Suyog Telematics Ltd.
|BSE: 537259||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE442P01014|
|BSE 00:00 | 22 Oct||405.00||
|NSE 05:30 | 01 Jan||Suyog Telematics Ltd|
|Mkt Cap.(Rs cr)||417|
|Mkt Cap.(Rs cr)||417.15|
Suyog Telematics Ltd. (SUYOGTELEMATICS) - Director Report
Company director report
Suyog Telematics Limited
The Board of Directors hereby submits the 25th report of thebusiness and operations of your Company along with audited financial statements for theyear ended March 31 2020.
Our Company was incorporated on July 28 1995 and since then (25 years)it is serving the telecom industry. We are registered as an infrastructure providerCategory-I (IP-I) with DoT (Department of Telecommunications) and are also an ISO 9001:2008 ISO 14001:2015 & OHSAS 18001:2007 certified company.
Our Company was founded by promoters Shivshankar Lature B.E. Civil andVivek Lature B.Com among other three persons. Former is Managing Director (MD) and latteris Whole Time Director (WTD) of the Company. Both of them have well reputation integrityand have in-depth knowledge and acumen of telecom industry. It is managed and administeredby team of Board of Directors consisting of seven (7) directors which have further itsfive committees.
The Company was converted into Public Limited Company w.e.f. March 022013. On January 22 2014 the Company was listed on Bombay Stock Exchange (BSE) SME afteran Initial Public Ofier (IPO) and on January 03 2017 the Company has voluntarily migratedto BSE Main Board.
Suyog Telematics Limited is a passive telecommunication infrastructureprovider in India engaged primarily in the business of installing and commissioning oftelecom Towers and Optical Fiber Cable ("OFC") Systems in India.
Our business is to build own and operate telecom Towers optical fibercable (OFC) systems and related assets and to provide these passive infrastructure assetson a shared basis to wireless and other communications service providers. These customersuse the space on our telecommunication towers to install active communication-relatedequipment to operate their wireless communications networks.
Long term relationship with MMRDA (Municipal Metropolitan RegionDevelopment Authority) MSRDC (Maharashtra State Road Development Corporation) NHAI(National Highway Authority of India) and BEST helps Company to erect telecom towers attheir places. Further the Company has also erected telecom towers at slum areas fromwhere huge data consumption requirement comes.
Our three largest customers are Bharti Airtel Vodafone Idea andReliance Jio which are the three leading wireless telecommunication service providers inIndia by wireless revenue.
We have our telecom towers in Mumbai Maharashtra Gujarat DelhiRajasthan Karnataka Tamil Nadu Andhra Pradesh Odisha Assam & NE West Bengal andUttarakhand. We are expanding our arm towards (Presence across Nation) PAN India.
The Financial Performance of the Company for the Financial Year endedMarch 31 2020 is as follows:
There has been no change in the Authorized Issued Subscribed andPaid-up share capital of the Company during the financial year 2019-20.
Accordingly as on March 31 2020 the Authorized share capital stoodat INR 250000000/- (Rupees Twenty-Five Crores Only) divided into 25000000 (TwoCrores and Fifty Lakhs) Equity Shares of ' 10/- (Rupees Ten Only) each. The IssuedSubscribed and Paid-up share capital stood at ' 101544000/- (Rupees Ten Crore FifteenLakhs Forty-Four Thousand Only) divided into 10154400 (One Crores One Lakhs Fifty-FourThousand and Four Hundred) of ' 10/- (Rupees Ten Only) each.
Transfer to Reserves
The Company has not transferred any amount to the general reserve forthe financial year ended March 31 2020.
The Company has declared and paid Interim dividend for financial year2019-20 as follows:
The Company has not accepted any deposit as defined under Section 2(31) of the Companies Act 2013 and as such no amount of principal or interest wasoutstanding as on the date of balance sheet.
Directors and Key Managerial Personnel
During the financial year ended March 31 2020 there have beenfollowing change in the composition of the Board of directors.
Brief resume nature of expertise details of directorships held inother companies of the Director proposed to be re-appointed along with the shareholdingin the Company as stipulated under Secretarial Standard 2 and Regulation 36 of theListing Regulations is appended as an Annexure to the Notice of the ensuing AGM.
Declaration by Independent Director(s)
The Company has received declarations from all the IndependentDirectors of the Company confirming that they continue to meet the criteria ofindependence as prescribed under Section 149 of the Companies Act 2013 and the ListingRegulations. The Independent Directors have also confi'rmed that they have complied withthe Company's code of conduct.
Board Diversity and Policy on Director's Appointment andRemuneration
The Company believes that building a diverse and inclusive culture isintegral to its success. A diverse Board will be able to leverage different skillsqualifications professional experiences perspectives and backgrounds which is necessaryfor achieving sustainable and balanced development. The Board has adopted a Policy onNomination Remuneration and Board Diversity which sets out the criteria for determiningqualifications positive attributes and independence of a Director. The detailed policy isavailable on the Company's website athttp://suyogtelematics.co.in/wp-content/uploads/2017/08/new-nomination-and-remuneration-policy- final-v.1.pdf and is annexed as Annexure A to this report.
Annual Board Evaluation and Familiarization Programme for BoardMembers
A note on the familiarization programme adopted by the Company fororientation and training of the Directors and the Board evaluation process undertaken incompliance with the provisions of the Companies Act 2013 and Listing Regulations isprovided in the Report on Corporate Governance which forms part of this Annual Report.
Committees of Board Number of Meetings of the Board and BoardCommittees
The Board of Directors met 5 (Five) times during the financial yearended March 31 2020. As on March 31 2020 the Board of directors has five (Five) of itscommittees namely Audit Committee Nomination & Remuneration Committee StakeholdersRelationship Committee Corporate Social Responsibility Committee and Committee ofDirectors.
All the recommendations made by committees of the Board were acceptedby the Board. A detailed update on the Board its composition detailed charter includingterms and reference of various Board Committees number of Board and Committee meetingsheld during FY 2019-20 and attendance of the Directors at each meeting is provided in theReport on Corporate Governance which forms part of this Report.
Subsidiary/ joint venture/ associate company
The Company doesn't have any subsidiary joint venture and associatecompany.
Auditor and Auditor's Report
o Statutory Auditor and their report
In terms of the provisions of Section 139 of the Companies Act 2013M/s SPML & Associates Chartered Accountants were appointed as the Statutory Auditorsof the Company by the shareholders at the 24*h AGM of the Company for a periodof five years i.e. up to 29*h AGM.
The Board has duly examined the Statutory Auditor's Report on theFinancial Statements of the Company for the financial year ended March 31 2020 M/s SPML& LLP. Chartered Accountants which does not contain any observation qualificationsreservations disclaimer or adverse remarks.
o Secretarial Auditor and their report
The Company had appointed M/s. Harish Chawla & Associates CompanySecretaries New Delhi to conduct its Secretarial Audit for the financial year endedMarch 31 2020. The Secretarial Auditor has submitted its Report confirming compliance bythe Company of all the provisions of applicable corporate laws. The Report does notcontain any qualification observation disclaimer or adverse remark. The SecretarialAudit Report for the FY 2019 - 20 is annexed as Annexure B to this report. The Board hasappointed M/s. Makarand M. Joshi & Co. Company Secretaries Mumbai as SecretarialAuditor of the Company for the FY 2020-21.
o Cost Auditor and their report
In terms of the provisions of Section 148 of the Companies Act 2013the Company had appointed Ms. Leena S. Murkute Practicing Cost Accountant Mumbai toconduct its Cost Audit for the financial year ended March 31 2020. The Cost Auditor hassubmitted its Report which does not contain any observation qualificationsreservations disclaimer or adverse remark. The Board has re- appointed Ms. Leena S.Murkute Practicing Cost Accountant Mumbai as Cost Auditor of the Company for the FY2020-21.
In accordance with the provisions of Section 148 of the Companies Act2013 read with the Companies (Audit and Auditors) Rules 2014 since the remunerationpayable to the Cost Auditors is required to be ratified by the shareholders the Boardrecommends the same for approval by shareholders at the ensuing AGM.
Corporate Social Responsibility
The Company constituted Corporate Social Responsibility Committee underSection 135 of the Companies Act 2013 in the Board Meeting held on 18*hSeptember 2015 and the Corporate Social Responsibility Policy was approved in the BoardMeeting held on 18*h April 2016. A report on the same is attached with theBoard's Report at Annexure C. During the financial year 2019-2020 the Company has madedonations but that are not qualified as CSR expenditure in terms of Sec 135 of theCompanies Act 2013. The Company is in process finding suitable options to do expenditureswhich are qualified as CSR.
The Company has also formulated a Corporate Social ResponsibilityPolicy which is available on the Company's website at http://suyogtelematics.co.in/investor-relation/
Management discussion and analysis report
The Management Discussion and Analysis Report is attached as AnnexureG.
The Company is committed to benchmarking itself with global standardsfor providing good corporate governance. The Board constantly endeavors to take thebusiness forward in such a way that it maximizes long term value for the stakeholders. TheCompany has put in place an efiective corporate governance system which ensures that theprovisions of Listing Regulations are duly complied with. A detailed report on thecorporate governance pursuant to the requirements of Listing Regulations forms part ofthis Annual Report. A certificate confirming compliance of conditions of corporategovernance as stipulated in Listing Regulations is annexed as Annexure H to this report.
Business Responsibility Report
As stipulated under the Listing Regulations the BusinessResponsibility Report describing the initiatives taken by the Company from environmentalsocial and governance perspective forms a part of the Annual Report.
Risk management policy
The Company has adopted risk management policy which outlines the riskmanagement framework of the Company. The policy contains the following aspects:
1. Overview of risk management.
2. Roles & Responsibilities of the Board of Directors AuditCommittee and other Key Personnel of the Company with regards to risk Management.
3. Structure & procedure for identification escalation andminimization of risk.
Internal financial controls and their adequacy
The Company has established a robust framework for internal financialcontrols. The Company has in place adequate controls procedures and policies ensuringorderly and efficient conduct of its business including adherence to the Company'spolicies safeguarding of its assets prevention and detection of frauds and errorsaccuracy and completeness of accounting records and timely preparation of reliablefinancial information. During the year such controls were assessed and no reportablematerial weaknesses in the design or operation were observed. Accordingly the Board is ofthe opinion that the Company's internal financial controls were adequate and effectiveduring FY 2019-20.
Vigil mechanism or Whistle Blower Policy
The Code of Conduct and vigil mechanism applicable to Directors andSenior Management of the Company is available on the Company's website athttp://suyogtelematics.co.in/wp-content/uploads/2017/01/whiste-blower-policy-1.pdf
Other Statutory Disclosures o Annual return:
Pursuant to the provisions of Secti'on 134(3)(a) of the Companies Act2013 extract of the Annual Return in Form MGT-9 for the financial year ended 31stMarch 2020 made under the provisions of Secti'on 92(3) of the Act is attached as AnnexureF which forms part of this Report. Further the Company has placed its Annual Return (as at31s* March 2019 and as at 31st March 2020) referred to in Secti'on92(3) in MGT-7 format on the website of the company athttps://suyogtelemati'cs.co.in/result-annual-report/:
o Related party transactions
The details of transactions/contracts/arrangements entered by theCompany with related party / parties as defined under the provisions of Section 2(76) ofthe Companies Act 2013 during the financial year under review are furnished in AnnexureD and forms part of this Report.
o Particulars of loans guarantees or investments under section 186
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the note no. 5 11 and12 to the Financial Statements.
o Significant and material orders
There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.
o Material Changes and commitments if any affecting the financialposition of the company between the end of the financial year and the date of Boardreport.
Management does not perceive any material changes affecting financialposition of the Company between the end of the financial year and the date of Boardreport.
o Change in the nature of business
There is no change in nature of the business of the Company during thefinancial year.
o Capital Market Ratings
As on March 31 2020 the Company was rated by one domestic ratingAgency namely CRISIL. As on March 31 2020 CRISIL rating for Long term borrowing isBBB- with stable outlook. For short term borrowing rating is CRISIL A3.
o Employee Stock Option Plan
The Company Employee Stock Options ('ESOP') scheme has been approvedby the shareholders in the AGM held on September 24 2018 which shall be administered byNomination and Remuneration Committee.
o Particulars of employees
Disclosures relating to remuneration of Directors u/s 197(12) of theCompanies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure E to this report.
None of the employees was in receipt of remuneration more than or equalto one crore and two lacs rupees in a year or equal to or more than eight lakh and fiftythousand per month. Additionally none of the employees if employed throughout thefinancial year or part thereof was in receipt of remuneration in that year which in theaggregate or as the case may be at a rate which in the aggregate is in excess of thatdrawn by the managing director or whole-time director and holds by himself or along withhis spouse and dependent children not less than two percent of the equity shares of thecompany. Hence the information as required to be provided in terms of Section 197 (12) ofthe Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not applicable on the Company.
Conservation technology absorption and foreign exchangeearnings and outgo:
(i) Conservation of Energy:
The Company initiates all efforts to minimize the consumption. At alllevels conservation of energy is stressed upon. Company also takes possible measures toreduce the consumption by deploying automation.
(ii) Technology Absorption:
"Go Green" is inherent to our Business Model of Tower Sharingas every Co-Location we add to the network helps in bringing down the energy consumptionon a per Co-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:
Foreign Exchange earnings and outgo for the financial years ended March31 2020 and March 31 2019 were nil.
Declaration by the managing director:
Declaration signed by the Managing Director stating that the members ofboard of directors and senior management personnel have affirmed compliance with the codeof conduct of board of directors and senior management is attached with the CorporateGovernance Report as Annexure B.
Declaration of the directors on the code of conduct
This is to inform that the Company has adopted a Code of Conduct forits employees including the Directors. We confirm that the Company has in respect of thefinancial year ended 31s* March 2020 received from the senior management teamof the Company and the Members of the Board a declaration of compliance with the Code ofConduct.
Disclosure under Section 197(14) of the Companies Act 2013
Neither the Managing Director & CEO nor the Whole-time Director ofthe Company receives any remuneration or commission from its holding or subsidiaryCompany.
Your Company has not issued bonus shares during the financial year2019- 20.
Transfer to investor education and protection fund.
There is no requirement to transfer funds to the Investor Education andProtection Fund during the Financial Year.
Disclosure under the sexual harassment of women at workplace.
Prevention of Sexual harassment
The Company is committed to provide a protective environment atworkplace for all its women employees. To ensure that every woman employee is treated withdignity and respect and as mandate under " The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal ) Act 2013" the Company has inplace a formal policy for prevention of sexual harassment of its women employees.
The Company has in place an Anti-Sexual Harassment Policy in line withthe requirement of "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013".
Further the Company has constituted Internal Complaints Committee toredress Complaints received regarding sexual harassment during the period. The followingis a summary of sexual harassment complaints received and disposed off during the period:
Following provisions are not applicable to the company for therelevant financial year.
1. Details in respect of frauds reported by auditors other than thosewhich are reportable to the Central Government.
2. Dividend Distribution Policy.
3. Disclosure under Section 43(a) (ii) Of the Companies Act 2013.
4. Disclosure under Section 54(1) (d) Of the Companies Act 2013.
5. Disclosure under Section 67(3) of the Companies Act 2013.
6. Disclosure under Section 68 of the Companies Act 2013.
The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings'respectively have been duly followed by the Company.
Directors' responsibility statement
To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134 (3) (c) of the Companies Act 2013:
(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
(b) The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) The directors had prepared the annual accounts on a going concernbasis; and
(e) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
(f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Board of Directors wish to place on record its appreciation for thecommitment dedication and hard work done by the employees of the Company and thecooperation extended by Banks Government Authorities Customers Shareholders and looksforward to a continued mutual support and co-operation.