Suyog Telematics Ltd Directors Report.

Dear members,

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

Company Overview

Our Company was incorporated on July 28, 1995 and since then (24 years) it is 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. ItismanagedandadministeredbyteamBoard ofeight (8) directors which have further its five committees.

The Company was converted into Public Limited Company w.e.f. March 02, 2013. On 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 three largest customers are Bharti Airtel, Vodafone Idea and Reliance Jio, which are the three leading wireless telecommunication service providers in India by wireless revenue.

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

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

Financial highlights

The Financial Performance of the Company for the Financial Year ended March 31, 2019 is as follows:

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

Indian accounting standards

The Ministry of Corporate Affairs (MCA), vide its notification dated February 16, 2015, notified the Indian Accounting 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..f.April01,2017.Thereconciliationand 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

Accordingly, as on March 31, 2019, 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 ofRs. 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, 2019.

Dividend

In line with the Dividend Distribution Policy of the Company, we recommend a final dividend of Rs. 2.5/- per equity share (i.e. 25 % of face value) for the FY 18-19. The dividend, if approved at the Annual General Meeting (AGM), will be paid to those members whose names will appear in the Register of Members as on close of Friday, September 13, 2019. The total dividend pay-out will amount to approximately Rs. 2.5 crore (excluding dividend distribution tax of Rs. 0.52 Crore) resulting in a pay-out of 8.86% of the Standalone profit after tax of the Company.

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, 2019, there is no change in the composition of the Board of directors. Further note that:

Re-appointment of Vivek Lature as rotational director Pursuant to the provisions of the Companies Act, 2013, Vivek Lature (DIN:02274098), Whole Time Director of the Company will retire by rotation at the ensuing AGM and being eligible, has offered herself for re- appointment. The Board recommends her re-appointment.
Appointment of Sanjay Sarda as Independent Additional director Sanjay Sarda (DIN: 00157186 ) has been appointed as Additional Independent Director in the Board ect up to AGM to be held on September 21, 2019. eff meeting heldonAugust24,2019withimmediate Further, in the AGM his appointment as Independent Director was proposed by the Board of Directors.
Gurushantappa Lature Gurushantappa Lature (DIN: 02281331) retired with effect August 27, 2019.
Kallinath Chitradurga Kallinath Chitradurga tender his resignation with effect from August 27, 2019.

Brief resume, nature of expertise, details of directorships held in other companies 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 receiveddeclarations from all the Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under Section 149oftheCompaniesAct,2013andtheListingRegulations. 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/newnominationandremunerationpolicy - v.1.pdf and is annexed as Annexure VII to this report.final

Annual Board Evaluation and Familiarization Programme for Board Members

A note on the familiarization programme adopted by the Company for orientation 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 4 (Four) timesduring the financial year ended March 31, 2019. As on March 31, 2019, 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 2018-19 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 24th AGM. Accordingly, their term shall be concluding at the ensuing 24th AGM of the Company to be held in the year 2019 and the new Statutory Auditors of the Company will be appointed at the said 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, 2019 by M/s Maheshwari & Co., Chartered Accountants, which does not contain any observation, qualifications, reservations, disclaimer or adverse remarks.

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, 2019. 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. The Secretarial Audit Report for the FY 2018 - 19 is annexed as Annexure VIII 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 2019-20.

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, 2019. The Cost Auditor has submitted its Report, which does not contain any observation, qualifications, reservations, disclaimer or adverse remark. The Board has re- appointed 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 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 18 th September, 2015 and the Corporate Social Responsibility Policy was approved in the Board Meeting held on 18 th April, 2016. A report on the same is attached with the Board’s Report at Annexure VI.

The Company has also formulated a Corporate Social Responsibility Policy, which 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 II.

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 A 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 2018-19.

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 V and forms part of this Report.

Particulars of loans, guarantees or investments under section 186

Details of Loans, Guarantees and InvestmentscoveredundertheprovisionsofSection 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.

Capital Market Ratings

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

Employee Stock Option Plan

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

Particulars of employees

Disclosures relatingto 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 IV 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 aseveryCo-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, 2019 and March 31, 2018 were nil.

Declaration by the managing director

Declaration signed by the Managing Director stating that the members of board of directors and senior managementpersonnelhaveaffirmedcompliance 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 of the financial year ended 31st March, 2019, 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 receives any remuneration or commission from its holding or subsidiary Company.

Bonus shares

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

Transfer to investor education and protection fund.

There is no requirement to transfer funds to the Investor Education and Protection 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 Companyhasconstituted Internal Complaints Committee to redress Complaints received regarding sexual harassment during the period. The following is a summary of sexual harassmentcomplaintsreceivedanddisposedoffduring the period:

Number of Complaints received Nil
Number of Complaints disposed off Nil

Following provisions are not applicable to the company for the relevant financial year.

1. Details in respect of frauds reported by auditors other than those which 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 cooperation.

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