The Members of
STERLING GREENWOODS LIMITED
Your Directors have pleasure in presenting 29th AnnualReport together with the Audited Accounts of the company for the year ended 31stMarch 2021.
1. FINANCIAL HIGHLIGHTS:
|Particulars ||2020-21 (Rs. In Lacs) ||2019-20 (Rs. In Lacs) |
|Income for the Year ||254.88 ||319.21 |
|Profit before interest depreciation and tax (PBIDT) ||55.12 ||(09.87) |
|Less: || || |
|Exceptional Items ||Nil ||Nil |
|Financial Expenses ||34.98 ||102.92 |
|Depreciation ||57.10 ||46.68 |
|Profit / (Loss) before tax ||(36.96) ||(159.47) |
|Provision for taxation || || |
|(i) Current Income Tax ||Nil ||Nil |
|(ii) Tax Expenses relating to prior years ||Nil ||Nil |
|(iii) Deferred Tax ||5.73 || |
|(iv) Mat Credit Entitlement ||Nil ||Nil |
|Profit after tax ||(31.23) ||(116.14) |
|Add / (Less): Prior Period Adjustment ||0.00 ||0.00 |
|Profit available for appropriation ||(31.23) ||(116.14) |
The founder Chairman has the aim and vision to convert the Company'sresort into the star category. After the sad demise of the founder chairman the existingmanagement has decided to move forward as per his vision and convert Company's resort intostar category. The Company has decided to carry out the development of the resort based onthe plan approved by the founder Chairman. The founder chairman divided the development ofthe resort 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 COVID andvarious other reasons.
The novel coronavirus COVID 19 a global pandemic has affected not justhuman health but severely impacted on the real estate and hospitality business of theCompany. The Company has taken several measures to sustain the operations optimization offinancial resources and cost control.
During the year under review the adverse impact of COVID-19 continuedand it is assumed that in near future also the same will be continued. COVID-19 severelyimpacted the real estate and resort business segment and eventually the Company. Theservice sector is hard hit by the COVID-19 pandemic particularly the hospitalityindustry based on the accommodation and food and beverages segments. One way to controlthe spread of COVID-19 was the lockdown which was the main reason for the cancellation ofeconomic activities. The hospitality industry was also affected by it as national andinternational flights were halted and there was no tourism business trips meetings andstaying at the hotels and resorts. Furthermore hotel operations such as restaurantsconferences seminars and banquets were also restricted severely affecting economic andfinancial performance.
The management has taken several measures to minimal the impact of theeffect of Covid -19 Pandemic. The fear of the Pandemic has impacted the consumersentiments spending habits and lot. The measures to revive the operations are on hold asthere is no visibility for the revival of the business in near future. These reasons havealso affected the current operation of the resorts which is ultimately resulted into theloss during the year under review. Detailed Discussions has been included in ManagementDiscussion and Analysis.
During the year Company has not changed nature of business.
During the year under review the Company has incurred the loss hencethe management of the Company decided to retain the existing resources for the futuredevelopments hence the directors of the Company do not recommend dividend.
4. INDUSTRIAL RELATIONS:
Industrial relations remained cordial throughout the year. YourDirectors place on record their deep appreciation of the contribution made by theemployees at all levels.
5. TRANSFER TO RESERVE
During the year under review Company has not transferred any amount toreserves.
6. CORPORATE SOCIAL RESPONSIBILITY
Section 135 of the Companies Act 2013 and framed Rules thereunderprovides that certain companies are require to spend 2% of its average net profit during 3preceding years on CSR activities. It also provides formation of CSR committee of theBoard. The Rules prescribe the activities qualify under CSR and the manner of spending theamount.
The Company is not covered under section 135 of the Companies Act 2013and the Rules framed thereunder for the financial year under report. CSR Committee of theBoard will be constituted at the time of applicability of section 135 of the Act. HenceCSR report is not required to be annexed.
7. DISCLOSURE UNDER COMPANIES ACT 2013
(i) Number of Meetings
During the year under review 06 (six) Board Meetings were convenedand held on 26th June 2020 9th September 2020 13th October 202010th November 2020 4th December 2020 and 13thFebruary 2021. The details of which are given below. The intervening gap between theMeetings 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 thecriteria of independence as laid down under Section 149 (6) of the Companies Act 2013.
(iii) Independent Directors' Meeting
The Independent Directors met on 4th December 2020 without attendanceof Non-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 madeinvestments covered under the provisions of Section 186 of the Companies Act 2013
(v) Composition of Audit Committee
During the year under review Audit Committee met five times on 26thJune 2020 9th September 2020 13th October 2020 10thNovember 2020 and 13th February 2021. The intervening gap between twomeetings did not exceed one hundred and twenty days.
The Composition of the Audit Committee and details of attendance of themembers at the committee meetings during the year are given below:
|Name ||Category ||No. of Meetings during the year |
| || ||Held ||Attended |
|Shri Milind Desai ||Independent Director ||4 ||4 |
|Shri Shrenik Trivedi ||Independent Director ||5 ||5 |
|Shri Bharat Kumar Lekhi ||Managing Director ||5 ||5 |
Mr. Milind Desai Independent Director of the Company ceased as aDirector of the Company with effect from 9th February 2021.
Mr. Shrenik Trivedi Independent Director of the Company ceased as aDirector of the Company with effect from 25th February 2021.
The Managing Director Chief Financial Officer Company Secretary andrepresentatives of Statutory Auditors are invited to the meetings of the Audit Committee.
The Committee discharges such duties and functions generally indicatedin Section 177 of the Companies Act 2013 and such other functions as may be specificallydelegated to the Committee by the Board from time to time.
(vi) Nomination & Remuneration Committee:
During the year under review Nomination & Remuneration Committeemet twice on 4th December 2020 and 13th February 2021 .Following isthe 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 ||2 ||2 |
|Shri Umesh Lavingia ||Chairman ||2 ||2 |
|Shri Bharat Kumar Lekhi ||Managing Director ||1 ||1 |
8. CORPORATE GOVERNANCE
Pursuant to Regulation 15 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 since the equity paidup share capital of the Company and net worth is below the threshold limits prescribedunder SEBI ( Listing Obligation and Disclosure Requirements) Regulations 2015. HenceCorporate Governance 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 2015 Management Discussion and Analysis Report form part of this report isenclosed as "Annexure-A".
10. BUSINESS RISK MANAGEMENT
The management is aware of the risk element in the operations of theCompany and has taken the various steps to minimize/eliminate the risk. The Covid-19 isthe prime risk for the business operations of the Company and the management has takenvarious steps to overcome the same.
11. INTERNAL CONTROL SYSTEM
The Company has laid down Internal Financial Control Policy underSection 134 (5) (e) of the Companies Act 2013 which helps in ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial information.
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The scope and authority of the Internal Auditfunction is defined in the Internal Audit Manual. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committeeof the Board & to the Chairman & Managing Director.
The Internal Audit is being carried out by a firm of CharteredAccountants and evaluates the efficacy and adequacy of Internal Control System in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company. Based on the report of internal audit function process ownersundertake corrective 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 ManagementPolicy to deal with instance of fraud and mismanagement if any.
In staying true to our values of Strength Performance and Passion andin line with our vision of being one of the most respected companies in India the Companyis committed to the high standards of Corporate Governance and stakeholder responsibility.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Shailesh Singh was appointed as an additional director on 4thDecember 2020 and been regularized as a Director on 30th December 2020 inAnnual General Meeting and he has resigned from the post of director and ceased as aDirector of the Company with effect from 13th May 2021.
Mr. Milind Desai Independent Director of the Company resigned from hispost and ceased as a Director of the Company with effect from 9th February2021.
Mr. Shrenik Trivedi Independent Director of the Company resigned fromhis post and ceased as a Director of the Company with effect from 25th February 2021.
Mrs. Ila Gupta has been appointed as an Additional Independent Directorof the Company w.e.f. 13th February 2021. She holds the term up to the ensuing AGM.Accordingly the necessary resolution for her regularization as a director is given in thenotice of AGM. Accordingly the necessary resolution for her reappointment is included inthe notice of AGM
In accordance with the provisions of the Companies Act 2013 AND theArticles of Association of the Company Shri Bharat Kumar Lekhi Managing Director of theCompany retire by rotation at the ensuing Annual General Meeting. The Board of theDirectors has recommended his re-appointment.
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 applicableregulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board has carried out an evaluation of its own performance the directors individuallyincluding Non-Executive and Independent Directors as well as the evaluation of the workingof its Audit Nomination & Remuneration Committees.
At present the Company does not have the policy of payment ofremuneration to Non-Executive directors except by way of sitting fees for attending themeeting of the Board or a committee thereof.
The Company has policy for determining and accounting for theremuneration of Executive Directors. Their remuneration is governed by externalcompetitive environment; track record potential individual performance and performanceof the Company. The remuneration determined for the Executive Directors is subject to theapproval of Remuneration Committee of the Board of Directors.
14. DIRECTOR RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the Directorswould like to state that:
(i) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
(ii) The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review;
(iii) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) The Directors had prepared the annual accounts on a going concernbasis;
(v) The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;
(vi) The Directors had devised proper system to ensure compliance withthe provisions of all applicable laws and that such system were adequate and operatingeffectively.
Your Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
16. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of the business.There are no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the Company at large. The disclosure of related partytransaction as required under section 134(3) (h) of the Companies Act 2013 in form AOC-2is not applicable.
17. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its futureoperations. However following are the some of cases in the name of Company as on date.
(i) Special Notice and Requisition under section 100 (2) read withSection 169 of the Companies Act 2013 and the rules framed there under received from oneshareholder for removal of one of the Director of the Company. Pursuant to special noticeExtra Ordinary General Meeting (EOGM) was held on 10th May 2017. Howeverdirector approached National Company Law Tribunal (NCLT) under Section 241 & 242 ofthe Companies Act 2013. NCLT has directed that results of voting at EOGM can be declaredby the Company however implementation have been stayed till the tribunal directsotherwise. The decision is still pending at NCLT.
(ii) One of the Shareholder approach National Company Law Tribunal(NCLT) under section 58 & 59 of the Companies Act 2013 for rectification of registerof member. The decision is still pending at NCLT
(iii) The company has filed a case against one of the ex-Director ofthe Company Mrs. Meeta Mathur under section 452 of the Companies Act 2013 and Section403404 and 406 of the Indian Penal Code for Eviction of the Company's Property Situatedat Flat No. 201 Ambience Tower Bodakdev Ahmedabad and Vide Case No. 46618 in theMetropolitan Court. The Court had already issued a summon to Director. The decision isstill Pending.
(iv) The Company has filed a FIR No. I/71/2018 at Vastrapur PoliceStation against Director and Ex Managing Director of the company. The case is pending atGujarat High Court.
(v) The Company has received letter dated 26th April 2018from an anonymous sender inter-alia alleging transfer of assets of the Company in the year2009-10 without compliance of law. Subsequent to receipt of this letter the Companyappointed M/s. D. Shah & Associates to investigate claims made in the said letter.M/s. D. Shah Associates vide his report dated 31st October 2018 inter aliaconfirm noncompliance of various legislations referred in the said report. The Companytherefore thereafter based on the said report filed following two suits:
(a) Special Civil Suit No. 32 of 2019 filed before the honorable theCourt of the Civil Judge (Senior Division) at Kalol against M/s. Paksh Developers PrivateLimited Mrs. Meeta Mathur Ex-Director Mr. Ankit Mathur Ex- Managing Director Mr.Kunal Mathur Ex-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) at Sanand against M/s. Paksh Developers Private Limited Mrs.MeetaMathur Ex-Director Mr. Ankit Mathur ExManaging Director Mr. Kunal MathurEx-Director and Mr. Anurag Agarwal Ex- Managing Director of the Company.
18. SUBSIDIARY COMPANY
The Company has one Subsidiary Company i.e. Sterling Resorts PrivateLimited. A statement containing brief financial details of the subsidiary is included inthe Annual Report.
As required under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 into with the Stock Exchanges a consolidated financialstatement of the Company and its subsidiary is attached. The consolidated financialstatements have been prepared in accordance with the relevant accounting standards asprescribed under Section 129(3) of the Act. These financial statements disclose theassets liabilities income expenses and other details of the Company and its subsidiary.
Pursuant to the provisions of Section 129 134 and 136 of the CompaniesAct 2013 read with rules framed thereunder and pursuant to regulation 33(3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 your Company hadprepared consolidated financial statements of the company and its subsidiaries and aseparate statement containing the salient features of financial statement of subsidiariesjoint ventures and associates in Form AOC-1 forms part of the Annual Report.
(1) STATUTORY AUDITORS:
The Company had appointed M/s. Keyur Bavishi& Co. CharteredAccountants Ahmedabad (M.No. 13571 /FRN: 131191W) as auditors for the term of five yearsin 28th Annual General Meeting to audit Company's Financial Statements from theFinancial Year 2020-2021 till 2024-2025.
The Board has duly reviewed the Statutory Auditor's Report on theAccounts for the year ended on March 31 2021. The Auditor's Report is self-explanatoryand does not require any clarification.
(2) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to provisions of section 204 of the Companies Act 2013 andThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thecompany has appointed Mr. Jayesh Thummar a Company Secretary in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as"Annexure B. Secretarial Auditor's Report is self-explanatory and does not requireany clarification.
20. WEB LINK OF ANNUAL RETURN
The extract of Annual Return is no longer required to be attached withthe Director's Report u/s 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management & Administration) Rules 2014 vide notifications issued byMinistry of Corporate Affairs (MCA) dated 28/08/2020 and 05/03/2021.
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) ofSection 92 of the Companies Act 2013 read with Rule 12 of Companies (Management andAdministration) Rules 2014 the copy of the Annual Return of the Company for theFinancial Year ended on 31.03.2021 in the Form MGT-7 is available on the website of theCompany.
The link to access the Annual Return ishttps://sterlinggreenwoods.com/wp-content/uploads/2021/09/ ANNUAL%20RETURN-2020-2021.pdf
21. CASH FLOW STATEMENT
As required under Regulation 34 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) 2015 the Cash Flow Statement isattached to the financial statements.
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY
There are no material changes and commitments which could affect theCompany's financial position have occurred between the end of the financial year of thecompany and date of this report.
The Company has received a letter dated 26th April 2018from an anonymous sender inter alia alleging that certain transitions in relation to theCompany's property were taken place in the year 2009-10 were illegal. The Company hassubsequently also received communication from BSE as well as SEBI in this regard. TheCompany has initiated process to verifying the claims made in the said letter.
23. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code.
24. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
During the year under review there were no complaints pertaining tosexual harassment was received by the management.
25. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:
As required under section 134 (3) (m) of the Companies Act 2013 andthe rules made therein the concerned particulars relating to the Company does notconsume Energy in its business so matter of Energy Conservation is not applicable toCompany. Company does not engage in such business to undertake any Technology Absorption.However to save the power it has installed Solar Water Heating Systems and also installedCFL lamps at its Resort. Company does not have any Export Earnings in the Financial Year2020-21; hence particulars of Foreign Exchange are not applicable to the Company.
26. PARTICULARS OF EMPLOYEES
No employees are drawing the salary beyond the specified limits henceno information is required to be given for the same mentioned in CA 2013
The Directors extend their sincere thanks to the Bankers FinancialInstitutions Central Government and State Government Authorities and all associated withthe Company for the co-operation.
The Directors also place on record the efforts made by the employeesworkers and all other associated with the Company for making their organizationsuccessful.
|Place : Ahmedabad ||By Order of the Board of Directors of |
|Date : 1st September 2021 ||Sterling Greenwoods Limited |
| ||Bharat Kumar Lekhi ||Umesh Lavingia |
| ||Managing Director ||Chairman |
| ||(DIN: 03363339) ||(DIN: 02426615) |