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Suyog Telematics Ltd.

BSE: 537259 Sector: Infrastructure
NSE: N.A. ISIN Code: INE442P01014
BSE 00:00 | 07 Aug 325.25 10.85
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NSE 05:30 | 01 Jan Suyog Telematics Ltd
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VOLUME 1073
52-Week high 475.00
52-Week low 246.80
P/E 10.00
Mkt Cap.(Rs cr) 330
Buy Price 323.00
Buy Qty 10.00
Sell Price 337.00
Sell Qty 5.00
OPEN 321.00
CLOSE 314.40
VOLUME 1073
52-Week high 475.00
52-Week low 246.80
P/E 10.00
Mkt Cap.(Rs cr) 330
Buy Price 323.00
Buy Qty 10.00
Sell Price 337.00
Sell Qty 5.00

Suyog Telematics Ltd. (SUYOGTELEMATICS) - Director Report

Company director report

Dear members

The Board of Directors hereby submits the 24th report of the business and operations ofyour Company along with audited financial statements for the year ended March 31 2019.

Company Overview

Our Company was incorporated on July 28 1995 and since then (24 years) it is servingthe telecom industry. We are registered as an infrastructure provider Category-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 and Vivek LatureB.Com among other three persons. Former is Managing Director (MD) and latter is Whole TimeDirector (WTD) of the Company. Both of them have well reputation integrity and havein-depth knowledge and acumen of telecom industry. ItismanagedandadministeredbyteamBoard ofeight(8) directors which have further its five committees.

The Company was converted into Public Limited Company w.e.f. March 02 2013. On January22 2014 the Company was listed on Bombay Stock Exchange (BSE) SME after an InitialPublic Offer (IPO) and on January 03 2017 the Company has voluntarily migrated to BSEMain Board.

Business Overview

Suyog Telematics Limited is a passive telecommunication infrastructure provider inIndia engaged primarily in the business of installing and commissioning of telecom Towersand Optical Fiber Cable ("OFC") Systems in India.

Our business is to build own and operate telecom Towers optical fiber cable (OFC)systems and related assets and to provide these passive infrastructure assets on a sharedbasis to wireless and other communications service providers. These customers use thespace on our telecommunication towers to install active communication-related equipment tooperate their wireless communications networks.

Long term relationship with MMRDA (Municipal Metropolitan Region DevelopmentAuthority) MSRDC (Maharashtra State Road Development Corporation) NHAI (National HighwayAuthority of India) and BEST helps Company to erect telecom towers at their places.Further the Company has also erected telecom towers at slum areas from where huge dataconsumption requirement comes.

Our three largest customers are Bharti Airtel Vodafone Idea and Reliance Jio whichare the three leading wireless telecommunication service providers in India by wirelessrevenue.

Current financial year was one of the toughest year for Indian Telecom Industry inwhich we have seen exit of almost 5 telecom operators. But even in such a difficultcondition we have not only sustained but have also grown our Revenues by 24.50%.

We have our telecom towers in Mumbai Maharashtra Gujarat Delhi Rajasthan andUttrakhand. We are expanding our arm towards (Presence Across Nation) PAN India.

Financial highlights

The Financial Performance of the Company for the Financial Year ended March 31 2019 isas follows:

Particulars 2018-19 2017-18 % increase/decrease
Revenue 105.34 84.61 24.50
Other Income 2.28 2.38 (4.39)
Total Income 107.61 86.99 23.71
Expenditure 53.11 58.65 (9.45)
Interest 6.97 7.6 (8.34)
PBDT 47.54 28.34 67.74
Depreciation 5.75 4.42 30.06
PBT 41.79 23.94 74.56
Tax 13.15 5.45 141.32
PAT 28.64 18.48 54.97
EPS 28.2 18.2 55
Shareholders Fund 97.48 69.68 39.89
Borrowed Funds 45.68 49.46 (7.65)
Fixed Assets 112.24 91.16 23.12
Profit Turnover Ratio (PBT/Reveue) 39.67 28.29 40.24
Debt Equity Ratio (Non-Current Borrowings/Total Equity) 0.47 0.71 (34.00)

Indian accounting standards

The Ministry of Corporate Affairs (MCA) vide its notification dated February 16 2015notified the Indian Accounting certain class of companies. Ind AS has replaced theexisting Indian GAAP prescribed under Section 133 of the Companies Act 2013 read withRule 7 of the Companies (Accounts) Rules 2014. For Suyog Telematics Limited Ind AS isapplicable from April 01 2017 with transition date of April 01 2016.

Pursuant to the aforesaid notification the Company has complied with Ind ASw..f.April012017.Thereconciliationand description of the effect of transition fromIGAAP to Ind AS have been provided in NOTE 39 of the financial statements respectively.

Share capital

There has been no change in the Authorized Issued Subscribed and Paid-up sharecapital of the Company during the financial

Accordingly as on March 31 2019 the Authorized share capital stood at Rs.250000000/- (Rupees Twenty Five Crores Only) divided into 25000000 (Two Crores andFifty Lakhs) Equity Shares ofRs. 10/- (Rupees Ten Only) each. The Issued Subscribed andPaid-up share capital stood at Rs. 101544000/- (Rupees Ten Crore Fifteen Lakhs FortyFour Thousands Only) divided into 10154400 (One Crores One Lakhs Fifty Four Thousandsand Four Hundred) of Rs. 10/- (Rupees Ten Only) each.

Transfer to Reserves

The Company has not transferred any amount to the general reserve for the financialyear ended March 31 2019.

Dividend

In line with the Dividend Distribution Policy of the Company we recommend a finaldividend of Rs. 2.5/- per equity share (i.e. 25 % of face value) for the FY 18-19. Thedividend if approved at the Annual General Meeting (AGM) will be paid to those memberswhose names will appear in the Register of Members as on close of Friday September 132019. The total dividend pay-out will amount to approximately Rs. 2.5 crore (excludingdividend distribution tax of Rs. 0.52 Crore) resulting in a pay-out of 8.86% of theStandalone profit after tax of the Company.

Deposits

The Company has not accepted any deposit as defined under Section 2 (31) of theCompanies Act 2013 and as such no amount of principal or interest was outstanding as onthe date of balance sheet.

Directors and Key Managerial Personnel

During the financial year ended March 31 2019 there is no change in the compositionof the Board of directors. Further note that:

Re-appointment of Vivek Lature as rotational director Pursuant to the provisions of the Companies Act 2013 Vivek Lature (DIN:02274098) Whole Time Director of the Company will retire by rotation at the ensuing AGM and being eligible has offered herself for re- appointment. The Board recommends her re-appointment.
Appointment of Sanjay Sarda as Independent Additional director Sanjay Sarda (DIN: 00157186 ) has been appointed as Additional Independent Director in the Board ect up to AGM to be held on September 21 2019. eff meeting heldonAugust242019withimmediate Further in the AGM his appointment as Independent Director was proposed by the Board of Directors.
Gurushantappa Lature Gurushantappa Lature (DIN: 02281331) retired with effect August 27 2019.
Kallinath Chitradurga Kallinath Chitradurga tender his resignation with effect from August 27 2019.

Brief resume nature of expertise details of directorships held in other companies ofthe Directors proposed to be re-appointed along with their shareholding in the Companyas stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulationsis appended as an annexure to the Notice of the ensuing AGM

Declaration by Independent Director(s)

The Company has receiveddeclarations from all the Independent Directors of the Companyconfirming that they continue to meet the criteria of independence as prescribed underSection 149oftheCompaniesAct2013andtheListingRegulations. The Independent Directors havealso confirmed that they have complied with the Company’s code of conduct.

Board Diversity and Policy on Director’s Appointment and Remuneration

The Company believes that building a diverse and inclusive culture is integral to itssuccess. A diverse Board will be able to leverage different skills qualificationsprofessional experiences perspectives and backgrounds which is necessary for achievingsustainable and balanced development. The Board has adopted a Policy on NominationRemuneration 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 at http://suyogtelematics.co.in/wp-content/uploads/2017/08/newnominationandremunerationpolicy - v.1.pdf and is annexed asAnnexure VII to this report.final

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.

Committees of Board Number of Meetings of the Board and Board Committees

The Board of Directors met 4 (Four) timesduring the financial year ended March 312019. As on March 31 2019 the Board of directors has five (Five) of its committeesnamely Audit Committee Nomination & Remuneration Committee StakeholdersRelationship Committee Corporate Social Responsibility Committee and Committee ofDirectors.

All the recommendations made by committees of the Board were accepted by the Board. Adetailed update on the Board its composition detailed charter including terms andreference of various Board Committees number of Board and Committee meetings held duringFY 2018-19 and attendance of the Directors at each meeting is provided in the Report onCorporate Governance which forms part of this Report.

Subsidiary/ joint venture/ associate company

The Company doesn’t have any subsidiary joint venture and associate company.

Auditor and Auditor’s Report Statutory Auditor and their report

In terms of the provisions of Section 139 of the Companies Act 2013 M/s Maheshwari& Co. Chartered Accountants were appointed as the Statutory Auditors of the Companyby the shareholders in the 19th AGM of the Company for a period of five years

i.e. up to 24th AGM. Accordingly their term shall be concluding at the ensuing 24thAGM of the Company to be held in the year 2019 and the new Statutory Auditors of theCompany will be appointed at the said AGM.

The Board has duly examined the Statutory Auditor’s Report on the FinancialStatements of the Company for the financial year ended March 31 2019 by M/s Maheshwari& Co. Chartered Accountants which does not contain any observation qualificationsreservations disclaimer or adverse remarks.

Secretarial Auditor and their report

The Company had appointed M/s. Harish Chawla & Associates Company Secretaries NewDelhi to conduct its Secretarial Audit for the financial year ended March 31 2019. TheSecretarial Auditor has submitted its Reportconfirming compliance by the Company of allthe provisions of applicable corporate laws. The Report does not contain anyqualification observation disclaimer or adverse remark. The Secretarial Audit Report forthe FY 2018 - 19 is annexed as Annexure VIII to this report. The Board has re-appointedM/s. Harish Chawla & Associates Company Secretaries New Delhi as SecretarialAuditor of the Company for the FY 2019-20.

Cost Auditor and their report

In terms of the provisions of Section 148 of the Companies Act 2013 the Company hadappointed Ms. Leena S. Murkute Practicing Cost Accountant Mumbai to conduct its CostAudit for the financial year ended March 31 2019. The Cost Auditor has submitted itsReport which does not contain any observation qualifications reservations disclaimeror adverse remark. The Board has re- appointed Ms. Leena S. Murkute Practicing CostAccountant Mumbai as Cost Auditor of the Company for the FY 2018-19.

In accordance with the provisions of Section 148 of the Companies Act 2013 read withthe Companies (Audit and Auditors) Rules 2014 since the remuneration payable to the CostAuditors is required to be ratified by the shareholders the Board recommends the same forapproval by at the ensuing AGM.

Corporate Social Responsibility

The Company constituted Corporate Social Responsibility Committee under Section 135 ofthe Companies Act 2013 in the Board Meeting held on 18 th September 2015 and theCorporate Social Responsibility Policy was approved in the Board Meeting held on 18 thApril 2016. A report on the same is attached with the Board’s Report at Annexure VI.

The Company has also formulated a Corporate Social Responsibility Policy which isavailable on the Company’s website at httpss:// suyogtelematics.co.in/wp-content/uploads/2017/02/Corporate-Social-Responsibility-Policy-of-Suyog.pdf

Management discussion and analysis report

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

Corporate Governance

The Company is committed to benchmarking itself with global standards for providinggood corporate governance. The Board constantly endeavors to take the business forward insuch a way that it maximizes long term value for the stakeholders.

The Company has put in place an effective corporate governance system which ensuresthat the provisions of Listing Regulations are duly complied with. A detailed report onthe corporate 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 A to this report.

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.Internal financial controls and their adequacy

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’s policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of accounting records and timely 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’s internal financial controls were adequate and effectiveduring FY 2018-19.

Vigil mechanism or Whistle Blower Policy

The Code of Conduct and vigil mechanism applicable to Directors and Senior Managementof 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

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 V and forms partof this Report.

Particulars of loans guarantees or investments under section 186

Details of Loans Guarantees and InvestmentscoveredundertheprovisionsofSection 186 ofthe Companies Act 2013 are given in the note no. 5 6 12 and 13 to the FinancialStatements.

Significant and material orders

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company’s operations in future.

Material Changes and commitments if any affecting the financial position of thecompany between the end of the financial year and the date of Board report.

Management does not perceive any material changes affecting financial position of theCompany between the end of the financial year and the date of Board report.

Change in the nature of business There is no change in nature of the business of theCompany during the financial year.

Capital Market Ratings

As on March 31 2019 the Company was rated by one domestic rating Agency namelyCRISIL. As on March 31 2019 CRISIL rating for Long term borrowing is BBB- with stableoutlook. For short term borrowing rating is CRISIL A3.

Employee Stock Option Plan

The Company Employee Stock Options (‘ESOP’) scheme has been approved by theshareholders in the last AGM held on September 24 2018 which shallbeadministeredbyNominationand .Committee Remuneration

Particulars of employees

Disclosures relatingto remuneration of Directors u/s 197(12) of the Companies Act 2013read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed as Annexure IV 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.

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 SharingaseveryCo-Location we add to the network helps in bringing down the energy consumption ona per Co-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 2019 andMarch 31 2018 were nil.

Declaration by the managing director

Declaration signed by the Managing Director stating that the members of board ofdirectors and senior managementpersonnelhaveaffirmedcompliance with the code of conduct ofboard of directors and senior management is attached with the Corporate Governance Reportas Annexure B.

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 of the financial year ended 31st March 2019 receivedfrom the senior management team of the Company and the Members of the Board a declarationof compliance with the Code of Conduct.

Disclosure under Section 197(14) of the Companies Act 2013

Neither the Managing Director & CEO nor the Whole-time Director of the Companyreceives any remuneration or commission from its holding or subsidiary Company.

Bonus shares

Your Company has not issued bonus shares during the financial year 2018-19.

Transfer to investor education and protection fund.

There is no requirement to transfer funds to the Investor Education and Protection Fundduring 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 at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandate under " The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal ) Act 2013" the Company has in place a formal policy forprevention of sexual harassment of its women employees.

The Company has in place an Anti Sexual Harassment Policy in line with the requirementof "The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013".

Further the Companyhasconstituted Internal Complaints Committee to redress Complaintsreceived regarding sexual harassment during the period. The following is a summary ofsexual harassmentcomplaintsreceivedanddisposedoffduring the period:

Number of Complaints received Nil
Number of Complaints disposed off Nil

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 under Section 43(A) (ii) Of the Companies Act 2013.

5. Disclosure under Section 54(1) (D) Of the Companies Act 2013.

6. Disclosure under Section 67(3) of the Companies Act 2013.

7. Disclosure under Section 68 of the Companies Act 2013.

Secretarial standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors’ and ‘General Meetings’respectively have been duly followed by the Company.

Extract of the annual return

In terms of provisions of Section 92 134(3)(a) of the Companies Act 2013 read withRule 12 of Companies (Management and Administration) Rules 2014 the extract of AnnualReturn of the Company in form MGT-9 is available on Company website.

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 cooperation.

Date: August 9 2019 Vivek Lature Shivshankar Lature
Place: Mumbai Whole Time Director Managing Director
DIN: 02274098 DIN: 02090972