Maestros Electronics & Telecommun. Systems Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting their Tenth Annual Report together with the Audited Accounts of the Company for the period ended 31st March, 2019.

1. Financial Highlights

(Amount in Rs)

Particulars 2018-19 2017-18
Total Income 10,10,81,233 10,13,83,612
Expenses 9,63,93,189 10,33,95,842
Profit & (Loss) before Tax 46,88,044 (20,12,230)
Exception and Extraordinary items - -
Profit & (Loss) before Tax 46,88,044 (20,12,230)
Less: Tax expense 12,44,304 5,27,786
Profit/Loss after tax 34,43,740 (25,40,016)
Other Comprehensive Income 270,613 282,786
Total Comprehensive Income 37,14,353 (22,57,230)

2. Review of Performance:

The total revenue from the operations for the year ended March 31, 2019 amounted to Rs. 9,53,18,737 as against Rs. 9,31,53,056 in a previous financial year 2017-18, and has increased by 2.32% over the last year. Focus efforts have been placed on expanding the end applications of our product line over the last several years which has helped in yield strong results this year, offering healthy sustainability for the years to come. This diversification, in end application has also simultaneously diversified clients and end destinations

Companys products globally, de-risking our portfolio Because of your companys product qualitystandards,wehavebeenabletomaintainsteadyrelationships with our long standing customers along with building relationships with several new customers.

The company has a very strong order book position and expected to maintain the same or higher growth trend. The cost control at every stage of operations with the increase level of operations resulted in product cost improvement.

Nature of Business

There was no change in nature of the business of the Company, during the year under review

Transfer to Reserves

In order to conserve the resources the Directors have decided to retain and had not transferred any amount to General Reserve for the financialyear 2018-2019.

Dividend

With a view to conserve resources for funding any future business requirements and expansion plans, the Directors have not recommended any dividend for the financialyear 2018-2019.

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.

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

The Members of the Company had approvedonpreferentialbasis the allotment (in one or more tranches) of 2,46,155EquitySharesinthe9 held on 28th September, 2018. Considering th AnnualGeneral Meeting the same , the first tranche of 2,32,813 shares out of 2,46,155 Equity Shares was issued to Mr. Balkrishna Tendulkar, Promoter of the Company in the Board meeting held on 13th December, 2018 which was duly allotted by passing a Circular Resolution, dated 18th December, 2018.

The Members of the Company had approved on preferential basis the allotment (in one or more tranches) of 6,00,000 Equity Warrants in the 9th Annual General Meeting held on 28th September, 2018. Considering the same , the first tranche of 5,67,479 Equity Warrants out of 6,00,000 Equity Warrants was issued to Mr. Balkrishna Tendulkar, Promoter of the Company in the Board meeting held on 13th December, 2018 which was duly allotted bypassing dated 18th December, 2018. CircularResolution,

The company has signed an agreement with Gandhi Foundation, Tamil Nadu as exclusive partner for supply of Tele-Health kiosk. This is for implementation of rural telemedicine network in state Tamil Nadu & Pondicherry. The order is worth Rs. 80.19 Crores. The pilot implementation will commence in Q4 of 2018-19 and billing will start reflecting only by Q2 of the 2019-20. The implementation timelines is 24 Months. Being a government order it carries a risk of project execution delays and payment realisation 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 and joint venture company.

Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

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

*Pursuant to the disqualification incurred under the provisions of section 164(2) of Companies Act, 2013, Mr. Narendra Prabhakar Mahajani was not able to serve the Board of the Company.

** Mr. Nitin Sadashiv Paranjape has resigned from the Board of Directors with effect from 10th July, 2019.

# Mr. Sanjeev Vijayan has been appointed as the Chief Financial Officer of the Company with effect from 30th ##Ms. Priyanka Nagda has been appointed as the Company Secretary of the Company with effect from 30th May, 2019

Appointment

No Director has been appointed during the financial year ended 31st March, 2019.

Resignation

No Director has resigned during the financial year ending 31st March, 2019.

TELECOMMUNICATIONS SYSTEMS LIMITED

Retirement by Rotation

In terms of Section 149 & 152(6) of the Companies Act, Articles of Association made thereunder, stipulate that at least 2/3rd of the Directors of the Company other than independent directors, are liable to retire by rotation every year, 1/3rd of which shall retire at the Annual General meeting of the Company. Accordingly Mr. Balkrishna Kamalakar Tendulkar (DIN: 02448116), 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.

Declaration by Independent Director

All Independent Directors have given declarations as per section 149(7) of Companies Act that they meet with the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013. 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.

Evaluation by Independent Director

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive director.

Number of Board Meetings

During the Financial year 2018-19, total 9 (Nine) meetings of the Board of Directors were held on the following dates respectively.

Date of meeting Names of Directors as on the date of meeting Directors Present
1 7th April, 2018 1. Mr. Balkrishna Tendulkar 1. Mr. Balkrishna Tendulkar
2. Mr. Narendra Mahajani 2. Mr. Narendra Mahajani
3. Mrs. Vasundhara Atre 3. Mrs. Vasundhara Atre
4. Mr. Nitin Paranjape 4. Mr. Nitin Paranjape
5. Mr. Kiran Bhide 5. Mr. Kiran Bhide
2 29th May, 2018 1. Mr. Balkrishna Tendulkar 1. Mr. Balkrishna Tendulkar
2. Mr. Narendra Mahajani 2. Mr. Narendra Mahajani
3. Mrs. Vasundhara Atre 3. Mrs. Vasundhara Atre
4. Mr. Nitin Paranjape 4. Mr. Nitin Paranjape
5. Mr. Kiran Bhide 5. Mr. Kiran Bhide
3 20th June,2018 1. Mr. Balkrishna Tendulkar 1. Mr. Balkrishna Tendulkar
2. Mr. Narendra Mahajani 2. Mr. Narendra Mahajani
3. Mrs. Vasundhara Atre 3. Mr. Kiran Bhide
4. Mr. Nitin Paranjape
5. Mr. Kiran Bhide
4 14th August, 2018 1. Mr. Balkrishna Tendulkar 1. Mr. Balkrishna Tendulkar
2. Mr. Narendra Mahajani 2. Mr. Narendra Mahajani
3. Mrs. Vasundhara Atre 3. Mrs. Vasundhara Atre
4. Mr. Nitin Paranjape 4. Mr. Nitin Paranjape
5. Mr. Kiran Bhide 5. Mr. Kiran Bhide
5 1st September, 2018 1. Mr. Balkrishna Tendulkar 1. Mr. Balkrishna Tendulkar
2. Mr. Narendra Mahajani 2. Mr. Narendra Mahajani
3. Mrs. Vasundhara Atre 3. Mrs. Vasundhara Atre
4. Mr. Nitin Paranjape 4. Mr. Nitin
5. Mr. Kiran Bhide 5. Mr. Kiran Bhide
6 8th October, 2018 1. Mr. Balkrishna Tendulkar 1. Mr. Balkrishna Tendulkar
2. Mr. Narendra Mahajani 2. Mr. Narendra Mahajani
3. Mrs. Vasundhara Atre 3. Mrs. Vasundhara Atre
4. Mr. Nitin Paranjape 4. Mr. Nitin Paranjape
5. Mr. Kiran Bhide 5. Mr. Kiran Bhide
7 14th November, 2018 1. Mr. Balkrishna Tendulkar 1. Mr. Balkrishna Tendulkar
2. Mr. Narendra Mahajani 2. Mr. Narendra Mahajani
3. Mrs. Vasundhara Atre 3. Mrs. Vasundhara Atre
4. Mr. Nitin Paranjape 4. Mr. Kiran Bhide
5. Mr. Kiran Bhide
8 13th December, 2018 1. Mr. Balkrishna Tendulkar 1. Mr. Balkrishna Tendulkar
2. Mr. Narendra Mahajani 2. Mr. Narendra Mahajani
3. Mrs. Vasundhara Atre 3. Mrs. Vasundhara Atre
4. Mr. Nitin Paranjape 4. Mr. Kiran Bhide
5. Mr. Kiran Bhide
9. 14th February, 2019 1. Mr. Balkrishna Tendulkar 1. Mr. Balkrishna Tendulkar
2. Mr. Narendra Mahajani 2. Mr. Narendra Mahajani
3. Mrs. Vasundhara Atre 3. Mrs. Vasundhara Atre
4. Mr. Nitin Paranjape 4. Mr. Nitin Paranjape
5. Mr. Kiran Bhide 5. Mr. Kiran Bhide

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

Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the company has constituted an Audit Committee of the Directors; the composition of the same is in accordance with the Act. The object of the Audit Committee is to monitor and effectively supervise the Companys financial reporting process with a view to provide accurate, timely and proper disclosure and oversee the integrity and quality of the financial reporting.

The Committee acts as a link between the Statutory Auditors and the Board of Directors of the Company. The details of Composition and meetings of the Audit a) Brief description of terms of reference:

The terms of reference of the Audit Committee are wide enough to cover the matters specified for Audit Committees under Regulation 18 of the SEBI (Listing Obligation And Disclosure Requirements) Regulation, 2015 as well as in Section 177 of the Companies Act, 2013 b) Composition, Name of Members and

Composition Category of Directorship Member/ Chairperson No. of Meetings Attended
1. Vasundhara Atre Non-Executive & Independent Director Chairperson 5/5
2. Narendra Mahajani* Non-Executive Director Member 5/5
3. Mr. Kiran Bhide Non-Executive & Independent Director Member 5/5

* Pursuant to the disqualification incurred under the provisions of section 164(2) of Companies Act, 2013, Mr. Narendra Prabhakar Mahajani was not able to serve the Board of the Company.

c) Meetings and Attendance during the year:

During the yearfive meetings were held, i.e. on May 29 2018, August 14 2018, September 01 2018, November 14 2018 and February 14 2019. All the Directors were present in the meeting.

Nomination and Remuneration Committee

The Company hasdulyconstituted Nomination and Remuneration Committee consisting of three Non-

Executive Director out of which half of them are Independent Director complying with 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 senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director, ii. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board independence Policyndence of a director and recommend to the Board ad aos 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 the Board of Directors or as may be directed by the Board of Directors from time b) Composition, Name of Members and Chairperson:

Composition Category of Directorship Member/ Chairperson No. of Meetings Attended
1. Ms. Vasundhara Atre Non-Executive & Independent Director Chairperson 2/2
2. Mr. Nitin Paranjape **Non-Executive Director Member 2/2
3. Mr. Kiran Vasant Bhide Non-Executive & Independent Director Member 2/2

** Mr. Nitin Sadashiv Paranjape has resigned from the Board of Directors with effect from 10th July, 2019. c) Meetings and Attendance during the year:

Two meeting of the Nominationand Remuneration Committee were held during the year, on 29 May, 2018 and September 01, 2018.

All the Directors were present at both the meeting.

Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013 the the Stakeholders Relationship Committee for speedy disposal of Grievances/ complaints relating to Shareholders/investors transfer of shares, non-receipt of declared dividend, non-receipt of Balance Sheet and Profit & loss Account etc.

The Company maintains continuous interaction with the Registrar and Transfer Agent of the Company (RTA) and takes proactive steps and actions for resolving complaints/queries of the shareholders/investors. The Committee oversees the performance of the RTA and recommends measures for overall improvement in the quality of investor services. Mr. B.K. Tendulkar has been appointed as the Compliance Officer.

The details regarding compositionand meetings of these committees held during the year under review as also the meetings of the Board of Directors are given below: a) Name of Non-Executive Director heading the Committee:

Mr. Narendra Mahajani (Chairman)

b) Name and Designation of Compliance Officer:

Mr. Balkrishna Tendulkar

c) Number of shareholders complaints received so far:

No complaints were received from the shareholders of the Company during the financial year 2018-19.

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 Independent Directors held their separate meeting on 7th April, 2018 and 14th February, 2019, without the attendance of non-independent directors and 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 the views of executive directors and non-executive directors; and 03. Assess the quality, quantity and timelinessof flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.

Board Evaluation

Pursuant to the provisionsoftheCompaniesAct,2013andRegulation25 of SEBI (Listing Obligation And

Disclosure Requirements) Regulations, 2015 the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. The evaluation exercise was carried out on various aspects of the Boards functioning such Board & committees, experience & competencies, performance of the duties and obligations, governance issues, etc. The manner in which the evaluation has been carried out has been explained below:

Performance Evaluation criteria:

Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman by theNominationandRemuneration as per the structured mechanism 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 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 in Form MGT 9 as provided under sub-section (3) of Section92 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as "Annexure A" to this Report.

Risk Management

The Company has structured a robust Risk Management Plan to identify and evaluate various business risks and opportunities. As per the plan, the Audit Committee / Board of Directors will be informed on quarterly basis about various risks identified by the Senior Management, the mitigation plan devised by them, progress on various the same and any other risks, newly identified with mitigation plans/ plan for them. The Board, upon review, will further guide the Senior Management about risk identification and improvement in mitigation plans. Therewith section 21 with respect 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 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, 2019.

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.

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 Companys Polices 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 Companys 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

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/arrangementsreferredtoinSection188(1) of Companies Act, 2013 with related party(ies) as defined undertheprovisionsofSection2(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 preparationof the Annual Accounts for the year ended 31st March, 2019, 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, 2019 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 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, 2019, 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.

Statutory Auditors

Number M/sDMKH&Co,CharteredAccountants, Mumbai, (Firm Registration 0116886W) were appointed as the Statutory Auditors of the Company for conducting the audit of five financial years i.e 2014-15 to 2018-19. Committee, Board of Director considered the re- Consideringthesameandontherecommendation appointment of M/s DMKH & Co, Chartered Accountants as the Statutory Auditors of the Company for a period 2023-24.of5financial The above mentioned re-appointment is subject to the approval of the Members in the ensuing annual general meeting of the Company.

Observations of Statutory Auditors for the year ended 31st March 2019

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2019 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

Section204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 inter-alia requires every listed company to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board Joshi & Co., Company Secretaries in Practice, Mumbai, as Secretarial Auditor to Company for the Financial Year 2018-19 and their report is annexed hereto and marked as "Annexure C". The Board has also appointed M/s. Makarand M. Joshi & Co., Company Secretaries in Practice, Mumbai as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2019-20.

Observations of Secretarial Auditors for the year ended 31st March 2019 and Management Reply

Reference Observations Provision
1. AGM The Company was required to give 21 days clear notice for the AGM to be held on 28th August, 2018. However, there was delay in sending notice of Annual Meeting held on 28th August, 2018 by one day There was loss in data due to technical error in the server of the company, the retrieval of which caused the delay of dispatch of notice for the 9th Annual General Meeting of the company.
2. Creation of Charge Company had borrowed money from bank, however charge was not created for the same in two instances. The Company in absence of adequate documents from the bank and could not file the CHG 1. It was missed inadvertently by the Company. The Company will now take necessary steps in filing.
3. Appointment of KMP The Company has not appointed Company Secretary and Chief Financial Officer. The company was in search of a suitable candidate for the position of CS & CFO having experience in electronic sector, later on 30th May, 2019 the company has appointed the CS and CFO.
4. Internal Auditor The Company has not appointed Internal Auditor during the audit period The company is in continuous search of a suitable auditor for the post of Internal Auditor. The company would appoint the suitable candidate.
5. Disqualification of Director Mr. Narendra Mahanjani was disqualified as Director of the company under section 164 (2) of the Companies Act, 2013. However he remained on the Board of the Company during Audit period. The Company had not received any notice neither from the Ministry of Corporate Affairs nor from the Director of the company. Further on receipt of the communication from the Director, the Company decided not to remove him from the Board due to an on- going case in NCLT with regards to the strike off Ms. Osiris Prism Infrasolution Privatelimited

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 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 under Section 197 (12) of the Companies Act, 2013 and the Rules made thereunder are given in"Annexure D" to this Report.

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 facilitiescontinued their efforts to reduce the specific 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 es offic LEDLightsinoffice inplace CFL in

Encouraging Go Green Initiatives

The steps taken by the company for utilizing alternate sources The manufacturing units continue to put in effort to reduce specific evaluating other sources of energy.

Capital investment on energy conservation equipments: N.A.

Technology Absorption

Efforts made towards technology absorption, adaptation 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 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 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 zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace 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 for prevention and prohibition of Sexual Harassment of woman at workplace and complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013.

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.

Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not purview of Section135(1) of the Companies Act, 2013 and hence it 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 Secretarial Standards specified by the Institute of Company Secretary of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July 2015. The Company is in compliance with the same.

Acknowledgements

Your Directors take this opportunity to express their appreciation Institutions, totheInvestors,Banks,Financial 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: 14th August, 2019 Nirmal Lifestyle, Acc Compound Rd, Place : Navi MumbaI Mulund (West), Mumbai 400 080.

Enclosures: Annexures A to D