Maestros Electronics & Telecommun. Systems Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting their Eleventh Annual Report together with the Audited Accounts of the Company for the period ended 31st March, 2020.

Financial Highlights

(Amount in Rs.)

Particulars 2019-20 2018-19
Total Income 14,00,98,780 10,10,81,233
Expenses 13,49,05,666 9,63,93,189
Profit & (Loss) before Extraordinary items & Tax 51,93,114 46,88,044
Exception and Extraordinary items - -
Profit & (Loss) before Tax 51,93,114 46,88,044
Less: Tax expense 15,28,562 12,44,304
Profit/Loss after tax 36,64,553 34,43,740
Other Comprehensive Income (1,45,899) 2,70,613
Total Comprehensive Income 35,18,654 37,14,353

Review of Performance

The total revenue from the operations for the year ended March 31, 2020 amounted to Rs. 13,54,41,561 as against Rs. 9,53,18,737 in a previous financial year 2018-19, and has increased by 42.09 % 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 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 financial year 2019-2020.

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 financial year 2019-20.

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

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. Sujay Mahonar Kulkarni Non-Executive Director*
Ms. Vasundhara Atre Non-Executive Independent Director
Mr. Kiran Vasant Bhide Non-Executive Independent Director
Mr. Sanjiv Vijayan Chief Financial Officer
Ms. Priyanka Nagda Company Secretary**
Ms. Hiimani Gada Company Secretary***

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

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

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

Appointment

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

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

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. Retirement by Rotation

In terms of Section 149 & 152(6) of the Companies Act, 2013 along with the rules and in accordance with the 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. Sujay Manohar Kulkarni (DIN: 00227027) 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

During the Financial Year under review, declarations were received from all Independent Directors of the Company that they satisfy the "criteria of Independence" as defined under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, the Schedules and Rules framed there under.

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 2019-20, total 8 (Eight) meetings of the Board of Directors were held on the following dates respectively,

Dates on which the Meetings were held Attendance of Directors
Mr. Balkrishna Tendulkar Mr. Kiran Bhide Mr. Narendra Mahajani Mr. Nitin Paranjape Mr. Sujay Kulkarni Mrs. Vasundhara Atre
30/05/2019 Present Absent Present Present NA Present
27/06/2019 Present Present N.A.* Present NA Absent
22/07/2019 Present Present NA NA NA Present
14/08/2019 Present Present NA NA NA Present
01/11/2019 Present Present NA NA Absent Present
14 /11/2019 Present Present NA NA Present Present
06/01/2020 Present Present NA NA Absent Present
14/02/2020 Present Present NA NA Absent Present

* NA = Not Associated

The Company has complied with the applicable Secretarial Standards in respect of 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

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 Committee have been mentioned below.

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 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 Chairperson:

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

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

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

c) Meetings and Attendance during the year:

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

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

• Nomination and Remuneration Committee

The Company has duly constituted Nomination and Remuneration Committee consisting of three NonExecutive 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 and who may be appointed in 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 Policy of a director and recommend to the Board and managerial personnel and other employees,

iii. To formulate the criteria for evaluation of Independent Directors and the Board;

iv. To devise a policy on Board diversity;

v. Any other matter as the NRC Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

b) Composition, Name of Members and Chairperson:

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

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

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

c) Meetings and Attendance during the year:

Two meeting of the Nomination and Remuneration Committee were held during the year, on 30 May, 2019 and 14 August, 2019.

• 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. Mr. B.K. Tendulkar has been appointed as the Compliance Officer.

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 below:

a) Name of Non-Executive Director heading the Committee:

• Mr. Sujay Kulkarni (Chairman)

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

b) Name and Designation of Compliance Officer:

• Mr. Balkrishna Tendulkar

c) Number of shareholders complaints received so far:

• No complaints were received from the shareholders of the Company during the financial year 2019-20.

d) Number not solved to the satisfaction of shareholders:

• Not applicable

e) Number of pending complaints:

• Not applicable

• Meeting of Independent Directors

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent Directors held their separate meeting 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 timeliness of 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 provisions of the Companies Act, 2013 and Regulation 25 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 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.

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 Section 92 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 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 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, 2020.

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 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, 2020, 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, 2020 and of the loss of the Company for the year ended as on that date;

c. That the directors had taken proper and sufficient care for the maintenance 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, 2020, 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

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 2019-20 to 2023-24.

Observations of Statutory Auditors for the year ended 31st March 2020

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

Section 204 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 appointed M/s. Vijay S Tiwari & Associates, Company Secretaries in Practice, Mumbai, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2019-20 and their report is annexed hereto and marked as "Annexure- C".

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

Sr. No. Reference Observations Management Reply
1. Section 138 of the Company Act, 2013 The Company has not appointed Internal Auditor for the Financial Year 2019-20 The Company is in the process of finding suitable professional for position of Internal Auditor of the Company
2. Regulation 3(5) SEBI (Prohibition of Insider Trading) Regulation 2015 The Company has not maintained a structural digital database as required under Regulation 3(5) SEBI (Prohibition of Insider Trading) Regulation 2015 The company is in the process of seeking best vendor for providing software as required for maintaining database under SEBI (Prohibition of Insider Trading) Regulation 2015

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

There were no incidences of reporting of frauds by Statutory Auditors of the 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 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 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 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 fall within purview of Section 135(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 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/-
Balkrishna Tendulkar
Chairman & Managing Director
DIN:02448116
Address: 3003, Relish Apartment,
Place: Navi Mumbai Nirmal Lifestyle, ACC Compound Road,
Date: September 02, 2020 Mulund (West), Mumbai - 400080.
Enclosures: Annexures A to D

FORM NO. MGT - 9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31.03.2020

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

(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

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

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

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

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

IV. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding:

Category of Shareholders No. of Shares held at the beginning of the year 01.04.2019 No. of Shares held at the end of the year 31.03.2020 % Change during the year*
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. PROMOTERS
(1) INDIAN
a. Individual /HUF 29,46,850 1,557 29,48,407 59.6510 32,46,850 1557 32,48,407 61.9599 2.3089
b. Central Govt 0 0 0 0 0 0 0 0 0
c. State Govt(s) 0 0 0 0 0 0 0 0 0
d. Bodies Corporate 0 0 0 0 0 0 0 0 0
e. Banks / FI 0 0 0 0 0 0 0 0 0
f. Any Other 0 0 0 0 0 0 0 0 0
Sub-Total A (1) : 29,46,850 1,557 29,48,407 59.6510 32,46,850 1557 32,48,407 61.9599 2.3089
(2) FOREIGN
a. NRIs - Individuals 0 0 0 0 0 0 0 0 0
b. Others - Individuals 0 0 0 0 0 0 0 0 0
c. Bodies Corporate 0 0 0 0 0 0 0 0 0
d. Banks / FI 0 0 0 0 0 0 0 0 0
e. Any Other 0 0 0 0 0 0 0 0 0
Sub-Total A (2): 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoters A=A (1) +A (2) 29,46,850 1,557 29,48,407 59.6510 32,46,850 1,557 32,48,407 61.9599 2.3089
B. Public Shareholding
1. INSTITUTIONS
a. Mutual Funds 0 0 0 0 0 0 0 0 0
b. Banks/Financial Institution 0 0 0 0 0 0 0 0 0
c. Central Govt. 0 0 0 0 0 0 0 0 0
d. State Govt.(s) 0 0 0 0 0 0 0 0 0
e. Venture Capital Funds 0 0 0 0 0 0 0 0 0
f. Insurance Companies 0 0 0 0 0 0 0 0 0
g. Foreign Venture Capital Investors 0 0 0 0 0 0 0 0 0
h. Foreign Portfolio Investor 0 0 0 0 0 0 0 0 0
i. Others (specify) 0 0 0 0 0 0 0 0 0
Foreign Bank 11,250 0 11,250 0.2276 11,250 0 11,250 0.2146 -0.0130
Sub-Total B (1) : 11,250 0 11,250 0.2276 11,250 0 11,250 0.2146 -0.0130
1. CENTRAL GOVERNMENT/ STATE GOVERNMENT(S)/ PRESIDENT OF INDIA 0 0 0 0 0 0 0 0 0
Sub Total (B)(2) 0 0 0 0 0 0 0 0 0
3. NON-INSTITUTIONS
a. Individuals
i. Individual shareholders holding nominal share capital upto Rs.1 lakh 4,05,238 55,861 4,61,099 9.3288 3,69,369 55,059 4,24,428 8.0955 -1.2333
ii. Individual shareholders holding nominal share capital in excess of Rs.1 lakh 9,55,853 0 9,55,853 19.3385 11,70,729 0 11,70,729 22.3304 2.9919
b. NBFCs registered with RBI 0 0 0 0 0 0 0 0 0
c. Overseas Depositories 0 0 0 0 0 0 0 0 0
d. Employee Trusts 0 0 0 0 0 0 0 0 0
e. Others (specify)
i Hindu Undivided Family 82,191 0 82,191 1.6629 77,436 0 77,436 1.4770 -0.1859
ii Non-Resident Indians (Non Repat) 3,025 0 3,025 0.0612 2,325 0 2,325 0.0443 -0.0169
iii Non-Resident Indians (Repat) 58,786 0 58,786 1.1893 9,713 0 9,713 0.1853 -1.0040
iv Clearing Member 25,088 1,733 26,821 0.5426 1,915 1,733 3,648 0.0696 -0.4730
v Bodies Corporate 3,87,826 7,500 3,95,326 7.9981 2,87,322 7,500 2,94,822 5.6234 -2.3747
Sub-Total B(3) : 19,18,007 65,094 19,83,101 40.1213 1,918,809 64,292 19,83,101 37.8255 -2.2958
Total Public Shareholding B=B(1) +B(2) + B(3) : 19,29,257 65094 19,94,351 40.3490 1930059 64,292 19,94,351 38.0401 -2.3089
C. Non-Promoter - Non-Public
1. CUSTODIAN/DR HOLDER 0 0 0 0 0 0 0 0 0
2. EMPLOYEE BENEFIT TRUST (UNDER SEBI (SHARE BASED EMPLOYEE BENEFIT) REGULATIONS, 2014) 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C): 48,76,107 66,651 49,42,758 100.0000 51,76,909 65849 52,42,758 100.0000

ii. Shareholding of the Promoters:

Sr. Shareholders Name No. Shareholding at the beginning of the year (01.04.2019) Shareholding at the end of the Year (31.03.2020)
No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the Company % of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 Mr. Balkrishna Kamalakar Tendulkar 24,38,713 49.3391 0 27,38,713 52.238 6,94,802 2.8989
2 Dr Nitin Sadashiv Paranjape 4,57,099 9.2479 0 4,57,099 8.7187 -0.5292
3 Mr. Narendra Mahajani 50,750 1.0268 0 50,750 0.968 -0.0588
8 Mr. Bakhle Dhananjay Sadashiv 900 0.0182 0 900 0.0172 -0.001
9 Mr. Nandlal Bhimrajka 657 0.0133 0 657 0.0125 -0.0008
10 Mrs. Chitralekha K Menon 151 0.0031 0 151 0.0029 -0.0002
11 Mr. Krishna Kumar Menon 137 0.0028 0 137 0.0026 -0.0002
Total 29,48,407 59.6510 0 32,48,407 61.9599 6,94,802 2.3089
iii. Change in Promoters Shareholding:
Sr. No. Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Mr. Balkrishna Kamalakar Tendulkar
At the beginning of the year 24,38,713 46.5158 24,38,713 46.5158
Change during the year:
Allotment on 16/08/2019 3,00,000 5.7222 27,38,713 52.2380
At the End of the year 27,38,713 52.2380 27,38,713 52.2380
2. Dr. Nitin Sadashiv Paranjape
At the beginning of the year 4,57,099 8.7187 4,57,099 8.7187
No Change during the year - - - -
At the End of the year 4,57,099 8.7187 4,57,099 8.7187
3. Mr. Narendra Mahajani
At the beginning of the year 50,750 0.9680 50,750 0.9680
No Change during the year - - - -
At the End of the year 50,750 0.9680 50,750 0.9680
4. Mr. Bakhle Dhananjay Sadashiv
At the beginning of the year 900 0.0172 900 0.0172
No Change during the year - - - -
At the End of the year 900 0.0172 900 0.0172
5. Mr. Nandlal Bhimrajka
At the beginning of the year 657 0.0125 657 0.0125
No Change during the year - - - -
At the End of the year 657 0.0125 657 0.0125
6. Mrs. Chitralekha K Menon
At the beginning of the year 151 0.0029 151 0.0029
No Change during the year - - - -
At the End of the year 151 0.0029 151 0.0029
7. Mr. Krishna Kumar Menon
At the beginning of the year 137 0.0026 137 0.0026
No Change during the year - - - -
At the End of the year 137 0.0026 137 0.0026

iv. Shareholding Pattern of Top Ten Shareholders:

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

Sr. No. Shareholding at the beginning of the year Cumulative Shareholding during the year
For each of the Top 10 Shareholders No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Vinayak Deshpande
At the beginning of the year 1,59,762 3.0473 1,59,762 3.0473
No Change during the year - - - -
At the End of the year 1,59,762 3.0473 1,59,762 3.0473
2. Bipin Ramchandra Kulkarni
At the beginning of the year 1,04,298 1.9894 1,04,298 1.9894
No Change during the year - - - -
At the End of the year 1,04,298 1.9894 1,04,298 1.9894
3. Evermore Commodity Brokers Private Limited
At the beginning of the year 98,137 1.8719 98,137 1.8719
No Change during the year - - - -
At the End of the year 98,137 1.8719 98,137 1.8719
4. Premlata Ramesh Saraogi
At the beginning of the year 78,750 1.5021 78,750 1.5021
No Change during the year - - - -
At the End of the year 78,750 1.5021 78,750 1.5021
5. Greyhound Enterprises Pvt. Ltd
At the beginning of the year 64,500 1.2303 64,500 1.2303
No Change during the year - - - -
At the End of the year 64,500 1.2303 64,500 1.2303
6. Minesh Dharnendra Shah
At the beginning of the year 54,498 1.0395 54,498 1.0395
Transfer (Purchase): 02.08.2019 820 0.0156 55,318 1.0551
Transfer (Purchase): 09.08.2019 574 0.0110 55,892 1.0661
Transfer (Purchase): 16.08.2019 1180 0.0225 57,072 1.0886
Transfer (Purchase): 23.08.2019 1000 0.0191 58,072 1.1077
Transfer (Purchase): 30.08.2019 500 0.0095 58,572 1.1172
Transfer (Purchase): 18.10.2019 3770 0.0719 62,342 1.1891
Transfer (Purchase): 25.10.2019 1230 0.0235 63,572 1.2126
Transfer (Purchase): 10.02.2020 9000 0.1716 72,572 1.3842
At the End of the year 72,572 1.3842 72,572 1.3842
7. Deepak Bhuralal Sadhani
At the beginning of the year 50,850 0.9699 50,850 0.9699
Transfer (Purchase): 07.06.2019 1,175 0.0224 52,025 0.9923
Transfer (Purchase): 14.07.2019 5,188 0.0990 57,213 1.0913
Transfer (Purchase): 20.03.2020 4,548 0.0867 61,761 1.1780
Transfer (Purchase): 27.03.2020 1,497 0.0286 63,258 1.2066
At the End of the year 63,258 1.2066 63,258 1.2066
8. Mr. Ramesh Sawalram Saraogi
At the beginning of the year 0 0 0 0
Transfer (Purchase): 29.11.2019 56,250 1.0729 56,250 1.0729
At the End of the year 56,250 1.0729 56,250 1.0729
9. Ms. Gayatri Agarwal
At the beginning of the year 51,677 0.9857 51,677 0.9857
No Change during the year - - - -
At the End of the year 51,677 0.9857 51,677 0.9857
10. Ms. Vasundhara Atre
At the beginning of the year 50,000 1.0729 50,000 1.0729
No Change during the year - - - -
At the End of the year 50,000 1.0729 50,000 1.0729

v. Shareholding of Directors and Key Managerial Personnel

Sr. No. Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Mr. Balkrishna Kamalakar Tendulkar
At the beginning of the year 24,38,713 46.5158 24,38,713 46.5158
Change during the year:
Allotment on 16/08/2019 3,00,000 5.7222 2738713 52.2380
At the End of the year 27,38,713 52.2380 27,38,713 52.2380
2. Ms. Vasundhara Atre
At the beginning of the year 50,000 1.0729 50,000 1.0729
No Change during the year - - - -
At the End of the year 50,000 1.0729 50,000 1.0729
2. Mr. Kiran Bhide ide
At the beginning of the year 0 0 0 0
No Change during the year 0 0 0 0
At the End of the year 0 0 0 0
2. Ms. Sujay Kulkarni
At the beginning of the year 0 0 0 0
No Change during the year 0 0 0 0
At the End of the year 0 0 0 0

V. INDEBTEDNESS

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

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 25,556,172 - - 25,556,172
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 25,556,172 - - 25,556,172
Change in Indebtedness during the financial year
Addition 47,46,74,839 1,01,00,000 - 48,47,74,839
Reduction 42,65,79,588 14,00,000 - 42,79,79,588
Net Change 4,80,95,251 87,00,000 - 5,67,95,251
Indebtedness at the end of the financial year
i) Principal Amount 7,36,51,423 87,00,000 - 8,23,51,423
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 7,36,51,423 87,00,000 - 8,23,51,423

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sr. Particulars of Remuneration No. Balkrishna Tendulkar Total Amount
1. Gross Salary 23,78,400 23,78,400
a. Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 Nil Nil
b. Value of perquisites under Section 17(2) of Income Tax Act, 1961 Nil Nil
c. Profits in lieu of salary under Section 17(3) of Income Tax Act, 1961 Nil Nil
2. Stock Options Nil Nil
3. Sweat Equity Nil Nil
4. Commission Nil Nil
- as a % of Profit Nil Nil
- others, specify Nil Nil
5. Others, please specify Nil Nil
Ceiling as per the Act 30,00,000 30,00,000

B. Remuneration to other Directors:

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

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

Sr. Particulars of Remuneration No. Key Managerial Personnel
Company Secretary Chief Financial Officer Total
1 Gross salary - 6,70,000 6,70,000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -
(c) Profits in lieu of salary under section 17(3) Income tax Act, 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit - - -
- others, specify - - -
5 Others, please Specify (Professional Fees) 1,60,000 - 1,60,000
Total 1,60,000 6,70,000 8,30,000

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

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