General information about company

Scrip code537259
Name of the entitySuyog Telematics Limited
Date of start of financial year01-04-2016
Date of end of financial year31-03-2017
Reporting QuarterYearly
Date of Report31-03-2017
Risk management committeeNot Applicable



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory
Is there any change in information of board of directors compare to previous quarterYes
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)     Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)     No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes
1MrShivshankar Gurushantappa LatureAAIPL4745P02090972Executive DirectorNot ApplicableMD01-08-2013110
2MrVivek Gurushantappa LatureABDPL9211C02274098Executive DirectorNot Applicable01-08-2013110
3MrGurushantappa Nagappa LatureAAIPL4744N02281331Non-Executive - Non Independent DirectorNot Applicable07-01-2009111
4MrsSuchitra Shivshankar LatureABCPL1653P07440192Non-Executive - Non Independent DirectorNot Applicable23-09-2016100



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)     Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)     No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes
5MrKallinath Gangadharappa ChitradurgaACTPC8749F06521670Non-Executive - Independent DirectorNot Applicable10-08-201343121
6MrDeodatta Gangadhar MaratheABPPM7864E02940812Non-Executive - Independent DirectorNot Applicable10-08-201343110
7MrsLeena Vijay GovekarAEIPG0088A07286584Non-Executive - Independent DirectorNot Applicable23-09-20166100
8MrAnand Ganpat KodeADBPK6949A07672552Non-Executive - Independent DirectorNot Applicable08-12-20164100



Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatoryTextual Information(1)
Is there any change in information of committees compare to previous quarterYes
SrName Of CommitteeName of Committee membersCategory 1 of directorsCategory 2 of directorsName of other committee
1Audit CommitteeKallinath Gangadharappa ChitradurgaNon-Executive - Independent DirectorChairperson
2Audit CommitteeVivek Gurushantappa LatureExecutive DirectorMember
3Audit CommitteeDeodatta Gangadhar MaratheNon-Executive - Independent DirectorMember
4Nomination and remuneration committeeKallinath Gangadharappa ChitradurgaNon-Executive - Independent DirectorChairperson
5Nomination and remuneration committeeLeena Vijay GovekarNon-Executive - Independent DirectorMember
6Nomination and remuneration committeeDeodatta Gangadhar MaratheNon-Executive - Independent DirectorMember
7Stakeholders Relationship CommitteeGurushantappa Nagappa LatureNon-Executive - Non Independent DirectorChairperson
8Stakeholders Relationship CommitteeShivshankar Gurushantappa LatureExecutive DirectorMember
9Stakeholders Relationship CommitteeKallinath Gangadharappa ChitradurgaNon-Executive - Independent DirectorMember
10Corporate Social Responsibility CommitteeShivshankar Gurushantappa LatureExecutive DirectorChairperson



Annexure 1

II. Composition of Committees

SrName Of CommitteeName of Committee membersCategory 1 of directorsCategory 2 of directorsName of other committee
11Corporate Social Responsibility CommitteeGurushantappa Nagappa LatureNon-Executive - Non Independent DirectorMember
12Corporate Social Responsibility CommitteeKallinath Gangadharappa ChitradurgaNon-Executive - Independent DirectorMember



Text Block

Textual Information(1)
Nomenclature of Shareholders' and Investors' Committee was changed to Stakeholders' Relationship Committee w.e.f. February 07, 2017



Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)
114-11-2016
201-02-201778
307-02-20175
414-03-201734



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(s) of meeting of the committee in the relevant quarterWhether requirement of Quorum met (Yes/No)Requirement of Quorum met (details)Date(s) of meeting of the committee in the previous quarterMaximum gap between any two consecutive meetings (in number of days)Name of other committee
1Audit Committee01-02-2017YesYes14-11-201678
2Audit Committee07-02-2017YesYes5
3Audit Committee14-03-2017YesYes34
4Nomination and remuneration committee07-02-2017YesYes14-11-201684
5Stakeholders Relationship Committee07-02-2017YesYes



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedYes
2Whether shareholder approval obtained for material RPTYes
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeNA



Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities)NA
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.No
9Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)



Text Block

Textual Information(1)
The Company was migrated from SME Board to Main Board w.e.f. January 03, 2017. Company has to comply with the given provision within 6 months from the date of migration and Company is in process of doing so. This is the first time Company is filing Corporate governance Report.



Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeshttps://suyogtelematics.co.in/
2Terms and conditions of appointment of independent directorsYeshttps://suyogtelematics.co.in/wp-content/uploads/2017/02/Terms-and-Conditions-of-Appointment-of-Independent-Directors_Suyog.pdf
3Composition of various committees of board of directorsYeshttps://suyogtelematics.co.in/investor-relation/
4Code of conduct of board of directors and senior management personnelYeshttps://suyogtelematics.co.in/wp-content/uploads/2017/01/1.-code-of-conduct.pdf
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttps://suyogtelematics.co.in/wp-content/uploads/2017/01/whiste-blower-policy-1.pdf
6Criteria of making payments to non-executive directorsYeshttps://suyogtelematics.co.in/wp-content/uploads/2017/03/nomination-and-remuneration-policy-amended-as-on-May-27-2016-1.pdf
7Policy on dealing with related party transactionsNoThe Company was migrated from SME Board to Main Board w.e.f. January 03, 2017. Company has to comply with the given provision within 6 months from the date of migration and Company is in process of doing so.
8Policy for determining ‘material’ subsidiariesNA
9Details of familiarization programmes imparted to independent directorsYeshttps://suyogtelematics.co.in/wp-content/uploads/2017/01/FAMILIARIZATION-PROGRAMME-FOR-INDEPENDENT-DIRECTORS.pdf



Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeshttps://suyogtelematics.co.in/support-communication/
11email address for grievance redressal and other relevant detailsYeshttps://suyogtelematics.co.in/support-communication/
12Financial resultsYeshttps://suyogtelematics.co.in/result-annual-report/
13Shareholding patternYeshttps://suyogtelematics.co.in/stock-exchangepublication/
14Details of agreements entered into with the media companies and/or their associatesNA
15New name and the old name of the listed entityNA



Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1)Yes
3Meeting of Board of directors17(2)Yes
4Review of Compliance Reports17(3)NoThe Company was migrated from SME Board to Main Board w.e.f. January 03, 2017. Company has to comply with the given provision within 6 months from the date of migration and Company is in process of doing so.
5Plans for orderly succession for appointments17(4)Yes
6Code of Conduct17(5)Yes
7Fees/compensation17(6)Yes
8Minimum Information17(7)Yes
9Compliance Certificate17(8)Yes
10Risk Assessment & Management17(9)Yes



Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Performance Evaluation of Independent Directors17(10)Yes
12Composition of Audit Committee18(1)Yes
13Meeting of Audit Committee18(2)Yes
14Composition of nomination & remuneration committee19(1) & (2)Yes
15Composition of Stakeholder Relationship Committee20(1) & (2)Yes
16Composition and role of risk management committee21(1),(2),(3),(4)NA
17Vigil Mechanism22Yes
18Policy for related party Transaction23(1),(5),(6),(7) & (8)NoThe Company was migrated from SME Board to Main Board w.e.f. January 03, 2017. Company has to comply with the given provision within 6 months from the date of migration and Company is in process of doing so.
19Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
20Approval for material related party transactions23(4)Yes



Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Composition of Board of Directors of unlisted material Subsidiary24(1)NA
22Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)Yes
23Maximum Directorship & Tenure25(1) & (2)Yes
24Meeting of independent directors25(3) & (4)Yes
25Familiarization of independent directors25(7)Yes
26Memberships in Committees26(1)Yes
27Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
28Disclosure of Shareholding by Non-Executive Directors26(4)NoThe Company was migrated from SME Board to Main Board w.e.f. January 03, 2017. Company has to comply with the given provision within 6 months from the date of migration and Company is in process of doing so.
29Policy with respect to Obligations of directors and senior management26(2) & 26(5)NoThe Company was migrated from SME Board to Main Board w.e.f. January 03, 2017. Company has to comply with the given provision within 6 months from the date of migration and Company is in process of doing so.
Any other information to be provided - Add Notes






Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedNA
Any other information to be provided






Signatory Details

Name of signatoryNishtha Agrawal
Designation of personCompliance Officer
PlaceMumbai
Date03-04-2017