annual report - · pdf file%2$5' 2) ',5(&7256 6klyvkdqndu /dwxuh managing...
TRANSCRIPT
ANNUAL REPORT2016 – 17
EXPANDING NETWORKS
Managing Director
Independent Director
Non - Executive Director
Whole Time Director
Independent Director
Non - Executive Director
Independent Director
Independent Director
CONTENTSMessages from Management 01Performance Review 02Directors’ Report & Annexure 05Financial Statements and Notes to Accounts 45
nd 67
Dear Shareholders,“The year 2016-17 witnessed a doubling in rollout of mobile towers by the telecom operators as Reliance Jio long planned service was launched. We were able to get a sizable share of the business in Mumbai.
drop issues to great extent.
accelerate in the coming year.
high capacity requirement area with increase in mobile mins
Dear Suyog Family,
growth which we witnessed in the year gone by. We have
Managing Director’s Message
Head Business Development Message
Dear All,
towers infrastructure to all the telecom operators and having
revenue.
Whole Time Director’s Message
Proud to be part of the company which has
Regards,Tushar Shah
Head Business Development
wealth in many ways. The main target being maximizing return to shareholders and reward
The highest closing price in the
Regards,Shivshankar Lature, Managing Director
associate with new operators but also retain
another 5 years yet again.
Regards,Vivek Lature
Whole Time Director
RTP/GBD/RTT, 611
MSRDC Poles, 373
MMRDA Poles, 495
Monopoles, 10
Others, 38
Project wise Sites
TATA, 16.25
Reliance Jio, 25.76
Airtel,19.90
Vodafone, 18.61
IDEA, 10.55
Others, 8.93
Revenue Share (%)
MMRDA , 19.8
SLUM, 46.3
MSRDC, 20.3
Others, 13.6
Revenue Site Wise (%)
PERFORMANCE REVIEW
0
1000
2000
3000
4000
5000
6000
7000
2013-14 2014-15 2015-16 2016-17 (P)
Revenue in MN
0
500
1000
1500
2000
2500
3000
3500
4000
2013-14 2014-15 2015-16 2016-17(P)
EBIDTA (in lacs)
FY 15-16
FY 14-15
102% 51%
FY 16-17(P)
FY 15-16
165%
FY 15-16
FY 14-15
51%
FY 16-17(P)
FY 15-16
through mobile devices.
94 170279
502
804
1246
1869
13%17%
23%
30%
38%
46%
58%
0
15%
30%
45%
60%
0
625
1250
1875
2500
2014 2015 2016 2017 2018 2019 2020
Expected Smartphone Penetra�on & Mobile Data Consump�onMobile Data Consump�on (Pb per month)
Smartphone Penetra�on (% of popula�on)
841 827714 671 600
458344
86 130 270 332 405503
574
1 12 26 45 78 156 230
0
300
600
900
1200
FY15 FY16 FY17E FY18E FY19E FT20E FY21E
4G 3G 2G
Subscriber Base by Technology – Most likely scenario
ANNUAL REPORT 2016-17 | 5
BOARD’S REPORT TO THE MEMBERS
To,
The members
nd Annual Report of
FINANCIAL HIGHLIGHTS
` (in lakh)
2016-17 2015-16
Total Income
REVIEW OF OPERATIONS
The total turnover of the Company stands ` `
CHANGE IN THE NATURE OF BUSINESS
DIVIDEND
BONUS SHARES
June 15, 2016.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
RESERVES
FOLLOWING PROVISIONS ARE NOT APPLICABLE TO THE COMPANY FOR THE RELEVANT FINANCIAL YEAR.
t
6 | SUYOG TELEMATICS LIMITED
SHARE CAPITAL
` `
DEPOSITS
STATUTORY AUDITORSnd
AUDITORS’ REPORT
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
INTERNAL FINANCIAL CONTROLS
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
DECLARATION BY THE MANAGING DIRECTOR
CORPORATE SOCIAL RESPONSIBILITY
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
ANNUAL REPORT 2016-17 | 7
RELATED PARTY TRANSACTIONS
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
`
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
DECLARATION BY INDEPENDENT DIRECTOR(S)
DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT
8 | SUYOG TELEMATICS LIMITED
BOARD COMMITTEES
SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY
EXTRACT OF THE ANNUAL RETURN
SECRETARIAL AUDIT REPORT
the quarter ended 31
CORPORATE GOVERNANCE
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
NOMINATION AND REMUNERATION POLICY
CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
ANNUAL REPORT 2016-17 | 9
VIGIL MECHANISM
RISK MANAGEMENT POLICY
PARTICULARS OF EMPLOYEES
of Companies (Appointment
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
DIRECTORS’ RESPONSIBILITY STATEMENT
10 | SUYOG TELEMATICS LIMITED
ACKNOWLEDGMENTS
Sd/- Sd/-
1
ANNUAL REPORT 2016-17 | 11
ANNEXURE I
MANAGEMENT DISCUSSION AND ANALYSIS
12 | SUYOG TELEMATICS LIMITED
ANNUAL REPORT 2016-17 | 13
14 | SUYOG TELEMATICS LIMITED
ANNEXURE II
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY(FY 2016-17)
years`
in item 4 above)`
`
`
S I. No
Sd/- Sd/-
ANNUAL REPORT 2016-17 | 15
ANNEXURE III
Civil Contract
Amount paid as advance,if any
Sd/- Sd/-
1
16 | SUYOG TELEMATICS LIMITED
ANNEXURE IV
EXTRACT OF ANNUAL RETURN
I. REGISTRATION AND OTHER DETAILS
II. PRINCIPAL BUSINESS ACTIVITY OF THE COMPANY
S. No.
1
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
S. No.
CIN/GLN
1
year
Any Other
ANNUAL REPORT 2016-17 | 17
4200000 0 4200000 49.63 0 5040000 49.63 0
Any Other
(1)+(A)(2)4200000 0 4200000 49.63 0 5040000 49.63 0
Insurance Companies
0 0 0 0 263600 0 263600 2.60 2.60
(i) Indian(ii) Overseas(b) Individualsi) Individual
nominal share capital upto ` 1 lakhii) Individual
nominal share capital in
c) Others
Market Maker4262000 0 4262000 50.37 4850800 0 4850800 47.77 (2.60)
+(B)(2)4262000 0 4262000 50.37 5114400 0 5114400 50.37 0.00
0 0 0 0 0 0 0 0 0
8462000 0 8462000 100 10154400 0 10154400 100.00 0.00
18 | SUYOG TELEMATICS LIMITED
S. No.
Year
No. of Pledged/
No. of Pledged/
1
3
4
Arvind Lature
TOTAL
S. No.
1.
Increase due to allotment of bonus shares
2.
Increase due to allotment of bonus shares
3.
Increase due to allotment of bonus shares
4.
Increase due to allotment of bonus shares
5.
Increase due to allotment of bonus shares
ANNUAL REPORT 2016-17 | 19
S. No.
No. of
1
2
3
4
5
134164134164 134164
6
61634
7
8
9
10 Manav Arora
20 | SUYOG TELEMATICS LIMITED
S. No.
1
2
3
4
5
Increase in shares due to purchase
Decrease in shares due to sale
V. INDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING / ACCRUED BUT NOT DUE FOR PAYMENT: (In `)
i) Principal Amountii) Interest due but not paidiii) Interest accrued but not due
iv) Principal Amountv) Interest due but not paidvi) Interest accrued but not due
486,514,857 119,378,503 - 605,893,360
ANNUAL REPORT 2016-17 | 21
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (In `)
S. No.
Name of MD/WTD/Manager
1
34 Commission
Others, please specify2,550,000 1,350,000 3,900,000
`
Independent Directors Marathe Choudhary**
Commission
Others, please specify
12,500 10,000 12,500 5,000 NA NA 40,000
DirectorsLature
Lature
Commission
0 0 0 0 0 3,00,000 3,00,000
12,500 10,000 12,500 5,000 0 3,00,000 3,40,000
`
`
the Act`
`
22 | SUYOG TELEMATICS LIMITED
S. No. CEO CFO
1
34
Others, please specify- 292,500 120,000 240,000 652,500
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:
[RD/NCLT/COURT]
A. COMPANYPenaltyPunishment
B. DIRECTORSPenaltyPunishment
C. OTHER OFFICERS IN DEFAULTPenaltyPunishment
Sd/- Sd/-
1
ANNUAL REPORT 2016-17 | 23
ANNEXURE V
SECRETARIAL AUDIT REPORT
To,The Members, SUYOG TELEMATICS LIMITED
I SUYOG TELEMATICS LIMITED
year ended on 31
24 | SUYOG TELEMATICS LIMITED
``
`
rd
Proprietor
ANNEXURE ITo,The Members, SUYOG TELEMATICS LIMITED
Proprietor
ANNUAL REPORT 2016-17 | 25
ANNEXURE VIREPORT ON CORPORATE GOVERNANCE
Board Annual General
M C
Lature1 1
Independent Director 1Independent Director 1 1
Lature1 1 1
26 | SUYOG TELEMATICS LIMITED
Independent Director 1 1
Independent Director 1
Choudhary#Independent Director
11 1
#
ANNUAL REPORT 2016-17 | 27
rd
28 | SUYOG TELEMATICS LIMITED
Held
Independent Director 6 4
Independent Director 6 3
6 6
ANNUAL REPORT 2016-17 | 29
30 | SUYOG TELEMATICS LIMITED
HeldIndependent Director 3 4Independent Director 1 4Independent Director 3 3Independent Director 1
#
(Amount in `)
1
2 4,200,000 37,500 4,237,500
ANNUAL REPORT 2016-17 | 31
Held1 11 1
Independent Director 1
year 2016-17
32 | SUYOG TELEMATICS LIMITED
Held1 1
1Independent Director 1 1
YearAppointment of Independent Director
Approval of Intercorporate loans and investments under
Appointment of Independent Director
Appointment of Independent Director
Appointment of Independent Director
ANNUAL REPORT 2016-17 | 33
34 | SUYOG TELEMATICS LIMITED
Approval of Related Party
ANNUAL REPORT 2016-17 | 35
36 | SUYOG TELEMATICS LIMITED
ANNUAL REPORT 2016-17 | 37
nd
Monday
Paid
38 | SUYOG TELEMATICS LIMITED
STOCK MARKET DATA
BSE
`) `)
136
REGISTRAR AND TRANSFER AGENTS (RTA)
SHARE TRANSFER SYSTEM
DISTRIBUTION OF SHAREHOLDING
S. No. No. of
1
4
3
4
6 1
722 100.00 10154400 100.00
ANNUAL REPORT 2016-17 | 39
S. No.
I
(i) Indian Promoters
(ii)
II
(A)
(i)
(ii)
(iii)
(i)
(ii)
(iii) Individuals
(v)
(vi) Any others
5114400 50.37
III
DEMATERIALIZATION OF SHARES AND LIQUIDITY
40 | SUYOG TELEMATICS LIMITED
COMMUNICATION ADDRESS
1
Tel: 022-25795516, 25778030, 25778029
P : +91 022 40430367, M : +91 07045454396
ANNEXURE AAUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE
To
st
ANNUAL REPORT 2016-17 | 41
DECLARATION
(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that
42 | SUYOG TELEMATICS LIMITED
ANNEXURE VII
NOMINATION AND REMUNERATION POLICYth
1. OBJECTIVE
2. DEFINITIONS
(ii) Company secretary,
3. ROLE OF COMMITTEE
4. MEMBERSHIP
5. CHAIRMAN
ANNUAL REPORT 2016-17 | 43
6. FREQUENCY OF MEETINGS
7. COMMITTEE MEMBERS’ INTERESTS
8. SECRETARY
9. VOTING
10. NOMINATION DUTIES
11. REMUNERATION DUTIES
12. MINUTES OF COMMITTEE MEETING
44 | SUYOG TELEMATICS LIMITED
Please refer Table A
The number of permanent employees on the rolls of
Sl. No.
FY 2016-17 (In `) FY 2016-17
1of the Company (on standalone basis) has
34
6
Choudhary
11
ANNUAL REPORT 2016-17 | 45
INDEPENDENT AUDITOR’S REPORT
SUYOG TELEMATICS LIMITED
46 | SUYOG TELEMATICS LIMITED
Chartered Accountants
Partner
ANNUAL REPORT 2016-17 | 47
ended 31
.
the Company has entered into
a)
48 | SUYOG TELEMATICS LIMITED
` any
Partner
ai
ANNUAL REPORT 2016-17 | 49
ANNEXURE ‘B’ TO THE INDEPENDENT AUDITORS’ REPORT
as of 31
Chartered Accountants
Partner
50 | SUYOG TELEMATICS LIMITED
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017
SUYOG TELEMATICS LIMITED
ANNUAL REPORT 2016-17 | 51
a)
b)
52 | SUYOG TELEMATICS LIMITED
Sr. No.Involved
iv
f)
h)
under:
st
nd
Lature
ANNUAL REPORT 2016-17 | 53
nd
st
st
th
st
st
st
Point, Mumbai
CR)
31.03.2017 31.03.2016
Total
Sr. No.
31.03.2017 31.03.2016
54 | SUYOG TELEMATICS LIMITED
Sr. No.
n)
December,
SBN
- -
-
- 348,998 3,48,998
ANNUAL REPORT 2016-17 | 55
p)
Chartered Accountants
Partner
56 | SUYOG TELEMATICS LIMITED
BALANCE SHEET AS AT MARCH 31, 2017
31 31EQUITY AND LIABILITIES
34
6 568,326,863 244,947,789
Trade Payables
1,384,907,590 840,134,175 ASSETS
11
886,199,268 545,091,731
InventoriesTrade Receivables 13
14
Other Current Assets 16 498,708,323 295,042,445
1,384,907,590 840,134,175
Chartered Accountants
Partner
(C
ANNUAL REPORT 2016-17 | 57
STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2017
Other Income 632,889,495 438,638,776
Cost of Materials Consumed
396,168,362 255,934,495
236,721,133 182,704,281
236,721,133 182,704,281
170,091,518 120,603,096X 170,091,518 120,603,096XI
Chartered Accountants
Partner
(C
58 | SUYOG TELEMATICS LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2017
2016-17 2015-16A.
Interest Income
289,898,105 236,807,025
Trade and Other ReceivablesInventoriesLoans and Advances and Other Assets
-227,289,921 -206,322,681
BPurchase of property, plant and equipment (314,445,386) (105,506,730)Interest Received
C
Interest paid321,662,094 127,547,412
D (28,307,384) 40,440,362E 42,766,394 2,326,035F 14,459,008 42,766,394
14,459,008 42,766,394
Chartered Accountants
Partner
ANNUAL REPORT 2016-17 | 59
3
`Total 25,000,000 250,000,000 10,000,000 100,000,000
` 10,154,400 101,544,000 8,462,000 84,620,000
10,154,400 101,544,000 8,462,000 84,620,000
Mentor Capital Limited
7,871,453 7,056,000
60 | SUYOG TELEMATICS LIMITED
74,956,000 91,880,000
419,053,284 265,885,766
542,466,446 233,951,117
Term loans
484,790,494 182,025,030
25,860,417 10,996,672
2016
- 27,155,251
ANNUAL REPORT 2016-17 | 61
Advance Received from Clients
Other Payables Deposit Received from Customers
285,599,868 186,190,533
10,383,572 -
62 | SUYOG TELEMATICS LIMITED62 | SUYOG TELEMATICS LIMITED
9 F
IXED
ASS
ETS
:
For
31-M
ar-1
731
-Mar
-17
31-M
ar-1
7
Com
pute
r
Telec
om In
frastr
uctu
re
ANNUAL REPORT 2016-17 | 63 ANNUAL REPORT 2016-17 | 63
10,832,000 10,832,000
Rental Deposits to Director
143,967,607 97,348,130
2017 2016
10,758,450 4,088,500
In Current Accounts
14,459,008 42,766,394
64 | SUYOG TELEMATICS LIMITED
293,282,930 123,914,930
2,080,810 14,514,451
605,374,942 437,536,809
ANNUAL REPORT 2016-17 | 65
(a) Interest Income
(b) Other Income
27,514,553 1,101,967
265,836,474 168,922,105
25,884,671 19,962,498
Interest on Loan
49,079,511 26,759,720
66 | SUYOG TELEMATICS LIMITED
Insurance
Rent
663,614
23,770,545 12,947,148
ANNUAL REPORT 2016-17 | 67
NOTICE OF 22 ND ANNUAL GENERAL MEETINGnd
to transact
To consider, and if t
2017
st
RESOLVED FURTHER THAT
2017-18
`
RESOLVED FURTHER THAT Company be and is hereby authorised to do all such acts and
68 | SUYOG TELEMATICS LIMITED
RESOLVED THAT,
RESOLVED FURTHER THAT
RESOLVED FURTHER THAT
RESOLVED FURTHER THAT
1st
ANNUAL REPORT 2016-17 | 69
st
st
1st
70 | SUYOG TELEMATICS LIMITED
st
st
,
1
ANNUAL REPORT 2016-17 | 71
CONTACT DETAILS
1st
1st
th
1
72 | SUYOG TELEMATICS LIMITED
`
ANNUAL REPORT 2016-17 | 73
value of `
74 | SUYOG TELEMATICS LIMITED
1
ANNUAL REPORT 2016-17 | 75
ANNEXURE A
44 years
Directorship held in other Companies
board
1
76 | SUYOG TELEMATICS LIMITED
NOTES
MGT - 11PROXY FORM
22nd
ox nd
n re
For
st
N
nd
st
nd
nd
nd
st
Suyog Towers Site
Abhishek SoniNishtha Agrawal
41, Suyog Industrial Estate,1st Floor, L.B.S. Marg, Vikhroli (W), Mumbai – 400083 CIN: L32109MH1995C091107
Maheshwari & Co., Chartered Accountants, 10 – 11, 3rd Floor, Esplanade House, A. K. Naik Marg, Fort, Mumbai – 400001
Bigshare Service Pvt. Ltd 1st Floor, Bharat Tin Works Building, Opp.Vasant Oasis, Makwana Road, Near Keys Hotel, Marol, Andheri (E), Mumbai – 400059
Harish Chawla and Associates Practicing Company Secretaries, D-16, Chhatarpur Enclave Phase – I, New Delhi – 110074
Zayka Restaurant
11.00 a.m.
Mukteshwar Ashram Road, Tirandaz, Powai, Mumbai - 400076, Maharashtra.