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Suyog Telematics Ltd.

BSE: 537259 Sector: Infrastructure
NSE: N.A. ISIN Code: INE442P01014
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VOLUME 477
52-Week high 600.00
52-Week low 290.00
P/E 27.88
Mkt Cap.(Rs cr) 376
Buy Price 0.00
Buy Qty 0.00
Sell Price 383.00
Sell Qty 124.00
OPEN 389.00
CLOSE 389.00
VOLUME 477
52-Week high 600.00
52-Week low 290.00
P/E 27.88
Mkt Cap.(Rs cr) 376
Buy Price 0.00
Buy Qty 0.00
Sell Price 383.00
Sell Qty 124.00

Suyog Telematics Ltd. (SUYOGTELEMATICS) - Director Report

Company director report

TO THE MEMBERS

The Directors have pleasure in presenting the 21st Annual Report of Suyog TelematicsLimited along with the Statement of Accounts for the year ended March 31 2016.

FINANCIAL HIGHLIGHTS

Our Company’s financial performance for the year under review has been encouragingand is summarized below:

Rs. In lakhs
Particulars 2015-16 2014-15
Total Income 4375.37 2171.21
Less: Expenditure & Depreciation 2291.75 1464.43
Profit before Tax (PBT) 1827.04 539.33
Less: Tax (including deferred tax) 621.01 201.95
Profit After Tax (PAT) 1206.03 337.38

REVIEW OF OPERATIONS

The Total Turnover of the company stands Rs. 4375.37 lakhs as compared to Rs. 2171.21lakhs in the previous year an increase of approx 100%. There has been four times increasein the net profit after tax during the financial year. Your directors are hopeful ofsimilar upward trend in the performance of the company in the coming years.

DIVIDEND

Your Directors do not recommend any dividend as the Company propose to conserveit’s profits for future growth of the Company.

RESERVES

There is no transfer to reserves during the financial year under consideration.

SHARE CAPITAL

The share capital of the company remains unchanged during the Financial Year 2015-16.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review.

STATUTORY AUDITORS

At the 19th Annual General Meeting of the Company held on 22nd September 2014 theMembers of the Company appointed M/s Maheshwari & Co. Chartered Accountants asStatutory Auditors of the Company for a period of 5 years subject to ratification by theMembers every year. Therefore ratification of appointment of Statutory Auditors is beingsought from the members of the Company at the ensuing Annual General Meeting for the year2016-17.

AUDITORS' REPORT

Regarding the Auditors’ observations relating to non-compliances by the companythe company is in the procedure of complying with all the applicable laws. Otherobservations of Auditors in their report read with notes to the accounts areself-explanatory.

DISCLOSURES UNDER SECTION 134(3)(i) OF THE COMPANIES ACT 2013

Except as disclosed elsewhere in this report no material changes and commitments haveoccurred between the end of the financial year of the Company and date of this reportwhich could affect the Company’s financial position.

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013

The Company has not issued any shares with differential rights and hence no informationas 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.

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 andhence 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.

DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013

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

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis Report is attached as Annexure I.

INTERNAL FINANCIAL CONTROLS:

A report on Internal Financial Controls has been issued by the Statutory Auditor and isforming a part of the Statutory Audit Report as Annexure B.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has proper and adequate system of internal control to ensure that allassets are safeguarded and protected against loss from unauthorized use or disposition andthat transaction are authorized recorded and reported correctly. The Company haseffective system in place for achieving efficiency in operations optimum and effectiveutilization of resources monitoring thereof and compliance with applicable laws.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company’s operations in future.

CORPORATE SOCIAL RESPONSIBILITY

The Company constituted Corporate Social Responsibility Committee under Section 135 ofthe Companies Act 2015 in the Board Meeting held on 18th September 2015 and theCorporate Social Responsibility Policy was approved in the Board Meeting held on 18thApril 2016.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

The details of transactions/contracts/arrangements entered by the Company with relatedparty / parties as defined under the provisions of Section 2(76) of the CompaniesAct 2013 during the financial year under review are furnished in Annexure II andforms part of this Report.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: Board of Directors

During the relevant year following appointments and resignations took place:

The Board appointed Mrs. Leena Vijay Govekar (DIN: 07286584) as an Additional Directorwith effect from 18th September 2015.

As per the provisions of Section 149 of the Companies Act 2013 the Company needs tohave atleast one women director on the Board. In order to comply with these requirementsthe Board of Directors appointed Mrs. Leena Vijay Govekar (DIN: 07286584) as an additionaldirector and a women director of the Company categorized as Independent Director w.e.f.18th September 2015 and who shall hold office till the date of this Annual GeneralMeeting.

The Company has received a notice from a member proposing the candidature of Mrs. LeenaVijay Govekar (DIN: 07286584) as the Director of the Company. Necessary resolution forappointment of Mrs. Leena Vijay Govekar (DIN: 07286584) as Director of the Company isincluded in the Agenda of Notice of Annual General Meeting. Your Board recommends herappointment.

The Board appointed Mrs. Suchitra Shivshankar Lature (DIN: 07440192) as non-executiveAdditional Director with effect from 18th February 2016. The Company has received anotice from a member proposing the candidature of Mrs. Suchitra Shivshankar Lature (DIN:07440192) as the Director of the Company. Necessary resolution for appointment of Mrs.Suchitra Shivshankar Lature (DIN: 07440192) as Director of the Company is included in theAgenda of Notice of Annual General Meeting. Your Board recommends her appointment.

In terms of Section 152 of the Companies Act 2013 Mr. Gurushantappa Lature wouldretire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr.Gurushantappa Lature has offered himself for re-appointment.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

1. Saturday 30th May 2015

2. Thursday 3rd September 2015

3. Friday 18th September 2015

4. Wednesday 21st October 2015

5. Friday 13th November 2015

6. Thursday 18th February 2016

COMMITTEES OF THE BOARD

1. Audit Committee

• Mr. Kallinath Chitradurga – Chairman

• Mr. Vivek Lature – Member

• Mr. Deodatta Marathe – Member

2. Nomination & Remuneration Committee

• Mr. Kallinath Chitradurga – Chairman

• Mr. Deodatta Marathe – Member

• Mr. Satyajeet Choudhary (resigned wef 27.05.2016) – Member

• Mrs. Leena Govekar (wef 27.05.2016) – Member

3. Stakeholders’ Relationship Committee

• Mr. Gurushantappa Lature – Chairman

• Mr. Shivshankar Lature – Member

• Mr. Kallinath Chitradurga – Member

4. Corporate Social Responsibility Committee

Mr. Shivshankar Lature – Chairman

Mr. Gurushantappa Lature – Member

Mr. Kallinath Chitradurga – Member

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT IF ANY

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT

This is to inform that the Company has adopted a Code of Conduct for its employeesincluding the Directors. We confirm that the Board of Directors and Senior Management inrespect of the financial year ended 31st March 2016 is in compliance with the Code ofConduct.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Nilesh A. Pradhan & Co. to undertake the Secretarial Audit of theCompany. The Report of the Secretarial Audit Report is annexed herewith as "AnnexureIII".

The comments of the Directors on the observations made by Secretarial Auditor are asbelow:

The Company is in the process of complying with the provisions of Section 185 of theCompanies Act - 2013.

The Company could not comply with certain compliances as there was no Company Secretaryon the Board till September 2015. The Company is taking adequate steps to make good thenecessary compliances.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Management does not perceive any material changes occurred subsequent to the close ofthe financial year as on 31/03/2016 before the date of report dated 19/08/2016 affectingfinancial position of the Company in any substantial manner.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT – 9 is attached in Annexure IV.

NOMINATION AND REMUNERATION POLICY

The Board has constituted Nomination & Remuneration Committee on 29th July 2013 inaccordance with Section 178 of the Companies Act 2013. The policy provides for thefunctions of the committee in relations of the determination of the remuneration payableto the executive and other non-executive directors recommendation forappointment/re-appointment of the Executive Directors revision in the remuneration of theexisting executive directors of the company from time to time. The policy is placed on theCompany’s website [www.suyogtelematics.co.in].

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(i) Conservation of Energy:

The Company initiates all efforts to minimize the consumption. At all levelsconservation of energy is stressed upon. Company also takes possible measures to reducethe consumption by deploying automation.

(ii) Technology Absorption:

"Go Green" is inherent to our Business Model of Tower Sharing as everyCo-Location we add to the network helps in bringing down the energy consumption on a perCo-Location Basis. We have institutionalized a Green Towers program which is aimed atminimizing dependency on diesel consumption and thereby reducing carbon footprint.

(iii) Foreign Exchange Earnings and Outgo:

2014-15 2013-14
Foreign Exchange earnings NIL NIL
Foreign Exchange outgo NIL NIL

RISK MANAGEMENT POLICY

The Company has adopted risk management policy which outlines the risk managementframework of the Company. The policy contains the following aspects:

1. Overview of risk management.

2. Roles & Responsibilities of the Board of Directors Audit Committee and otherKey Personnel of the Company with regards to risk Management. 3. Structure & procedurefor identification escalation and minimisation of risk.

FORMAL ANNUAL EVALUATION

The Board Report includes a statement as Annexure V indicating the manner in whichformal annual evaluation has been made by the Board of its own performance and that of itscommittees and individual directors.

PARTICULARS OF EMPLOYEE REMUNERATION

The information required pursuant to Section 197(12) read with Rule 5(2) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished herewith in annexure VI. The Company has not employed anyindividual whose remuneration falls within the purview of the limits prescribed under theprovisions Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENTS:

The Board of Directors wish to place on record its appreciation for the commitmentdedication and hard work done by the employees of the Company and the cooperation extendedby Banks Government Authorities Customers Shareholders and looks forward to a continuedmutual support and co-operation.

Registered Address of the Company By Order of the Board of Directors
41 Suyog Industrial Estate For Suyog Telematics Limited
1st Floor LBS Marg Vikhroli (W) Sd/-
Mumbai-400083 Managing Director
Date: 19/08/2016 (Mr. Shivshankar Gurushantappa Lature)
Place: Mumbai (DIN: 02090972)

ANNEXURE –I

To The Members

SUYOG TELEMATICS LIMITED

41 Suyog Industrial Estate 1st Floor L B S Marg Vikhroli West Mumbai - 400083

My report of even date is to be read along with this letter

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believed that the processes and practices that I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company. 4. Where ever required I have obtained the Managementrepresentation about the compliance of laws rules and regulations and happening of eventsetc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis. 6. The Secretarial Audit report is neitheran assurance as to the future viability of the company nor of the efficacy oreffectiveness with which the management has conducted the affairs of the company.

For Nilesh A.Pradhan & Co
Practicing Company Secretaries
Sd/-
Nilesh A.Pradhan
Proprietor
Place: Mumbai FCS: 5445
Date: 19/08/2016 COP: 3659

ANNEXURE V

STATEMENT ON MANNER OF EVALUATION OF BOARD OF DIRECTORS COMMITTEE AND INDIVIDUALDIRECTORS:

Pursuant to the provisions of the Companies Act 2013 the Board carried out the annualperformance evaluation of its own performance all the directors individually as well asthe Audit Committee Nomination and Remuneration Committee Stakeholders RelationshipCommittee and Corporate Social Responsibility Committee of the Board. A Policy named as"Nomination Remuneration and Performance Evaluation Policy" with structuredquestionnaire was prepared after taking into consideration inputs received from directors.

A separate exercise was carried out to evaluate the performance of individual directorson the parameters set out in the policy. The performance evaluation of IndependentDirectors was carried out by the entire Board based on parameters such as Qualificationskills and knowledge leadership qualities compliance with ethical standards and code ofconduct of the Company etc.

The independent directors at a separate meeting carried out the performance evaluationof Non-Executive Directors Board as a whole and the Audit Nomination & RemunerationStakeholders Relationship and Corporate Social Responsibility Committee of the Board. Thequality quantity and timeliness of flow of information between the Company management andBoard were also evaluated. Performance of Non – Executive Directors was evaluated onparameters such as Qualification leadership skills steps initiated towards businessdevelopment steps initiated towards branding of the Company exercising dutiesdiligently etc.

Performance of the Board as a whole was evaluated on parameters such as compositionwith right mix of skills and knowledge whether the board receives regular updates onproduction marketing and financials and takes all necessary steps to ensure that theoperations of the organization are sound and reviews the organizations performance incarrying out a stated mission on a regular basis whether Board Meeting are conducted in amanner that encourages open communication meaningful discussions and timely resolution ofissues members of the Board meets applicable independence requirement etc.

Performance of the Committees of the Board were evaluated on parameters such asefficiency and effectiveness of the systems in the Company consideration of matters andconcerns raised by the members in the meeting committees accomplishments with respect toperformance objectives redressal of complaints and grievances co-ordination with otherCommittees and Board adherence to companies policies and internal procedures etc. On awhole all the directors expressed their satisfaction with the evaluation process.

Registered Address of the Company By Order of the Board of Directors
41 Suyog Industrial Estate For Suyog Telematics Limited
1st Floor LBS Marg Vikhroli (W) Sd/-
Mumbai-400083 Managing Director
Date: 19/08/2016 (Mr. Shivshankar Gurushantappa Lature)
Place: Mumbai (DIN: 02090972)

ANNEXURE VI

Particulars of employee's remuneration & statement pursuant to Section 197 of thecompanies act 2013

Particulars of Employees remuneration and other details in terms of Section 134(3)(q)read with Section 197(12) of the Companies Act 2013 and Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014;

Sr. No Requirements Disclosure
1 The ratio of the remuneration of each Director to the median remuneration of the employees for the financial year* MD: 3.75:1 ; WTD: 2.08:1
2 The percentage increase in remuneration of each Director CFO CEO CS in the financial year The CS and CFO have been appointed during the Financial year 2015-16.
3 The percentage increase in the median remuneration of employees in the financial year Not Applicable
4 The number of permanent employees on the rolls of the Company There were 15 employees on the rolls of the Company as on March 31 2016.
5 The explanation on the relationship between average increase in remuneration and Company performance Increase in employee Remuneration is in line with the growth of the company
6 Comparison of the remuneration of the Key Managerial Personnel against performance of the Company Increase in remuneration of key managerial personnel is decided on the parameters set out in the Nomination and Remuneration Policy which is directly linked with the individual performance and the performance of the business.
7 Average percentile increase already made in the salaries of the employees other than the managerial personnel in the last Financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration Owing to the recruitment in the company the employee remuneration was twice the last year where as there was very less increment in managerial remuneration.
8 The key parameters for any variable component of remuneration availed by the Directors Not Applicable
9 The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year Not Applicable
10 Affirmation that the remuneration is as per the remuneration policy of the Company Remuneration is as per the remuneration policy

*the Independent Directors are entitled to receive sitting fees in accordance to theirattendance in the Board Meetings. The Details of the remuneration of the Board ofDirectors are provided in the extract of Annual Return forming part of the Board Report.

Registered Address of the Company By Order of the Board of Directors
41 Suyog Industrial Estate For Suyog Telematics Limited
1st Floor LBS Marg Vikhroli (W) Sd/-
Mumbai-400083 Managing Director
Date: 19/08/2016 (Mr. Shivshankar Gurushantappa Lature)
Place: Mumbai (DIN: 02090972)