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Sterling Green Woods Ltd.

BSE: 526500 Sector: Services
NSE: N.A. ISIN Code: INE398F01019
BSE 00:00 | 29 Jul 11.06 0
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10.51

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11.06

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NSE 05:30 | 01 Jan Sterling Green Woods Ltd
OPEN 10.51
PREVIOUS CLOSE 11.06
VOLUME 150
52-Week high 12.44
52-Week low 5.89
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.51
CLOSE 11.06
VOLUME 150
52-Week high 12.44
52-Week low 5.89
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sterling Green Woods Ltd. (STERLINGGREEN) - Director Report

Company director report

To

The Members of

STERLING GREENWOODS LIMITED

Your Directors have pleasure in presenting 28th Annual Report together with the AuditedAccounts of the company for the year ended 31st March 2020.

1. FINANCIAL HIGHLIGHTS:

Particulars 2019-20 2018-19
(Rs. In Lacs) (Rs. In Lacs)
Income for the Year 319.21 426.23
Profit before interest depreciation and tax (PBIDT) (09.87) 64.93
Less:
Exceptional Items Nil Nil
Financial Expenses 102.92 85.20
Depreciation 46.68 66.57
Profit / (Loss) before tax (159.47) (86.84)
Provision for taxation
(i) Current Income Tax Nil Nil
(ii) Tax Expenses relating to prior years Nil 0.56
(iii) Deferred Tax 43.33 (0.82)
(iv) Mat Credit Entitlement Nil Nil
Profit after tax (116.14) (88.22)
Add / (Less): Prior Period Adjustment 0.00 0.00
Profit available for appropriation (116.14) (88.22)
Appropriations
Opening Balance of Profit & loss Account 571.05 569.57
Add: Excess Provision of depreciation return back 0.00 89.70
Less: Proposed Dividend on Equity shares 0.00 0.00
Less: General Reserve 0.00 0.00
Net Balance Carried forward to Balance Sheet 454.91 571.05

2. OPERATIONS:

The founder Chairman has the aim and vision to convert the Company's resort into thestar category. After the sad demise of the founder chairman the existing management hasdecided to move forward as per his vision and convert Company's resort into star category.The Company has decided to carry out the development of the resort based on the planapproved by the founder Chairman. The founder chairman divided the development of theresort in four phases. The first phase of the development was completed; however theremaining phase could not be completed due to ongoing litigation lack of funds andvarious other reasons. The year saw a challenging business environment with lower GDPgrowth and slowdown in consumption. This resulted into a weakening consumer sentiment andlower demand for the categories in which we operate. Because of the said reasons themanagement is not able to rollout the membership drives also. These reasons have alsoaffected the current operation of the resorts which is ultimately resulted into the lossduring the year under review.

The novel coronavirus COVID 19 a global pandemic has affected not just human healthbut severely impacted on the real estate and hospitality business of the Company. TheCompany has taken several measures to sustain the operations optimization of financialresources and cost control. Detailed Discussions has been included in ManagementDiscussion and Analysis.

During the year Company has not changed nature of business.

3. DIVIDEND:

During the year under review the Company has incurred the loss hence the management ofthe Company decided to retain the existing resources for the future developments hence thedirectors of the Company do not recommend dividend.

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.

5. TRANSFER TO RESERVE

During the year under review Company has not transferred any amount to reserves.

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) Number of Meetings

During the year under review 06 (six) Board Meetings were convened and held on 10thMay 2019 13th August 2019 26th August 2019 9th November 2019 28th December 2019and 12th February 2020. The details of which are given below. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.

(ii) 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.

(iii) Independent Directors' Meeting

The Independent Directors met on 12th February 2020 without attendance ofNon-Independent Directors and members of the Management. The Directors reviewedperformance of the non-Independent Director and the Board as whole; the performance of theChairman of the Company taking into account the views of Executive Directors andNon-Executive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

(iv) 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

(v) Composition of Audit Committee

During the year under review Audit Committee met four times on 10th May 2019 13thAugust 2019 9th November 2019 and 12th February 2020. The intervening gap between twomeetings did not exceed one hundred and twenty days.

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 Virendra Singh Rawat Independent Director 4 1
Shri Milind Desai Independent Director 4 4
Shri Shrenik Trivedi Independent Director 4 4
Shri Bharat Kumar Lekhi Managing Director 4 4

Mr. Virendra Singh Rawat Independent Director of the Company ceased as a Director ofthe Company due to retirement on end of his term of appointment as a Director of theCompany with effect from 30th September 2019.

The Managing Director Chief Financial Officer Company Secretary and representativesof Statutory Auditors are invited to 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.

(vi) Nomination & Remuneration Committee:

During the year under review Nomination & Remuneration Committee met once.Following are the composition of the Committee:

Name Category No. of Meetings during the year
Held Attended
Shri Milind Desai Independent Director 1 1
Shri Shrenik Trivedi Independent Director 1 1
Shri Umesh Lavingia Chairman 1 1

8. CORPORATE GOVERNANCE

Pursuant to Regulation 15 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 since the equity paid up sharecapital of the Company and net worth is below the threshold limits prescribed under SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. Hence CorporateGovernance provision is not applicable to the Company for the year under review.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to regulations of SEBI (Listing Obligations and Disclosures) Regulations 2015Management Discussion and Analysis Report form part of this report is 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 Companyhas an Internal Control System commensurate with the size scale and complexity of itsoperations. The scope and authority of the Internal Audit function is defined in theInternal Audit Manual. To maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the Audit Committee of the Board & to the Chairman& Managing Director.

The Internal Audit is being carried out by a firm of Chartered Accountants andevaluates the efficacy and adequacy of Internal Control System in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Based on the report of internal audit function process owners undertakecorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and recommendations along with corrective actions thereonare 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. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sudhir Kulkarni Independent Director of the Company resigned as a Director of theCompany with effect from 20th June 2019.

Mr. Virendra Singh Rawat Independent Director of the Company ceased as a Director ofthe Company due to retirement on end of his term of appointment as a Director of theCompany with effect from 30th September 2019.

Ms. Purnima Jain has been appointed as a Company Secretary & Compliance Officer ofthe Company w.e.f. 12th December 2019.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Shri Umesh Ghanshyambhai Lavingia Director of the Companyretire by rotation at the ensuing Annual General Meeting. The Board of the Directors hasrecommended his re-appointment.

Shri Umesh Ghanshyambhai Lavingia Executive Chairman of the Company ceased as anexecutive chairman of the Company with effect from 17th May 2020. Further he has beenappointed as a Non- Executive Chairman by the Board of Directors of the Company on 26thJune 2020.

Board of directors of the Company discussed and decided about the requirement of anindividual with a legal background to be appointed on Board who shall be responsible tolook after all legal matters and advise the Board on future course of actions related tovarious legal issues/cases pending in the Court. Therefore on 4th December 2020 Board hasappointed Mr. Shailesh Kumar Badrinarayan Singh as an Additional Director of the Companywho holds office of the Director till the conclusion of next Annual General Meeting.Though some of the events occurred after the year end but before the signing of thedirectors' report ; has been disclosed here to update the shareholders .

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 includingNon-Executive and Independent Directors as well as the evaluation of the working of itsAudit Nomination & Remuneration Committees.

At present the Company does not have the policy of payment of remuneration toNon-Executive directors except by way of sitting fees for attending the meeting of theBoard or a committee thereof.

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. 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 TRANSACTIONS

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. The disclosure of related party transaction as requiredunder section 134(3) (h) of the Companies Act 2013 in form AOC-2 is not applicable.

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. Howeverfollowing are the some of cases in the name of Company as on date.

(i) Special Notice and Requisition under section 100 (2) read with Section 169 of theCompanies Act 2013 and the rules framed there under received from one shareholder forremoval of one of the Director of the Company. Pursuant to special notice Extra OrdinaryGeneral Meeting (EOGM) was held on 10th May 2017. However director approached NationalCompany Law Tribunal (NCLT) under Section 241 & 242 of the Companies Act 2013. NCLThas directed that results of voting at EOGM can be declared by the Company howeverimplementation have been stayed till the tribunal directs otherwise. The decision is stillpending at NCLT.

(ii) One of the Shareholder approach National Company Law Tribunal (NCLT) under section58 & 59 of the Companies Act 2013 for rectification of register of member. Thedecision is still pending at NCLT.

(iii) The company has filed a case against one of the ex-Director of the Company Mrs.Meeta Mathur under section 452 of the Companies Act 2013 and Section 403404 and 406 ofthe Indian Penal Code for Eviction of the Company's Property Situated at Flat No. 201Ambience Tower Bodakdev Ahmedabad and Vide Case No. 46618 in the Metropolitan Court.The Court had already issued a summon to Director.The decision is still Pending.

(iv) The Company has filed a FIR No. I/71/2018 at Vastrapur Police Station againstDirector and Ex Managing Director of the company. The case is pending at Gujarat HighCourt.

(v) The Company has received letter dated 26th April 2018 from an anonymous senderinter-alia alleging transfer of assets of the Company in the year 2009-10 withoutcompliance of law. Subsequent to receipt of this letter the Company appointed M/s. D. Shah& Associates to investigate claims made in the said letter. M/s. D. Shah Associatesvide his report dated 31st October 2018 inter alia confirm non-compliance of variouslegislations referred in the said report. The Company therefore thereafter based on thesaid report filed following two suits:

(a) Special Civil Suit No. 32 of 2019 filed before the honorable the Court of the CivilJudge (Senior Division) at Kalol against M/s. Paksh Developers Private Limited Mrs. MeetaMathur Ex-Director Mr. Ankit Mathur Ex- Managing Director Mr. Kunal MathurEx-Director and Mr. Anurag Agarwal Ex- Managing Director of the Company.

(b) Special Civil Suit No. 21 of 2019 in the Court of Civil Judge (Senior Division) atSanad against M/s. Paksh Developers Private Limited Mrs. Meeta Mathur Ex-Director Mr.Ankit Mathur Ex-Managing Director Mr. Kunal Mathur Ex-Director and Mr. Anurag AgarwalEx- Managing Director of the Company.

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 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 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

(1) STATUTORY AUDITORS:

Shri Jayesh M. Shah Proprietor of M/s. Jayesh M. Shah & Company CharteredAccountants Ahmedabad (FRN: 104173W) was appointed as Statutory Auditors at the 27th AGMheld on September 30 2019 by the Members to hold office for a period of three years . Butthe sudden demise of Shri Jayesh M. Shah caused the casual vacancy of the statutoryauditor in the Company on 15th September 2020.

Hence in order to fill up the casual vacancy the Company has appointed M/s. KeyurBavishi& Co. Chartered Accountants Ahmedabad (M.No. 13571 /FRN: 131191W) in theBoard Meeting convened on 13th October 2020. However the Board decided to appoint theauditors for the term of five years and hence the necessary resolution for the appointmentof M/s. Keyur Bavishi& Co. Chartered Accountants Ahmedabad is included in the noticeof Annual General Meeting for the shareholders' approval.

As required under Section 139 of the Companies Act 2013 the Company has received awritten consent from M/s. Chartered Accountants M/s. Keyur Bavishi & Co. Ahmedabadfor such appointment and also a certificate to the effect that their appointment if madewould be in accordance with Section 139(1) of the Companies Act 2013 and the rules madethereunder

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended on March 31 2020. The Auditor's report does not contain any qualificationobservation and any adverse remarks.

(2) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

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 Mr. Jayesh Thummar a Company Secretary in practice to undertake the SecretarialAudit of the Company. The Secretarial Audit report is annexed herewith as "AnnexureB". The Secretarial Auditor's Report does not contain any qualification observationand any adverse remarks.

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. CASHFLOW STATEMENT

As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) 2015 with the Stock Exchanges the Cash FlowStatement is attached to the Balance Sheet.

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments which could affect the Company'sfinancial position have occurred between the end of the financial year of the company anddate of this report.

The Company has received a letter dated 26th April 2018 from an anonymous senderinter alia alleging that certain transitions in relation to the Company's property weretaken place in the year 2009-10 were illegal. The Company has subsequently also receivedcommunication from BSE as well as SEBI in this regard. The Company has initiated processto verifying the claims made in the said letter.

23. 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.

24. PREVENTION OF SEXUAL HARASSMENTS 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 nocomplaints pertaining to sexual harassment.

25. 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 2018-19; hence particularsof Foreign Exchange are not applicable to the Company.

26. 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.

27. ACKNOWLEDGMENT

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.

Place : Ahmedabad By Order of the Board of Directors of
Date : 4th December 2020 Sterling Greenwoods Limited
BharatKumar Lekhi Umesh Lavingia
Managing Director Chairman
DIN: 03363339) (DIN: 02426615)

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