Mar 31, 2018
Dear Shareholders,
The Directors have pleasure in presenting their Ninth Annual Report together with the Audited Accounts of the Company for the period ended 31st March, 2018.
1. Financial Highlights
(Amount in Rs)
Particulars |
2017-18 |
2016-17 |
Total Income |
10,13,83,612 |
14,30,73,040 |
Expenses |
10,33,95,842 |
13,27,60,785 |
Profit & (Loss) before Tax |
(20,12,230) |
1,03,12,255 |
Exception and Extraordinary items |
- |
- |
Profit & (Loss) before Tax |
(20,12,230) |
1,03,12,255 |
Less: Tax expense |
5,27,786 |
32,77,261 |
Profit/Loss after tax |
(25,40,016) |
70,34,994 |
2. Review of Performance:
The total revenue from the operations for the year ended March 31, 2018 amounted to Rs. 9,31,53,056 as against Rs. 13,78,55,335 in a previous financial year 2016-17, and has decreased by 32.43% over the last year.
Transfer to Reserves
The Company has not transferred any amount to General Reserve. However, in order to conserve the resources the Directors have decided to retain the entire amount.
Dividend
With a view to conserve resources for funding any future business requirements and expansion 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 & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.
Major events during the year:
Conversion of 4,00,000 Convertible Equity Warrants into 4,00,000 Equity Shares on 21st April, 2017.
Report on Performance of Subsidiaries, Associates and Joint Venture Companies
During the year under review, your Company did not have any subsidiary, associate and joint 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 |
Appointment
Mr. Kiran Bhide was appointed as Non-Executive Independent Directors of the Company w.e.f. 16th October, 2017.
Re-Appointment
Mrs. Vasundhara Atre (DIN 02937582) was appointed as Independent Director for a period of five years upto 31st March, 2019. Thus it is proposed to re-appoint her as Independent Director of the Company for a second term of five years from 1st April, 2019 to 31st March, 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 of the Company, Mr. Nitin Paranjape (DIN: 00575053), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. He has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 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 which he holds directorship and / or membership / chairmanship of Committees of the Board, as stipulated 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 as forming part of this Report.
Declaration by Independent Director
All Independent Directors have given declarations that they meet with the criteria of Independence 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 transactions with the Company which may have potential conflict with the interests of the Company at large.
Number of Board Meetings
During the Financial year 2017-18, total 7 (Seven) meetings of the Board of Directors were held on 21st April, 2017, 29th May, 2017, 11th August, 2017, 5th September, 2017, 16th October, 2017, 8th December, 2017 and 13th February, 2018 respectively. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.
The Company has complied with the applicable Secretarial Standards in respect of all the above Board meetings.
Committees of the Board
The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders'' Relationship Committee
The details regarding composition and meetings of these committees held during the year under review as also the meetings of the Board of Directors are given in the Corporate Governance 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 made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out formal annual evaluation of its own performance, performance of its various Committees and individual directors. The manner in which the evaluation 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 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee of the Company has laid down a policy on the selection and appointment of Directors and the Senior Management of the Company and their remuneration including criteria for determining qualifications, positive attributes, independence 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 the Companies Act, 2013 in prescribed format is attached as "Annexure A" to this Report.
Risk Management
The details of the risk management framework adopted and implemented by the Company are given in the Corporate Governance Report which may be taken as forming part of this Report.
Adequacy of Internal Controls with reference to Financial Statements
In accordance with the opinion of the auditors, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018.
Vigil Mechanism
The Company has established a vigil mechanism to enable directors and employees to report genuine concerns and grievances about any incident of violation / potential violation of law or the Code of Conduct laid down by the Company. The mechanism lays down the overall framework and guidelines for reporting genuine concerns. The details of this mechanism are given in the Corporate Governance Report which may be taken as forming part of this Report.
Green Initiatives
Pursuant to Sections 101 and 136 of the Companies Act, 2013, the Company will be sending Annual Report through electronic mode i.e. email to all the shareholders who have registered their email addresses with the Company or with the Depository to receive Annual Report 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 in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Policies and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.
Environment and Safety
The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental Regulations and preservation of natural 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 and investments under Section 186.
Transactions with Related Parties
The Company has not entered into any transactions/contracts/arrangements referred to in Section 188(1) of Companies Act, 2013 with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 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 to Directors'' Responsibility Statement, it is hereby confirmed:
a. that in the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 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 of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the directors had prepared the annual accounts for the financial year ended 31st March, 2018, on a ''going concern'' basis.
e. that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;
f. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the, is given separately which may be taken as forming part as "Annexure B" to this Report.
Report on Corporate Governance
A report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report and a Certificate from the Auditors of the Company, confirming compliance with the provisions of Corporate Governance, is attached "Annexure C" to this Report.
Statutory Auditors
M/s DMKH & Co, Chartered Accountants, Mumbai, (Firm Registration Number - 0116886W) the Statutory Auditors of the Company hold office until the conclusion of the Annual General Meeting of the Company for the year ended 2018-2019 (subject to ratification of appointment 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 139 of the Companies Act, 2013) has been notified whereby ratification of Statutory Auditor''s appointment 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 their report for the financial year ended 31st March 2018 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Vijay Tiwari & Associates, Company Secretary in Practice to undertake the secretarial audit of the Company. The Secretarial Audit Report given by the Secretarial Auditor is attached as "Annexure D" to this Report.
Observations of Secretarial Auditors for the year ended 31st March 2018 and Management Reply
The Companies has not appointed Internal Auditor which is required to be appointed under Sec. 138 of the Companies Act, 2013.
The Company has also not appointed Company Secretary in whole time employment of the Company 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 of Company Secretary and Chief Financial Officer and it will ensure to appoint such persons at the earliest in ensuing financial year. Further, with regards to appointment of internal auditor as per Sec. 138 of the Companies Act, 2013, Company will take adequate measures 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 Company under 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 the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.
Public Deposits
During the year under review, your Company has not accepted or invited any deposits from public within the meaning of Chapter V of the Companies Act, 2013 and applicable rules 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 related information required to be disclosed under Section 197 (12) of the Companies Act, 2013 and the Rules made thereunder are given in "Annexure E" to this Report.
Material changes and commitments, if any, affecting the Financial Position of the Company:
i) Conversion of 4,00,000 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 September, 2018.
Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange 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 energy consumption. Specific and total energy consumption is tracked at individual factory/block level and also at consolidated manufacturing level. Apart from regular practices and measures for energy conservation, many new initiatives were driven across the units. Some of 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 energy consumption. The Company is evaluating other sources of energy.
Capital investment on energy conservation equipments: N.A.
Technology Absorption
Efforts made towards technology absorption, adaptation and innovation and benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution, etc The Company is in Process of Developing the ways for technology absorption, adaptation and innovation.
In case of imported technology (imported during the last 3 years reckoned from the beginning 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 year and the foreign exchange outgo during the year in terms of actual outflows is furnished in the Notes to Accounts.
General Disclosures
Your Directors state that no disclosure or reporting is required in respect of the following 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 no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
II. The Company has not issued any sweat equity shares during the year under review and hence 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 Scheme during the year under review and hence no information as per provisions of Section 62(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 voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 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 mentioned under 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 current financial 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 future operations.
Acknowledgements
Your Directors take this opportunity to express their appreciation to the Investors, Banks, Financial Institutions, Clients, Vendors, Central and State Governments and other Regulatory 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 September,2018 Nirmal Lifestyle, Acc Compound Rd,
Place : Navi MumbaI Mulund (West), Mumbai - 400 080.
Mar 31, 2015
Dear Shareholders,
The Directors have pleasure in presenting their Sixth Annual Report
together with the Audited Accounts of the Company for the period ended
31st March, 2015.
1. Financial Highlights
Current Year Previous Year
Particulars (2014-15) (2013-14)
Total Income 17,08,89,850 14,68,53,899
Less: Expenditure 15,08,87,149 13,36,21,045
Profit before Depreciation,
Finance Charges and Tax 2,00,02,701 1,32,32,854
Less: Interest and
Financial Charges 41,98,665 25,36,107
Less: Depreciation 55,63,485 38,70,569
Profit before Tax 102,40,551 68,26,178
Less: Provision for Taxation 35,09,478 10,87,250
Profit / (Loss) after tax 67,31,073 57,38,928
Less: Prior Period
Taxation Adjustment
Add: Deferred Tax (1,64,199) 5,14,513
Profit for the year 68,95,272 52,24,415
Add: Balance brought forward
from previous year 3,55,88,096 3,03,63,681
Profit available for
appropriation (Appropriated
as per Scheme of
Arrangement)
Less: Appropriations
Transfer to General Reserve - -
Balance carried forward 4,24,83,368 3,55,88,096
2. Review of Performance:
The Companies growth considering the past few years performance was
outstanding. The Company is giving its best for increasing profits from
year to year. The total revenue from the operations for the year ended
March 31, 2015 amounted to Rs.16.53 Crores, as against Rs.14.30 Crores
in a previous financial year 2013-14, and has increased by 15.59% over
the last year.
Major events during the year:
- Post completion of financial year 2013-14, the Company got listed on
Bombay Stock Exchange under "T" segment vide: BSE Notice No:
20140613-09 dated 13th June 2014 with effect from 17th June 2014 with
the scrip Code: 538401
- Preferential allotment
The Members at their Annual General Meeting held on 22nd December, 2014
passed a special resolution according their consent to the Board for
issue and allotment of 4,00,000 equity shares of Rs. 10/- each at a
premium of Rs.15/- per share to Mr. Narendra Mahajani, Mr. B.K.
Tendulkar, Mrs. Vasundhara Atre, Mr. Vinayak Deshpande and Mr. Bipin
Kulkarni. on preferential allotment basis. Accordingly, the Board
allotted 4,00,000 equity shares on 10th February, 2015 The Company has
complied with all applicable provisions of the Act, listing agreement
and SEBI regulation.
Dividend:
With a view to conserve resources for funding any future business
requirements and expansion plans, your Directors have not recommended
any dividend for the current period.
Directors and Key Managerial Personnel:
Mr. B. K. Tendulkar is the Chairman and Managing Director of the
Company. Mr. N. P. Mahajani and Dr. N. S. Paranjape are Non
Executive Non Independent Directors of the Company. Mr. Murlidharan
Nair and Mrs. Vasundhara Atre are Non Executive Independent Directors
of the Company.
During the year Mrs. Vasundhara Atre was designated and Mr. Ashish
Inamdar was appointed as Non Executive Independent Directors for 5
years i.e. upto 21st December, 2019 pursuant to the sections 149, 152
and 160 of the Companies act, 2013 in the Annual General Meeting held
on 22nd December, 2014.
During the year under consideration, Mr. Ashish Inamdar, Non Executive
Independent Director has ceased to be associated with company from 5th
March, 2015 due to the sad demise.
In terms of Section 152 of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Narendra Prabhakar Mahajani (DIN:
01048676), retires by rotation at the ensuing Annual General Meeting
and being eligible, offers himself for re-appointment. He has confirmed
that he is not disqualified from being appointed as Director in terms
of Section 164 of the Companies Act, 2013. A brief resume of Mr.
Narendra Prabhakar Mahajani, nature of his expertise in specific
functional areas and names of the Companies in which he holds
directorship and / or membership / chairmanship of Committees of the
Board, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchange/s, is given in the Corporate Governance Report which may
be taken as forming part of this Report.
All Independent Directors have given declarations that they meet with
the criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
None of the Non-Executive Directors had any pecuniary relationships or
transactions with the Company which may have potential conflict with
the interests of the Company at large.
Committees of the Board:
The Board of Directors of your Company has constituted the following
committees in terms of the provisions of the Companies Act, 2013 and
the Listing Agreement:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders' Relationship Committee
The details regarding composition and meetings of these committees held
during the year under review as also the meetings of the Board of
Directors are given in the Corporate Governance 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 made there under and the Listing Agreement, the Board has
carried out formal annual evaluation of its own performance,
performance of its various Committees and individual directors. The
manner in which the evaluation 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,
the Nomination and Remuneration Committee of the Company has laid down
a policy on the selection and appointment of Directors and the Senior
Management of the Company and their remuneration including criteria for
determining qualifications, positive attributes, independence 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 the Companies Act, 2013 in prescribed format is attached
as "Annexure A" to this Report.
Risk Management:
The details of the risk management framework adopted and implemented by
the Company are given in the Corporate Governance Report which may be
taken as forming part of this Report.
Adequacy of Internal Controls with reference to Financial Statements:
The company is in process of building up processes and standard
operating guidelines in all areas of operations. Standard processes
ensure smooth functioning of activities and zero ambiguity in the mind
of people who are actually executing the operations.
Vigil Mechanism:
The Company has established a vigil mechanism to enable directors and
employees to report genuine concerns and grievances about any incident
of violation / potential violation of law or the Code of Conduct laid
down by the Company. The mechanism lays down the overall framework and
guidelines for reporting genuine concerns. The details of this
mechanism are given in the Corporate Governance Report which may be
taken as forming part of this Report. These are also posted on the
website of the Company.
Particulars of loans, guarantees and investments:
Full particulars of loans and guarantees given and investments made
under Section 186 of the Companies Act, 2013 are given separately in
the financial statements of the Company which may be taken as forming
part of this Report.
Transactions with related parties:
Particulars of contracts or arrangements with related parties referred
to in sub- section (1) of Section 188 of the Companies Act, 2013 in
prescribed format are attached as "Annexure B" to this Report.
Directors' Responsibility Statement:
Pursuant to the requirements under 134(3)(c) of the Companies Act, 2013
with respect to Directors' Responsibility Statement, it is hereby
confirmed:
1. that in the preparation of the annual accounts for the year ended
31st March, 2015, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
2. that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31 st March, 2015 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 of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. that the directors had prepared the annual accounts for the
financial year ended 31st March, 2015, on a 'going concern' basis.
5. that the directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and operating effectively;
6. that the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Management Discussion and Analysis Report:
The Management Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement, is
given separately which may be taken as forming part as "Annexure C" to
this Report.
Report on Corporate Governance:
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report and a Certificate
from the Auditors of the Company, confirming compliance with the
provisions of Corporate Governance, is attached "Annexure D" to this
Report.
Statutory Auditors and its Report:
M/s DMKH & Co, Chartered Accountants, Mumbai, (Registration Number Â
116886W) the Statutory Auditors of the Company hold office until the
conclusion of the Annual General Meeting of the Company for the year
ended 2018-2019 (subject to ratification of appointment by the members
at every Annual General Meeting held after this Annual General Meeting)
The Statutory Auditors viz. DMKH & Co, Chartered Accountants, Mumbai,
(Registration Number  116886W) have confirmed for their ratification,
if made, would be within the prescribed limits under Section 139 of the
Companies Act, 2013 and that they are not disqualified for
re-appointment within the meaning of Section 139 of the said Act.
Observations of Statutory Auditors for the year ended 31st March 2015:
Point iv. of Annexure To Independent Auditors' Report :
In our opinion and according to the information and explanations given
to us there are not adequate internal control procedures commensurate
with the size of the Company and the nature of its business with
regards to the purchase of inventory, sale of goods and services, Trade
Payable and Trade Receivable. During the course of our audit, other
than aforesaid we have neither come across nor have been informed of
any continuing failure to correct major weaknesses in the aforesaid
internal control system.
Management Reply:
The Company is in the process of setting up adequate internal control
commensurate with the size of the Company and the nature of its
business with regards to the purchase of inventory, sale of goods and
services, Trade Payable and Trade Receivable.
Point vii. (a). of Annexure to Independent Auditors' Report :
According to the information and explanation given to us the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues including income tax, wealth tax, service tax, customs
duty, excise duty, cess and other material statutory dues applicable
except in case of deduction and depositing of Professional tax of
Company.
Management Reply:
The Company is regular in depositing its statutory dues with
appropriate authorities and takes appropriates measures for the payment
within the statutory period. However, due to pendency of some
statutory approval and inadvertently delay, the Company could not
complied with statutory provisions relating to professional tax.
However, the Company ensures to comply with the said provisions in
ensuing financial year.
Secretarial Auditor and its Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. Vijay Kumar
Tiwari & Associates, Company Secretary in Practice to undertake the
secretarial audit of the Company. The Secretarial Audit Report given by
the Secretarial Auditor is attached as "Annexure E" to this Report.
Observations of Secretarial Auditors for the year ended 31st March 2015
and Management Reply:
Observation:
a. The Companies has not appointed Internal Auditor which is required
to be appointed under sec. 138 of the Companies Act, 2013.
b. The Company has also not appointed Company Secretary in whole time
employment of the Company 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 of Company secretary and Chief Financial Officer and it will
ensure to appoint such persons at the earliest in ensuing financial
year. Further, with regards to appointment of internal auditor as per
sec. 138 of the Companies Act, 2013, Company will take adequate
measures for the same.
Public Deposits:
During the year under review, your Company has not accepted or invited
any deposits from public within the meaning of Chapter V of the
Companies Act, 2013 and applicable rules made there under or any
amendment or re-enactment thereof.
Particulars of remuneration to employees, etc.:
The particulars of remuneration to directors and employees and other
related information required to be disclosed under Section 197 (12) of
the Companies Act, 2013 and the Rules made there under are given in
"Annexure F" to this Report.
Particulars regarding Conservation of Energy, Technology Absorption and
Foreign Exchange 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 energy consumption. Specific and total energy consumption is
tracked at individual factory/block level and also at consolidated
manufacturing level. Apart from regular practices and measures for
energy conservation, many new initiatives were driven across the units.
Some of them are mentioned below
- Use of natural Lightning and natural ventilation
- LED Lights in office in place of CFL in offices
- Encouraging Go Green Initiatives
2. The steps taken by the company for utilizing alternate sources of
energy:
The manufacturing units continue to put in effort to reduce specific
energy consumption. 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
and Benefits derived as a result of the above efforts e.g. product
improvement, cost reduction, product development, import substitution,
etc
- The Company is in Process of Developing the ways for technology
absorption, adaptation and innovation.
- In case of imported technology (imported during the last 3 years
reckoned from 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 year and the foreign exchange outgo during the year in terms
of actual outflows is furnished in the Notes to Accounts.
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 future operations.
Acknowledgements:
Your Directors take this opportunity to express their appreciation to
the Investors, Banks, Financial Institutions, Clients, Vendors, Central
and State Governments and other Regulatory 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/-
B. K. Tendulkar
Managing Director
Place: Navi Mumbai
Date: 28.08.2015
DIN : 02448116
Encl.: Annexure A to F
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting their Fifth Annual Report
together with the Audited Accounts of the Company for the period ended
31st March, 2014.
1. Financial Results
Particulars Current Year Previous Year
Total Income 14,68,53,899 10,31,55,456
Less: Expenditure 13,36,21,045 9,55,94,363
Profit before Depreciation, Finance
Charges and Tax 1,32,32,854 75,61,093
Less: Interest and Financial Charges 25,36,107 6,51,663
Less: Depreciation 38,70,569 26,77,125
Profit before Tax 68,26,178 42,32,306
Less: Provision for Taxation 10,87,250 5,73,120
Profit / (Loss) after tax 57,14,389 36,59,186
Less: Prior Period Taxation Adjustment - 6,54,341
Add: Deferred Tax 5,14,513 1,00,921
Profit for the year 52,24,415 29,03,924
Add: Balance brought forward from
previous year 3,03,63,681 2,74,59,757
Profit available for appropriation - -
(Appropriated as per Scheme of
Arrangement)
Less: Appropriations Transfer to
General Reserve - -
Balance carried forward 3,55,88,096 3,03,63,681
2. Particulars of Employees
Information required pursuant to the provisions of Section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended, is mentioned as an Annexure to this
report.
3. Public Deposits
The Company has not accepted any Fixed Deposits from the Public /
Shareholders.
4. Dividend
With a view to conserve resources for funding any future business
requirements and expansion plans, your Directors have not recommended
any dividend for the current period.
5. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Disclosure of information in accordance with the provisions of Section
217(1) (e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 regarding conservation of energy and technology absorption is not
applicable to your Company.
The particulars regarding foreign exchange earnings and foreign
exchange expenditure during the year of Rs. 90.32 lacs and Rs.2.42 lacs
respectively are as appearing in Note no. X (d) of the Notes to
Accounts.
6. Share Capital
As on 31st March, 2014, the Authorized Capital was Rs.4,00,00,000/-
divided into 40,00,000 Equity Shares of Rs.10/- each and Paid up Share
capital of the Company is Rs. 3,27,99,450/- divided into 32,79,945
Equity Shares of Rs. 10/- each.
7. Directors
Mr. B. K. Tendulkar is the Chairman and Managing Director of the
Company. Mr. N. P. Mahajani and Dr. N. S. Paranjape are Non Executive
Non Independent Directors of the Company. Mr. Murlidharan Nair and Mrs.
Vasundhara Atre are Non Executive Independent Directors of the Company.
8. Directors Responsibility Statement
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, and based on representations received from operating management,
the Directors hereby confirm that:
- in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
- they have selected such accounting policies in consultation with the
statutory auditors and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2014;
- they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
- They have prepared the annual accounts on a going concern basis.
9. Statutory Auditors
M/s. R A R & Associates, Chartered Accountants, Mumbai, the statutory
auditors of the Company retire at the conclusion of the forthcoming
Annual General Meeting and being eligible, have offered themselves for
re- appointment. The Board requests you to re-appoint them and fix
their remuneration for the year 2014-15.
The Company has received a Certificate from them to the effect that
their re-appointment, if made, would be within the limits prescribed
under Section 141(3)(g) of the Companies Act, 2013 and that they are
not disqualified from being appointed as the Statutory Auditor of the
Company.
10. Material Events
Post completion of financial year 2013-14, the Company has got listed
on Bombay Stock Exchange under "T" segment vide: BSE Notice No:
20140613-09 dated 13th June 2014 with effect from 17th June 2014 with
the scrip Code: 538401
11. Acknowledgement
The Board of Directors of the Company wish to place on record their
thanks and appreciation to Government agencies, all the members and
executives for their contribution and support to the Company.
Date: 25th November, 2014 For and On Behalf of Board of Directors
Place: Mumbai
Sd/- Sd/-
B. K. Tendulkar N. P. Mahajani
Managing Director Director
DIN: 02448116 DIN: 01048676
Add: 601, Yashika Apt, G-1304, Eternity CHS,
Plot No. 113, Shri Krishna Teen Hath Naka,
Nagar, Borivali (E), Thane (W), Thane -
Mumbai-4000066 400604