 0 955853 19.3385 1170729 0 1170729 22.3304 2.9919
b. NBFCs registered with RBI 0 0 0 0 0 0 0 0 0
c. Overseas Depositories 0 0 0 0 0 0 0 0 0
d. Employee Trusts 0 0 0 0 0 0 0 0 0
e. Others (specify)
i Hindu Undivided Family 82191 0 82191 1.6629 77436 0 77436 1.4770 -0.1859
ii Non-Resident Indians (Non Repat) 3025 0 3025 0.0612 2325 0 2325 0.0443 -0.0169
iii Non-Resident Indians (Repat) 58786 0 58786 1.1893 9713 0 9713 0.1853 -1.0040
iv Clearing Member 25088 1733 26821 0.5426 1915 1733 3648 0.0696 -0.4730
v Bodies Corporate 387826 7500 395326 7.9981 287322 7500 294822 5.6234 -2.3747
Sub-Total B(3) : 1918007 65094 1983101 40.1213 1918809 64292 1983101 37.8255 -2.2958
Total Public Shareholding B=B(1) +B(2) + B(3) : 1929257 65094 1994351 40.3490 1930059 64292 1994351 38.0401 -2.3089
C. Non-Promoter - Non-Public
1. CUSTODIAN/DR HOLDER 0 0 0 0 0 0 0 0 0
2. EMPLOYEE BENEFIT TRUST (UNDER SEBI (SHARE BASED EMPLOYEE BENEFIT) REGULATIONS 2014) 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C): 4876107 66651 4942758 100.0000 5176909 65849 5242758 100.0000

ii. Shareholding of the Promoters:

Sr. Shareholder's Name No. Shareholding at the beginning of the year (01.04.2019) Shareholding at the end of the Year (31.03.2020)
No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the Company % of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 Mr. Balkrishna Kamalakar Tendulkar 2438713 49.3391 0 2738713 52.238 694802 2.8989
2 Dr Nitin Sadashiv Paranjape 457099 9.2479 0 457099 8.7187 -0.5292
3 Mr. Narendra Mahajani 50750 1.0268 0 50750 0.968 -0.0588
8 Mr. Bakhle Dhananjay Sadashiv 900 0.0182 0 900 0.0172 -0.001
9 Mr. Nandlal Bhimrajka 657 0.0133 0 657 0.0125 -0.0008
10 Mrs. Chitralekha K Menon 151 0.0031 0 151 0.0029 -0.0002
11 Mr. Krishna Kumar Menon 137 0.0028 0 137 0.0026 -0.0002
Total 2948407 59.6510 0 3248407 61.9599 694802 2.3089
iii. Change in Promoters' Shareholding:
Sr. No. Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Mr. Balkrishna Kamalakar Tendulkar
At the beginning of the year 2438713 46.5158 2438713 46.5158
Change during the year:
Allotment on 16/08/2019 300000 5.7222 2738713 52.2380
At the End of the year 2738713 52.2380 2738713 52.2380
2. Dr. Nitin Sadashiv Paranjape
At the beginning of the year 457099 8.7187 457099 8.7187
No Change during the year - - - -
At the End of the year 457099 8.7187 457099 8.7187
3. Mr. Narendra Mahajani
At the beginning of the year 50750 0.9680 50750 0.9680
No Change during the year - - - -
At the End of the year 50750 0.9680 50750 0.9680
4. Mr. Bakhle Dhananjay Sadashiv
At the beginning of the year 900 0.0172 900 0.0172
No Change during the year - - - -
At the End of the year 900 0.0172 900 0.0172
5. Mr. Nandlal Bhimrajka
At the beginning of the year 657 0.0125 657 0.0125
No Change during the year - - - -
At the End of the year 657 0.0125 657 0.0125
6. Mrs. Chitralekha K Menon
At the beginning of the year 151 0.0029 151 0.0029
No Change during the year - - - -
At the End of the year 151 0.0029 151 0.0029
7. Mr. Krishna Kumar Menon
At the beginning of the year 137 0.0026 137 0.0026
No Change during the year - - - -
At the End of the year 137 0.0026 137 0.0026

iv. Shareholding Pattern of Top Ten Shareholders:

(Other than Directors Promoters and Holders of GDRs and ADRs)

Sr. No. Shareholding at the beginning of the year Cumulative Shareholding during the year
For each of the Top 10 Shareholders No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Vinayak Deshpande
At the beginning of the year 159762 3.0473 159762 3.0473
No Change during the year - - - -
At the End of the year 159762 3.0473 159762 3.0473
2. Bipin Ramchandra Kulkarni
At the beginning of the year 104298 1.9894 104298 1.9894
No Change during the year - - - -
At the End of the year 104298 1.9894 104298 1.9894
3. Evermore Commodity Brokers Private Limited
At the beginning of the year 98137 1.8719 98137 1.8719
No Change during the year - - - -
At the End of the year 98137 1.8719 98137 1.8719
4. Premlata Ramesh Saraogi
At the beginning of the year 78750 1.5021 78750 1.5021
No Change during the year - - - -
At the End of the year 78750 1.5021 78750 1.5021
5. Greyhound Enterprises Pvt. Ltd
At the beginning of the year 64500 1.2303 64500 1.2303
No Change during the year - - - -
At the End of the year 64500 1.2303 64500 1.2303
6. Minesh Dharnendra Shah
At the beginning of the year 54498 1.0395 54498 1.0395
Transfer (Purchase): 02.08.2019 820 0.0156 55318 1.0551
Transfer (Purchase): 09.08.2019 574 0.0110 55892 1.0661
Transfer (Purchase): 16.08.2019 1180 0.0225 57072 1.0886
Transfer (Purchase): 23.08.2019 1000 0.0191 58072 1.1077
Transfer (Purchase): 30.08.2019 500 0.0095 58572 1.1172
Transfer (Purchase): 18.10.2019 3770 0.0719 62342 1.1891
Transfer (Purchase): 25.10.2019 1230 0.0235 63572 1.2126
Transfer (Purchase): 10.02.2020 9000 0.1716 72572 1.3842
At the End of the year 72572 1.3842 72572 1.3842
7. Deepak Bhuralal Sadhani
At the beginning of the year 50850 0.9699 50850 0.9699
Transfer (Purchase): 07.06.2019 1175 0.0224 52025 0.9923
Transfer (Purchase): 14.07.2019 5188 0.0990 57213 1.0913
Transfer (Purchase): 20.03.2020 4548 0.0867 61761 1.1780
Transfer (Purchase): 27.03.2020 1497 0.0286 63258 1.2066
At the End of the year 63258 1.2066 63258 1.2066
8. Mr. Ramesh Sawalram Saraogi
At the beginning of the year 0 0 0 0
Transfer (Purchase): 29.11.2019 56250 1.0729 56250 1.0729
At the End of the year 56250 1.0729 56250 1.0729
9. Ms. Gayatri Agarwal
At the beginning of the year 51677 0.9857 51677 0.9857
No Change during the year - - - -
At the End of the year 51677 0.9857 51677 0.9857
10. Ms. Vasundhara Atre
At the beginning of the year 50000 1.0729 50000 1.0729
No Change during the year - - - -
At the End of the year 50000 1.0729 50000 1.0729

v. Shareholding of Directors and Key Managerial Personnel

Sr. No. Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Mr. Balkrishna Kamalakar Tendulkar
At the beginning of the year 2438713 46.5158 2438713 46.5158
Change during the year:
Allotment on 16/08/2019 300000 5.7222 2738713 52.2380
At the End of the year 2738713 52.2380 2738713 52.2380
2. Ms. Vasundhara Atre
At the beginning of the year 50000 1.0729 50000 1.0729
No Change during the year - - - -
At the End of the year 50000 1.0729 50000 1.0729
2. Mr. Kiran Bhide ide
At the beginning of the year 0 0 0 0
No Change during the year 0 0 0 0
At the End of the year 0 0 0 0
2. Ms. Sujay Kulkarni
At the beginning of the year 0 0 0 0
No Change during the year 0 0 0 0
At the End of the year 0 0 0 0

V. INDEBTEDNESS

Indebtedness of the Company includes interest outstanding/accrued but not due forpayment.

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 25556172 - - 25556172
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 25556172 - - 25556172
Change in Indebtedness during the financial year
Addition 474674839 10100000 - 484774839
Reduction 426579588 1400000 - 427979588
Net Change 48095251 8700000 - 56795251
Indebtedness at the end of the financial year
i) Principal Amount 73651423 8700000 - 82351423
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 73651423 8700000 - 82351423

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Sr. Particulars of Remuneration No. Balkrishna Tendulkar Total Amount
1. Gross Salary 2378400 2378400
a. Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961 Nil Nil
b. Value of perquisites under Section 17(2) of Income Tax Act 1961 Nil Nil
c. Profits in lieu of salary under Section 17(3) of Income Tax Act 1961 Nil Nil
2. Stock Options Nil Nil
3. Sweat Equity Nil Nil
4. Commission Nil Nil
- as a % of Profit Nil Nil
- others specify Nil Nil
5. Others please specify Nil Nil
Ceiling as per the Act 3000000 3000000

B. Remuneration to other Directors:

Sr. Particulars of Remuneration No. Name of Directors Total Amount
Dr. Nitin Sadashiv Paranjape Mr. Narendra Mahajani Ms. Vasundhara Atre Mr. Kiran Vasant Bhide Ms. Sujay Kulkarni
1. Independent Directors - - - - - -
Fee for attending board / committee meetings - - - - -
Commission - - - - -
Others please specify - - - - -
Total(1) - - - - -
2. Other Non-Executive Directors - - - - -
Fee for attending board / committee meetings - - - - -
Commission - - - - -
Others please specify - - - - -
Total(2) - - - - -
Total (B)=(1+2) - - - - -
Total Managerial Remuneration - - - -

C. Remuneration to Key Managerial Personnel other than MD / Manager/ WTD

Sr. Particulars of Remuneration No. Key Managerial Personnel
Company Secretary Chief Financial Officer Total
1 Gross salary - 670000 670000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - -
(c) Profits in lieu of salary under section 17(3) Income tax Act 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit - - -
- others specify - - -
5 Others please Specify (Professional Fees) 160000 - 160000
Total 160000 670000 830000

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD /NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
B. DIRECTORS
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. OTHER OFFICERS IN DEFAULT
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
For and on behalf of the Board of Directors
For Maestros Electronics & Telecommunications Systems Limited
Sd/-
Balkrishna Tendulkar
Chairman & Managing Director
DIN:02448116
Place: Navi Mumbai Address: 3003 Relish Apartment Nirmal Lifestyle ACC Compound Road
Date: September 02 2020 Mulund (West) Mumbai - 400080.

.