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Notes to Accounts of Suyog Telematics Ltd.

Mar 31, 2018

1 Corporate information

Suyog Telematics Limited (“the Company”) is having its registered office at 41 Suyog Indl Estate 1st Flr Lbs Marg Vikhroli West Mumbai 400 083. The Company is engaged in business of is serving Mobile Telecom Industry as Service provider of Telecommunication Products and Services. The Company makes available Telecommunication products such as Telecommunications Cables, Telecommunication Panels, Diesel Generators, Earth Strips, Batteries, Electric Power Cable, Fiber Cable and Galvanized Poles etc. in different specifications stated by the buyers. Having association to bring Funicular Ropeway Project to India for the first time, the company has emerged as a prominent name in telecommunication industry. As well, the company is a name to reckon with when it comes to Monopole sites for telecom operators and acquisition of special properties and Project Management.

2 Basis of preparation of financial statements

These financial statements, for the year ended 31 March 2018 and 31 March 2017 are prepared in accordance with lnd AS. For periods up to and including the year ended 31 March 2017, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read with relevant rules issued thereunder.

Accordingly, the Company has prepared financial statements which comply with lnd AS applicable for periods ending on 31 March 2018, together with the comparative period data as at and for the year ended 31 March 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at 1 April 2016, the date of transition to lnd AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at 1 April 2016 and the financial statements as at and for the year ended 31 March 2017.

Note :

The Company used carrying amount as per previous GAAP as on 1 April 2016 in its opening Ind AS statement of financial position as deemed cost for an item of property, plant and equipment. Following are the disclosure with regard to its gross block value, accumulated depreciation and net block value as per previous GAAP.

a) Terms/ rights attached to equity shares

The Company has only one class of equity shares. Each holder of equity shares is entitled to one vote per share. The dividend proposed, if any by the Board of Directors is subject to approval of the shareholders in ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

d) The Company has issued Shares at a Proportion of 1 Equity Share for every five Equity Shares held by the shareholders vide special resolution passed at the Extra Ordinary General Meeting of the Company held on May 23, 2016.

The Company has not received any information from its suppliers regarding their registration under the ‘Micro, Small and Medium Enterprises Development Act, 2006’. Hence, interest if, any payable as required under Act has not been provided and the information required to be given in accordance with Section 22 of the said Act, is not ascertainable and hence, not disclosed.

3 Employee benefit obligations

a. Defined Contribution Plans:

The following amount recognized as an expense in Statement of profit and loss on account of provident fund and other funds. There are no other obligations other than the contribution payable to the respective authorities.

b. Defined Benefit Plan:

The Company has a unfunded defined benefit gratuity plan. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service as per the provision of the Payment of Gratuity Act, 1972 with total ceiling on gratuity of Rs. 20,00,000.

The following tables summaries the components of net benefit expense recognised in the Statement of profit and loss and the funded status and amounts recognised in the balance sheet for the gratuity plan:

4 segmental Information

In accordance with Ind-AS 108, ‘Operating Segments’, the Company does not have a business segment. Further, the Company operates in India and accordingly no disclosures are required under secondary segment reporting.

5 corporate social responsibility (csr)

As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the Company. The areas for CSR activities are eradicating hunger, poverty and malnutrition, promoting preventive health care including preventive health care, ensuring environmental sustainability education, promoting gender equality and empowering women and other activities. The amount has to be expended on the activities which are specified in Schedule VII of the Companies Act, 2013.

Details of CSR expenditure required to be spent and amount spent are as under:

6 Financial Instruments Financial instrument by category

The carrying value and fair value of financial instrument by categories as of 31 March 2018 were as follows

7 Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of 31 March 2018:

There have been no transfers among Level 1, Level 2 and Level 3 during the period.

The management assessed that cash and cash equivalents, Trade receivable and other financial asset, trade payables and other financial liabilities approximate their carrying amount largely due to short term maturity of these instruments.

8 Financial risk management objectives and policies

The risk management policies of the Company are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Management has overall responsibility for the establishment and oversight of the Company’s risk management framework. In performing its operating, investing and financing activities, the Company is exposed to the Credit risk, Liquidity risk and Market risk.

Carrying amount of financial assets and liabilities:

The following table summaries the carrying amount of financial assets and liabilities recorded at the end of the period by categories:

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits and derivative financial instruments.

Credit risk on financial assets

Financial assets that are potentially subject to concentrations of credit risk and failures by counterparties to discharge their obligations in full or in a timely manner consist principally of cash balances with banks, cash equivalents and receivables, and other financial assets. The maximum exposure to credit risk is: the total of the fair value of the financial instruments and the full amount of any loan payable commitment at the end of the reporting year. Credit risk on cash balances with banks is limited because the counterparties are entities with acceptable credit ratings. Credit risk on other financial assets is limited because the other parties are entities with acceptable credit ratings. AsdisclosedinNote11(a),cashandcashequivalentsbalancesgenerallyrepresentshorttermdepositswithalessthan90-daymaturity. As part of the process of setting customer credit limits, different credit terms are used. The average credit period generally granted to trade receivable customers is about 90-360 days. But some customers take a longer period to settle the amounts. Exposure to credit risk

Financial asset for which loss allowance is measured using expected credit loss model

Ageing analysis of the age of trade receivable amounts that are past due as at the end of reporting year but not impaired:

In the opinion of management, trade receivable, Financial assets, Cash and cash equivalent, Balance with Bank , Loans and other financial assets have a value on realisation in the ordinary course pf business at lease equal to the amount at which they are stated in the balance sheet.

The Company has not recognised any loss allowance as the Company expect that there is no credit loss on trade receivables. Foreign currency risk

The Company operates internationally and the major portion of business is transacted in Rs. The Company has Sales, Purchase, Borrowing (etc.) in Indian currency. Consequently, the Company is not exposed to foreign exchange risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

Company has interest rate risk exposure mainly from changes in rate of interest on borrowing & on deposit with bank. The interest rate are disclosed in the respective notes to the financial statements of the Company. The following table analyse the breakdown of the financial assets and liabilities by type of interest rate:

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected, after the excluding the credit exposure for which interest rate swap has been taken and hence the interest rate is fixed. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company’s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including debt and overdraft from banks at an optimised cost.

The Company maximum exposure to credit risk for the components of the balance sheet at 31 March 2018 and 31 March 2017 is the carrying amounts. The liquidity risk is managed on the basis of expected maturity dates of the financial liabilities. The average credit period taken to settle trade payables is about 90 days. The other payables are with short-term durations. The carrying amounts are assumed to be a reasonable approximation of fair value. The following table analysis financial liabilities by remaining contractual maturities:

At present, the Company does expects to repay all liabilities at their contractual maturity. In order to meet such cash commitments, the operating activity is expected to generate sufficient cash inflows.

Capital management

For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Company’s capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company’s policy is to keep optimum gearing ratio. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2018 and 31 March 2017.

9 Income tax

The major components of income tax expense for the years are:

A Reconciliation of income tax provision to the amount computed by applying the statutory income tax rate to the income before Income taxes is summarized as follow:

Applicable statutory tax rate for financial year 2017-18 is 34.608% (Previous year 2016-17 is 34.608%)

The Gross movement in the current income tax asset/(Liability) for the year ended March 31, 2018 and March 31, 2017 is as follows

10 The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated February 16,2015 notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS would replace 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 would be applicable for the accounting period beginning April 1, 2017, with a transition date of April 1, 2016.

A. Reconciliation of Balance Sheet as at 1 April 2016

The Previous GAAP figures have been reclassified to confirm to Ind As presentation requirements for the purpose of this note. B Reconciliation of equity

C Reconciliation of profit and loss for the year ended 31 March 2017

D Reconciliation of cash flow for the year ended 31 March 2017

All the adjustments on account of Ind AS are non - cash in nature and hence, there is no material impact on the cash flows in the cash flow statement.

Notes:

1 Fair valuation of financial assets

The company has valued equity shares, mutual funds, venture funds, preference shares and government security at fair value and the same has been recognised in financials.

2 Classification and presentation of assets and liabilities

Under previous GAAP, the Company was not required to present its assets and liabilities bifurcating between financial assets / financial liabilities and non financial assets / non financial liabilities. Under Ind AS, the Company is required to present its assets and liabilities bifurcating between financial assets / financial liabilities and non financial assets / non financial liabilities . Accordingly, the Company has classified and presented its assets and liabilities.

3 deferred tax

Additional deferred tax assets/liabilities has been recognised corresponding to the adjustments to retained earnings / profit and loss as a result of Ind AS Implementation.

4 other financial assets

Under previous GAAP, the Company was not required to amortise Deposit. Under Ind AS, the Company is required to present its Deposit at amortised cost. Accordingly, the Company has classified and presented its assets and liabilities.

5 other Comprehensive Income

Under Indian GAAP, the Company has not presented other comprehensive income (OCI) separately. Hence, it has reconciled Indian GAAP profit or loss to profit or profit or loss as per Ind AS.

11 Estimates

The estimates at 1 April 2016 and at 31 March 2017 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies).

12 Balances in the accounts of trade receivables, loans and advances, trade payables and other current liabilities are subject to confirmation / reconciliation, if any. The management does not expect any material adjustment in respect of the same effecting the financial statements on such reconciliation / adjustments.

13 There was no impairment loss on the fixed assets on the basis of review carried out by the management in accordance with Indian Accounting Standard (Ind AS)-36 ‘Impairment of Assets.

14 Lease disclosure

The company has entered into agreement for obtaining one office premises on rent which is in nature of operating leases. Amount paid/payable in respect of such leases are charged to profit and loss on accrual basis.

15 Earnings per share

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

The following reflects the income and share data used in the basic and diluted EPS computations:

16 RELATED PARTY DISCLOSURES

i) Related party relationships:

Notes:

1 The related party relationships have been determined on the basis of the requirements of the Indian Accounting Standard (Ind AS) -24 ‘Related Party Disclosures’ and the same have been relied upon by the auditors.

2 The relationships as mentioned above pertain to those related parties with whom transactions have taken place during the current year / previous year, except where control exists, in which case the relationships have been mentioned irrespective of transactions with the related party.

ii. Transactions with related parties:

17 Calculation of Remuneration ceiling limit for MD & WTD:

Managerial Remuneration under Section 197 of the Companies Act 2013 read with Schedule V of the Act

18 Events after the end of the reporting year

No subsequent event has been observed which may required an adjustment to the statement of financial position.

19 In the opinion of the Director, current assets, loans, advances and deposits are approximately of the value stated, if realised in the ordinary course of business and are subject to confirmation.


Mar 31, 2016

3. Notes on Financial Statements

a) Segment Reporting

The Company is mainly engaged in single segment business of Telecommunication Products and Services, which is managed as one entity and governed by a similar set of risk and returns. Further, operations of the Company is confined to the single geographic segment i.e. India and does not qualify for reporting as geographic segment. Further, in view of the Accounting Standard Interpretation (ASI) 20, issued by the Institute of Chartered Accountants of India for companies operating in single segment, the disclosure requirements as per Accounting Standard 17 “Segment Reporting” are not applicable to the Company.

b) Contingent liabilities:

According to the information and explanation provided to us by the management that there are no Contingent Liabilities for Income Tax Assessment Pending since AY 2013-2014 and as explained by management no any court cases are pending against Company and Its Directors in any matter. The Company Does not have any pending Litigation for Sales Tax, Service Tax & TDS & Other Taxes which will impact Companies Financials.

According to the information and explanation provided to us by the management that, below mentioned Bank Guarantees were issued by the Various Banks on behalf of the Company and outstanding for settlement as on the date of balance sheet, details of the same areas under:

c. In view of Accounting Standard required by AS-28 “Impairment of Assets” issued by ICAI, the company has reviewed its fixed assets and does not expect any loss as on 31st March, 2016 on account of impairment.

d. Income and Expenditures in Foreign Currency: Nil

e. Purchases of material for consumption and installation of polls and towers was made during the financial year include purchases from Unregistered Dealers.

f. Events Occurring After Balance Sheet Date

No significant events have occurred after the Balance sheet date till the signing of report which could affect the financial position as on 31st March, 2016 to a material extent, have been reported by the management.

g. In the opinion of the management, current assets, loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated and similarly all liabilities are payable as on balance sheet date.

h. Balances of Long Term Liabilities, Current Liabilities i.e. Trade Payables, Short Term Liabilities & Other Current Liabilities & Long Term Loans and Advances, Other non-Current Assets, Trade Receivables, Short Term Loans and Advances, Sundry Deposits and Other Current Assets are subject to Confirmations, Reconciliation and Consequential Adjustments, if any thereon.

i. In view of multiplicity and difficulty in identification of accounts to Micro, Small and Medium Enterprises, information with regard to amount unpaid at the year end together with the interest paid / payable under the MSMED Act, 2006 as required under to the Companies Act, 2013 is not disclosed.

j. Secured Loans: The details of Secured Loans balances as on 31.03.2016 and the securities offered for each loan is as under:

n. Related party transactions:

i. Related Parties and their Relationship

Key Management Personnel:

- Gurushantappa N Lature — Director

- Shivshankar G Lature — Director

- Vivek Lature - Director

Enterprises over which Key Management personnel are able to exercise significant influence:

- Suyog Telematics (Prop. Of Shri Shiv Shankar Lature)

- Suyog Gurbaxani Funicular Ropeways Private Limited

o. Prior Year Comparatives: These financial statements have been prepared in the format prescribed by the Revised Schedule VI to the Companies Act. Previous period figures have been recasted / restated to conform to the classification of the current period.


Mar 31, 2015

1. Terms and Rights attached Is Equity Shares

The company Has only one class of equity shares having a par value of INR 10/- per share. Each holder or equity shares is entered to one vote per Share.

a. Shares held by holding ultimate holdmg company and/or their subsidiaries/associates

b. There are no calls remaining unpaid as on March 31,2015, hence no disclosure is requred pursuant to Hole no. 6(A)(K) of Pan 1 of Schedule VI to me companies Act, 2013.

c.Terms and Rights attached to Equity Shares

The Company has only one class of equity shares having a par value of INR 10/- per share. Each holder of equity share is entitled to one vote per share.

d. Fundraised through Preienentiai Allotment of Equity Shares of the Company

The Company has raised INR 9 crores Irom issuance of preferential allotment of of 20 Lacs equity snares issued at 45/- per share havng face value at INR 10 each and snare premium at INR 35 each during the financial year.

2.(a) Sale of service companies of instaliation Maintanance, Survey, Labour Supply and rental income changed to clients

(b) Other operating revenue compainies reimoursement received for taxes paid on clients behalf.

i. Segment Reporting

The Company is mainly engaged in single segment business of Telecommunication Products and Services, which is managed as one entity and governed by a similar set of risk and returns. Further, operations of the Company is confined to the single geographic segment i.e. India and does not qualify for reporting as geographic segment. Further, in view of the Accounting Standard Interpretation (ASI) 20, issued by the Institute of Chartered Accountants of India for companies operating in single segment, the disclosure requirements as per Accounting Standard 17 "Segment Reporting" are not applicable to the Company.

ii. Contingent Liabilities:

a. As per information and explanation provided by the management that there are no Contingent Liabilities / pending litigations for Income Tax / Sales Taxes / VAT / Service Tax and TDS and no such court cases are pending against the company in any matter except the VAT Liability of I NR 183562/- due for payment for FY 2010-11 vide department letter dated Feb 16, 2015 and liabilities for interest and penalty for delay in payment of Service Tax and TDS during the FY 2014-15 however the company has not accounted the liability for interest on delay in payment of TDS and Service Tax during the year.

b. As per information and explained provided to us by the management, details of the Bank Guarantees issued by the Company are as under:

Sr. Party Name Amount (INR) No.

i. BG Issued in favour of Maharashtra Industrial Development Corporation, Mumbai INR 2,52,900/-

Guarantee No. 0505014BG0000051 issued From 07/01/2014 to by State India, Trade Finance CPC, 30/08/2015 Lower Parel, Mumbai

ii. BG Issued in favour of Maharashtra INR 5,00,000/- State Electricity Development Corporation Limited, Mumbai From 21/08/2013 to Guarantee No. 0505013BG0002456 issued 28/05/2015 by State India, Trade Finance CPC, Lower Parel, Mumbai

iii. BG Issued in favour of BSNL, Dhule INR 53,250/-

Guarantee No. 0505014BG0002595 issued From 27/08/2014 to by State India, Trade Finance CPC, Lower 25/02/2016 Parel, Mumbai

iv. BG Issued in favour of Maharashtra State INR 64,74,500/- Road Development Corporation, Mumbai

Guarantee No. 0505014BG0000518 issued From 27/02/2015 to by State India, Trade Finance CPC, Lower 25/02/2016

Parel, Mumbai

c. In view of Accounting Standard required by AS-28 "Impairment of Assets" issued by ICAI, the company has reviewed its fixed assets and does not expect any loss as on 31st March, 2015 on account of impairment.

d. Income and Expenditures in Foreign Currency: Nil

e. Purchases of material for consumption and installation of polls and towers was made during the financial year include purchases from Unregistered Dealers.

f. Events Occurring After Balance Sheet Date

No significant events have occurred after the Balance sheet date till the signing of report which could affect the financial position as on 31st March, 2015 to a material extent, have been reported by the management

g. In the opinion of the management, current assets, loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated and similarly all liabilities are payable as on balance sheet date.

h. Balances of Long Term Liabilities, Current Liabilities i.e. Trade Payables, Short Term Liabilities & Other Current Liabilities & Long Term Loans and Advances, Other non Current Assets, Trade Receivables, Short Term Loans and Advances, Sundry Deposits and Other Current Assets are subject to Confirmations, Reconciliation and Consequential Adjustments, if any thereon.

i. The company being listed company required to follow section 203 & 134 (1), However, the view of absence of appropriate candidate for filing vacancy of Company Secretary and CFO have not appointed. The said Key Managerial Personnel as per section 203 and to the extent 134(1) Signing of financial statement have been considered only by director. However, the management has considered the matter in the process of appointing Company Secretary and CFO.

j. In view of multiplicity and difficulty in identification of accounts to Micro, Small and Medium Enterprises, information with regard to amount unpaid at the yearend together with the interest paid / payable under the MSMED Act, 2006 as required under to the Companies Act, 2013 is not disclosed.

k. Secured Loans: The details of Secured Loans balances as on 31.03.2015 and the securities offered for each loan is as under:

l. Related party transactions:

Related Parties and their Relationship Key Management Personnel:

i. Gurushantappa N Lature — Director

ii. Shivshankar G Lature — Director

iii. Vivek Lature - Director

Relative of the Director

i. Suchitra Lature

Enterprises over which Key Management personnel are able to exercise significant influence:

ii. Suyog Telematics (Prop, of Mr. Shiv Shankar Lature)

iii. Suyog Gurbaxani Funicular Ropeways Pvt. Ltd.

m. Prior Year Comparatives: These financial statements have been prepared in the format prescribed by the Revised Schedule VI to the Companies Act. Previous period figures have been recasted / restated to conform to the classification of the current period.

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