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Directors Report of Suyog Telematics Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting the 20th Annual Report of SUYOG TELEMATICS LIMITED along with the Statement of Accounts for the year ended March 31, 2015.

FINANCIAL HIGHLIGHTS

Our Company's financial performance for the year under review has been encouraging and is summarized below;

Particulars 2014-15 2013-14

Total Income 217,121,050 117,156,920

Less: Expenditure & Depreciation 163,188,035 101,558,802

Profit before Tax (PBT) 53,933,015 15,598,118

Less; Tax (including deferred tax) 20,194,751 6,328,966

Profit After Tax (PAT) 33,738,264 9,269,152

REVIEW OF OPERATIONS

The Total Turnover of the company stands Rs. 2171.21 lacs as compared to Rs. 1171.57 lacs in the previous year, an increase of approx 50%. There has been threefold increase in the net profit after tax during the financial year. Your directors are hopeful of similar upward trend in the performance of the company in the coming years.

DIVIDEND

Your Directors do not propose any dividend as the Company propose to conserve it's profits for future growth of the Company.

RESERVES

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

SHARE CAPITAL

The Company has issued 20,00,000 equity shares of face value of Rs. 10/- each at premium of Rs. 35/- per shares on preferential basis during the financial year 2014-15.

STATUTORY AUDITORS

At the 19,h Annual General Meeting of the Company held on 22nd September, 2014, the Members of the Company appointed M/s Maheshwari & Co., Chartered Accountants as Statutory Auditors of the Company for a period of 5 years subject to ratification by the Members every year. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting for the year 2015-2016.

AUDITORS' REPORT

Regarding the Auditors' observations relating to non-compliances by the company, the company is in the procedure of complying with all the applicable laws. Other observations of Auditors in their report read with notes to the accounts are self-explanatory.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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

CORPORATE SOCIAL RESPONSIBILITY

The Company was not required to constitute Corporate Social Responsibility Committee under Section 135 of the Companies Act, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Particulars of contracts of arrangements made with related parties referred to in section 188(1) of the Companies Act, 2013, are provided in the notes to the accounts attached in this report.

DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT

This is to inform that the Company has adopted a Code of Conduct for its employees including the Directors. We confirm that the Company has in respect of the financial year ended 31st March, 2015, received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct

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 has appointed M/s Nilesh A. Pradhan & Co. to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A".

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

* The Company is in the process of complying with the filing of forms with the Registrar of Companies.

* The Company has appointed the Company Secretary and the Chief Financial Officer.

* The Company could not comply with certain compliances as there was no Company Secretary on the Board. The Company is taking adequate steps to make good the necessary compliances.

CORPORATE GOVERNANCE

As per Clause 52 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance of the same.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and Its Powers) Rules, 2014 to deal with instance of fraud and mismanagement and report genuine concerns in prescribed manner. Also under Clause 52 of the Listing Agreement the Company has a mechanism called Whistle Blower Policy for employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy.

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

Management does not perceive any material changes occurred subsequent to the close of the financial year as on 31/03/2015 before the date of report dated 03/09/2015 affecting financial 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 B.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS Sr. No. Date of meetings

1 Saturday, 10th May, 2014

2 Friday, 30th May, 2014

3 Thursday, 14th August, 2014

4 Wednesday, 03rd September, 2014

5 Saturday, 08th November, 2014

6 Monday, 12th January, 2015

7 Friday, 20th February, 2015

DECLARATION BY AN INDEPENDENT DIRECTOR^) AND RE- APPOINTMENT, IF ANY

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 52 of the Listing Agreement

DIRECTORS APPOINTMENT/ RE-APPOINTMENT

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

NOMINATION AND REMUNERATION POLICY

The Board has constituted Nomination & Remuneration Committee on 29th July, 2013 in accordance with Section 178 of the Companies Act, 2013. The policy provides for the functions of the committee in relations of the determination of the remuneration payable to the executive and other non executive directors, recommendation for appointment/re-appointment of the Executive Directors, revision in the remuneration of the existing executive directors of the company from time to time. The policy is as annexed as Annexure C to the report.

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 levels conservation of energy is stressed upon. Company also takes possible measures to reduce the consumption by deploying automation.

(ii) Technology Absorption:

"Go Green" is inherent to our Business Model of Tower Sharing as every Co-Location, we add to the network helps in bringing down the energy consumption on a per Co-Location Basis.

We have institutionalized a Green Towers program which is aimed at minimizing dependency on diesel consumption and thereby reducing carbon footprint.

(iii) Foreign Exchange Earnings and Outgo:

2014-15 2013-14

Foreign Exchange NIL NIL earnings

Foreign Exchange NIL NIL outgo

RISK MANAGEMENT POLICY

The Company has adopted risk management policy which outlines the risk management framework 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 other Key Personnel of the Company with regards to risk Management.

3. Structure & procedure for identification, escalation and minimisation of risk.

FORMAL ANNUAL EVALUATION

The Board shall include a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

There were no changes in the composition of Board of Directors.

DEPOSITS

The deposits were accepted by the company during the year and were refunded back. The balance confirmation is obtained in the year 2015-16.

PARTICULARS OF EMPLOYEE REMUNREATION

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact 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 and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013.

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

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

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of 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 commitment, dedication and hard work done by the employees of the Company and the cooperation extended by Banks, Government Authorities, Customers, Shareholders and looks forward to a continued mutual support and co-operation.

Date: 03/09/2015 By Order of the Board of Directors Place: Mumbai For SUYOG TELEMATICS LIMITED

Registered Address of the Company 41, Suyog Indl. Estate, Sd/- 1st Floor, LBS Marg, Vikhroli(W) Managing Director Mumbai-400083 (Mr. SHIVSHANKAR GURUSHANTAPPA LATURE) (DIN: 02090972)

 
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