suyog gurbaxani funicular ropeways ltd share price Directors report

Dear Members,

The Board of Directors hereby submits the 14th Annual Report of the business and operations of Suyog Gurbaxani Funicular Ropeways Limited ("the Company" or "SGFRL") along with the audited financial statements for the financial year ended March 31, 2023.

Result of our Operations and State of Affairs:

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

(Rupees in Hundreds)

PARTICULARS	2022-23	2021-22
Revenue from Operations	18,00,569.75	8,05,240.91
Other income	2,003.45	775.76
Total income	?18,02,573.20	806016.67
Total Expenditure	18,01,743.07	14,99,613.28
Net Profit/Loss Before tax	830.13	-6,93,596.61
Profit/ (Loss) for the year	31,391.27	-6,93,596.61
Equity	24,86,222.20	24,86,222.20
Net Current Assets	8,49,182.99	5,29,481.03
Cash and Cash Equivalents (including bank balances)	13,730.35	2,89,786.04
Earnings/(Loss) per Share
(Basic)(in Rs.)	0.0013	-0.05
(Diluted)(in Rs.)	0.0013	-0.05

Business Overview:

The Company is engaged in infrastructure development services. The Company offers ropeway facilities, as well as provides stay, shopping, and parking services. The Company serves customers in India.

Currently the Company is involved in an infrastructural Development project through a Build, Operate and Transfer mode ("BOT") wherein the construction of a Funicular Ropeway System project (also known as Incline Ropeways) at Saptashrungi Gad Temple situated at Vani, Nashik, Maharashtra. Saptashrungi Gad Temple is a popular destination for devotees where people come from all over India for taking the blessings of Goddess and this temple experiences a large number of visitors throughout the years and also experiences some of the peak seasons at the time of Navratri festivals which happens two times in a year.

During the year under review, the Company has registered a turnover of Rs.18,00,56,975/- as against Rs.8,05,24,091/- in the previous year. The other income stood at Rs.2,00,345/- against Rs.77,576/- in the previous year. The total expenditure stood at Rs.18,01,74,307/- as against Rs.14,99,61,328/- in the previous year. Your Company registered a total profit of Rs.83,013/- for the financial year that ended on March 31, 2023, as against a loss of Rs.6,93,59,661/- 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.

Dividend:

In order to conserve the resources for the future business requirements of the Company, your Director shave decided not to recommend any dividend for the financial year ended March 31, 2023.

Transfer to Reserves:

The Board of Directors of your company has transferred current years profit after tax amounting to Rs.31,39,127/-.

Share Capital:

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 Rs.25,00,00,000/- (Rupees Twenty- Five Crores Only) divided into 2,50,00,000 (Two Crores and Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

The paid-up share capital of the Company as on March 31, 2023, is Rs.24,86,22,220/- (Rupees Twenty-Four Crore Eighty-Six Lakh Twenty-Two Thousand Two Hundred Twenty Only) divided into 2,48,62,222/- (Two Crore Forty- Eight Lakh Sixty-Two Thousand Two Hundred Twenty-Two) fully paid-up equity shares of Rs. 10/- (Rupees Ten Only) 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.

Public Deposits

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.

Your Company has taken loan from the Directors during the year 2022-2023 and details are given in the Notes to the Financial Statements under the head of Related Party Transaction forming part of the Annual Report.

During the year the Company has taken loan from Directors of the Company, details are as given below:

Opening Amount	Addition during the Year	Repaid during the Year	Closing Amount
Rs. 29,69,61,592/-	Rs. 3,17,27,518/-	Rs. 1,76,05,875/-	Rs. 31,10,83,235/-

Particulars of Loans, Guarantees or Investments:

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.

Particulars of Subsidiary, Associate and Joint Ventures:

The Company is does not have any Subsidiary, Associate and Joint Ventures as on March 31, 2023.

Particulars of Contracts or Arrangements with related parties referred to in section 188(1) of the Companies Act, 2013:

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.

Directors:

As on March 31, 2023, the Board of Directors of your Company comprises Nine(9) Directors consisting of a One Whole Time Director and Four Non-Executive Directors, Four are Non-Executive & Independent Directors including One Woman Independent Director. The constitution of the Board of the Company is in accordance with Section 149 of the Act.

During the year, Mr. Nandu Kumar Basu (DIN: 01986225) was appointed as Non-Executive-Independent Director of the Company for a period of 5 (Five) years with effect from November9, 2022 upto November 8, 2027

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. Shivshankar Lature (DIN: 02090972), 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 the shareholders approval for his re-appointment along with the required details forms part of the Notice.

Disclosures By Directors:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013

Declaration Given by the Independent Directors:

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, commission, remuneration 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 an Independent Director of the Company and the Board is satisfied with 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.

Annual Evaluation:

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 8, 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 nonexecutive 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.

Key Managerial Personnel:

During the year under review, Mr. Chirag Kalra, Company Secretary (CS) of the Company has resigned w.e.f. April 15, 2022, and Ms. Pratima Hirani was appointed as Company Secretary & Compliance Officer with effect from April 15, 2022.

The Board places on record its appreciation for Mr. Chirag Kalra for his contribution during their tenure.

Pursuant to the provisions of Section 203 of the Act, Mr. Rajkumar Gurbaxani, Whole Time Director, Mrs. Jagadamma Purushottam Wandhare, Chief Financial Officer and Ms. Pratima Hirani, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2023.

Number of Meetings of the Board of Directors:

During the year, the Board of Directors are met 9(Nine) times during the year. The meetings were held on April 15, 2022, April 27, 2022, May 27, 2022, May 30, 2022, July 25, 2022, September 29, 2022, November 9, 2022,

November 21, 2022 and February 8, 2023 . 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.

Committees of the Board

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 incompliance 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

The Audit Committee has been constituted in line with the provisions of Section 177 of the Companies Act, 2013. The members of the Audit Committee are financially literate and have requisite experience in financial management. The Audit Committee meets the Statutory Auditor and the Internal Auditor independently without the management at least once in a year. All the recommendations made by the Audit Committee were accepted by the Board.

During the financial year ended March 31, 2023, Four(4) meetings of the Audit Committee was held on May 30, 2022, August 10, 2022, November 8, 2022 and February 8, 2023.

The composition of the Audit Committee and their attendance of the Board of Directors of the Company attended during the financial year ended March 31, 2023 are detailed below:

Name of the member	Designation	Audit Committee meeting details
		Held	Attended
1. Mr. Ramlal Sarote	Chairman	4	4
2. Mr. Rajkumar Gurbaxani	Member	4	4
3. Ms. Manisha Shelar	Member	4	4

b) Nomination & Remuneration Committee

The Nomination & Remuneration Committee (NRC) has been constituted in line with the provisions of Section 178 of the Companies Act, 2013. During the financial year ended March 31, 2023, 3(Three) meetings of the NRC were held on April 15, 2022, November 8, 2022 and May 30, 2022. The Nomination and Remuneration Committee re-constituted on September 4, 2021. The composition of the Nomination and Remuneration Committee of the Board of Directors of the Company along with the details of the meeting held and attended during the financial year ended March 31, 2023 are detailed below:

Name of the member	Designation	Nomination and Remuneration Committee meeting details
		Held	Attended
1. Mr. Hrishikesh Marathe	Chairman	3	3
2. Mr. Shivshankar Lature	Member	3	3
3. Mr. Ramlal Sarote	Member	3	3
4. Ms. Manisha Shelar	Member	3	3

c) Stakeholder Relationship Committee

The Stakeholder Relationship Committee has been constituted in line with the provisions of Section 178 of the Companies Act, 2013 The Committee met on February 8, 2023 during the financial year ended March 31, 2023. The constitution of the Stakeholders Relationship Committee and their attendance during the financial year is detailed below:

Name of the member	Designation	Stakeholder Relatio	nship Committee meeting details
		Held	Attended
1. Mr. Shivshankar Lature	Chairman	1	1
2. Mr. Rajkumar Gurbaxani	Member	1	1
3. Mr. Hrishikesh Marathe	Member	1	1

Compliance with secretarial standards on board and general meetings

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.

Internal Financial Control Systems and their Adequacy

Your Company has in place an 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, safekeeping of its assets, prevention and detection of frauds and errors, optimal utilization 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.

Management Discussion and Analysis 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 the 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

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

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

Maintenance of Cost Records

During the year, the Company has not prescribed maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act,2013.

Auditors & Reports:

Statutory Auditors:

M/s. Aniket Kulkarni & Associates, Chartered Accountants, Mumbai (Firm Registration No.130521W) was appointed as Statutory Auditors of your Company at the 13th Annual General Meeting for a term of five consecutive years from the conclusion of 13thAnnual General Meeting of the Company till the conclusion of its 18th 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 & Associates, Company Secretaries, as its Secretarial Auditors to undertake the Secretarial Audit of your Company for the financial year ended March 31, 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 disclaimers of the Secretarial Auditors in its Report

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act 2013, the company has appointed M/s. DBS & Associates, Chartered Accountants as Internal Auditor of the Company.

Reporting of Frauds by Auditors:

During the year under review, neither the Statutory Auditors, Secretarial Auditors, or Internal Auditor have reported as per Section 143(12) of the Companies Act, 2013, 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.

Annual Return:

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 www.sgfrl.com

Policies

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 https://sgfrl.com/corporate- governance/?v=6c8403f93333

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, the 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 at website https://sgfrl.com/ corporate-governance/?v=6c8403f93333

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 of the Act.

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 the prevention of sexual harassment at the 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 ("1C") 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 herein below

Number of Complaints:

Details of sexual harassment complaints received and redressed during the year 2022- 23 are as follows:

Number of complaints at beginning of the year	Number of complaints received during the year	Number of complaints disposed of during the year	Number of complaints pending at the end of the year
Nil	Nil	Nil	Nil

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.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo;

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 3.

Human Resources:

As a service Company, the Companys operations are heavily dependent on qualified and competent personnel. As on March 31, 2023, the total strength of the Companys permanent employees stood at 207 excluding casual & contract staff. Your Company takes significant effort in training all employees at various levels.

Particulars of Employees

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 4.

Material changes and commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which this financial statement relates and the date of the report:

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

Directors Responsibility Statement: -

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.

The details of application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 ("IBC") during the year along with its status as at the end of the financial year :

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

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

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

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.

Acknowledgment:

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 cooperation, guidance, support, and assistance extended by our users, bankers, customers. Government & NonGovernment 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 Gurbaxani Funicular Ropeways Limited
Place : Mumbai	Rajkumar Gurbaxani	Shivshankar Lature
Date : August 14,2023	Whole Time Director	Director
	DIN:00324101	DIN:02090972