Directors Report of Suyog Telematics Ltd.

Mar 31, 2018

Dear members,

The Board of Directors hereby submits the 23rd report of the business and operations of your Company along with audited financial statements, for the year ended March 31, 2018.

Company Overview

Our Company was incorporated on July 28, 1995 and since then (23 years) it is serving the 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 Lature, B.Com among other three persons. Former is Managing Director (MD) and latter is Whole Time Director (WTD) of the Company. Both of them have well reputation, integrity and have in-depth knowledge and acumen of telecom industry. It is managed and administered by team Board of Directors consisting of eight (8) directors which have further its five committees.

The Company was converted into Public Limited Company w.e.f. March 02, 2013. On January 22, 2014, the Company was listed on Bombay Stock Exchange (BSE) SME after an Initial Public Offer (IPO) and on January 03, 2017 the Company has voluntarily migrated to BSE Main Board.

Business Overview

Suyog Telematics Limited is a passive telecommunication infrastructure provider in India, engaged primarily in the business of installing and commissioning of telecom Towers and 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 shared basis to wireless and other communications service providers. These customers use the space on our telecommunication towers to install active communication-related equipment to operate their wireless communications networks.

Long term relationship with MMRDA (Municipal Metropolitan Region Development Authority), MSRDC (Maharashtra State Road Development Corporation), NHAI (National Highway Authority 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 data consumption requirement comes.

Our four largest customers are Bharti Airtel, Vodafone India, Idea Cellular and Reliance Jio, which are the four leading wireless telecommunication service providers in India by wireless revenue.

Current FY was one of the toughest year for Indian Telecom Industry in which we have seen exit of almost 4 telecom operators. But even in such a difficult condition, we have not only sustained but have also grown our Revenues by 39.76%.

We have our telecom towers in Mumbai, Maharashtra, Gujarat, Delhi and Uttrakhand. We also have recently moved to Bangalore and expanding our arm towards (Presence Across Nation) PAN India.

Financial highlights

The Financial Performance of the Company for the Financial Year ended March 31, 2018 is as 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, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain class of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. For, Suyog Telematics Limited, Ind AS is applicable from April 01, 2017 with transition date of April 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 IGAAP 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 share capital of the Company during the financial year 2017-18.

Accordingly, as on March 31, 2018, the Authorized share capital stood at Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crores and Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each. The Issued, Subscribed and Paid-up share capital stood at Rs. 10,15,44,000/- (Rupees Ten Crore Fifteen Lakhs Forty Four Thousands Only) divided into 1,01,54,400 (One Crores One Lakhs Fifty Four Thousands and 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 financial year ended March 31, 2018.

Dividend

During the financial year ended March 31, 2018, the Board of directors had declared and paid 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. 10,15,44,00/- (Rupees One Crores One Lakhs Fifty Four Thousands and Four Hundred Only)
Dividend Distribution Tax	Rs. 20,67,197/- (Rupees Twenty Lakhs Sixty Seven Thousand One Hundred Ninety Seven Only)
Total outflow	Rs. 1,22,21,597/- (Rupees One Crore Twenty Two Lakhs Twenty One Thousand Five Hundred Ninety Seven Only)

Deposits

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 was outstanding as on the date of balance sheet.

Directors and Key Managerial Personnel

During the financial year ended March 31, 2018, there is no change in the composition of 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 Secretary and Compliance Officer

Nishtha Agrawal resigned from the position of the Company Secretary and Compliance 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 of the Directors proposed to be re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing 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 Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under Section 149 of the Companies Act, 2013 and the Listing Regulations. The Independent Directors 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 its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The Board has adopted a Policy on Nomination, Remuneration and Board Diversity, which sets out the criteria for determining qualifications, positive attributes and independence of a Director. The detailed policy is available on the Company’s website at http://suyogtelematics.co.in/wp-content/uploads/2017/08/new-nomination-and-remuneration-policy-final-v.1.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 and training of the Directors, and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and Listing Regulations is provided in the Report 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 31, 2018. As on March 31, 2018, the Board of directors has five (Five) of its committees, namely, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Committee of Directors.

All the recommendations made by committees of the Board were accepted by the Board. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2017-18 and attendance of the Directors at each meeting is provided in the Report on Corporate 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 Company by the shareholders in the 19th AGM of the Company for a period of five years i.e. up to 24h AGM. The said appointment is subject to ratification by the members at every AGM.

However, vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 23rd AGM.

The Board has duly examined the Statutory Auditor’s Report on the Financial Statements of the Company for the financial year ended March 31, 2018 by M/s Maheshwari & Co., Chartered Accountants, which does not contain any observation, qualifications, reservations, disclaimer or adverse remark except loans made to one party which was interested to director. up to August 21, 2017. The transaction was of previous financial years and w.e.f. the said date of August 21, 2017, such party was converted into public limited 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, New Delhi, to conduct its Secretarial Audit for the financial year ended March 31, 2018. The Secretarial Auditor has submitted its Report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, observation, disclaimer or adverse remark except loans made to one party which was interested to director up to August 21, 2017. The transaction was of previous financial years and w.e.f. the said date of August 21, 2017, such party was converted into public 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, New Delhi, as Secretarial Auditor of the Company for the FY 2018-19.

Cost Auditor and their report

In terms of the provisions of Section 148 of the Companies Act, 2013, the Company had appointed Ms. Leena S. Murkute, Practicing Cost Accountant, Mumbai, to conduct its Cost Audit for the financial year ended March 31, 2018. The Cost Auditor has submitted its Report, which does not contain any observation, qualifications, reservations, disclaimer or adverse remark. The Board has reappointed Ms. Leena S. Murkute, Practicing Cost Accountant, 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 with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the ensuing AGM.

Corporate Social Responsibility

The Company constituted Corporate Social Responsibility Committee under Section 135 of the Companies Act, 2013 in the Board Meeting held on 18th September, 2015 and the Corporate Social Responsibility Policy was approved in the Board Meeting held on 18th April, 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 is available 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.

Corporate Governance

The Company is committed to benchmarking itself with global standards for providing good corporate governance. The Board constantly endeavors to take the business forward in such a way that it maximizes long term value for the stakeholders. The Company has put in place an effective corporate governance system which ensures that the provisions of Listing Regulations are duly complied with. A detailed report on the corporate governance pursuant to the requirements of Listing Regulations forms part of this Annual Report. A certificate confirming compliance of conditions of corporate governance as stipulated in Listing Regulations is annexed as Annexure VI to this report.

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 minimization of risk.

Internal financial controls and their adequacy

The Company has established a robust framework for internal financial controls. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2017-18.

Vigil mechanism or Whistle Blower Policy

The Code of Conduct and vigil mechanism applicable to Directors and Senior Management of the Company is available on the Company’s website at http://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 related party / parties as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in Annexure III and forms part of this Report.

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 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 or tribunals impacting the going concern status and Company’s operations in future.

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

Management does not perceive any material changes affecting financial position of the Company 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 the Company during the financial year.

Particulars of employees

Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) 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 crore and two lacs rupees in a year or equal to or more than eight lakh and fifty thousand per month. Additionally, none of the employees, if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, the information as required to be provided in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) 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 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:

Foreign Exchange earnings and outgo for the financial years ended March 31, 2018 and March 31, 2017 were nil.

Declaration by the managing director

Declaration signed by the Managing Director stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management is attached with the Corporate Governance 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 employees including the Directors. We confirm that the Company has in respect of the financial year ended 31st March, 2018, received from the senior management team of the Company and 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 Company receive any remuneration or commission from its holding or subsidiary Company.

Bonus shares

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 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 at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandate under “ The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013” the Company has in place a formal policy for prevention of sexual harassment of its women employees.

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”.

Further, the Company has constituted Internal Complaints Committee to redress Complaints received regarding sexual harassment during the period. The following is a summary 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 other than those which are reportable 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, relating to ‘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 with Rule 12 of Companies (Management and Administration) Rules, 2014, the extract of Annual Return 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 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.

Vivek Lature Shivshankar Lature

Date: August 10, 2018 Whole Time Director Managing Director

Place: Mumbai DIN: 02274098 DIN: 02090972

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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)