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Sterling Green Woods Ltd.

BSE: 526500 Sector: Services
NSE: N.A. ISIN Code: INE398F01019
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VOLUME 500
52-Week high 17.43
52-Week low 10.36
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 15.30
Sell Qty 777.00
OPEN 15.30
CLOSE 16.10
VOLUME 500
52-Week high 17.43
52-Week low 10.36
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 15.30
Sell Qty 777.00

Sterling Green Woods Ltd. (STERLINGGREEN) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 24th Annual Report togetherwith the Audited Accounts of the Company for the Company for the year ended 31stMarch 2016.

1. Financial Results

' in Lacs

Particulars 2015-2016 2014-2015
Income for the Year 351.70 317.51
Profit before interest depreciation and tax (PBIDT) 147.39 149.52
Less:
(a) Exceptional Items 49.72 (4.38)
(b) Financial Expenses 85.75 85.32
(c) Depreciation 69.03 67.75
Profit / (Loss) before tax (57.11) 0.83
Provision for taxation
(i) Current Income Tax 0.00 0.20
(ii) Tax Exp. relating to prior year; 0.00 0.33
(iii) Deferred Tax 17.30 (0.07)
Profit after tax (39.81) 0.37
Add / (Less) : Prior Period Adjust. 0.00 0.00
Profit available for appropriation (39.81) 0.37
Appropriations
Opening Balance of Profit & Loss Account 492.05 491.69
Less : Proposed Dividend on Equity shares - -
Less : General Reserve - -
Net Balance Carried forward to Balance Sheet (39.81) 0.37

2. DIVIDEND :-

Due to loss your Directors do not recommend any dividend for the financial year2015-16.

3. OPERATIONS & FUTURE PROJECTS :-

During this financial year compnay has gone through great shock of lossing the founderchairman Mr. Basant Kumar who was dreamer and guiding force for the company. The best partof him was till he was admitted to ICU in the hospital he was taking great interest inevery aspect of company. When we explained all our future plans and details he gavevaluable suggestions and approval of the same. We always feel that his vision and dreamswill be carried further in the years to come.

We have strike a compromising deal to avoid long battle of resort possession and couldget back the possession of the resort through court and arbitrator with effect from dt.01-03-2016. The directors are confident for the improvement of company's working in theyears to come. During the year under report turnover & other income increased from Rs.317.51 lakhs to Rs. 351.70 lakhs however during the Year Company has incurred loss of Rs.39.81 lakhs as compare to previous year profit of Rs. 0.37 lakhs. The major reason forcurrent year loss is due to writing off. of an receivable rent of resorts & otherexpense amounting to Rs. 49.86 lakhs as per arbitrator Tribunal order.

4. FUTURE PROSPECTS

Green woods lake resort :This being our flagship project we concentrated onrestructuring the same to bring it to a star category level. Initially we got the completeexisting project structures and surroundings approval from Ahmedabad Municipal Corporationthrough their scheme of impact. This has given great relief in obtaining variouspermissions to run the resort and will be very much beneficial for going for any financialinstitution in future.

We have decided to restructure this building to bring it to star category and for thatall round effort has been started. Complete master plan of future development along withexpansion is under preparation and lots of inputs from various parties like RCI has beenreceived. With in few months this will be completed to give new excellent look to ourpremise.

Mount Abu: Our lease for this land has been extended by the authority till 2030.Government has not still given approval to any project in that region. We are hopeful toget clearance with in next few months.

Regarding our project near Nal Sarovar we started development of infrastructure for thesame. Almost 4000 new plans has been planted and road work with rubber molded paver blockshas been started. Where ever we found that NA permission wi Lal take much longer westarted offering alternative NA plot to the members. All the members has appreciated oureffort and responded positively . We are also in the process of acquiring additional landfor this.

5. 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.

6. 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.

7. Disclosure under Companies Act 2013

(i) Share Capital

The paid up equity capital as on March 312015 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) Number of Meetings

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

During the year 6 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.

Board Meetings

Date Director Present
1. 28-05-2015 6
2. 10-08-2015 8
3. 05-11-2015 5
4. 12-02-2016 6
5. 29-03-2016 6

(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 29.03.2016 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 NonExecutive 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 28 May 2015 10 Aug2015 05 Nov 2015 and 12 Feb 2016. The intervening gap between two meetings did notexceed four months.

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

Name Category

No. of Meetings during the year

Held Attended
Shri Padmanabh Iyer Independent Director 4 2
Shri Virendra Singh Rawat Independent Director 4 3
Shri Sudhir Kulkarni Independent Director 4 3
Shri Milind Desai Independent Director 4 3

*Ceased to be a Director due to his sad demise on March 27 2016.

The Chief Financial Officer and representatives of Statutory Auditors are invited tothe 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 once on 10thAugust 2015.

The composition of the Nomination & Remuneration Committee and details of meetingsattended by the members are given below :

Name Category

No. of Meetings during the year

Held Attended
Shri Padmanabh Iyer Independent Director 1 1
Shri Virendra Singh Rawat Independent Director 1 1
Shri Sudhir Kulkarni Independent Director 1 1

*Ceased to be a Director due to his sad demise on March 27 2016.

8. Corporate Governance

Vide circular no. SEBI/LAD-NRO/GN/2015-16/013 dated September 02 2015 SEBI has issuedthe SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. Regulation15(2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015exempt companies having paid up equity share capital not exceeding rupees 10 crore and networth not exceeding rupees 25 crore as on the last day of the previous financial year togive a separate Corporate Governance Report.

9. Management Discussion and Analysis Report

Pursuant to Listing Agreement and the applicable regulations of SEBI (ListingObligations and Disclosures) Regulations 201 Management Discussion and Analysis Reportform 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.

0. Internal Control System

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.

11. 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.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.

12. Director and key managerial personnel

(i) Demise of Basant Kumar

Shri Basntkumar was the founder & promoter of the Company and associated with theCompany for his entire life. Contribution of Shri Basantkumar in the growth story of theCompany is highly appreciated by the Board of Directors. On the very sad day of July 242016 Shri Basantkumar left the Company and the entire world.

(ii) Demise of Shri Padmanabh Iyer

Shri Padmanabh Iyer was the Independent Director of the Company since year 2007 andgave his valuable inputs to the Company from time to time. He was also involved in variouscommittees of the Board of Directors. Shri Padmanabh Iyer due to his sad demise on March27 2016 ceased to be a Director of the Company.

(iii) Retirement by rotation

Shri Bharatkumar Lekhi Managing Director retires by rotation and being eligible offerhimself for reappointment. The Directors recommend Shri Bharatkumar Lekhi forre-appointment.

(iv) Appointment

Shri Shrenik M. Trivedi was appointed as an Additional Director of the Company witheffect from 12th August 2016.

(v) Appointment of Independent Director

Shri Virendra Singh Rawat and Shri Sudhir Kulkarni were appointed as IndependentDirectors under Section 149 of the Companies Act 2013 in the AGM held on 30thSeptember 2014 to hold office for 5 (Year) consecutive years i.e. for a term up to theconclusion of 27th Annual General Meeting of the Company in the calendar year2019.

Shri Milind Sharadbhai Desai was appointed as an Independent Director under Section 149of the Companies Act 2013 in the last AGM held on September 30 2015 to hold office for 5(year) consecutive years i.e. for a term up to the conclusion of 28th AnnualGeneral Meeting of the Company in the calendar year 2020.

(vi) Evolution of Board Performance

The Board adopted a formal mechanism for evaluating its performance and as well as thatof its Committees and individual Directors including the Chairman of the Board. Theexercise was carried out through a structured evaluation process covering various aspectsof the Board functioning such as composition of the Board & committees experience& competencies performance of specific duties & obligations contribution at themeetings and otherwise independent judgment governance issues etc.

(vii) 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.

13. 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.

14 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.

15 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.

16. 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.

17. 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 into with the Stock Exchanges a consolidated financial statement of theCompany and its subsidiary is attached. The consolidated financial statements have beenprepared in accordance with the relevant accounting standards as prescribed under Section129(3) of the Act. These financial statements disclose the assets liabilities incomeexpenses and other details of 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 Clause 33(3) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 your Company had prepared consolidatedfinancial statements of the company and its subsidiaries and a separate statementcontaining the salient features of financial statement of subsidiaries joint ventures andassociates in Form AOC-1 forms part of the Annual Report.

18. Auditors

(i) Statutory Auditor

M/s. Anil S Shah & Co. Chartered Accountants (Firm Registration No: 100474W)retire at the conclusion of the ensuing Annual General Meeting. The said StatutoryAuditors have confirmed their eligibility and willingness to accept the office onre-appointment. The necessary resolution seeking their approval for re-appointment ofStatutory Auditor has been incorporated in the notice convening the Annual GeneralMeeting.

The Board has duly reviewed the Statutory Auditor's Report on the Accounts. Theobservations and comments if any appearing in the Auditor's Report are self-explanatoryand do not call for any further explanation/clarification by the 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 Shri Ashwin Shah a company Secretaries in practice to undertake the SecretarialAudit of the Company. The Secretarial Audit report is annexed herewith as "AnnexureB".

19. Extract of Annual Return

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

20. 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.

21. 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.

22. 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 2015-16; hence particularsof Foreign Exchange are not applicable to the Company.

23. 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 company secretary in advance.

24. 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 : 12-08-2016 Chairman