maestros electronics telecommun systems ltd Directors report


NAMES OF PAST AND PRESENT DIRECTORS OF THE COMPANY WITH DIRECTOR IDENTIFICATION NUMBERS (DIN):

Sr. No. Names of the director Director Identification Number (DIN)
1. Mr. Balkrishna Kamalakar Tendulkar 02448116
2. Mr. Sujay Manohar Kulkarni 00227027
3. CA Narendra Prabhakar Mahajani 01048676
4. CA Prakash Vithal Page 00096443
5. Mrs. Vasundhra Rajesh Atre 02937582

To,

The Members,

Maestros Electronics & Telecommunications Systems Limited

Address: Plot No. EL/66, TTC Industrial Area,

Electronic Zone, Mahape Navi Mumbai

Thane-400701 Maharashtra India,

Your Directors take pleasure in presenting their 14th Annual Report together with the Audited Accounts of the Company for the period ended 31st March, 2023.

a) Financial Highlights

(Rs. In lakhs)

Total Income 2022-23 2021-22
Total Income 2,589.25 1,264.27
Expenses 2,187.22 1,095.33
Profit & (Loss) before extraordinary items & Tax 402.03 168.95
Exception and Extraordinary items - -
Profit & (Loss) before Tax 402.03 168.95
Less: Tax expense 104.06 43.66
Profit/Loss after tax 297.97 125.29
Other Comprehensive Income 2.35 (0.45)
Total Comprehensive Income 300.32 124.84

b) Review of Performance

The total revenue from the operations for the year ended March 31, 2023, amounted to Rs. 2459.83 lakhs as against 1114.54 lakhs for the year ended March 31, 2022, and has increased by 220% 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 for Companys products globally, de-risking our portfolio from any single customer, application or market.

Because of your companys product quality standards, we have been able to maintain steady relationships with our long-standing customers along with building relationships with several new customers.

The company has a very strong orderbook and Posi expects 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.

c) Nature of Business

The Company continues to be engaged in the activities pertaining to is design, development, and manufacturing of creating products and services for financial inclusion, cardiology, gynecology, critical care patient and diseases management in medicine with rich experience in latest technologies and communication.

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

d) Transfer to Reserves

The Company has not transferred any amount into the general reserve during the year under review.

e) Dividend

With a view to conserve resources for funding any future business requirements and expansion plans, your Directors thought it prudent not to recommend any dividend for the year under review.

f) Unpaid Dividend & IEPF

Neither the Company was required to, nor the Company has transferred any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

j) 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

h) 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 Chapter V of the Act is not applicable to the Company for the year under review.

i) Loans From Directors

During the financial year under review, the Company has not taken any loan from any of the directors and thus none of the directors are required to give any declaration in writing to the Company stating that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

j) Share Capital

As of March 31, 2023, the Authorized Share Capital of the Company is INR 6, 00,00,000/- divided into 60,00,000/- equity shares of INR 10/- each.

Further, the Paid-up Share Capital of the Company as of March 31, 2022, is INR 5,51,02,370/- divided into 55,10,237 equity shares of INR 10/- each.

k) Particular of contracts or arrangement with related parties

All transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arms length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard.

l) Web address where annual return referred u/s 92(3) will be hosted.

Pursuant to the provisions of Section 92(3) read along with Section 134(3)(a) of Companies Act, 2013, the Annual Return as on March 31, 2023 will be available on Companys website on https://maestroselectronics.com/general- meeting/.

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

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year and the date of this report.

n) Particulars of Investments made, loans given, guarantees provided and securities subscribed or purchased:

The Company has neither given any loans nor provided any guarantees or made any investments or subscribed or purchased any securities covered under section 186 of the Companies Act, 2013.

o) Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in "Annexure A" which forms part of this Report

2. Matters Related to Directors and Key Managerial Personnel:

a) Board of Directors & Key Managerial Personnel

The below mentioned is the structure of Board of Directors and KMPs as on March 31, 2023, and as on the date of this report

Name Category
Mr. Balkrishna Kamalakar Tendulkar Chairman & Managing Director
Mr. Sujay Manohar Kulkarni Non-Executive Director
Ms. Vasundhara Atre Non-Executive Independent Director
CA Prakash Vithal Page Non-Executive Independent Director
CA Narendra Prabhakar Mahajani Non-Executive Director
Mr. Sanjiv Vijayan Chief Financial Officer
Mr. Harshad Patel Company Secretary and Compliance Officer

b) Appointment

i. CA Prakash Vithal Page (DIN: 00096443) who was appointed as an Additional Independent Director of the Company on February 05, 2022, was regularized by the resolution of shareholders passed by Postal Ballot on April 24, 2022, for a term of 05 years.

ii. Mr. Narendra Mahajani (DIN: 01048676) was appointed as a Non-Executive Director w.e.f. December 07, 2021, was regularized by the resolution of shareholders passed by Postal Ballot on April 24, 2022.

iii. Mr. Harshad Patel (Membership No. A44439), an Associate Member of Institute of Company Secretaries of India appointed as Whole time Company Secretary of the Company with effect from July 27, 2022.

iv. Mr. Harshad Patel (Membership No: A44439), Company Secretary of the Company was also designated as the Compliance Officer of the Company w.e.f. December 02, 2022, by passing of circular resolution of the Board of Directors.

c) Retirement by rotation:

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, CA Narendra Mahajani (DIN: 01048676), retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your directors recommend their approval.

d) Declaration by Independent Directors:

The Company has duly complied with the definition of Independence according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

All the Independent Director/s have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors have also confirmed that they have complied with the Companys code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

e) 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, considering the views of executive director.

3. Disclosure Related to Board, Committees and Policies

a) Number of Board Meetings

During the Financial year 2022-2023, a total of 5 (Five) meetings of the Board of Directors were held on the following dates respectively.

Attendance of Directors
Dates on which the Meetings were held Mr. Balkrishna Tendulkar Mr. Sujay Kulkarni CA Prakash Vithal Page Mrs. Vasundhara Atre Mr. Narendra Prabhakar Mahajani
26/05/2022 Present Present Present Present Present
27/07/2022 Present Present Present Present Present
04/11/2022 Present Present Present Present Present
13/02/2023 Present Present Present Present Present
27/03/2023 Present Present Present Present Present

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

b) 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:

i) Audit Committee

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

• CA Prakash Vithal Page - Chairman and Member

• Ms. Vasundhara Rajesh Atre - Member

• Mr. Sujay Manohar Kulkarni - Member

During the Financial year 2022-2023 4 (four) meetings of the respective Committee were held on the following dates respectively,

Attendance of Directors
Dates on which the meetings were held Mrs. Vasundhara Rajesh Atre Mr. Sujay Manohar Kulkarni CA Prakash Vithal Page
26/05/2022 Present Present Present
27/07/2022 Present Present Present
04/11/2022 Present Present Present
13/02/2023 Present Present Present

During the year under review, the Board of Directors of the Company accepted all the recommendations of the Committee.

ii) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company is in accordance with the requirements of Section 178 of the Act.

The Composition of the committee is as under:

• CA Prakash Vithal Page - Chairman and Member

• Ms. Vasundhara Rajesh Atre - Member

• Mr. Sujay Manohar Kulkarni - Member

The NRC Committee met 01 (One) time during the year under review.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel, and other employees.

Major criteria / gist defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

a) Minimum Qualification

b) Positive Attributes

c) Independence

d) Experience

The salient features of the Remuneration Policy and changes therein are attached as "Annexure B" and the Remuneration Policy is available on Companys website and can be accessed in the link provided herein below:

https://maestroselectronics.com/wp-content/uploads/2023/02/Criteria-for-Payments_NED.pdf

iii) Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013 the Board of Directors of the company has constituted, 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.

The Stakeholders Relationship Committee met 01 (one) time during the financial year under review on February 13, 2023

The composition of SRC is as under:

• Mr. Sujay Kulkarni - Chairman and Member

Mr. Balakrishna Tendulkar - Member and Compliance Officer of the committee.

• The Company Secretary of the Company acts as the secretary to the Committee.

There were no complaints received from any of the shareholders during the financial year under review.

iv) 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 February 13, 2023, 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, considering the views of executive directors and non-executive directors; and Assess the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties effectively and reasonably

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

c) Policy(s) and Annual Evaluation

(i) Vigil Mechanism Policy

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors.

The Company is committed to adhere to the highest standards of ethical, moral, and legal conduct of business operations.

(ii) Risk Management Policy

The Company has structured a robust Risk Management Plan/policy 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 plans / activities being implemented to mitigate the same and any other risks, newly identified with mitigation 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 formulation of Risk Management Committee is not applicable to the company.

(iii) Annual Evaluation of Directors, Committee and Board as a whole:

Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 the Board has carried out the formal annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees and the working of the Board as whole.

The evaluation exercise was carried out on various aspects of the Boards functioning such as composition of the 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 the Nomination and Remuneration committee 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.

iv) 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.

4. Auditors and Reports:

The matters related to Auditors and their Reports are as under:

a) Statutory Auditor

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 of five financial years i.e., 20192020 to 2023-2024.

b) Observations of Statutory Auditors for the year ended 31st March 2023

The observations/qualifications/disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2023 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.

c) Reporting of Frauds by Statutory Auditors under Section 143(12)

There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

d) 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, 2023.

e) Secretarial Auditor and its Report

Pursuant to the provisions of Section 204 read along with Section 134(3) of the Companies Act, 2013 mandates to obtain the Secretarial Audit Report from Company Secretary in practice, in the prescribed form.

Accordingly, the Board appointed M/s D Maurya & Associates, Practicing Company Secretary as a Secretarial Auditor, to conduct and issue the report on Secretarial Audit of the Company for the Financial Year 2022-2023 and their report is annexed hereto and marked as "Annexure- C" and it forms parts to this report.

The replies to the comments / observations of the secretarial auditor in its report are as follows:

Reference Observations Management Reply
Regulation 3(5) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 The Company started maintaining Structured Digital Database as required under regulation 3(5) of SEBI (PIT) Regulations, 2015 w.e.f. 5th August 2022. The company has installed structured digital database as per the SEBI (Prohibition of Insider Trading) Regulation 2015.

5. Other Disclosures:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a) Disclosure of orders passed by Regulators or Courts or Tribunal:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

b) Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2023, the Board of Directors hereby confirms that:

(i) in the preparation of the Annual Accounts for the year ended 31st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) such accounting policies have been selected and applied consistently and the Directors 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, 2023, and of the profit of the Company for the year ended as on that date.

(iii) proper and sufficient care was taken 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.

(iv) the annual accounts of the Company have been prepared on a going concern basis.

(v) That the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

(vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

c) 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.]

d) Disclosure under section 43(a)(ii) of the Companies Act, 2013:

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.

e) Disclosure under section 54(1)(d) of the Companies Act, 2013:

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.

f) Disclosure under section 62(1)(b) of the Companies Act, 2013:

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.

g) Disclosure under section 67(3) of the Companies Act, 2013:

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.

h) Disclosure of proceedings pending, or application made under Insolvency and Bankruptcy Code, 2016

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT

i) Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one settlement with bank:

There was no instance of a one-time settlement with any Bank or Financial Institution

j) 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.

k) Human Resources

Employees are 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 enhances the contributory value of the Human Resources.

l) 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, to ensure safety of all concerned, compliances environmental Regulations and preservation of natural resources. There were no major accidents during the year.

m) 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 D" to this Report.

n) 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.

6. Acknowledgements

Your directors take this opportunity to express their appreciation to the Investors, Banks, Financial Institutions, Clients, Vendors, Employees and 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/-
Balkrishna Tendulkar
Chairman & Managing Director
DIN:02448116
Address: 3003, Relish Apartment,
Nirmal Lifestyle, ACC Compound Road,
Mulund (West), Mumbai - 400080.
Place: Navi Mumbai
Date: August 04, 2023
Enclosures: Annexures A to D