Suyog Gurbaxani Funicular Ropeways Ltd
Directors Reports
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 year's 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 arm's 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 shareholder's 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 Board's 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 Company's 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 Company's 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 company's operations in future
No significant or material orders were passed by the regulators or
courts or tribunals which impact the going concern status and Company's 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 Board's 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 Company's 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 Company's at website https://sgfrl.com/
corporate-governance/?v=6c8403f93333
Company's 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 Company's operations are heavily dependent on qualified
and competent personnel. As on March 31, 2023, the total strength of the
Company's 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 Company's
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 |