Directors Report of Sterling Greenwoods Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting 32^nd Annual Report together with the Audited Accounts of the company for the year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lakh)
Particulars	2023-24	2022-23
Revenue from Operations	190.38	346.52
Total Income	249.56	389.67
Profit before interest, depreciation and tax (PBIDT)	-92.18	-14.32
Less:
Exceptional Items	NIL	NIL
Financial Expenses	104.39	86.21
Depreciation	52.74	54.79
Profit / (Loss) before tax	(249.31)	(155.32)
Provision for taxation
(i) Current Income Tax,	NIL	NIL
(ii) Tax Expenses relating to prior years	NIL	NIL
(iii) Deferred Tax	65.71	36.33
(iv) Mat Credit Entitlement	NIL	NIL
Profit after tax	(183.60	(118.99)
Add / (Less): Prior Period Adjustment	NIL	Nil
Profit available for appropriation	(183.60)	(118.99)

2. OPERATIONS:

During the year 2023-24 revenue from Operations of the Company has been decreased to Rs. 190.38 lacs compared to previous financial year i.e. 2022-23 of Rs. 346.52 lacs and accordingly profit after tax of the Company also decreased to Rs. (183.60) lacs compared to Rs. (118.99) lacs for the previous financial year i.e. 2022-23.

Revenue from Operations and Profitability of the Company were decreased mainly due to scrawny market condition and the resort has been leased out to school project. However, your Directors are hopeful to have better results in the upcoming financial year.

3. DIVIDEND:

During the year under review, the Company has incurred the loss 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 Rules framed 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, 07, (Seven) Board Meetings were convened and held on 4^th May, 2023, 2^nd August, 2023, 2^nd September, 2023, 12^th December, 2023, 2^nd November, 2023 and 9^th February, 2024 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 during the year
		Held	Attended
Mr. Bharat Kumar Lekhi	Managing Director	7	7
*Mr. Paresh Desai	Director	7	3
Mr. Nishant Singh	Independent Director	7	7
Mrs. Shivani Shah	Independent Director	7	7
Mr. Narendra Saini	Whole-time Director	7	1
Mr. Sunny Mandalia	Independent Director	7	7
* Ceased to be a Director w.e.f. 10th December, 2023

(ii) Statement on Declaration Given by Independent Director

All Independent Directors have given their 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 24^th January 2024 without attendance of Non-Independent Directors and members of the Management. The Directors reviewed performance of the nonIndependent 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, 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 4^th May, 2023, 2^nd August, 2023, 2^nd November, 2023 and 9^th February, 2024.

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 during the year
		Held	Attended
Mr. Nishant Singh Independent Non-Executive Director	Chairman	4	4
Mrs. Shivani Shah Independent Non-Executive Director	Member	4	4
Mr. Bharat Lekhi Managing Director	Member	4	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.

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 12^th December, 2023. Following was the composition of the Committee as on 31^st March, 2024.

Name	Category	No. of Meetings during the year
		Held	Attended
Mr. Nishant Singh Independent Non-Executive Director	Chairman	1	1
Mrs. Shivani Shah Independent Non-Executive Director	Member	1	1
Mr. Sunny Mandalia Independent, Non-Executive Director	Member	1	1

8. Stakeholders Relationship Committee:

During the year under review, Stakeholders Relationship Committee met four times on 4^th May, 2023, 2^nd August, 2023, 2^nd November, 2023 and 9^th February, 2024.

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

Name	Category	No. of Meetings during the year
		Held	Attended
Mr. Nishant Singh Independent Non-Executive Director	Chairman	4	4
Mrs. Shivani Shah Independent Non-Executive Director	Member	4	4
Mr. Bharat Lekhi Managing Director	Member	4	4

9. 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.

10. 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”.

11. 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.

12. 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 Company’s 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.

13. APPOINTMENT AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy and defined the scope of the Committee which is in line with the provisions of the Companies Act, 2013. The policy is available on Company’s website at www.sterlinggreenwoods.com and web link for the same is www.sterlinggreenwoods.com

14. 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.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Narendra Saini was appointed as an Additional Director on 12^th December, 2023. He holds the term up to the ensuing AGM. Accordingly, the Board has proposed his appointment a Director in the ensuing AGM of the Company. Mr. Paresh Desai has resigned as an Executive Director of the Company w.e.f. 10.12.2023. After the closure of financial year, the Board of Directors of the Company on recommendation of Nomination and Remuneration Committee of the Company and subject to approval of shareholders of the Company at ensuing AGM of the Company, appointed Mr. Narendra Saini as a Whole-time Director of the Company w.e.f. 28^th August, 2024.

After closure of the financial year, Ms. Purnima Jain has resigned from the post of Company Secretary and Compliance Officer w.e.f. 8^th May, 2024 and Mr. Sidharth Shah was appointed as Company Secretary and Compliance Officer w.e.f. 8^th August, 2024.

In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. 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.

16. 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.

17. 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.

18. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial 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 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 transactions as required under section 134(3) (h) of the Companies Act, 2013 in form AOC-2 is attached as Annexure-I.

19. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation was carried out as under Board:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria specified by Companies Act, 2013. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Individual Directors:

Independent Directors: -

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each Independent Director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the Independent Directors in guiding the management in achieving higher growth and concluded that continuance of each Independent Director on the Board will be in the interest of the Company.

Non-Independent Directors: -

The performance of each of the Non-Independent Directors (including the chairman) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

INTERNAL CONTROL SYSTEMS:

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.

20. 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.

NCLT Cases and other Legal Cases:

(1) (a) Special notice and requisition under section 100(2) read with section 169 of The Companies

Act, 2013 and the rules framed there under received from one shareholder for removal of one of the Director of the Company.Pursuant to special notice Extra Ordinary Genereal Meeting (EOGM) was heald on 10th May, 2017. However, director approched National Compnay Law Tribunal (NCLT) under Section 241 & 242 of the Companies Act, 2013. NCLT has directed that results of voting at EOGM can be declared by the company, however implementation have been stayed till the tribunal directs otherwise.

(1) (b) 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.

(1) (c) The Company is in receipt of NCLT order stating that the original petitioners to the CP 65

of 2017 with the Company Appeal No.15 of 2017 unconditional withdrawn allowed by the NCLT along with pending IAS dismissed as removed infrctuous vide order delivered on 13.09.2023.

(1) (d). The Company is in process of assessing the impect, if any, on the financial statements of

the said order received on 13.09.2023.

2. The Company has filed a case against one of the Director of the Company under section 452 of The Companies Act, 2013 and Section 403,404 and 406 of The Indian Penal Code for Eviction of the Company ‘s Property Situated at Flat No. 201, Ambience Tower, Bodakdev, Ahmedabad, Vide Criminal Case No. 633115/2018 in the Metropolitan Magistrate Court. The Court had already issued a summon to Director. The order is passed by the H’nble Court dated 31.03.2023 is received by the Company and possession of the premises have been taken back by the Company, during the year.

3. The Compnay has filed a FIR No. I/71/2018 under Section 406,409,418,420 and 114 of The Indian Penal Code for Misappropriation of Funds/Wrongfully holding property acquired from Company Funds at Vastrapur Police Station against Director and Ex Managing Director of the company during their tenure.During the year in course of hearing the Company and defeendents submitted in the court that both the parties have arrived at conensus and have no objection if the impugned complaint is quashed vide order dated 11/08/23 the learned judges of Gujarat high court quashed impugned FIR and set aside .

(4) (a). The Company is in receipt of letter dt.15.06.18 from BSE and subsequently email

communication dated 06.08.2018 from SEBI alongwith encloser of letter from anonymous person asking clarification on Transfer of substantial Companies Projects/Land parcels/ assets in FY 2009-10. The Company had appointed an independent professional to inquire in the subject matter.

The Company is in receipt of Scrutiny Report of D.Shah & Associates, Chartered Accountants on 02/11/2018, and this was placed before Audit Committee and Board meeting. It was discussed and approved by the Board to study the impact on financial and/or any other subject matter. Thereafter, the Board of Directors of the Company at its meeting held on 14th December, 2018, inter alia, unanimously decided to engage legal and other professionals to discuss the scrutiny report dated 31st October, 2018 and to take / initiate all necessary steps/legal actions. We have been informed that the Company has filed civil suit no.21 of 2019 in the court of civil judge (S.D.) at Sanand on 18/04/2019 and another civil suit no.32 of 2019 in the court of civil judge ( S.D.) at Kalol on 26/04/2019, against Paksh Developers Private Limited and against then Directors namely Mrs. Meeta Mathur, Mr.Ankit Mathur,,Mr.Kunal Mathur and Mr.Anurag D. Agrawal. The Company is in receipt of the order from Kalol Court which is passed on 31.03.23 and as informed by the Management of the Company, the Company is in process of finalising further course of action with it’s legal team. Since the matter are subjudice,we are unable to disclose, the effect, if any, on financial statement and/or in any other matter.

As informed by the Management of the Company, the order from Sanand Court is pending as on date 5.As per information and explanation, the Company has lodge FIR on 06/11/ 2019 against Company’s Resort Manager, Mr. Kishan P. Somani for mis- appropriation/ siphoning of company’s collection (fund) from various customer, amounting Rs. 16.85 lakhs. On completion of event/function said amount has been accounted and debited to Mr. K. P.Somani. Recoverable year end outstanding balance is of Rs.17.55 lakhs (P.Y.Rs.17.55 Lakhs) The Company has provided for Rs. 17.55 lakhs as on 31st March 2022,as Expected Credit loss.

21. 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.

22. 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 Company’s Financial Statements from the Financial Year 2020-2021 till 2024-2025.

EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATION OR ADVERSEREMARKS OR DISCLAIMER MADE BY THE AUDITORS IN THEIR REPORT:

The Statutory Auditor has raised the following qualifications in his Audit Report:

1. Company has not used the accounting software for maintain its books of accounts which has a feature of recording audit trail (edit log) facility.

2. During the year Audit the Company has not ascertained the impairment of some of the assets held at resort pursuant to the decision taken in Board Meeting dated 9^th February,2024. This being technical in nature, the impairment is not quantifiable.

MANAGEMENT REPLY FOR QUERIES RAISED BY STATUTORY AUDITORS OF THE COMPANY:

With reference to query mentioned in point no. 1 of above qualification raised by Statutory Auditors of the Company, the Board of Directors of the Company submit that the management is under process to purchase the suitable software and implementation of the same in due course of time.

With reference to query mentioned in point no. 2 of above qualification raised by Statutory Auditors of the Company, the Board of Directors of the Company submit that the Company is in process of identifying and quantifying impairment of loss of the assets of the Company with the help of technical persons and the same will be accounted upon quantifying the same

(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.

EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE SECRETARIAL AUDITORS IN THEIR REPORT:

The Secretarial Auditor has raised the following qualifications in his Audit Report:

(i) Submission of Newspaper Publication of Financial Results for the quarter ended June, 2023.

(ii) Intimation of appointment of Secretarial Auditors and filing of Form MGT-14 with registrar of Companies.

(iii) Submission of Annual Report in XBRL mode after submission with MCA.

MANAGEMENT REPLY FOR QUERIES RAISED BY SECRETARIAL AUDITORS OF THE COMPANY:

With reference to query above queries raised by Secretarial Auditors of the Company, your Directors submit that the said non-compliance were due to inadvertence and without any malafide intention of the Company. However, the Board of Directors of the Company ensures the future compliance in this matter.

23. WEBLINK OF ANNUAL RETURN:

The extract of Annual Return is no longer required to be attached with the Director’s 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 31.03.2024 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

24. 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.

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

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

However, during the year 2023-24 company has no business operations and the Board after detailed discussion in the Board meetings and after getting the approval from shareholders has decided to lease out the Greenwoods Lake Resorts to School Project.

26. 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 Company’s 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.

27. PREVENTION OF SEXUAL HARASSMENTAT WORKPLACE

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

28. 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 and Outgo in the Financial Year 2023-2024 hence particulars of Foreign Exchange earnings and outgo are not applicable to the Company.

29. 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.

30. 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.

31. PARTICULARS OF EMPLOYEES

Company does not have any employees who is drawing remuneration in excess of limit prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, attached as “Annexure- II”

The statement containing the names of top ten employees will be made available on request sent to the Company on [e-mail]

32. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that, Company complies with applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

33. ACKNOWLEDGEMENT

The Directors extend their sincere thanks to the Bankers, Financial Institutions, Central Government and State Government Authorities and all business associates ofthe Company for the cooperation.

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.

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of the Company for the Company for the year ended, 31st March 2014.

1. Financial Results

Rs. in Lacs

Particulars 2013-2014 2012-2013

Income for the Year 491.74 699.03

Profit before interest, depreciation and tax (PBIDT) 198.52 173.99

Less:

Financial Expenses 50.75 46.21

Depreciation 55.51 57.08

Profit / (Loss) before tax 92.26 70.70

Exceptional items : Earlier years short Provision of Depreciation 0.00 40.86

Provision for taxation

(i) Current Income Tax, 27.40 28.48

(ii) Deferred Tax (7.52) (5.36)

Profit after tax 72.38 6.72

Add / (Less) : Prior Period Adjust. 0.00 0.00

Profit available for appropriation 72.38 6.72

Appropriations

Opening Balance of 453.51 434.28 Profit & Loss Account

Less : Proposed Dividend on - - Equity shares

Less : General Reserve - -

Net Balance Carried forward 72.38 6.72 to Balance Sheet

2. DIVIDEND:

With a view to conserve the resources, your Directors do not recommend any dividend for the financial year 2013- 2014.

3. OPERATIONS & FUTURE PROJECTS:

During the year under report, turnover has decreased from Rs.699.03 lacs to Rs. 491.74 lacs but the profit after tax has gone up from Rs. 6.72 lacs to Rs. 72.38 lacs. During the financial year 2012-13, the Company adjusted Rs. 40.86 lakhs towards short provision for depreciation for the earlier years which resulted in the meager profit after tax. However, during the year under report, both Gross Profit and Proft after Tax registered increase. Thanks to the Management''s endeavor to improve the performance of the Company even during the slow down phase in the Real Estate Sector.

At present, we have a scheme of plotting at Sarovar Village at Rethal which is an oasis of tranquility and serenity; just a stone''s throw away from Nal Sarovar Lake. Nal Sarovar Lake is India''s one of the largest wetland bird sanctuaries. In spite of recession in the last two years, we have received healthy bookings. Over two hundred sale deeds have already been executed. Most of the plots have been given water connection. 80 per cent of the plots'' fencing has been completed. The work on streetlights and construction of roads is in progress and it is likely to be completed by the end of current financial year.

We hope the buyers sitting at the fence will bounce back during the coming festive season to uplift their sentiments, aroused by the formation of NDA Government at the Centre headed by Narendra Modi.

We have leased out Greenwood Lake Resort and Club to Shangar Hospitality with effect from June, 2013 at an annual rent of Rs. 1.75 crores. Till October, 2013, we received monthly rent regularly. However, from November, 2013 onwards, Shangar Hospitality advised us to kept on hold the cheques given by them towards monthly rent as they have spent huge amount on repairs and renovation viz. Development Expenses much against the provisions of Lease Deed and without any consent from the Company.

As per Lease Agreement, we have agreed that in a span of 10 years, Shangar Hospitality may incur Rs. 3.00 crores on renovations subject to our written approval and the same would be repaid/adjusted from monthly rentals in a phased manner during the tenure of lease i.e. in 10 years. We gave sufficient time to Shangar Hospitality to come to the terms of the Lease Deed. Since there was no response, we deposited the cheques from November, 2013 onwards in our different bank accounts. However, we did not receive the payment and the cheques were bounced back. Therefore, we have filed a complaint u/s 138 of the Negotiable Instruments Act. We have also given notice to Shangar Hospitality for termination of lease w.e.f. 31.03.2014.

We have also applied to City Civil Court for arbitration vide application No. 407 of 2014 u/s 9 of the Arbitration & Conciliation Act, 1996 for recovery of outstanding rents and other payments and handing over the possession of property to the Company.

FUTURE PROJECTS

TPM - 3 BHK Lake Side Resort Living Apartments with TOTAL PEACE OF MIND

We are planning to launch our exclusive and innovative, first of its kind project in Ahmedabad. This is an ideal scheme for working couples, senior citizens and NRI''s who come to their HOME LAND - India - for peace and tranquility. The apartment scheme offers round the clock services viz. housekeeping and cleaning, food, 24 hour in house cab service, in house medical centre with 24 hours ambulance service and above all, all the time security and surveillance.

We have applied for NA and it is expected that the same will be received very shortly and we will commence the construction immediately after getting all the required approvals from the respective authorities.

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. Measures have been taken for Human Resources Development.

5. DIRECTORS:

The company had, pursuant to the provisions of clause 49 of the Listing Agreement entered into with stock exchange, appointed Mr. Padmanabha V Iyer, Virendra Singh M Rawat and Mr. Sudhir Kulkarni as Independent Directors of the Company. As per Section 149(4) of the Companies Act, 2013, every listed public company is required to have at least one- third of the total number of directors as independent directors.

In accordance with the provisions of the section 149 of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the notice of the forthcoming Annual General Meeting of the Company.

The Company has received declarations from all the independent Directors of the Company confirming that they meet with the criteria of independent Directors as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the listing agreement with the Stock Exchanges.

Pursuant to requirements of the Companies Act, 2013 and Articles of Association of the Company, Mrs.Meeta Mathur is liable to retire by rotation and being eligible offer herself for re-appointment. Board recommends her appointment as Director of the Company.

During the year Mr. Bharat Kumar Lekhi and Mr. Umesh Lavingia were appointed as Additional Directors of the Company. According to the provisions of Section 161 of the Companies Act, 2013, they hold office as Director only up to the date of the ensuing Annual General Meeting. As required under Section 160 of the Companies Act, 2013, notice has been received from a member signifying his intention to propose the appointment of Mr. Bharat Kumar Lekhi and Mr. Umesh Lavingia as Directors along with the deposit of requisite amount. Further, the Board of Directors of the Company had, vide resolution passed at their meeting held on 19.06.2014, appointed Mr. Bharat Kumar Lekhi as Managing Director and Mr. Umesh Lavingia as Vice Chairman of the Company for a period of 3 years.

Brief details of Directors proposed to be appointed/re-appointed as required under clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

6. INSURANCE:

The assets of the Company have been adequately insured.

7. PUBLIC DEPOSITS:

During the period under review, the Company has not mobilized resources by way of deposits from the public.

8. CORPORATE GOVERNANCE REPORT:

Pursuant to clause 49 of the Listing Agreements of the Company with the Stock Exchanges, the Management Discussion & Analysis Report, Report on Corporate Governance and certification by the Chief Executive Officer (CEO)/MD and Chief Financial Officer (CFO) confirming compliance by all the Board Members and Senior Management personnel with Company''s Code of Conduct are made a part of the Annual Report. A certificate regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49, is attached to this report.

9. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Account for the financial year ended 31st March,2014, the applicable standards have been followed along with proper explanation relating to material departures;

2. that the Directors have 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 as at 31st March 2014 and of the profit of the Company for the year ending on that date;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities;

4. that the Directors have prepared the accounts for the financial year ended on 31st March, 2014 on a going concern basis.

10. AUDITOR AND ITS OBSERVATION:

M/s Anil S Shah & Co., Chartered Accountants (Firm Registration No: 100474W) retire at the conclusion of the ensuing Annual General Meeting. The said statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking their approval for re-appointment of statutory Auditor has been incorporated in the notice convening the Annual General Meeting.

The Board has duly reviewed the statutory Auditor''s Report on the Accounts. The observations and comments, if any appearing in the Auditor''s Report are self-explanatory and do not call for any further explanation/clarification by the Board of Directors.

11. 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 Listing Agreements entered 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 211(3C) of the Act. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary.

12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under section 217 (1) (e) of the Companies Act,1956 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 2013-14; hence particulars of Foreign Exchange are not applicable to the Company.

13. PARTICULARS OF EMPLOYEES:

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975 as amended are not given as none of the employees qualifies for such disclosure.

14. ACKNOWLEDGEMENT:

The directors extend their sincere thanks to the Bankers, Financial Institutions, Central Government and State Government Authorities and all those associated with the Company for their 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 organisation successful.

For and on behalf of the Board Sterling Greenwoods Limited

Place : Ahmedabad Date : 13th August, 2014 B. Kumar Chairman

---

Mar 31, 2011

The Directors have great pleasure in presenting the 19th Annual Report and the Audited Statement of Accounts for the Company for the year ended, 31st March 2011.

Financial Results

Rs. in Lacs

Particulars 2010-2011 2009-2010

Total Revenue Receipts 1003.03 764.98

Total Expenditure 854.10 652.73

Profit befor Depreciation Non 148.93 112.25

Cash Expenses & Tax

Less : Depreciation & Other (38.68) (38.07) Non Cash Expenses

Profit Before Tax 110.25 74.18

Less : Provision for Taxes (31.00) (19.52)

Less : Provision for Dividend (44.49)

Profit after Tax 34.76 54.66

Add : Balance b/f from 372.29 317.63 previous year

Less : Dividend paid for the (29.76) N.A. Previous Year

Balance carried to 377.29 372.29 Balance Sheet

PERFORMANCE REVIEW :-

The turn over of the company has increased from Rs.758.58 lacs to Rs.985.01 lacs showing increase of 31% in revenue of company (revenue from resort business has reduced to Rs.299.67 Lacs from Rs.316.04 lacs and there is an increase in revenue of real estate business compared to last year). The profit before Tax of the company has shown an upward trend from Rs.74.18 lakhs of last year to Rs. 110.25 lacs in this year. Your directors expect to perform better in the coming years.

DIVIDEND :-

Your Directors have recommended dividend @ 9% on the equity shares of the Company for the financial year ended on 31st March, 2011 in the comparison of the previous year's dividend of 6%. The dividend will be paid to the members whose names appear in the Register of Members as on 23rd September 2011.

DEPOSITS :-

The company has accepted deposits from public within the meaning of Section 58-A of the Companies Act, 1956 and Rules made there under and subject to rules and provisions provided there under.

PARTICULARS OF EMPLOYEES :-

There were no employees whose remuneration were in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

DIRECTORS :-

In accordance with the provisions of the Companies Act, 1956 and Articles of Association the Company, Smt. Meeta Mathur and Shree Umang Vyas directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS :-

M/s. Baheti Bhadada & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The notes to the accounts referred to in the Auditor's Report are self-explanatory and therefore do not call for any further comments.

CONSERVATION OF ENERGY :-

The company has no activity relating to conservation of energy.

TECHNOLOGY ABSORPTION :-

The company is not engaged 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.

AUDITOR'S OBSERVATIONS :-

The observations contained in the Auditor's Report are self- explanatory and, therefore, no comments are called for separately.

SUBSIDIARY :-

Sterling Resorts Private Limited is a subsidiary of the Company. In accordance with circular no. 2/2011 dated 8th February 2011 issued by the Ministry of Corporate Affairs, the Balance Sheets, including annexure and attachments thereto of the Company's subsidiaries, are not being attached with the Annual Report of the Company. The annual accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company seeking such information. These documents will also be available for inspection by any member at the Registered Office of the Company and that of the respective subsidiary companies. The consolidated financial statements presented in this Annual Report include financial information of the subsidiary companies. A statement containing information on the Company's subsidiaries is included in this Annual Report.

CORPORATE GOVERNANCE :-

As per clause 49 of the Listing Agreement, a separate Report on Corporate Governance together with Management Discussion and Analysis and certificate from Company's Auditors is annexed and forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT :-

Pursuant to section 217(2AA) of the Companies Amendment Act, 2000 it is hereby Confirmed that:

a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed.

b. Appropriate Accounting Policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2011 and of the Profit of the company for the year ended on that date.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for the safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. The accounts for the financial year ended 31st March, 2011 have been prepared on a going concern basis.

INSURANCE :-

The current assets and fixed assets of the company are adequately insured against all types of risks.

SECRETRIAL COMPLINACE CETRIFICATE :-

Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 is attached herewith.

ACKNOWLEDGEMENT :-

Your directors acknowledge with gratitude, the patronage of its esteemed customers, the strength it derives from its employees at all levels, the support from its Bankers and the loyalty of the large family of the company's customers, suppliers and shareholders.

Place : Ahmadabad By Order of the Board

Date : 03/09/2011 B. Kumar

Chairman

(sd/-)

---

Mar 31, 2010

The Directors have great pleasure in presenting the 18th Annual Report and the Audited Statement of Accounts forthe Company forthe year ended, 31 st March 2010.

Financial Results

Rs. in Lacs

Particulars 2009-2010 2008-2009

Total Revenue Receipts 764.98 951.05

Total Expenditure 652.73 (884.00)

Profit befor Depreciation Non 112.25 67.05

Cash Expenses & Tax

Less: Depreciation & Other (38.07) (38.28)

Non Cash Expenses

Profit Before Tax 74.18 28.77

Less : Provision for Taxes (19.52) (2.87)

Excess/Short Provision for Tax - 6.86

Add.: Deferred Tax Asset - -

Profit after Tax 54.66 32.76

Add: Balance b/f from 317.63 284.87

previous year

Add : Reserve & Surplus of N.A. N.A.

Transferee Company

Balance carried to 372.29 317.63

Balance Sheet





PERFORMANCE REVIEW :-

The turn over of the company has reduced from Rs.947.6 lacs to Rs.758.58 lacs showing a reduction of 20% in revenue of company (revenue from resort business has increased from Rs.245.37 lacs to Rs.316.04 lacs and there is a reduction in revenue of real estate business) compared to last year. The turnover of company has shown reduction in real estate business due to boards policy to go consciously and that has resulted in higher profits even though there is a reduction in turnover. The net profit of the company has shown an upward trend from Rs.28.77 lakhs of last year to Rs. 74.18 lacs this year. Your directors expect to perform better in the coming years.

DIVIDEND:-

To strike a balance between the need to sustain investments for prospective growth your Directors are not recommending dividend forthe year. Even though, Net profit of the company has increased this year, your directors consider need to plough back current year earnings to meet the Companys future plans. Therefore, your directors do not recommend any dividend in the current year.

DEPOSITS:-

The company has not accepted any deposit from public within the meaning of Section 58-A of the Companies Act, 1956 and Rules made there under.

PARTICULARS OF EMPLOYEES :-

There were no employees whose remuneration were in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

DIRECTORS:-

In accordance with the provisions of the Companies Act, 1956 and Articles of Association the Company, Smt. Kusum B. Kumar and Shree Kunal Mathur directors of the Company, who retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS:-

M/s. Baheti Bhadada & Associates, auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has received a letter from them to the effect that their appointment as auditors, if made, would be within the limits under section 224(1 B) of the Companies Act, 1956.

CONSERVATION OF ENERGY :-

The company has no activity relating to conservation of energy.

TECHNOLOGY ABSORPTION:-

The company is not engaged in such business so as to undertake any Technology Absorption. However to save the power it has installed Solar Water Heating Systems at its Resort.

FOREIGN EXCHANGE EARNINGS AND OUTGO:-



- Foreign Exchange earnings - Rs. NIL

- Foreign Exchange outgo - Rs. NIL



AUDITORS OBSERVATIONS :-

The observations contained in the Auditors Report are self- explanatory and, therefore, no comments are called for separately.

CORPORATE GOVERNANCE:-

As per clause 49 of the Listing Agreement, a separate Report on Corporate Governance together with Management Discussion and Analysis and certificate from Companys Auditors is annexed and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT :-

Pursuant to section 217(2AA) of the Companies Amendment Act, 2000 it is hereby Confirm that:

a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed.

b. Appropriate Accounting Policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2010 and of the Profit of the company for the year ended on that date.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for the safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. The accounts for the financial year ended 31 st March, 2010 have been prepared on a going concern basis. INSURANCE :-

The current assets and fixed assets of the company are adequately insured against all types of risks.

ACKNOWLEDGEMENT .-

Your directors acknowledge with gratitude, the patronage of its esteemed customers, the strength it derives from its employees at all levels, the support from its Bankers and the loyalty of the large family of the companys customers, suppliers and shareholders.



Place : Ahmedabad By Order of the Board

Date: 31/05/2010 (sd/-)

B. Kumar

Chairman