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Sterling Green Woods Ltd.

BSE: 526500 Sector: Services
NSE: N.A. ISIN Code: INE398F01019
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OPEN 14.93
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VOLUME 199
52-Week high 17.43
52-Week low 10.36
P/E 55.30
Mkt Cap.(Rs cr) 6
Buy Price 14.93
Buy Qty 16601.00
Sell Price 0.00
Sell Qty 0.00
OPEN 14.93
CLOSE 14.22
VOLUME 199
52-Week high 17.43
52-Week low 10.36
P/E 55.30
Mkt Cap.(Rs cr) 6
Buy Price 14.93
Buy Qty 16601.00
Sell Price 0.00
Sell Qty 0.00

Sterling Green Woods Ltd. (STERLINGGREEN) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 25th Annual Report togetherwith the Audited Accounts of the Company for the Company for the year ended 31stMarch 2017.

1. Financial Results

Rs. in Lacs

Particulars 2016-2017 2015-2016
Income for the Year 295.46 351.70
Profit before interest depreciation and tax (PBIDT) 202.75 147.39
Less:
(a) Exceptional Items (300.76) 49.72
(b) Financial Expenses 59.63 85.75
(c) Depreciation 73.16 69.03
Profit / (Loss) before tax 69.96 (57.11)
Provision for taxation
(i) Current Income Tax 14.01 0.00
(ii) Tax Exp. relating to prior years 0.08 0.00
(iii) Deferred Tax (3.58) 17.30
(iv) Mat Credit Entitlement (14.01) 0.00
Profit after tax 73.46 (39.81)
Add / (Less) : Prior Period Adjust. 0.00 0.00
Profit available for appropriation 73.46 (39.81)
Appropriations
Opening Balance of Profit & Loss Account 452.24 492.05
Less : Proposed Dividend on Equity shares - -
Less : General Reserve - -
Net Balance Carried forward to Balance Sheet 73.46 (39.81)

The Company has an adequate Internal Financial Control System commensurate with thesize scale and complexity of its operations.

1. DIVIDEND

Due to present market conditions and proposed development for project of resort thedirectors have thought fit to conserve liquidity. The directors therefore do not recommenddividend for the current year.

2. OPERATIONS & FUTURE PROJECTS

After sad demise of Founder Chairman we decided as per his vision to continue andconvert the present resort into star category. As per the wish and his approved finaldevelopment plan was prepared and presented to him which made him extremely happy and heexpressed his consent on the same.

As discussed at various stages master plan was prepared and development work wasdecided into phased manner. Complete proposal in four phases has been worked out by M/sLavingia Consultants Pvt. Ltd. And explained to the committee as well as board ofdirectors in there meetings which was approved and were asked to proceed in the matter.

A detailed plan and presentation was prepared where in it was suggested to go in phasedmanner as under.

Phase 1:- Restructuring and enhancing the main building area including entrance of the building.
Phase 2:- Restructuring the outside garden lawn swimming pool spa and surrounding area in light of the final development.
Phase 3:- Redesigning and restructuring the existing lake area including surrounding walk way bridge lighting and plantation.
Phase 4:- Construction of new building namely Jal-Mahal on the bank of lake as shown with additional capacity of more 30 rooms and banquet hall for 1500 persons capacity and other facilities.

As on date Phase 1 work is almost complete and final finishing touch is in progress.During the year under report turnover & other income increased from Rs. 351.60 lacs toRs. 596.22 lacs. However during the year company has incurred profit of Rs. 73.46 lacs ascompare to previous year loss of Rs. 39.81 lacs.

3. FUTURE PROSPECTS:

(i) Greenwoods Lake Resort:

This being our flagship project we concentrated on restructuring the same to bring itto a star category level. Initially we got the complete existing project structures andsurroundings approval from Ahmedabad Municipal Corporation through their scheme of impact.This has given great relief in obtaining various permissions to run the resort and will bevery much beneficial for going for (to) any financial institution in future.

We have decided to restructure this building to bring it to star category and for thatall around effort(s) has been started. Complete master plan of future development alongwith expansion is under preparation and lots of inputs from various parties like RCI hasbeen received. Within few months this will be completed to give new excellent look to ourpremise.

(ii) Sarovar Village:

Our real estate scheme near Nal Sarovar had number of Legal issues because of nonavailability of N.A permission we have settled 31 plots and revised Resort &Club House has been worked out it plan are already been approved and immediately we areplanning to develop that area which will be our next project after completion of presentresort.

(iii) Mount Abu:

Our lease for this land as been extended by the authority till 2030. Government has notstill given approval to any project in that region. We are hopeful to get clearance withinnext few months.

4. INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors place onrecord their deep appreciation of the contribution made by the employees at all levels.

Measures have been taken for Human Resources Development.

5. Corporate Social Responsibility

Section 135 of the Companies Act 2013 and framed Rules thereunder provides thatcertain companies are require to spend 2% of its average net profit during 3 precedingyears on CSR activities. It also provides formation of CSR committee of the Board. TheRules prescribe the activities qualify under CSR and the manner of spending the amount.

The Company is not covered under section 135 of the Companies Act 2013 and the Rulesframed thereunder for the financial year under report. CSR Committee of the Board will beconstituted at the time of applicability of section 135 of the Act. Hence CSR report isnot required to be annexed.

6. Disclosure under Companies Act 2013

(i) Share Capital

The paid up equity capital as on March 31 2017 was Rs. 42396880. During the yearunder review The Company has neither issued shares with differential voting rights norgranted stock options nor sweat equity nor bonus share.

(ii) Board Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year 7 Board Meetings were convened and held. The details of which are givenbelow. The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

Sr. No. Date
1. May 30 2016
2. July 22 2016
3. August 12 2016
4. November 14 2016
5. January 13 2017
6. February 10 2017
7. March 9 2017

(iii) Statement on Declaration Given by Independent Director

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013.

(iv) Independent Directors' Meeting

The Independent Directors met on 09.03.2017 without attendance of Non-IndependentDirectors and members of the Management. The Directors reviewed performance of thenon-Independent Director and the Board as whole; the performance of the Chairman of theCompany taking into account the views of Executive Directors and Non-Executive Directorsand assessed the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

(v) Particulars of loans guarantees or investments:

The Company has neither given any loans or guarantees nor made investments coveredunder the provisions of Section 186 of the Companies Act 2013.

(vi) Composition of Audit Committee

During the year under review Audit Committee met four times on 30 May 2016 12 Aug2016 14 Nov 2016 and 10 Feb 2017. The intervening gap between two meetings did notexceed 120 days.

The Composition of the Audit Committee and details of attendance of the members at thecommittee meetings during the year are given below :

No. of Meetings during the year
Name Category Held Attended
Shri Virendra Singh Rawat Independent Director 4 4
Shri Sudhir Kulkarni Independent Director 4 4
Shri Milind Desai Independent Director 4 4
Shri Shrenik Trivedi Independent Director 2 2

The Managing Director Chief Financial Officer and representatives of StatutoryAuditors were present to all the meetings of the Audit Committee.

The Committee discharges such duties and functions generally indicated in Section 177of the Companies Act 2013 and such other functions as may be specifically delegated tothe Committee by the Board from time to time.

(vii) Nomination & Remuneration Committee:

During the year under review Nomination & Remuneration Committee met on 12thAugust 2016 and 9th March 2017 The composition of the Nomination &Remuneration Committee and details of meetings attended by the members are given below :

No. of Meetings during the year
Name Category Held Attended
Shri Milind Desai Independent Director 2 2
Shri Virendra Singh Rawat Independent Director 2 2
Shri Sudhir Kulkarni Independent Director 2 2

(viii) Extra Ordinary General Meeting

Extra ordinary General Meeting (EGM) was convened on 10th May 2017 pursuant to specialnotice received by the Company as per the requirement of Companies Act 2013 for removalof Mrs. Meeta Mathur as director of the Company. Against which Mrs. Meeta Mathur had movedto National Company Law Tribunal (NCLT) Ahmedabad by filling a Company Petition 65/2017for stay on holding of EGM. NCLT refused to grant stay on the holding of EGM and directedthe Company to not to implement the resolution passed in EGM in respect of Directorshiptill the next date of hearing. Hence while the shareholders have approved the resolutionfor removal of Mrs. Meeta Mathur the same is yet to be implemented as per the directionsof NCLT.

8. Corporate Governance

Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 exempt companies having paid up equity share capital not exceedingrupees 10 crore and net worth not exceeding rupees 25 crore as on the last day of theprevious financial year to give a separate Corporate Governance Report.

9. Management Discussion and Analysis Report

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosures) Regulations201 Management Discussion and Analysis Report form part of this report are enclosed as"Annexure-A".

10. Business Risk management

Pursuant to Section 134(3)(n) of the Companies Act 2013 the Company has carried outan exercise to identify elements of risk factors but any element of risk which maythreaten the existence of the Company does not exist.

11. Internal Control System

The Company has laid down Internal Financial Control Policy under Section 134 (5) (e)of the Companies Act 2013 which helps in ensuring the orderly and efficient conduct ofits business including adherence to Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and timely preparation of reliable financial information.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofInternal Control System in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.

12. Vigil Mechanism/whistle Blower policy

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

13. Director and key managerial personnel

(i) Retirement by rotation

Shri Umeshbhai G Lavingia Chairman retires by rotation and being eligible offerhimself for re-appointment. The Directors recommend Shri Umeshbhai G Lavingia forre-appointment.

(ii) Appointment of Mr. Umeshbhai Lavingia as an Executive Chairman

The resolution seeking approval of the members in terms of Sections 196 and 197 readwith Schedule V and other applicable provisions of the Companies Act 2013 and the Rulesmade thereunder for the appointment of Shri Umesh Lavingia as an Executive Chairman for aperiod of three years commencing September 1 2017 is set out in the notice of AnnualGeneral Meeting.

(iii) Appointment of Mr. Bharatkumar Lekhi as Managing Director

The resolution seeking approval of the members in terms of Sections 196 and 197 readwith Schedule V and other applicable provisions of the Companies Act 2013 and the Rulesmade thereunder for the appointment of Shri Bharatkumar Lekhi as a Managing Director for aperiod of three years commencing September 1 2017 is set out in the notice of AnnualGeneral Meeting.

(iv) Appointment of Independent Director

Independent Directors were appointed as per the requirements of section 149 of theCompanies Act 2013. Details of appointment of Independent Directors are as follows.

Sr. No. Name of Directors Date of Appointment Term
1 Shri Virendra Singh Rawat 30th September 2014 5 Years
2 Shri Sudhir Kulkarni 30th September 2014 5 Years
3 Shri Milind Desai 30th September 2015 5 Years
4 Shri Shrenik M. Trivedi 12th August 2016 5 Years

(v) Evolution of Board Performance

Pursuant to the provisions of the Companies Act 2013 and applicable regulations ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Nomination & Remuneration Committees.

(vi) Remuneration Policy

(a) Remuneration to Non-Executive Directors

At present the Company does not have the policy of payment of remuneration to NonExecutive directors except by way of sitting fees for attending the meeting of the Boardor a committee thereof.

(b) Remuneration to Executive Directors

The Company has credible and transparent policy in determining and accounting for theremuneration of Executive Directors. Their remuneration is governed by externalcompetitive environment; track record potential individual performance and performanceof the Company as well as industrial standards. The remuneration determined for theExecutive Directors is subject to the approval of Remuneration Committee of the Board ofDirectors.

14. Director Responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:

(i) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(ii) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review;

(iii) The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the annual accounts on a going concern basis;

(v) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

(vi) The Directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.

15. Fixed Deposit

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

16. Related Party Transaction

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large. Accordingly the disclosure of related party transactionas required under section 134(3)(h) of the Companies Act 2013 in form AOC-2 is notapplicable.

17. Significant Material Orders Passed by the Regulators/ Courts

There are no significant material orders passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations.

18. Subsidiary Company

The Company has one Subsidiary Company i.e. Sterling Resorts Private Limited. Astatement containing brief financial details of the subsidiary is included in the AnnualReport.

As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a consolidated financial statement of the Company and its subsidiary isattached. The consolidated financial statements have been prepared in accordance with therelevant accounting standards as prescribed under Section 129(3) of the Act. Thesefinancial statements disclose the assets liabilities income expenses and other detailsof the Company and its subsidiary.

Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules framed thereunder and pursuant to Regulation 33(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 your Company had preparedconsolidated financial statements of the company and its subsidiaries and a separatestatement containing the salient features of financial statement of subsidiaries jointventures and associates in Form AOC-1 forms part of the Annual Report.

19. Auditors

(i) Statutory Auditor

M/s Jayesh M. Shah Chartered Accountant (FRN: 104173W) was appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 30th September2016. The Report given by the Auditors on the financial statements of the Company is partof the Annual Report. The said statutory Auditor have confirm their eligibility andwillingness to accept the office on re-appointment for 2 years. The necessary resolutionseeking your approval for reappointment of statutory Auditor for two years has beenincorporated in the notice convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended on March 31 2017. The observations and comments if any appearing in the Auditor'sReport are self-explanatory and do not call for any further explanation/clarification bythe Board of Directors.

(ii) Secretarial Auditor

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ms. Purvashi Adhvaryu a company Secretary in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as"Annexure B".

20. Extract of Annual Return

The details forming part of the Extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".

21. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

22. Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and rules made thereunder your Company hasconstituted Internal Complaints Committee (ICC) which is responsible for redressal ofcomplaints related to sexual harassment.

During the year under review there were no complaints pertaining to sexual harassment.

23. Energy Conservation Technology Absorption Foreign Exchange Earnings and Outgo

As required under section 134 (3) (m) of the Companies Act 2013 and the rules madetherein the concerned particulars relating to the Company does not consume Energy in itsbusiness so matter of Energy Conservation is not applicable to Company. Company does notengage in such business to undertake any Technology Absorption. However to save the powerit has installed Solar Water Heating Systems and also installed CFL lamps at its Resort.Company does not have any Export Earnings in the Financial Year 2016-17; hence particularsof Foreign Exchange are not applicable to the Company.

24. Particulars of employees

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the CFO in advance.

25. Acknowledgement

The Directors extend their sincere thanks to the Bankers Financial InstitutionsCentral Government and State Government Authorities and all associated with the Companyfor the co-operation.

The Directors also place on record the efforts made by the employees workers and allother associated with the Company for making their organization successful.

For and on behalf of the Board
Sterling Greenwoods Limited
Place : Ahmedabad UMESH G. LAVINGIA
Date : 31st August 2017 Chairman