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Directors Report of Sterling Greenwoods Ltd.

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

 
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