Suyog Telematics Director Discussions

Dear Members,

The Board of Directors hereby submits the 28th Annual Report of the business and operations of Suyog Telematics

Limited ("the Company" or "Your Company" or "STL") along with the audited financial statements for the financial year ended March 31, 2023.

Result of our Operations and State of Affairs

Summary of the operations of the Company for the financial year ended March 31, 2023 is as follows:

(Rupees in Lakhs)
PARTICULARS 2022-23 *2021-22
Revenue from Operations 14,364.44 12,633.88
Total Expenditure 9,328.27 7,511.58
Net Profit/Loss Before tax 5,899.96 5,672.99
Profit/ (Loss) for the year 4,630.59 4,138.22
Equity 1,04,82,400 1,04,82,400
Other Equity 22,377.65 17,782.51
Net Block 26,763.84 20,408.47
Net Current Assets -67.72 859.59
Cash and Cash Equivalents (including bank balances) 217.49 322.59
Earnings/(Loss) per Share
(Basic)(in Rs) 44.17 40.1
(Diluted)(in Rs) 44.17 40.75

which form part of Revenue from Operation, accordingly previous year figures has been regrouped.The Company 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.


The Companys 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.

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.

We have our telecom towers in Mumbai, Maharashtra, Gujarat, Delhi, Rajasthan, Karnataka, Tamil Nadu, Andhra Pradesh, Odisha, Assam & NE, West Bengal and Uttarakhand. We are expanding our arm towards (Presence across Nation) PAN India.

During the year under review, the Company has registered a turnover of Rs14364.44 lakhs as against Rs12633.88 lakhs in the previous year. The other income stood at Rs863.79 lakhs against Rs550.69 lakhs in the previous year. The total expenditure stood at Rs9328.27 lakhs as against Rs7511.58 lakhs in the previous year. Your Company had registered a total net profit ofRs4630.59 lakhs for the financial year ended on March 31, 2023 as against profit of

Rs4138.22 lakhs in the previous year.

The operating and financial performance of your Company has been covered in the Management Discussion and

Analysis Report which forms part of the Annual Report.


The Company has declared dividend of Re. 1 per share for the financial year 2021-22. Whereas, Your Directors have recommended a dividend of Re. 0.50/- per share for the financial year 2022-23 for the approval by theMembers at the ensuing 28th Annual General Meeting.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) is available on the Companys website at - Dividend Distribution Policy.


The Board of Directors of your Company has decided not to transfer any amounts to the General Reserves, for the year ended 31st March 2023.


There has been no change in the Authorized, Issued, Subscribed and Paid-up share capital of the Company during the financial year 2022-23.

Accordingly, as on March 31, 2023, the Authorized share capital stood at INR 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores and Fifty Lakhs) Equity Shares of Rs10/- (Rupees Ten Only) each. The paid up share capital of the Company as on March 31, 2023 is Rs10,48,24,000/-divided into 1,04,82,400 fully paid up equity shares of Re.10/- each.

Further, the Company has not issued any convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. There has been no change in the capital structure of the Company during the year.


The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees Stock Option Plan of the Company. During the year under review, there was no change in the ESOP Scheme of the Company.

The Company has one operative Employee Stock Option Scheme i.e. "Suyog Stock Option Scheme 2018" ("Suyog ESOP 2018") with an objective to reward the Eligible Employees for their performance in the Company and to share the wealth created by the Company with them.

The above Scheme are in line with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SBEB & SE Regulations") The Company has obtained certificates from the Secretarial Auditors of the Company stating that the Scheme have been implemented in accordance with the SBEB & SE Regulations and the resolutions passed by the members.

The certificates are available for inspection by members in electronic mode. The details as required to be disclosed under the SBEB & SE Regulations can be accessed at


During the year under review, your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 (the Act) read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2023, there were no deposits lying unpaid or unclaimed.


The particulars of loans given, guarantees given, investments made and securities provided by the Company during the year under review, are in compliance with the provisions of Section 186 of the Act and the Rules made thereunder and details are given in the Notes to the Financial Statements forming part of the Annual Report. All the loans given by the Company to the body corporate are towards business purpose.


All related party transactions that were entered into during the year were on arms length basis and in the ordinary course of business except as disclosed in Form AOC 2 which forms part of the Board Report as Annexure 1. The Audit Committee has approved the related party transactions and subsequently the same were approved by the Board of Directors from time to time and the same are disclosed in the Financial Statements of the Company for the year under review.

Further, pursuant to the provisions of the Act and the Listing Regulations, the Board of Directors has, on recommendation of its Audit Committee, adopted a Policy on Related Party Transactions and the said policy is available on the website of the Company at


As on March 31, 2023, the Board of Directors of your Company comprises of Eight (8) Directors consisting of a Managing Director, Two (2) Whole Time Director and Five (5) Non-Executive and Independent Directors, out of which Four (4) are Independent Directors including one Woman Independent Director. The constitution of the Board of the Company is in accordance with Section 149 of the Act, and Regulation 17 of SEBI Listing Regulations. During the year, Mr. Udaya Shankar Panda (DIN: 09663507) was appointed as an Independent Director of the Company for a period of 5 (Five) years with effect from February 07, 2023 upto February 06, 2028. Mr. Shivshankar Lature (DIN: 00320541) was re-appointed as the Managing Director of the Company for a period of 5 years w.e.f. 1st August, 2023.

Mr. Deodatta Marathe (DIN: 02940812), Independent Director resigned w.e.f. 01st December, 2022 due to old age. Accordingly, he also vacated the position of an Audit Committee Member and Nomination, Nomination and Remuneration Committee Member of the Company. The Board placed on record its high degree of appreciation for the valuable and excellent contribution made by him during his tenure as a Director of the Company.

On the basis of the written representations received from the directors, none of the above directors are disqualified under Section 164 (2) of the Act.

Mr. Vivek Lature (DIN: 02274098), Director of the Company, is liable to retire by rotation at the ensuing Annual

General Meeting (AGM) and being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for his re-appointment along with the required details forms part of the Notice.


The Company has received declarations from the Independent Directors confirming that they meet the criteria of

Independence as prescribed under Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16 of SEBI Listing Regulation. Also, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, remuneration, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company. The Independent

Directors have confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise, and experience including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder of Independent Director on the Board.


The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board and individual directors including the Independent Directors and Chairperson covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its committees, Board Culture, execution and performance of specific duties, obligations and governance. It includes circulation of evaluation forms separately for evaluation of the Board, its Committees, Independent Directors / Non-Executive Directors / Executive Directors and the Chairman of your Company. In a separate meeting of independent directors which was held on February 07, 2023, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.


During the year under review, Mr. Rahul Kapur, Company Secretary (CS) of the Company has resigned w.e.f. August 29, 2022 and Ms. Aarti Kamlesh Shukla, was appointed as Company Secretary & Compliance Officer with effect from September 26, 2022.

The Board places on record its appreciation for Mr. Rahul Kapur for their contribution during their tenure. Pursuant to the provisions of Section 203 of the Act, Mr. Shivshankar Lature, Managing Director, Mr. Vivek Lature, and Ms. Subhashita Lature, Whole Time Director, Mr. AjayKumar Banwarilal Sharma, Chief Financial Officer and

Ms. Aarti Kamlesh Shukla, Company Secretary are the Key Managerial Personnel of the Company as on March 31,2023.


During the year, the Board of Directors are met Five (5) times, the details of which are given in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Act, Secretarial Standards on Board Meetings and SEBI Listing Regulations as amended from time to time.


The Board of Directors of your Company have formed various Committees, as per the provisions of the Act and as per SEBI Listing Regulations and as a part of the best corporate governance practices, the terms of reference and the constitution of those Committees is in compliance with the applicable laws.

In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following committees:

a) Audit Committee

As on March 31, 2023, the Audit Committee is comprises of Mr. Anand Ganpat Kode, Mrs. Leena Govekar and Mr. Vivek Lature as its Members. The Committee comprises of majority of Independent Directors with Mr. Anand Ganpat Kode, as being the Chairman.

b) Nomination and Remuneration Committee

As on March 31, 2023, the Nomination and Remuneration Committee is comprises of Mr. Anand Ganpat Kode, Mrs. Leena Govekar and Mrs. Suchitra Shivshankar Lature, as its members. The Committee comprises of majority of Independent Directors with Mr. Anand Ganpat Kode, being the Chairman.

c) Stakeholders Relationship Committee

As on March 31, 2023, the Stakeholders Relationship Committee is comprises Mr. Anand Ganpat Kode, as the Chairman, Mr. Shivshankar Lature, and Mrs. Suchitra Shivshankar Lature, as its members.

d) Corporate Social Responsibility Committee

As on March 31, 2023, the Corporate Social Responsibility Committee is comprises Mr. Shivshankar Lature, as the Chairman, Mr. Anand Ganpat Kode and Mrs. Suchitra Shivshankar Lature as its members.

e) Committee of Directors

As on March 31, 2023, the Committee of Directors is comprises Mr. Shivshankar Lature, Mrs. Leena Govekar, Mrs. Suchitra Shivshankar Lature and Mr. Vivek Lature.

The details with respect to the Composition, powers, roles, terms of reference, etc. of the aforesaid committees are given in the "Corporate Governance Report" which is presented in a separate section and forms part of the Annual Report.


The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.


Your Company has in place adequate internal financial control system commensurate with the size of its operations.

Internal control systems comprising of policies and procedures are designed to ensure sound management of your Companys operations, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilisation of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the Audit Committee to maintain the highest standards of Internal Control. During the year under review, no material or serious observation has been received from the Auditors of your Company citing inefficiency or inadequacy of such controls. An extensive internal audit is carried out by M/s. DBS & Associates, Chartered Accountants and post audit reviews are also carried out to ensure follow up on the observations made.


Your Company is fully committed to follow good Corporate Governance practices and maintain the highest business standards in conducting business. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values. Your Company was compliant with the provisions relating to Corporate Governance.

The report on Corporate Governance, as stipulated under Regulation 34 of SEBI Listing Regulations forms part of an integral part of this Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Act.

A Certificate from M/s. Amruta Giradkar and Associates, Secretarial Auditor of the Company confirming compliance to the conditions of Corporate Governance as stipulated under SEBI Listing Regulation, is annexed to this Report.


As per Regulation 34 of SEBI Listing Regulation, a separate section on Management Discussion and Analysis Report highlighting the business of your Company forms part of Annual Report it, inter-alia, provides details about the economy, business performance review of the Companys various businesses and other material developments during the year 2022-23.


No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future.


During the year, the Company has maintained proper cost records as specified by the Central Government under Section 148(1) of the Act.


Statutory Auditors:

M/s. SMPL & Associates, Chartered Accountants, Mumbai (Firm Registration No. 136549W) were appointed as Statutory Auditors of your Company at the 24th Annual General Meeting for a term of five consecutive years from the conclusion of 24th Annual General Meeting of Company till the conclusion of its 29th Annual General Meeting.

The Company has received their eligibility certificate confirming that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimers. Further,

Notes to Accounts are self-explanatory and do not call for any comments.

Secretarial Auditor:

Pursuant to Section 204 of the Act, your Company had appointed M/s. Amruta Giradkar and Associates, Company Secretaries, as its Secretarial Auditor to undertake the Secretarial Audit of your Company for the financial year ended 31st March, 2023. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as Annexure 2.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditor in its Report.

Cost Auditor:

Pursuant to Section 148 of the Act, your Company had appointed M/s. Avnesh Jain & Associates, Cost Accountants

(Firm Registration No. 101048) as its Cost Auditor to undertake the Cost Audit of your Company for the financial year ended 31st March, 2023. The Cost Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s. Avnesh Jain & Associates, Cost Accountants, to conduct the audit of cost records of the Company for the financial year 2023-24 has been included in the Notice of the forthcoming 28th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Act, and The Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s DBS & Associates, Chartered Accountants were re-appointed by the Board of Directors to conduct internal audit of the Company.

Reporting of Frauds by Auditors:

During the year under review, neither the Statutory Auditors, Secretarial Auditor or Cost Auditor have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Boards Report.


Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at


Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives and a Code of Fair Disclosure to formulate a framework and policy for disclosure of events and occurrences that could impact price discovery in the market for its securities as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of

Fair Disclosure has been made available on the Companys website at and can be accessed at

Vigil Mechanism/Whistle Blower Policy:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation to report concerns about unethical behavior.

The policy is to provide a mechanism, which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statement and reports, and so on. The employees of the Company have the right/ option to report their concern/ grievance to the Chairperson of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. During the year under review, no person was denied access to the Audit Committee.

Under the Whistle Blower Policy, confidentiality of those reporting violation(s) is protected and they shall not be subject to any discriminatory practices. This policy is uploaded on the Companys website at www.suyogtelematics. and can be accessed at

Corporate Social Responsibility (CSR) Policy:

The Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 3 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report. The Policy is available on the Companys website and can be accessed at http://suyogtelematics.

Companys Policy on Board Diversity, Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel:

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 Board Diversity Policy and Nomination and Remuneration Policy of the Company on remuneration and other matters including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178, is placed on the website of the Company and can be accessible at http://

Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in any office through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has zero tolerance approach for sexual harassment at workplace. There is an Internal Committee ("IC") which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The details of complaints pertaining to sexual harassment that were filed, disposed of and pending during the financial year are provided in the Report of Corporate Governance.

Risk Management Policy:

The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk jotted down in the policy are strategic risks, financial risks, operational risks and such other risk that may potentially affect the working of the Company. A copy of the risk management policy is placed on the website of the Company.

Pursuant to the requirement of Regulation 21 of the Listing Regulations, the Company is not liable to constitute a committee of Directors. Whereas a Board of Directors at their meetings review the risk to the Company, which in the opinion of the Board no risk exists which threaten the existence of the Company.


The Company consciously makes all efforts to conserve energy across its operations. In terms of the provisions of

Section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014, the report on conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report as Annexure 4.


As a service Company, the Companys operations are heavily dependent on qualified and competent personnel. As on 31st March 2023, the total strength of the Companys permanent employees stood at 389 excluding casual & contract staff. Your Company takes significant effort in training all employees at various levels.


There are no employees drawing a monthly or yearly remuneration in excess of the limits specified under Section

197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendments thereof.

The information containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time is attached herewith as Annexure 5.


There have been no other material changes and commitments that occurred after the close of financial year till the date of report, which may affect the financial position of the Company, except as stated in this report.


Pursuant to the requirement under Section 134(3)(c) of the Act, the Directors hereby confirm and state that: a) in the preparation of the annual financial statements for the financial year ended March 31, 2023, the applicable accounting standards had been followed and no material departures have been made for the same; b) they have 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 ended on March 31, 2023 and of profit of the Company for that period; c) they have 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) they have prepared the annual accounts for the year ended March 31, 2023 on a going concern basis; e) they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws sand that such systems were adequate and operating effectively.


There was no application made or any proceeding pending under IBC during the year under review.


There was no instance of one-time settlement with any Bank or Financial Institutions during the period under review.


Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these matters during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise were issued;

2. Issue of sweat equity shares to the employees of your Company under any Scheme;

3. There has been no failure in implementation of any Corporate Action.

Cautionary Statement:

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.


Your Directors would like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company and will also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended by our users, bankers, customers, Government & Non-Government Agencies & various other stakeholders.

Your Directors also place on record their appreciation of the vital contribution made by employees at all levels and their unstinted support, hard work, solidarity, cooperation and stellar performance during the year under review.

By order of the Board of Directors
For Suyog Telematics Limited
Place : Mumbai Shivshankar Lature Vivek Lature
Date : August 12, 2023 Managing Director Whole Time Director
DIN: 02090972 DIN: 02274098