Suyog Telematics Ltd.
|BSE: 537259||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE442P01014|
|BSE 00:00 | 13 Jul||300.00||
|NSE 05:30 | 01 Jan||Suyog Telematics Ltd|
|Mkt Cap.(Rs cr)||305|
|Mkt Cap.(Rs cr)||304.50|
Suyog Telematics Ltd. (SUYOGTELEMATICS) - Director Report
Company director report
The Directors have pleasure in presenting the 22nd Annual Report of SuyogTelematics Limited along with the Statement of Accounts for the year ended March 312017.
Our Company Rs. s financial performance for the year under review has been encouragingand is summarized below:
Rs. (in lakh)
REVIEW OF OPERATIONS
The total turnover of the Company stands Rs. 6053.75 lacs as compared to Rs. 4375.37lacs in the previous year an increase of approx. 38%. There has been 1.4 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.
CHANGE IN THE NATURE OF BUSINESS
There is no change in nature of the business of the Company during the Financial Year.
Your Directors do not propose any dividend as the Company propose to conserve itsprofits for future growth of the Company. BONUS SHARES
Your Company has allotted bonus shares in the ratio of 1:5 on June 15 2016.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
There is no requirement to transfer funds to the Investor Education and Protection Fundduring the Financial Year.
There is no transfer to reserves during the financial year under consideration.
FOLLOWING PROVISIONS ARE NOT APPLICABLE TO THE COMPANY FOR THE RELEVANT FINANCIAL YEAR.
1. Details In respect of frauds reported by auditors other than those which arereportable to the Central Government.
2. Business Responsibility Statement
3. Dividend Distribution Policy
4. Disclosure UnderSection 43(A)(ii) Of the Companies Act 2013
5. Disclosure UnderSection 54(1)(D) Of the Companies Act 2013
6. Disclosure UnderSection 62(1)(B) Of the Companies Act 2013
7. Disclosure UnderSection 67(3) of the Companies Act 2013
8. Disclosure UnderSection 68 Of the Companies Act 2013
The paid up share capital of the Company has changed from Rs. 846.20 lakh to Rs.1015.44 lakh during the financial year 2016-17 pursuant to the bonus issue.
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.
At the 19th Annual General Meeting of the Company held on 22ndSeptember 2014 the Members of the Company appointed M/s Maheshwari & Co. CharteredAccountants as Statutory Auditors of the Company for a period of 5 years subject torafification by the Members every year. Therefore rafification of appointment ofStatutory Auditors is being sought from the members of the Company at the ensuing AnnualGeneral Meeting for the year 2016-17.
AUDITORS Rs. REPORT
The Auditors made an observation that the Company has entered into transactions withDirectors and Enfifies in which Directors are interested in violation of Section 185 ofthe Companies Act 2013.
Regarding the Auditors Rs. observations relating to non-compliances by the company thecompany is in the procedure of complying with all the applicable laws. Other observationsof Auditors in their report read with notes to the accounts are self-explanatory.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is attached as Annexure I.
INTERNAL FINANCIAL CONTROLS
The Company has established a robust framework for internal financial controls. TheCompany has in place adequate controls procedures and policies ensuring orderly andefficient conduct of its business including adherence to the Company Rs. s policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of accounting records and fimely preparation of reliable financialinformation. During the year such controls were assessed and no reportable materialweaknesses in the design or operation were observed. Accordingly the Board is of theopinion that the Company Rs. s internal financial controls were adequate and effecfiveduring FY 2016-17.
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 haseffecfive system in place for achieving efficiency in operations opfimum and effecfiveufilization of resources monitoring thereof and compliance with applicable laws.
DECLARATION BY THE MANAGING DIRECTOR
Declaration signed by the Managing Director stating that the members of board ofdirectors and senior management personnel have affirmed compliance with the code ofconduct of board of directors and senior management is attached with the CorporateGovernance Report as Annexure B.
CORPORATE SOCIAL RESPONSIBILITY
The Company consfituted Corporate Social Responsibility Committee under Section 135 ofthe Companies Act 2013 in the Board Meeting held on 18th September 2015 andthe Corporate Social Responsibility Policy was approved in the Board Meeting held on 18thApril 2016. A report on the same is attached with the Board Rs. s Report at Annexure II.
The Company has also formulated a Corporate Social Responsibility Policy which isavailable on the Company Rs. s website at https://suvogtelemafics.co.in/wp-content/uploads/2017/02/Corporate-Social-Responsibilitv-Policv-of-Suvog.pdf
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions ofSection 186of 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 Companies Act2013 during the financial year under review are furnished in Annexure III and forms partof this Report.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors
During the relevant year following appointments and resignations took place:
Mr. Satyajeet Rajshekhar Choudhary resigned from the position of IndependentDirector w.e.f. May 27 2016.
The Board appointed Mr. Anand Ganpat Kode (DIN: 07672552) as an AdditionalIndependent Director w.e.f. December 08 2016.
As per the provisions of Section 149 of the Companies Act 2013 the Board of Directorsappointed Mr. Anand Ganpat Kode (DIN: 07672552) as an Additional Director of the Companycategorized as Independent Director who shall hold office till the date of this AnnualGeneral Meeting.
The Company has received a notice from a member along with deposit of Rs. 100000/-proposing the candidature of Mr. Anand Ganpat Kode (DIN: 07672552) as the Director of theCompany. Necessary resolution for appointment of Mr. Anand Ganpat Kode (DIN: 07672552) asIndependent Director of the Company is included in the agenda of notice of Annual GeneralMeeting. Your Board recommends his appointment.
In terms ofSection 152 of the Companies Act 2013 Mr. Vivek Lature would retireby rotation at the forthcoming AGM and is eligible for re-appointment. Mr. Vivek Laturehas offered himself for re-appointment.
The Board appointed Ms. Vedika Gupta as the Company Secretary & ComplianceOfficer of the Company as on September 01 2015 who has resigned w.e.f. from 31stDecember 2016.
The Board appointed Ms. Nishtha Agrawal as the Company Secretary &Compliance Officer of the Company w.e.f. February 07 2017.
A brief resume nature of expertise details of other directorships and otherinformation of the Directors proposed to be appointed/ re-appointed as stipulated inSecretarial Standard 2 and Regulation 36 of the Listing Regulations is appended as anAnnexure A to the notice of ensuing AGM.
Annual Board Evaluation and Familiarization Programme for Board Members
A note on the familiarization programme adopted by the Company for orientation andtraining of the Directors and the Board evaluation process undertaken in compliance withthe provisions of the Companies Act 2013 and Listing Regulations is provided in theReport on Corporate Governance which forms part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During FY 2016-17 the Board of Directors met 9 (Nine) times on: i.e. on Monday April18 2016; Friday May 27 2016 Wednesday June 15 2016 Friday August 19 2016; FridayAugust 26 2016; Monday 14 2016; Wednesday February 01 2017; Tuesday February 072017; Tuesday March 14 2017.
The period between any two consecutive meetings of the Board of Directors of theCompany was not more than 120 days.
The details regarding composition number of board meetings held and attendance of theDirectors during FY 2016-17 are set out in the Report on Corporate Governance which formspart of this Annual Report.
DECLARATION BY INDEPENDENT DIRECTOR(S)
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149 ofthe Companies Act 2013 and the Listing Regulations.
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 Company has in respect of the financial yearended 31st March 2017 received from the senior management team of the Companyand the Members of the Board a declaration of compliance with the Code of Conduct.
The Company has several Committees which have been established as a part of the bestcorporate governance practtces and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes. As on March 31 2017 the Board has FourCommittees namely Audit Committee; Nomination and Remuneration Committee; CorporateSocial Responsibility Committee and Stakeholders Rs. Relationship Committee. The detailswith respect to the composition powers roles terms of reference no. of meetings etc.of the Committees held during the FY 2016-17 and attendance of the Directors at eachmeeting is provided in the Report on Corporate Governance which forms part of this AnnualReport.
SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY
The Company doesn Rs. t have any subsidiary joint venture and associate company.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT-9 is attached in Annexure IV.
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. Practtcing Company Secretary to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure V".
The comments of the Directors on the observations made by Secretarial Auditor are asbelow:
1) Secretarial Auditors pointed out that there was delay in submission of the AuditReport on Reconciliation of share capital as required under Regulation 55A of Securittesand Exchange Board of India (Depositories & Parttcipants) Regulations 1996 for thequarter ended 31st March 2016. The Company was facing a huge technological lowwithin the office. Hence all internet related acttvittes came to an halt.
2) Loan to Directors and other related persons in non - compliance of section 185. YourDirectors have taken a note of this. They assure that the Company shall keep in mind thelegal framework before entering into any transaction.
The Company is committed to benchmarking itself with global standards for providinggood corporate governance. The Board constantly endeavours to take the business forward insuch a way that it maximises long term value for the stakeholders. The Company has put inplace an effective corporate governance system which ensures that the provisions ofListing Regulations are duly complied with. A detailed report on the corporate governancepursuant to the requirements of Listing Regulations forms part of this Annual Report. Acerttficate confirming compliance of conditions of corporate governance as sttpulated inListing Regulations is annexed as Annexure VI to this report.
CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
Management does not perceive any material changes occurred subsequent to the close ofthe financial year as on 31/03/2017 before the date of board report affecting financialposition of the Company in any substanttal manner.
NOMINATION AND REMUNERATION POLICY
The Board has constttuted Nomination and Remuneration Committee on 29thJuly 2013 in accordance with Section 178 of the Companies Act 2013. The policy providesfor the functions of the committee in relations to the determination of the remunerationpayable to the executive and other non-executive directors recommendation forappointment/re-appointment of the Executive Directors revision in the remuneration of theexisting directors of the company from time to time. The policy is placed on the CompanyRs. s website https://suyogtelematics.co.in/wp-content/uploads/2017/03/nomination-and-remuneration-policy-amended-as-on-May-27-2016-l.pdf and is annexed as Annexure VII to this report.
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 at minimizingdependency on diesel consumption and thereby reducing carbon footprint.
(iii) Foreign Exchange Earnings and Outgo:
Foreign Exchange earnings and outgo for the financial years ended March 31 2017 andMarch 31 2016 were nil.
The Code of Conduct and vigil mechanism applicable to Directors and Senior Managementof the Company is available on the Company Rs. s website at www.suyogtelematics.co.in
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 & procedure for identification escalation and minimization of risk.
PARTICULARS OF EMPLOYEES
Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act2013 read with Rule 5(1) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure VIII to this report.
None of the employees was in receipt of remuneration more than or equal to one croreand two lacs rupees in a year or equal to or more than eight lakh and fifty thousand permonth. Additionally none of the employees if employed throughout the financial year orpart thereof was in receipt of remuneration in that year which in the aggregate or asthe case may be at a rate which in the aggregate is in excess of that drawn by themanaging director or whole-time director and holds by himself or along with his spouse anddependent children not less than two percent of the equity shares of the company. Hencethe information as required to be provided in terms of Section 197 (12) of the CompaniesAct 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not applicable on the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The details are mentioned in Corporate Governance Report.
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 Rs. 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 relatingto 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.
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.