The Members of
STERLING GREENWOODS LIMITED
Your Directors have pleasure in presenting 27th Annual Report together with the AuditedAccounts of the company for the year ended 31st March 2019.
1. FINANCIAL HIGHLIGHTS:
|Particulars ||2018-19 ||2017-18 |
| ||(Rs. In Lacs) ||(Rs. In Lacs) |
|Income for the Year ||426.23 ||492.14 |
|Profit before interest depreciation and tax (PBIDT) ||64.93 ||140.91 |
|Less: || || |
|Exceptional Items ||Nil ||(38.88) |
|Financial Expenses ||85.20 ||68.43 |
|Depreciation ||66.57 ||68.17 |
|Profit / (Loss) before tax ||(86.84) ||43.20 |
|Provision for taxation || || |
|(i) Current Income Tax ||Nil ||8.20 |
|(ii) Tax Expenses relating to prior years ||0.56 ||0.16 |
|(iii) Deferred Tax ||(0.82) ||(5.46) |
|(iv) Mat Credit Entitlement ||Nil ||(4.70) |
|Profit after tax ||(88.22) ||45.00 |
|Add / (Less): Prior Period Adjustment ||0.00 ||0.00 |
|Profit available for appropriation ||(88.22) ||45.00 |
|Appropriations || || |
|Opening Balance of Profit & loss Account ||569.57 ||524.57 |
|Add.: Excess Provision of Depreciation written back ||89.70 ||0 |
|Less: Proposed Dividend on Equity shares ||0 || |
|Less: General Reserve ||0 || |
|Net Balance Carried forward to Balance Sheet ||571.05 ||569.57 |
The founder Chairman has the aim and vision to convert the Company's resort into thestar category. After h the sad demise of the fonder 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. Because of the said reason the management is not able to rolloutthe membership drives also. These reasons have also affected the current operation of theresorts which is ultimately resulted into the loss during the year under review.
During the year Company has not changed nature of business.
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 08 (eight) Board Meetings were convened and held on 14thMay 2018 16th July 2018 11th August 2018 30th August 2018 2nd November 2018 14thDecember 2018 and 8th February 2019. The details of which are given below. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
Mr. Sudhir Kulkarni Independent Director of the Company resigned as a Director of theCompany with effect from 20th June 2019. Though this is the event occurred after the yearend but before the signing of the directors' report.
(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 8th February 2019 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 five times on 14th May 2018 11thAugust 2018 2nd November 2018 14th December 2018 and 8th February 2018. Theintervening gap between two meetings 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 ||5 ||2 |
|Shri Sudhir Kulkarni ||Independent Director ||5 ||4 |
|Shri Milind Desai ||Independent Director ||5 ||5 |
|Shri Shrenik Trivedi ||Independent Director ||5 ||5 |
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 no meeting of the Nomination & Remuneration Committeewas held.
8. CORPORATE GOVERNANCE
Regulation 15 (2) of the SEBI (Listing Obligation 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 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
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Bharat Kumar Lekhi Director of the Company retire by rotation at theensuing Annual General Meeting. The Board of the Directors has recommended hisre-appointment.
Mrs. Meeta Mathur Director of the Company retired by rotation and as she has notoffered herself for the re-appointment at the previous annual general meeting held on 28thSeptember 2018.
Ms. Henal Shah Company Secretary of the Company has resigned as a Company Secretary ofthe Company w.e.f. 31st December 2018. The Company is continuously in search of thesuitable candidate for the post of the Company Secretary.
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 including NonExecutive and Independent Directors as well as the evaluation of the working of its AuditNomination & Remuneration Committees.
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.
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.
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 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 Vide Case No. 46618 in the Metropolitan Court. TheCourt 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 hounrable the Court of theCivil Judge (Senior Division) at Kalol against M/s. Paksh Developers Private Limited Mrs.Meeta Mathur 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.
M/s. Jayesh M. Shah & Co. Chartered Accountant Ahmedabad (FRN: 104173W) wereappointed as a statutory auditor of the Company at 25th AGM of the Company held on 29thSeptember 2017 for the period of three years subject to ratification at every AnnualGeneral Meeting. The terms of his appoint come to an end at the ensuing annual generalmeeting hence the Board has decided to continue him as an auditor of the Company forfurther period of two years and hence the necessary resolution of his appointment isincluded in the notice of the Annual General Meeting for the approval of the shareholdersof the Company.
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended on March 31 2019. The Auditor's report do not contain any qualificationobservation and any adverse remarks. Pursuant to provisions of section 204 of theCompanies Act 2013 and The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the company has appointed Mr. Amit Patel a Company Secretary inpractice to undertake the Secretarial Audit of the Company. The Secretarial Audit reportis annexed herewith as "Annexure B". The Secretarial Auditor's Report do notcontain any qualification observation and 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 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 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.
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.
| ||By Order of the Board of Directors of || |
| ||Sterling Greenwoods Limited || |
|Place : Ahmedabad ||BharatKumar Lekhi ||Umesh Lavingia |
|Date : 26th August 2019 ||Managing Director ||Chairman |