The Board of Directors hereby submits the 23rd report of the business andoperations of your Company along with audited financial statements for the year endedMarch 31 2018.
Our Company was incorporated on July 28 1995 and since then (23 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. It is managed and administered by teamBoard of Directors consisting of eight (8) directors which have further its fivecommittees.
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.
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 four largest customers are Bharti Airtel Vodafone India Idea Cellular andReliance Jio which are the four leading wireless telecommunication service providers inIndia by wireless revenue.
Current FY was one of the toughest year for Indian Telecom Industry in which we haveseen exit of almost 4 telecom operators. But even in such a difficult condition we havenot only sustained but have also grown our Revenues by 39.76%.
We have our telecom towers in Mumbai Maharashtra Gujarat Delhi and Uttrakhand. Wealso have recently moved to Bangalore and expanding our arm towards (Presence AcrossNation) PAN India.
The Financial Performance of the Company for the Financial Year ended March 31 2018 isas follows: (In Crore)
|Particulars ||2017 - 18 ||2016 - 17 ||% increase/decrease |
|Revenue ||84.61 ||60.54 ||39.76 |
|Other Income ||2.38 ||2.75 ||13.45 |
|Total Income ||86.99 ||63.29 ||37.45 |
|Expenditure ||58.65 ||36.46 ||60.86 |
|Interest ||7.6 ||4.91 ||54.79 |
|PBDT ||28.34 ||26.83 ||5.63 |
|Depreciation ||4.42 ||3.16 ||39.87 |
|PBT ||23.94 ||23.67 ||1.14 |
|Tax ||5.45 ||6.66 ||18.17 |
|PAT ||18.48 ||17.01 ||8.64 |
|EPS ||18.2 ||16.75 ||8.66 |
|Shareholders Fund ||69.68 ||51.66 ||34.88 |
|Borrowed Funds ||49.46 ||54.24 ||(8.81) |
|Fixed Assets ||91.16 ||73.14 ||24.64 |
|Profit Turnover Ratio (PBT/Reveue) ||28.29 ||39.09 ||(10.8) |
|Debt Equity Ratio (Non-Current Borrowings/Total Equity) ||0.71 ||1.05 ||(32.39) |
Indian accounting standards
The Ministry of Corporate Affairs (MCA) vide its notification dated February 16 2015notified the Indian Accounting Standards (Ind AS) applicable to certain class ofcompanies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 ofthe Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014. ForSuyog Telematics Limited Ind AS is applicable from April 01 2017 with transition date ofApril 01 2016.
Pursuant to the aforesaid notification the Company has complied with Ind AS w.e.f.April 01 2017. The reconciliation and description of the effect of transition from IGAAPto Ind AS have been provided in NOTE 39 of the financial statements respectively.
There has been no change in the Authorized Issued Subscribed and Paid-up sharecapital of the Company during the financial year 2017-18.
Accordingly as on March 31 2018 the Authorized share capital stood at Rs.250000000/- (Rupees Twenty Five Crores Only) divided into 25000000 (Two Crores andFifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each. The Issued Subscribed andPaid-up share capital stood atRs. 101544000/- (Rupees Ten Crore Fifteen Lakhs FortyFour Thousands Only) divided into 10154400 (One Crores One Lakhs Fifty FourThousandsand Four Flundred) ofRs. 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 2018.
During the financial year ended March 31 2018 the Board of directors had declared andpaid interim dividend as follows:
|Interim dividend for F.Y. ||2017-18 |
|Declaration date ||May 18 2018 |
|Dividend per Equity share ||Rs. 1 |
|Total Dividend ||Rs. 10154400/- (Rupees One Crores One Lakhs Fifty FourThousands and Four Flundred Only) |
|Dividend Distribution Tax ||Rs. 2067197/- (Rupees Twenty Lakhs Sixty Seven Thousand One Flundred Ninety Seven Only) |
|Total outflow ||Rs. 12221597/- (Rupees One Crore Twenty Two Lakhs Twenty One Thousand Five Flundred Ninety Seven Only) |
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 2018 there is no change in the compositionof the Board of directors. Further note that:
|Re-appointment of Suchitra Lature as rotational director ||Pursuant to the provisions of the Companies Act 2013 Suchitra Lature (DIN :07440192) Non-Executive 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. |
|Re-appointment of Deodatta Marathe and Kallinath Chitradurga whose period is getting expired on April 01 2019 ||Deodatta Marathe (DIN: 02940812) Independent Director and Kallinath Chitradurga (DIN: 06521670) Independent Director will be completing their present term as Independent Director of the Company on March 31 2019. On the recommendation of the Nomination and Remuneration Committee the Board in its meeting held on August 10 2018 recommended the re-appointment of Deodatta Marathe and Kallinath Chitradurga as Independent Director of the Company at ensuing AGM for a further term of five years w.e.f. April 01 2019. |
|Ratification of Shivshankar Lature as Managing Director ||Shivshankar Lature (DIN: 02090972) Managing Director term as Managing Director expired on July 31 2018. On the recommendation of the Nomination and Remuneration Committee the Board in its meeting held on July 25 2018 re-appointed him as Managing Director of the Company w.e.f. August 01 2018 subject to approval of the shareholders at ensuing AGM for further period of five years. |
|Appointment of Rahul Kapur as Company ||Nishtha Agrawal resigned from the position of the Company Secretary and Compliance |
|Secretary and Compliance Officer ||officer w.e.f. December 06 2017. In her place Rahul Kapur has been appointed as Company Secretary and compliance officer w.e.f. December 06 2017 |
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 received declarations from all the Independent Directors of the Companyconfirming that they continue to meet the criteria of independence as prescribed underSection 149 of the Companies Act 2013 and the Listing Regulations. The IndependentDirectors have also 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 athttp://suyogtelematics.co.in/wp-content/uploads/2017/08/new-nomination-and-remuneration-policy-final-v.l.pdf and is annexed as Annexure VII to this report.
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 7 (seven) times during the financial year ended March 312018. As on March 31 2018 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 2017-18 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 yearsi.e. up to 24h AGM. The said appointment is subject to ratification by the members atevery AGM.
However vide notification dated May 7 2018 issued by Ministry of Corporate Affairsthe requirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 23rd AGM.
The Board has duly examined the Statutory Auditor's Report on the Financial Statementsof the Company for the financial year ended March 31 2018 by M/s Maheshwari & Co.Chartered Accountants which does not contain any observation qualificationsreservations disclaimer or adverse remark except loans made to one party which wasinterested to director up to August 21 2017. The transaction was of previous financialyears and w.e.f. the said date of August 21 2017 such party was converted into publiclimited company and not remain interested to any of the directors of the Company.
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 2018. TheSecretarial Auditor has submitted its Report confirming compliance by the Company of allthe provisions of applicable corporate laws. The Report does not contain anyqualification observation disclaimer or adverse remark except loans made to one partywhich was interested to director up to August 21 2017. The transaction was of previousfinancial years and w.e.f. the said date of August 21 2017 such party was converted intopublic limited company and not remain interested to any of the directors of the Company.The Secretarial Audit Report for the FY 2017- 18 is annexed as Annexure V to this report.The Board has re-appointed M/s. Harish Chawla & Associates Company Secretaries NewDelhi as Secretarial Auditor ofthe Company forthe FY 2018-19.
Cost Auditor and their report
In terms ofthe provisions of Section 148 ofthe 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 2018. The Cost Auditor has submitted itsReport which does not contain any observation qualifications reservations disclaimeror adverse remark. The Board has reappointed Ms. Leena S. Murkute Practicing CostAccountant Mumbai as Cost Auditor ofthe Company forthe FY 2018-19.
In accordance with the provisions of Section 148 ofthe 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 shareholders 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 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's Report at Annexure II.
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 I.
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 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. Acertificate confirming compliance of conditions of corporate governance as stipulated inListing Regulations is annexed as Annexure VI 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 ofthe Board of Directors Audit Committee and other KeyPersonnel 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 oftheopinion that the Company's internal financial controls were adequate and effective duringFY 2017-18.
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-l.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 III and forms partof this Report.
Particulars of loans guarantees or investments under section 186 Details of LoansGuarantees and Investments covered under the provisions of Section 186 of the CompaniesAct 2013 are given in the note no. 5 6 12 and 13 to the Financial Statements.
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 ofthe business of the Company during the financial year.
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 ofthe equity shares ofthe company. Flencethe 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 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 2018 andMarch 31 2017 were nil.
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.
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 2018 received from the senior management team of the Companyand the Members of the Board a declaration of 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 Companyreceive any remuneration or commission from its holding or subsidiary Company.
Your Company has not issued bonus shares during the financial year 2017-18.
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 Elarassment 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 Elarassment Policy in line with the requirementof "The Sexual Elarassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013".
Further the Company has constituted Internal Complaints Committee to redressComplaints received regarding sexual harassment during the period. The following is asummary of sexual harassment complaints received and disposed off during 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 otherthan 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.
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 beenduly 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.
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.
| ||Vivek Lature ||Shivshankar Lature |
|Date: August 10 2018 ||Whole Time Director ||Managing Director |
|Place: Mumbai ||DIN:02274098 ||DIN:02090972 |