sterling green woods ltd Directors report

To

The Members of

STERLING GREENWOODS LIMITED

Your Directors have pleasure in presenting 31^st Annual Report together with the Audited Accounts of the company for the year ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS:

Particulars	2022-23	2021-22
	(Rs. In Lacs)	(Rs. In Lacs)
Revenue from Operations	346.52	173.95
Total Income	389.67	292.38
Profit before interest, depreciation and tax (PBIDT)	-14.32	50.49
Less:
Exceptional Items	NIL	NIL
Financial Expenses	86.21	91.94
Depreciation	54.79	52.27
Profit / (Loss) before tax	(155.32)	(93.72)
Provision for taxation
(i) Current Income Tax,	NIL	NIL
(ii) Tax Expenses relating to prior years	NIL	NIL
(iii) Deferred Tax	36.33	19.05
(iv) Mat Credit Entitlement	NIL	NIL
Profit after tax	(118.99)	(74.67)
Add / (Less): Prior Period Adjustment	Nil	Nil
Profit available fo1r appropriation	(118.99)	(74.67)

2. OPERATIONS:

The Board of Directors of the company is moving forward with the vision of the Late Founder and the Chairman. The Board envisaged the vision to convert and develop the existing resort into star category, by implementation of four phase plan. However, only first phase work has been completed up till now , on account of liquidity crunches.

Detailed Discussions has been included in Management Discussion and Analysis.

There has been no change in the nature of business of the company during the year under review.

3. DIVIDEND:

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

4. INDUSTRIAL RELATIONS:

Industrial relations remained cordial throughout the year. Your Directors place on record 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 that certain companies are require to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSR committee of the Board. The Rules 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 Rules framed thereunder for the financial year under report. CSR Committee of the Board will be constituted at the time of applicability of section 135 of the Act. Hence CSR 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 convened and held on 23rd April 2022, 28th May 2022, 10th August 2022, 26th August 2022, 14th November, 2022, 24th January, 2023 details of which are given below.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Name	Category	No. of Meetings Held	during the year Attended
Mrs. Ila Gupta	Independent Director	6	1
Mr. Umesh Lavingia	Non-Executive Director	6	1
Shri Bharat Kumar Lekhi	Managing Director	6	6
Shri Bharat Kumar Lekhi	Managing Director	6	6
Mr. Paresh Desai	Director	6	5
Mr. Nishant Singh	Independent Director	6	5
Mrs. Shivani Shah	Independent Director	6	4

(ii) Statement on Declaration Given by Independent Director

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

(iii) Directors Meeting

The Independent Directors met on 24th January 2023 without attendance of Non-Independent Directors and members of the Management. The Directors reviewed performance of the non-Independent Director and the Board as whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to 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 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 four times on 28th May 2022, 10th August 2022, 14th November, 2022, and 24th January, 2023.

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

Name	Category	No. of Meetings Held	during the year Attended
Mrs. Ila Gupta	Independent Director	6	1
Mr. Umesh Lavingia	Non-Executive Director	6	1
Shri Bharat Kumar Lekhi	Managing Director	6	6
Shri Bharat Kumar Lekhi	Managing Director	6	6
Mr.Paresh Desai	Director	6	5
Mr. Nishant Singh	Independent Director	6	5
Mrs. Shivani Shah	Independent Director	6	4

The Managing Director, Chief Financial Officer, Company Secretary and representatives of Statutory Auditors and Secretarial Auditors are invited to the meetings of the Audit Committee.

After the appointment of Independent Directors on the board Audit Committee got reconstituted.

Mr. Umesh Lavingia , Non-Executive Chairman of the Company ceased as a Director of the Company with effect from 3rd February 2023.

Mrs. Ila Gupta , Independent Director of the Company ceased as a Director of the Company with effect from 15th June 2022.

The Committee discharges such duties and functions generally indicated in Section 177 of the Companies Act, 2013 and such other functions as may be specifically delegated to the Committee by the Board from time to time.

(vi) Nomination & Remuneration Committee:

During the year under review, Nomination & Remuneration Committee met on 23rd April 2022. Following was the composition of the Committee till the 23rd April 2022.

Name	Category	No. of Meetings Held	during the year Attended
Mrs. Ila Gupta	Independent Director	1	1
Mr. Umesh Lavingia	Non-Executive Director	1	1
Shri Bharat Kumar Lekhi	Managing Director	1	1

Mr. Umesh Lavingia , Non-Executive Chairman of the Company ceased as a Director of the Company with effect from 3rd February 2023.

Mrs. Ila Gupta , Independent Director of the Company ceased as a Director of the Company with effect from 15th June 2022.

8. CORPORATE GOVERNANCE

Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, since the equity paid up share capital of the Company and net worth is below the threshold limits prescribed under SEBI ( Listing Obligation and Disclosure Requirements) Regulations, 2015. Hence Corporate 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 is enclosed as "Annexure-A".

10. BUSINESS RISK MANAGEMENT

The management is aware of the risk element in the operations of the Company and has taken the various steps to minimize/eliminate the risk.

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 of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

The Internal Audit is being carried out by a firm of Chartered Accountants and evaluates the efficacy and adequacy of Internal Control System in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are 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 with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Jigar Mandaviya was appointed as an additional director on 23rd April 2022 and he has resigned from the post of director and ceased as an additional director of the Company with effect from 8th June 2022. Mrs. Ila Gupta was ceased as an Independent Director of the Company with effect from 15th June 2022. Mr. Umesh Lavingia , Non-Executive Chairman of the Company ceased as a Director of the Company with effect from 3rd February 2023.

Mr. Sunny Mandalia has been appointed as an Additional Independent Director of the Company w.e.f. 2nd August 2023. He holds the term up to the ensuing AGM. Accordingly, the necessary resolution for his regularization as an Independent Director is included in the notice of AGM.

In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company, Shri Bharat Lekhi , Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of the Directors has recommended his re-appointment.

The events occurred after the year end but before the signing of the directors report; has been disclosed here to update the shareholders.

Pursuant to the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an evaluation of its own performance, the directors individually including Non-Executive and Independent Directors as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

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

The Company has policy for determining and accounting for the remuneration of Executive Directors. Their remuneration is governed by external competitive environment; track record, potential, individual performance and performance of the Company. The remuneration determined for the Executive Directors is subject to the approval of Remuneration Committee of the Board of Directors.

14. DIRECTOR RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial 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 the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the Company and that such internal financial controls are adequate and were operating effectively; (vi) The Directors had devised proper system to ensure compliance with the provisions of 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 the Companies 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 on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The disclosure of related party transaction as required under section 134(3) (h) of the Companies Act, 2013 in form AOC-2 is not applicable.

17. SIGNIFICANT MATERIAL ORDERS PASSED BYTHE 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 future operations. However following are the some of cases in the name of Company as on date.

(i) The shareholders who filed the Company Petition before the Honble National Company Law Tribunal (NCLT) under Section 241 & 242 of the Companies Act, 2013. NCLT has decided to withdraw the same and has filed an IA, inter alia, praying preponement of hearing of the said petition for the purpose of withdrawal. In the same IA, the said shareholder has also prayed the Honbel NCLT to prepone the Company Appeal which was filed u/s 58 and 59 of the Companies Act, 2013 for the purpose of withdrawal.

(ii) One of the Shareholder approach National Company Law Tribunal (NCLT) under section 58 & 59 of the Companies Act, 2013 for rectification of register of member. The decision is still pending at NCLT.

(iii) The Company has filed a FIR No. I/71/2018 at Vastrapur Police Station against Director and Ex Managing Director of the company. The Honble High Court of Gujarat, at Ahmedabad vide order dated 11.08.2023 quashed the said FIR on the basis of the consensus between the parties.

(iv) The Company has received letter dated 26th April, 2018 from an anonymous sender inter-alia alleging transfer of assets of the Company in the year 2009-10 without compliance 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 Associates vide his report dated 31st October, 2018 inter alia confirm non-compliance of various legislations referred in the said report. The Company therefore thereafter based on the said report filed following two suits: (a) Special Civil Suit No. 32 of 2019filed before the honorable the Court of the Civil 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 Mathur, Ex-Director, and Mr. Anurag Agarwal, Ex- Managing Director of the Company. In this suit, on 31st March 2023, the Honble Court was pleased to pass decree in favour of the Company. Against the said order, multiple appeals filed before the Honble High Court of Gujarat, at Ahmedabad. Those appeals are pending (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. 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.

Due to some inadvertent error on the part of the Companys the lawyer, this suit was dismissed for default. The Company has filed application on 03rd March, 2023 for restoration of the suit, which is pending.

18. SUBSIDIARY COMPANY

The Company has one Subsidiary Company i.e. Sterling Resorts Private Limited. A statement containing brief financial details of the subsidiary is included in the Annual Report.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 into with the Stock Exchanges, a consolidated financial statement of the Company and its subsidiary is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 129(3) of the Act. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary.

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to regulation 33(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had prepared consolidated financial statements of the company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of the Annual Report.

19. AUDITORS

(1) STATUTORY AUDITORS:

The Company had appointed M/s. Keyur Bavishi & Co. Chartered Accountants, Ahmedabad, (M.No. 13571 /FRN: 131191W) as auditors for the term of five years in 28th Annual General Meeting to audit Companys Financial Statements from the Financial Year 2020-2021 till 2024-2025.

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended on March 31, 2023. The Auditors Report is self-explanatory and does not require any clarification.

(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 has appointed Mr. Punit Santosh Kumar Lath a Company Secretary in practice to undertake the Secretarial Audit of the Company. The

Secretarial Audit report is annexed herewith as "Annexure B. Secretarial Auditors Report is self-explanatory and does not require any clarification.

20. WEBLINK OF ANNUAL RETURN

The extract of Annual Return is no longer required to be attached with the Directors Report u/s 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management & Administration) Rules, 2014 vide notifications issued by Ministry 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) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the Annual Return of the Company for the Financial Year ended on 31.03.2023 in the Form MGT-7 is available on the website of the Company.

The link to access the Annual Return is https://sterlinggreenwoods.com/wp-content/uploads/2023/09/ Annual%20Return%20-2022-2023.pdf

21. CASHFLOW STATEMENT

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, the Cash Flow Statement is attached to the financial statements.

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

There are no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the company and date of this report.

The Company has received a letter dated 26th April, 2018 from an anonymous sender, inter alia, alleging that certain transactions in relation to the Companys property were taken place in the year 2009-10 were illegal. The Company has subsequently also received communication from BSE as well as SEBI in this regard. The Company has initiated process to verifying the claims made in the said letter.

Status of the process initiated and outcome/actions taken needs to be mentioned here.

23. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

24. PREVENTION OF SEXUAL HARASSMENTAT WORKPLACE

During the year under review, there were no complaints pertaining to sexual harassment was received by the management.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO:

As required under section 134 (3) (m) of the Companies Act, 2013 and the rules made therein, the concerned particulars relating to, the Company does not consume Energy in its business so matter of Energy Conservation is not applicable to Company. 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 installed CFL lamps at its Resort. Company does not have any Export Earnings in the Financial Year 2022-2023 hence particulars of Foreign Exchange are not applicable to the Company.

26. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE ,2016 DURING THE YEAR AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review there are no applications made/pending by or against the company under the Insolvency and Bankruptcy code, 2016.

27. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME

SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FIANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF:

During the year under review there were no settlement instances arose which required to provide details of difference in valuation done pursuant to One time Settlement and valuation done at the time of disbursement of loan from the bank.

28. PARTICULARS OF EMPLOYEES

No employees are drawing the salary beyond the specified limits hence no information is required to be given for the same mentioned in CA 2013.

29. ACKNOWLEDGEMENT

The Directors extend their sincere thanks to the Bankers, Financial Institutions, Central Government and State Government Authorities and all business associates of the Company for the co-operation.

The Directors also place on record the efforts made by the employees, workers and all other associated with the Company for making their organization successful.

Place : Ahmedabad
Date : 2nd September 2023
Registered Office:
25, Sunrise Centre, Opp. Drive-in-Cinema,
Ahmedabad – 380054.
Phone: 079-26851680, 26850935
Email ID: cs.sterlinggreenwoods@gmail.com
Website: www.sterlinggreenwoods.com
(CIN: L51100GJ1992PLC017646)
By Order of	the Board of Directors of
Sterling Greenwoods Limited
Bharat Kumar Lekhi	Paresh Desai
Managing Director	Executive Director
(DIN: 03363339)	(DIN: 02254433)