Directors Report of Maestros Electronics & Telecommunications Systems Ltd.

Mar 31, 2024

Your directors take pleasure in presenting their 15th Annual Report together with the Audited Accounts of the Company for the period ended March 31, 2024.

1. Financial Statements and Results:

a) Financial Results:

The Company''s performance during the financial year ended March 31, 2024, as compared to the previous financial year, is summarized below:

(Rs. In lakhs)

Particulars	2023-2024	2022-2023
Total Income	3553.16	2,589.25
Expenses	2862.39	2,187.22
Profit & (Loss) before extraordinary items & Tax	690.76	402.03
Exception and Extraordinary items	-	-
Profit & (Loss) before Tax	690.76	402.03
Less: Tax expense	197.00	104.06
Profit/Loss after tax	493.76	297.97
Other Comprehensive Income	1.29	2.35
Total Comprehensive Income	495.05	300.32

b) Review of Performance

The total revenue from the operations for the year ended March 31, 2024 amounted to Rs. 3328.93 lakhs as against 2459.83 lakhs for the year ended March 31, 2023, and has increased by 869.1 lakhs 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 yielding 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 Company''s products globally, de-risking our portfolio from any single customer, application or market.

Because of your company''s 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 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.

c) Nature of Business

The Company continues to be engaged in the activities pertaining to 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 have thought it prudent not to recommend any dividend for the year.

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.

g) 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 the Chapter V of the Act is not applicable to the Company.

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, 2024, 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, 2024, 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 arm''s 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 reqired to be given in this regards.

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, 2024 will be available on Company''s 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 Company''s financial position have occurred between the end of the financial year and 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 B" 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 KMP''s as on March 31, 2024, and as on the date of this report:

Name	Category
Mr. Balkrishna Kamalakar Tendulkar	Chairman & Managing Director
Mr. Sujay Manohar Kulkarni	Non-Executive Director
Mrs. Vasundhara Atre (Ceased to be Director w.e.f. March 31,2024)	Non-Executive Independent Director
CA Prakash Vithal Page	Non-Executive Independent Director
CA Narendra Prabhakar Mahajani	Non-Executive Director
Mr. Sanjeev Vijayan	Chief Financial Officer
Mr. Harshad Patel	Company Secretary and Compliance Officer
Mrs. Swati Manis Thanawala (Appointed w.e.f. March 28, 2024)	Non-Executive Additional Independent Director

b) Appointment

During the year Mrs. Swati Manis Thanawala (DIN: 10538734) was appointed as an Additional Non-Executive Independent Director for a period of 5 consecutive years w.e.f. March 28, 2024, to March 27, 2029, whose appointment was approved by the shareholders through Postal Ballot on June 27, 2024.

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, Mr. Balkrishna Kamalakar Tendulkar (DIN: 02448116), retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself 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) 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 Company''s 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 2023-2024, total 5 (Five) 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. Sujay Kulkarni	CA Prakash Vithal Page	Mrs. Vasundhara Atre	Mr. Narendra Prabhakar Mahajani
26/05/2023	Present	Present	Present	Present	Present
04/08/2023	Present	Present	Present	Present	Present
07/11/2023	Present	Present	Present	Present	Present
13/02/2024	Present	Present	Present	Present	Present
28/03/2024	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

• Mrs. Vasundhara Rajesh Atre - Member (Ceased to be Member w.e.f. March 31,2024)

• Mr. Sujay Manohar Kulkarni - Member

• Mrs. Swati Manis Thanawala - Member (Appointed as the Member of the Committee w.e.f. May 11, 2024)

During the Financial year 2023-2024 5 (five) meetings of the respective Committee were held on the following dates respectively,

Dates on which the meetings were held	Attendance of Directors
	Mrs. Vasundhara Rajesh Atre	Mr. Sujay Manohar Kulkarni	CA Prakash Vithal Page
26/05/2023	Present	Present	Present
04/08/2023	Present	Present	Present
07/11/2023	Present	Present	Present
13/02/2024	Present	Present	Present
28/03/2024	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

• Mrs. Vasundhara Rajesh Atre - Member (Ceased to be Member w.e.f. March 31,2024)

• Mr. Sujay Manohar Kulkarni - Member

• Mrs. Swati Manis Thanawala - Member (Appointed as the Member of the Committee w.e.f. May 16, 2024) The NRC Committee met 02 (Two) time during the year under review.

Dates on which the meetings were held	Attendance of Directors
	Mrs. Vasundhara Rajesh Atre	Mr. Sujay Manohar Kulkarni	CA Prakash Vithal Page
04/08/2023	Present	Present	Present
28/03/2024	Present	Present	Present

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 C" and the Remuneration Policy is available on Company''s 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 Stakeholder''s 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, 2024.

The composition of SRC is as under:

• Mr. Sujay Kulkarni - Chairman and Member

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

Mr. Prakash Page - Member 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 March 28, 2024, without the attendance of non-independent directors and members of management, inter alia, to discuss the following:

• Review the performance of non-independent directors and the Board as a whole.

• 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.

Pursuant to Regulation 21 of SEBI LODR Regulations, 2015 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; 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) Observations of Statutory Auditors for the year ended 31st March 2024

The observations/qualifications/disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2024 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.

b) 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.

c) Maintenance of cost record

Pursuant to the provisions of Sec on 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.

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 on March 31, 2024.

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 2023-2024 and their report is annexed hereto and marked as "Annexure- C" and it forms parts to this report.

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 Company''s 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, 2024, the Board of Directors hereby confirms that:

(i) in the preparation of the Annual Accounts for the year ended 31st March 2024, 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 on March 31, 2024, 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 Complaint 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

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 Company''s 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 Company''s 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: July 18, 2024 Enclosures: Annexures A to E

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Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting their Ninth Annual Report together with the Audited Accounts of the Company for the period ended 31st March, 2018.

1. Financial Highlights

(Amount in Rs)

Particulars	2017-18	2016-17
Total Income	10,13,83,612	14,30,73,040
Expenses	10,33,95,842	13,27,60,785
Profit & (Loss) before Tax	(20,12,230)	1,03,12,255
Exception and Extraordinary items	-	-
Profit & (Loss) before Tax	(20,12,230)	1,03,12,255
Less: Tax expense	5,27,786	32,77,261
Profit/Loss after tax	(25,40,016)	70,34,994

2. Review of Performance:

The total revenue from the operations for the year ended March 31, 2018 amounted to Rs. 9,31,53,056 as against Rs. 13,78,55,335 in a previous financial year 2016-17, and has decreased by 32.43% over the last year.

Transfer to Reserves

The Company has not transferred any amount to General Reserve. However, in order to conserve the resources the Directors have decided to retain the entire amount.

Dividend

With a view to conserve resources for funding any future business requirements and expansion plans, your Directors have not recommended any dividend for the current period.

Unpaid Dividend & IEPF

The Company has not transferred any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

Major events during the year:

Conversion of 4,00,000 Convertible Equity Warrants into 4,00,000 Equity Shares on 21st April, 2017.

Report on Performance of Subsidiaries, Associates and Joint Venture Companies

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

Change In the nature of Business

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

Directors and Key Managerial Personnel

Director	Category
Mr. Balkrishna Kamalakar Tendulkar	Chairman & Managing Director
Mr. Narendra Prabhakar Mahajani	Non-Executive Non-Independent Director
Mr. Nitin Sadashiv Paranjape	Non-Executive Non-Independent Director
Ms. Vasundhara Atre	Non-Executive Independent Director
Mr. Kiran Vasant Bhide	Non-Executive Independent Director

Appointment

Mr. Kiran Bhide was appointed as Non-Executive Independent Directors of the Company w.e.f. 16th October, 2017.

Re-Appointment

Mrs. Vasundhara Atre (DIN 02937582) was appointed as Independent Director for a period of five years upto 31st March, 2019. Thus it is proposed to re-appoint her as Independent Director of the Company for a second term of five years from 1st April, 2019 to 31st March, 2024 in the ensuing Annual General Meeting.

Retirement by Rotation

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nitin Paranjape (DIN: 00575053), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. He has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013. A brief resume of Mr. Nitin Paranjape (DIN: 00575053), nature of his expertise in specific functional areas and names of the Companies in which he holds directorship and / or membership / chairmanship of Committees of the Board, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements), 2015 with the Stock Exchange/s, is given in the Corporate Governance Report which may be taken as forming part of this Report.

Declaration by Independent Director

All Independent Directors have given declarations that they meet with the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Non-Executive Directors had any pecuniary relationships or transactions with the Company which may have potential conflict with the interests of the Company at large.

Number of Board Meetings

During the Financial year 2017-18, total 7 (Seven) meetings of the Board of Directors were held on 21st April, 2017, 29th May, 2017, 11th August, 2017, 5th September, 2017, 16th October, 2017, 8th December, 2017 and 13th February, 2018 respectively. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

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

Committees of the Board

The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders'' Relationship Committee

The details regarding composition and meetings of these committees held during the year under review as also the meetings of the Board of Directors are given in the Corporate Governance Report which may be taken as forming part of this Report.

Board Evaluation

In accordance with the provisions of the Companies Act, 2013 read with the rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out formal annual evaluation of its own performance, performance of its various Committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report which may be taken as forming part of this Report.

Policy on Nomination and Remuneration of Directors, KMPs and other Employees

In terms of sub-section 3 of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee of the Company has laid down a policy on the selection and appointment of Directors and the Senior Management of the Company and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters.

Extract of Annual Return

The extract of the Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 in prescribed format is attached as "Annexure A" to this Report.

Risk Management

The details of the risk management framework adopted and implemented by the Company are given in the Corporate Governance Report which may be taken as forming part of this Report.

Adequacy of Internal Controls with reference to Financial Statements

In accordance with the opinion of the auditors, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018.

Vigil Mechanism

The Company has established a vigil mechanism to enable directors and employees to report genuine concerns and grievances about any incident of violation / potential violation of law or the Code of Conduct laid down by the Company. The mechanism lays down the overall framework and guidelines for reporting genuine concerns. The details of this mechanism are given in the Corporate Governance Report which may be taken as forming part of this Report.

Green Initiatives

Pursuant to Sections 101 and 136 of the Companies Act, 2013, the Company will be sending Annual Report through electronic mode i.e. email to all the shareholders who have registered their email addresses with the Company or with the Depository to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

Human Resources

Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Policies and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.

Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental Regulations and preservation of natural resources. There was no major accident during the year.

Particulars of Loans, Guarantees and Investments

During the year under review the Company has not made any loans, guarantees and investments under Section 186.

Transactions with Related Parties

The Company has not entered into any transactions/contracts/arrangements referred to in Section 188(1) of Companies Act, 2013 with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review.

Directors'' Responsibility Statement

Pursuant to the requirements under 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

a. that in the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the loss of the Company for the year ended as on that date;

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the annual accounts for the financial year ended 31st March, 2018, on a ''going concern'' basis.

e. that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

f. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the, is given separately which may be taken as forming part as "Annexure B" to this Report.

Report on Corporate Governance

A report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report and a Certificate from the Auditors of the Company, confirming compliance with the provisions of Corporate Governance, is attached "Annexure C" to this Report.

Statutory Auditors

M/s DMKH & Co, Chartered Accountants, Mumbai, (Firm Registration Number - 0116886W) the Statutory Auditors of the Company hold office until the conclusion of the Annual General Meeting of the Company for the year ended 2018-2019 (subject to ratification of appointment by the members at every Annual General Meeting of the Company)

On May 7, 2018, Section 40 of the Companies Amendment Act, 2017 (amending Section 139 of the Companies Act, 2013) has been notified whereby ratification of Statutory Auditor''s appointment is not required at every Annual General Meeting.

Observations of Statutory Auditors for the year ended 31st March 2018

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2018 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Secretarial Auditor and its Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Vijay Tiwari & Associates, Company Secretary in Practice to undertake the secretarial audit of the Company. The Secretarial Audit Report given by the Secretarial Auditor is attached as "Annexure D" to this Report.

Observations of Secretarial Auditors for the year ended 31st March 2018 and Management Reply

The Companies has not appointed Internal Auditor which is required to be appointed under Sec. 138 of the Companies Act, 2013.

The Company has also not appointed Company Secretary in whole time employment of the Company and Chief Financial Officer (CFO) which is required to be appointed as per Sec. 203 of the Companies Act, 2013.

Management Reply

The Company is in the process of finding appropriate candidate for the position of Company Secretary and Chief Financial Officer and it will ensure to appoint such persons at the earliest in ensuing financial year. Further, with regards to appointment of internal auditor as per Sec. 138 of the Companies Act, 2013, Company will take adequate measures for the same.

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

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

Maintenance of Cost Records

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

Public Deposits

During the year under review, your Company has not accepted or invited any deposits from public within the meaning of Chapter V of the Companies Act, 2013 and applicable rules made thereunder or any amendment or re-enactment thereof.

Particulars of Remuneration to Employees, etc.

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197 (12) of the Companies Act, 2013 and the Rules made thereunder are given in "Annexure E" to this Report.

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

i) Conversion of 4,00,000 Convertible Equity Warrants into Equity Shares on 21st April , 2017.

ii) Proposed Issue of Equity Shares/Equity Warrants on preferential basis to Mr. Balkrishna Tendulkar as approved by the Board on their meeting held on 1st September, 2018.

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of Energy Technology Absorption:

Steps taken or impact on conservation of energy:

All the manufacturing facilities continued their efforts to reduce the specific energy consumption. Specific and total energy consumption is tracked at individual factory/block level and also at consolidated manufacturing level. Apart from regular practices and measures for energy conservation, many new initiatives were driven across the units. Some of them are mentioned below

- Use of natural Lightning and natural ventilation

- LED Lights in office in place of CFL in offices

- Encouraging Go Green Initiatives

The steps taken by the company for utilizing alternate sources of energy:

The manufacturing units continue to put in effort to reduce specific energy consumption. The Company is evaluating other sources of energy.

Capital investment on energy conservation equipments: N.A.

Technology Absorption

Efforts made towards technology absorption, adaptation and innovation and benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution, etc The Company is in Process of Developing the ways for technology absorption, adaptation and innovation.

In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): N.A.

Expenditure Incurred on Research and Development: N.A.

Foreign Exchange Earnings and Outgo

The Information on foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows is furnished in the Notes to Accounts.

General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

I. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

II. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

III. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

IV. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

Disclosure regarding Internal Complaints Committee

The Company has not yet constituted the Internal Complaints Committee as mentioned under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company shall take the requisite steps in this regard during the current financial year 2018-19.

Significant and material orders passed by the Regulators, etc.

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact on the going concern status of the Company and its future operations.

Acknowledgements

Your Directors take this opportunity to express their appreciation to the Investors, Banks, Financial Institutions, Clients, Vendors, Central and State Governments and other Regulatory Authorities for their assistance, continued support, co-operation and guidance.

For and on behalf of the Board of Directors

Maestros Electronics & Telecommunications Systems Limited

Sd/-

Mr. Balkrishna Tendulkar

Chairman & Managing Director

DIN:02448116

Address: 3003, Relish Apartment,

Date: 1st September,2018 Nirmal Lifestyle, Acc Compound Rd,

Place : Navi MumbaI Mulund (West), Mumbai - 400 080.

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Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their Sixth Annual Report together with the Audited Accounts of the Company for the period ended 31st March, 2015.

1. Financial Highlights

Current Year Previous Year Particulars (2014-15) (2013-14)

Total Income 17,08,89,850 14,68,53,899

Less: Expenditure 15,08,87,149 13,36,21,045

Profit before Depreciation, Finance Charges and Tax 2,00,02,701 1,32,32,854

Less: Interest and Financial Charges 41,98,665 25,36,107

Less: Depreciation 55,63,485 38,70,569

Profit before Tax 102,40,551 68,26,178

Less: Provision for Taxation 35,09,478 10,87,250

Profit / (Loss) after tax 67,31,073 57,38,928

Less: Prior Period Taxation Adjustment

Add: Deferred Tax (1,64,199) 5,14,513

Profit for the year 68,95,272 52,24,415

Add: Balance brought forward from previous year 3,55,88,096 3,03,63,681 Profit available for appropriation (Appropriated as per Scheme of Arrangement)

Less: Appropriations Transfer to General Reserve - -

Balance carried forward 4,24,83,368 3,55,88,096

2. Review of Performance:

The Companies growth considering the past few years performance was outstanding. The Company is giving its best for increasing profits from year to year. The total revenue from the operations for the year ended March 31, 2015 amounted to Rs.16.53 Crores, as against Rs.14.30 Crores in a previous financial year 2013-14, and has increased by 15.59% over the last year.

Major events during the year:

- Post completion of financial year 2013-14, the Company got listed on Bombay Stock Exchange under "T" segment vide: BSE Notice No: 20140613-09 dated 13th June 2014 with effect from 17th June 2014 with the scrip Code: 538401

- Preferential allotment

The Members at their Annual General Meeting held on 22nd December, 2014 passed a special resolution according their consent to the Board for issue and allotment of 4,00,000 equity shares of Rs. 10/- each at a premium of Rs.15/- per share to Mr. Narendra Mahajani, Mr. B.K. Tendulkar, Mrs. Vasundhara Atre, Mr. Vinayak Deshpande and Mr. Bipin Kulkarni. on preferential allotment basis. Accordingly, the Board allotted 4,00,000 equity shares on 10th February, 2015 The Company has complied with all applicable provisions of the Act, listing agreement and SEBI regulation.

Dividend:

With a view to conserve resources for funding any future business requirements and expansion plans, your Directors have not recommended any dividend for the current period.

Directors and Key Managerial Personnel:

Mr. B. K. Tendulkar is the Chairman and Managing Director of the Company. Mr. N. P. Mahajani and Dr. N. S. Paranjape are Non Executive Non Independent Directors of the Company. Mr. Murlidharan Nair and Mrs. Vasundhara Atre are Non Executive Independent Directors of the Company.

During the year Mrs. Vasundhara Atre was designated and Mr. Ashish Inamdar was appointed as Non Executive Independent Directors for 5 years i.e. upto 21st December, 2019 pursuant to the sections 149, 152 and 160 of the Companies act, 2013 in the Annual General Meeting held on 22nd December, 2014.

During the year under consideration, Mr. Ashish Inamdar, Non Executive Independent Director has ceased to be associated with company from 5th March, 2015 due to the sad demise.

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Narendra Prabhakar Mahajani (DIN: 01048676), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. He has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013. A brief resume of Mr. Narendra Prabhakar Mahajani, nature of his expertise in specific functional areas and names of the Companies in which he holds directorship and / or membership / chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange/s, is given in the Corporate Governance Report which may be taken as forming part of this Report.

All Independent Directors have given declarations that they meet with the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

None of the Non-Executive Directors had any pecuniary relationships or transactions with the Company which may have potential conflict with the interests of the Company at large.

Committees of the Board:

The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the Listing Agreement:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders' Relationship Committee

The details regarding composition and meetings of these committees held during the year under review as also the meetings of the Board of Directors are given in the Corporate Governance Report which may be taken as forming part of this Report.

Board Evaluation:

In accordance with the provisions of the Companies Act, 2013 read with the rules made there under and the Listing Agreement, the Board has carried out formal annual evaluation of its own performance, performance of its various Committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report which may be taken as forming part of this Report.

Policy on Nomination and Remuneration of Directors, KMPs and other employees:

In terms of sub-section 3 of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee of the Company has laid down a policy on the selection and appointment of Directors and the Senior Management of the Company and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters.

Extract of Annual Return:

The extract of the Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 in prescribed format is attached as "Annexure A" to this Report.

Risk Management:

The details of the risk management framework adopted and implemented by the Company are given in the Corporate Governance Report which may be taken as forming part of this Report.

Adequacy of Internal Controls with reference to Financial Statements:

The company is in process of building up processes and standard operating guidelines in all areas of operations. Standard processes ensure smooth functioning of activities and zero ambiguity in the mind of people who are actually executing the operations.

Vigil Mechanism:

The Company has established a vigil mechanism to enable directors and employees to report genuine concerns and grievances about any incident of violation / potential violation of law or the Code of Conduct laid down by the Company. The mechanism lays down the overall framework and guidelines for reporting genuine concerns. The details of this mechanism are given in the Corporate Governance Report which may be taken as forming part of this Report. These are also posted on the website of the Company.

Particulars of loans, guarantees and investments:

Full particulars of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 are given separately in the financial statements of the Company which may be taken as forming part of this Report.

Transactions with related parties:

Particulars of contracts or arrangements with related parties referred to in sub- section (1) of Section 188 of the Companies Act, 2013 in prescribed format are attached as "Annexure B" to this Report.

Directors' Responsibility Statement:

Pursuant to the requirements under 134(3)(c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2015 and of the profit of the Company for the year ended as on that date;

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts for the financial year ended 31st March, 2015, on a 'going concern' basis.

5. that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

6. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is given separately which may be taken as forming part as "Annexure C" to this Report.

Report on Corporate Governance:

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report and a Certificate from the Auditors of the Company, confirming compliance with the provisions of Corporate Governance, is attached "Annexure D" to this Report.

Statutory Auditors and its Report:

M/s DMKH & Co, Chartered Accountants, Mumbai, (Registration Number – 116886W) the Statutory Auditors of the Company hold office until the conclusion of the Annual General Meeting of the Company for the year ended 2018-2019 (subject to ratification of appointment by the members at every Annual General Meeting held after this Annual General Meeting)

The Statutory Auditors viz. DMKH & Co, Chartered Accountants, Mumbai, (Registration Number – 116886W) have confirmed for their ratification, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 139 of the said Act.

Observations of Statutory Auditors for the year ended 31st March 2015:

Point iv. of Annexure To Independent Auditors' Report :

In our opinion and according to the information and explanations given to us there are not adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to the purchase of inventory, sale of goods and services, Trade Payable and Trade Receivable. During the course of our audit, other than aforesaid we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

Management Reply:

The Company is in the process of setting up adequate internal control commensurate with the size of the Company and the nature of its business with regards to the purchase of inventory, sale of goods and services, Trade Payable and Trade Receivable.

Point vii. (a). of Annexure to Independent Auditors' Report :

According to the information and explanation given to us the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including income tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable except in case of deduction and depositing of Professional tax of Company.

Management Reply:

The Company is regular in depositing its statutory dues with appropriate authorities and takes appropriates measures for the payment within the statutory period. However, due to pendency of some statutory approval and inadvertently delay, the Company could not complied with statutory provisions relating to professional tax. However, the Company ensures to comply with the said provisions in ensuing financial year.

Secretarial Auditor and its Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Vijay Kumar Tiwari & Associates, Company Secretary in Practice to undertake the secretarial audit of the Company. The Secretarial Audit Report given by the Secretarial Auditor is attached as "Annexure E" to this Report.

Observations of Secretarial Auditors for the year ended 31st March 2015 and Management Reply:

Observation:

a. The Companies has not appointed Internal Auditor which is required to be appointed under sec. 138 of the Companies Act, 2013.

b. The Company has also not appointed Company Secretary in whole time employment of the Company and Chief Financial Officer (CFO) which is required to be appointed as per Sec. 203 of the Companies Act, 2013.

Management Reply:

The Company is in the process of finding appropriate candidate for the position of Company secretary and Chief Financial Officer and it will ensure to appoint such persons at the earliest in ensuing financial year. Further, with regards to appointment of internal auditor as per sec. 138 of the Companies Act, 2013, Company will take adequate measures for the same.

Public Deposits:

During the year under review, your Company has not accepted or invited any deposits from public within the meaning of Chapter V of the Companies Act, 2013 and applicable rules made there under or any amendment or re-enactment thereof.

Particulars of remuneration to employees, etc.:

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197 (12) of the Companies Act, 2013 and the Rules made there under are given in "Annexure F" to this Report.

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

(a) Conservation of Energy Technology Absorption:

1. Steps taken or impact on conservation of energy:

All the manufacturing facilities continued their efforts to reduce the specific energy consumption. Specific and total energy consumption is tracked at individual factory/block level and also at consolidated manufacturing level. Apart from regular practices and measures for energy conservation, many new initiatives were driven across the units. Some of them are mentioned below

- Use of natural Lightning and natural ventilation

- LED Lights in office in place of CFL in offices

- Encouraging Go Green Initiatives

2. The steps taken by the company for utilizing alternate sources of energy:

The manufacturing units continue to put in effort to reduce specific energy consumption. The Company is evaluating other sources of energy.

3. Capital investment on energy conservation equipments: N.A

(b) Technology Absorption

- Efforts made towards technology absorption, adaptation and innovation and Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution, etc

- The Company is in Process of Developing the ways for technology absorption, adaptation and innovation.

- In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year) : N.A

- Expenditure Incurred on Research and Development : N.A

(c) Foreign Exchange Earnings and Outgo:

The Information on foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows is furnished in the Notes to Accounts.

Significant and material orders passed by the Regulators, etc.:

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact on the going concern status of the Company and its future operations.

Acknowledgements:

Your Directors take this opportunity to express their appreciation to the Investors, Banks, Financial Institutions, Clients, Vendors, Central and State Governments and other Regulatory Authorities for their assistance, continued support, co-operation and guidance.

For and on behalf of the Board of Directors

For Maestros Electronics & Telecommunications Systems Limited

Sd/-

B. K. Tendulkar

Managing Director

Place: Navi Mumbai

Date: 28.08.2015

DIN : 02448116

Encl.: Annexure A to F

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their Fifth Annual Report together with the Audited Accounts of the Company for the period ended 31st March, 2014.

1. Financial Results

Particulars Current Year Previous Year

Total Income 14,68,53,899 10,31,55,456

Less: Expenditure 13,36,21,045 9,55,94,363

Profit before Depreciation, Finance Charges and Tax 1,32,32,854 75,61,093

Less: Interest and Financial Charges 25,36,107 6,51,663

Less: Depreciation 38,70,569 26,77,125

Profit before Tax 68,26,178 42,32,306

Less: Provision for Taxation 10,87,250 5,73,120

Profit / (Loss) after tax 57,14,389 36,59,186

Less: Prior Period Taxation Adjustment - 6,54,341

Add: Deferred Tax 5,14,513 1,00,921

Profit for the year 52,24,415 29,03,924

Add: Balance brought forward from previous year 3,03,63,681 2,74,59,757

Profit available for appropriation - - (Appropriated as per Scheme of Arrangement)

Less: Appropriations Transfer to General Reserve - -

Balance carried forward 3,55,88,096 3,03,63,681



2. Particulars of Employees

Information required pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is mentioned as an Annexure to this report.

3. Public Deposits

The Company has not accepted any Fixed Deposits from the Public / Shareholders.

4. Dividend

With a view to conserve resources for funding any future business requirements and expansion plans, your Directors have not recommended any dividend for the current period.

5. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Disclosure of information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption is not applicable to your Company.

The particulars regarding foreign exchange earnings and foreign exchange expenditure during the year of Rs. 90.32 lacs and Rs.2.42 lacs respectively are as appearing in Note no. X (d) of the Notes to Accounts.

6. Share Capital

As on 31st March, 2014, the Authorized Capital was Rs.4,00,00,000/- divided into 40,00,000 Equity Shares of Rs.10/- each and Paid up Share capital of the Company is Rs. 3,27,99,450/- divided into 32,79,945 Equity Shares of Rs. 10/- each.

7. Directors

Mr. B. K. Tendulkar is the Chairman and Managing Director of the Company. Mr. N. P. Mahajani and Dr. N. S. Paranjape are Non Executive Non Independent Directors of the Company. Mr. Murlidharan Nair and Mrs. Vasundhara Atre are Non Executive Independent Directors of the Company.

8. Directors Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on representations received from operating management, the Directors hereby confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

- they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014;

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- They have prepared the annual accounts on a going concern basis.

9. Statutory Auditors

M/s. R A R & Associates, Chartered Accountants, Mumbai, the statutory auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re- appointment. The Board requests you to re-appoint them and fix their remuneration for the year 2014-15.

The Company has received a Certificate from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as the Statutory Auditor of the Company.

10. Material Events

Post completion of financial year 2013-14, the Company has got listed on Bombay Stock Exchange under "T" segment vide: BSE Notice No: 20140613-09 dated 13th June 2014 with effect from 17th June 2014 with the scrip Code: 538401

11. Acknowledgement

The Board of Directors of the Company wish to place on record their thanks and appreciation to Government agencies, all the members and executives for their contribution and support to the Company.

Date: 25th November, 2014 For and On Behalf of Board of Directors Place: Mumbai Sd/- Sd/- B. K. Tendulkar N. P. Mahajani Managing Director Director DIN: 02448116 DIN: 01048676 Add: 601, Yashika Apt, G-1304, Eternity CHS, Plot No. 113, Shri Krishna Teen Hath Naka, Nagar, Borivali (E), Thane (W), Thane - Mumbai-4000066 400604