The Members of Sterling Greenwoods Limited
Your Directors have pleasure in presenting the 26th Annual Report togetherwith the Audited Accounts of the Company for the Company for the year ended 31stMarch 2018.
|1. Financial Results || || |
| || ||Rs in Lacs |
|Particulars ||2017 - 2018 ||2016 - 2017 |
|Income for the Year ||492.14 ||295.46 |
|Profit before interest depreciation and tax (PBIDT) ||140.91 ||202.75 |
|Less: || || |
|(a) Exceptional Items ||(38.88) ||(300.76) |
|(b) Financial Expenses ||68.43 ||59.63 |
|(c) Depreciation ||68.17 ||73.16 |
|Profit / (Loss) before tax ||43.20 ||69.96 |
|Provision for taxation || || |
|(i) Current Income Tax ||8.20 ||14.01 |
|(ii) Tax Exp. relating to prior years ||0.16 ||0.08 |
|(iii) Deferred Tax ||(5.46) ||(3.58) |
|(iv) Mat Credit Entitlement ||(4.70) ||(14.01) |
|Profit after tax ||45.00 ||73.46 |
|Add / (Less) : Prior Period Adjust. ||0.00 ||0.00 |
|Profit available for appropriation ||45.00 ||73.46 |
|Appropriations || || |
|Opening Balance of Profit & Loss Account ||525.69 ||452.24 |
|Less : Proposed Dividend on ||- ||- |
|Equity shares || || |
|Less : General Reserve ||- ||- |
|Net Balance Carried forward to Balance Sheet ||45.00 ||73.46 |
The Company has an adequate Internal Financial Control System commensurate with thesize scale and complexity of its operations.
Due to present market conditions and proposed development for project of resort thedirectors have thought fit to conserve liquidity. The directors therefore do not recommenddividend for the current year.
3. OPERATIONS AND FUTURE PROJECTS
After sad demise of Founder Chairman we decided as per his vision to continue andconvert the present resort into star category. As per the wish and his approved finaldevelopment plan was prepared and presented to him which made him extremely happy and heexpressed his consent on the same.
As discussed at various stages master plan was prepared and development work wasdecided into phased manner. Complete proposal in four phases has been worked out. Andexplained to the committee as well as board of directors in their meetings which wasapproved and were asked to proceed in the matter.
A detailed plan and presentation was prepared where in it was suggested to go in phasedmanner as under. Phase 1 Restructuring and enhancing the main building area includingentrance of the building. Phase 2 Restructuring the outside garden lawn swimming poolspa and surrounding area in light of the final development.
Phase 3 Redesigning and restructuring the existing lake area including surrounding walkway bridge lighting and plantation.
Phase 4 Construction of new building namely Jal-Mahal on the bank of lake as shown withadditional capacity of more 30 rooms and banquet hall for 1500 persons capacity and otherfacilities.
As on date Phase 1 work is almost completed and final finishing touch is in progress;Phase 2 is work in progress and 50% of it is completed.
4. FUTURE PROSPECTS
Greenwoods Lake Resort: This being our flagship project we concentrated onrestructuring the same to bring it to a star category level. We have decided torestructure this building to bring it to star category and for that all around effort(s)has been started. Complete master plan of future development along with expansion is underpreparation and lots of inputs from various parties like RCI has been received. Within fewmonths this will be completed to give new excellent look to our premise.
Sarovar Village : Our real estate scheme near Nal Sarovar had number of Legalissues because of non availability of N.A permission we have settled 31 plots and revisedResort & Club House has been worked out it plan are already been approved andimmediately we are planning to develop that area which will be our next project aftercompletion of present resort.
Mount Abu: Our lease for this land has been extended by the authority till 2030.Master Plan of Mount Abu has been duly approved by Central and State Authorities. FurtherMunicipal Corporation is dealing in finalizing the bye laws of construction as perapplicable and approved norms. We are hopeful that byelaws shall be finalized and approvedin next few months and authorities will start giving final construction approvals soon.
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. TRANSFER TO RESERVE
During the year under review Company has not transferred any amount to reserves.
7. CHANGE IN NATURE OF BUSINESS:
During the year Company has not changed nature of business.
8. 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.
9. DISCLOSURE UNDER COMPANIES ACT 2013 (i) Number of Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year 08 Board Meetings were convened and held. The details of which aregiven below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.
|Sr. No. ||Date |
|1. ||April 042017 |
|2. ||May 302017 |
|3. ||August 312017 |
|4. ||September 142017 |
|5. ||December 132017 |
|6. ||February 092018 |
|7. ||March 052018 |
|8. ||March 20 2018 |
(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 22.03.2018 without attendance of Non- IndependentDirectors and members of the Management. The Directors reviewed performance of thenon-Independent Director and the Board as whole; the performance of the Chairman of theCompany taking into account the views of Executive Directors and Non-Executive Directorsand assessed the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
(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 30th May 2017 14thSeptember 2017 13 December 2017 and 9th February 2018. 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 ||2 |
|Shri Sudhir Kulkarni ||Independent Director ||4 ||2 |
|Shri Milind Desai ||Independent Director ||4 ||4 |
|Shri Shrenik Trivedi ||Independent Director ||4 ||3 |
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 on 11thDecember 2017.
The composition of the Nomination & Remuneration Committee and details of meetingsattended by the members are given below:
| || ||No. of Meetings during the year |
|Name ||Category ||Held ||Attended |
|Shri Milind Desai ||Independent Director ||1 ||1 |
|Shri Virendra Singh Rawat ||Independent Director ||1 ||0 |
|Shri Sudhir Kulkarni ||Independent Director ||1 ||1 |
|Shri Shrenik Trivedi ||Independent Director ||1 ||0 |
10. 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.
11. 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 are enclosed as "Annexure-A".
12. 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.
13. INTERNAL CONTROL SYSTEM
The Company has laid down Internal Financial Control Policy under Section 134 (5) (e)of the Companies Act 2013 which helps in ensuring the orderly and efficient conduct ofits business including adherence to Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and timely preparation of reliable financial information.
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.
The Internal Audit 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.
14. 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.
15. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) Retirement by rotation
Smt. Meeta Mathur was appointed as a Director of the Company w.e.f. 05.08.1992. As perSec. 152(6)(a) of the Companies Act 2013 it is stipulated that unless the articlesprovide for the retirement of all directors at every Annual General Meeting not less thantwo-thirds of the total number of directors of a Public Company shall be persons whoseperiod of office would be liable to determination by retirement of directors by rotation.The period of office of Smt. Meeta Mathur as Director is liable to determination byretirement of Directors by rotation. Smt. Meeta Mathur is thus a retiring Director. As perSec.152 (6) (c) of the Act at every Annual General Meeting one-third of the retiringDirectors would retire from the office.
An Extra Ordinary General Meeting came to be requisitioned on 10.5.2017 to remove Smt.Meeta Mathur as Director of the Company by the members as per the provisions of Sec.100 ofthe Companies Act 2013. Smt. Meeta Mathur filed a petition before the Hon'ble NCLTAhmedabad Bench challenging said action. The Hon'ble NCLT Ahmedabad Bench by order dated9.5.2017 permitted EOGM to be held on 10.5.2017. However it directed that decision ifany be not implemented.
The EOGM was held on 10.5.2017 wherein the members present in person or through proxyresolved to remove Smt. Meeta Mathur. However in view of the interim order dated9.5.2017 the decision of removal is not implemented. In the meanwhile Smt. Meeta Mathurbeing a Retiring Director retires at the Annual General Meeting proposed to be held on28th September2018.
Board of Directors decided not to fill vacancy caused by retirement of rotation of Mrs.Meeta Mathur who has not offered her self for re-election.
There is no change in Directors and Key Managerial Personnel during the year underreview.
(ii) Evolution of Board Performance
Pursuant to the provisions of the Companies Act 2013 and applicable regulations ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an evaluation of its own performance the directors individually including NonExecutive and Independent Directors as well as the evaluation of the working of its AuditNomination & Remuneration Committees.
(iii) 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.
16. 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.
18. 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.
19. 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.
However following are the of cases in the name of Company as on date.
1. 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.
2. 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.
3. The company has filed a case against one of the Director of Company under section452 of the Companies Act 2013 and Section 403404 and 406 of the Indian Penal Code forEviction of the Company's Property Situated at Flat No. 201 Ambience Tower BodakdevAhmedabad Vide Criminal Case No. 633115/2018 in the Metropolitan Magistrate Court. TheCourt had already issued a summon to Director. The decision is still Pending.
4. The Company has filed a FIR No. I/71/2018 under section 406409418420114 of theIndian Penal Code for Misappropriation of funds/ Wrongfully holding property acquired fromCompany Funds at Vastrapur Police Station against Director and Ex Managing Director of thecompany during their tenure. The case is pending at Gujarat High Court.
20. 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.
(i) Statutory Auditor
The Auditors M/s.Jayesh M. Shah Chartered Accountant Ahmedabad (FRN: 104173W) wereappointed as auditors of the Company in 25th AGM of the Company subject to ratificationat every Annual General Meeting.
However Ministry of Corporate Affairs vide its Notification dated 7th May 2018amended provisions of Rule 3(7) of Companies (Audit and Auditors) Rules 2014 andaccordingly provisions of requirement of ratification of appointment of auditor at everygeneral meeting is dispensed with. Therefore at the ensuing general meeting members arenot required to ratify Auditor's appointment and M/s.Jayesh M. Shah Chartered AccountantAhmedabad (FRN:104173W) will continue to act as auditors of the Company till financialyear 2019.
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended on March 31 2018. The Auditor's report do not contain any qualificationobservation and any adverse remarks.
(ii) Secretarial Auditor
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ms. Purvashi Adhvaryu a Company Secretary in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as"Annexure B".
The Secretarial Auditor's Report do not contain any qualification observation and anyadverse remarks.
22. EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C". 23. 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.
24. 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.
25. 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.
26. 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.
27. 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 2017-18; hence particularsof Foreign Exchange are not applicable to the Company.
28. 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.
|Place : Ahmedabad ||By Order of the Board of Directors || |
| ||BHARATKUMAR LEKHI ||UMESH G. LAVINGIA |
|Date : August 30 2018 ||Managing Director ||Chairman |