Notes to Accounts of Sterling Greenwoods Ltd.

Mar 31, 2014

1. Terms attached to Equity Shares :

The Company has only one class of Equity Shares having a par value of Rs. 10/- per share.

Each holder of Equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of the equity shares would be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of the equity shares held by the shareholders.

2. As per the records of the Company including its Register of Shareholders / members and other declarations received from the shareholders regarding beneficial interest, the above shareholding represents both legal & beneficial ownership of the shares.

* Rs. 3990588/- (P.Y. Rs. 7806296/-) is secured by way of first charge of equitable mortgage of the immovable properties of the Company situated at Village Ognaj, Greenwood Lake Resort and building with Rajkot Nagarik Sahakari Bank Ltd. and additionally secured by personal guarantee of Chairman, Managing director, Director and two ex-directors of the Company.

* Rs. 17196626/- (P. Y. Rs. Nil) is secured by way of first charge of equitable mortage of the immovable Commercial property of the Company situated at Sunrise Centre-1, Drive-In Cinema Road, Thaltej with Canara Bank.

* Rs. 313694/- (P.Y. Rs. 675127/-) term loan from HDFC bank against hypothecation of vehicles financed and personal guarantee of the Chairman, Managing Director and ex-director of the Company.

* Rs. 626753/- (P. Y. Rs. 705891/-) term loan from State Bank of India against hypothecation of vehicles financed and personal gurantee of the Chairman, Managing Director and ex-director of the Company.

* Unsecured Loans:

The Unsecured Deposits/Loans, as informed, are from Directors and Directors'' relatives and are in terms of stipulation of the lender Bank - THE RAJKOT NAGRIK SAHAKARI BANK LTD.

3. Secured Loans :

* Rs. Nil (P.Y. Rs. 86,29,422/-) is secured by way of first charge of equitable mortgage of the immovable properties of the company situated at F.P. 530/TP1 Bodakdev, at Sun Rise Center, Ahmedabad with Axis Bank consisting Shop No. 26 & 25 AB and additionally secured by personal guarantee of Chairman, Managing Director, Director of the Company and ex-director of the Company, bearing Rate of Interest of 16.00% p.a. with monthly rests and is repayable on demand.

* Rs. 70,49,538/- (P.Y. Rs. Nil) is secured by way of Company''s Fixed deposit with Canara Bank amounting to Rs. 85,00,000/- (P. Y. Rs. Nil)

* Rs. 17272406/- (P. Y. Rs. 6509461/-) is secured by way of Company''s Fixed deposits with Rajkot Nagarik Sahakari Bank amounting to Rs. 2,00,23,627/- (P. Y. Rs. 1,50,00,000/-)

4. Based on the information available with the Company, there are no suppliers who are registered as micro, small or medium enterprises under "The Micro, Small and Medium Enterprises Development Act 2006" as at March 31st 2014 & 2013.

5. Balance confirmation not called for, are subject to confirmation and reconciliation, if any.

6. Long Term Loans and Advances :

Deposits made in earlier years to the Income tax authority against past disputed tax liabilities as on 31/03/2014, Rs. 3808836/- (P.Y. Rs. 3808836/-). However, vide Order dated 28/02/2012, the disputed assessment proceedings of A.Y. 1995-96, 1997-98, 2001-02 and 2002-03 were set aside. Further, during the year, the fresh assessment u/s 143(3) has been made and department has raised demand of Rs. 10087948/- besides interest. Rs. 9249807/-. However, the credit as shown above is not given by the department and is subject to confirmation, reconciliation and adjustment to Profit & Loss account if any.

Note: 9 : The Company has given on lease its Resort to Shangar Hospitality but due to non payment of lease rent, the Company has initiated legal action and the matter is subjudice, the recovery of rent is subject to final outcome of Court''s decision.

Note: 10 Events occuring after the Balance Sheet

The Company has vide lease deed with Shangar Hospitality given on lease its Resort with effect from 1st June 2013. However, since November 2013, the lessee has defaulted in clearing the payment and/or not paid lease rentals in terms of lease deed. The Company has taken legal action for recovery of the dues and vacating the Resort. The matter is subjudice and in the event of non recovery of dues, to the extent dues and other amount not received will affect the financial statement of the Company, the amount if any is subject to final Court verdict.

Year Ending Year Ending Particulars 31/03/2014 31/03/2013 (Figures in Rs.) (Figures in Rs.)

Note: 11 Contingent Liabilities & Commitments (to the extent not provided for)

A) Service Tax Liability Outstanding

(i) At CIT level - 547,939

(ii) At Appellate Tribunal Level 9,251,306 7,023,327

B) Income Tax Liability at CIT-(A) Level - -

Against order passed by ITAT set asiding the disputed assessment of A.Y. 1995-96, 1997-98, 2001-02, 2002-03. During the year the Income Tax department has made fresh assessment u/s 143(3) raising demand of Rs.10087948/- besides interest Rs. 9249807/- (Against which as per records of the Company, in past company has deposited Rs. 3808836/- is subject to confirmation/reconciliation by Income Tax Department)

C) Labour Laws 1,673,400 1,673,400

12 : The Company is also involved in certain litigation for lands acquired by it for Development purposes, either through agreements or through outright purchases. These cases are pending with various courts and are scheduled for hearings. After considering the circumstances and legal advice received, management believes that these cases will not adversely affect its financial statements. The liabilities, if any, are not ascertainable.

13 : The Company does not expect any reimbursement in respect of the above contingent liabilities and it is not practicable to estimate the timings of the cash out flows, if any, in respect of matters above pending and it is not probable that an outflow of resources will be required to settle the above obligations/claims.

Note : 14 Segment Reporting

For Management Purpose, the Company is currently organised into two major operating activities - 1) Resort and 2) Real Estate Business. These divisions are the basis on which the Company reports its primary segment information

(i) Segment assets and liabilities:

Company is having two segments of business and Assets and Liabilities could not be bifurcated segment wise.

(ii) Segment revenue and expenses

Segment revenue and expenses are taken directly as attributable to the segment. It does not include interest income on inter- corporate deposits, Profit on sale of investments, Interest expense, Provision for Contingencies and income-tax.

Note 15 - Lease

(i) Operating Lease: - Rental is expensed with reference to lease terms and other considerations.

Note 16 - Earning Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for the events of bonus issue.

For the purpose of calculating diluted earning per share, net profit or loss for the year attributable to equity shareholders and weighted average number of shares outstanding during the year are adjusted for the effect of all dilutive potential equity shares Basic Earning per Share is disclosed in the profit and loss account. There is no Diluted Earnings per Share as there are no dilative potential equity shares.

Note 17 : Previous year figures have been regrouped/rearranged so as to make them comparable with current year''s figures.

Note 18 : The Provision for Current year''s Income Tax Rs. 2739587/-( Previous Year Rs. 2847502/-) has been made on estimated basis for the accounting year ended on 31/03/2014. The actual tax liabilities of the Company will be determined on the basis of taxable income of the Company for A.Y. 2014-15.

Note 19 : Based on the information available with the Company, there are no suppliers who are registered as micro, small or medium enterprises under "The Micro, Small and Medium Enterprises Development Act 2006" as at March 31st 2014.

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Mar 31, 2012

1. Figures of previous year have been regrouped / rearranged wherever necessary.

1.2 Terms attached to Equity Share

The Company has only one class of Equity Shares having a par value of Rs.10/- per share.

Each holder of Equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of the equity shares would be entitled to receive remaining assets of the company, after distribution of all preferential amounts.The distribution will be in proportion to the number of the equity shares held by the shareholders.

1.3 As per the records of the Company including its Register of Shareholder/members and other declaration received from the shareholders regarding beneficial interest, the above shareholding represent both legal & beneficial ownership of the shares

2.1 Secured loan above:-

Rs.11113085/- is secured by way of first charge of equitable mortgage of the immovable properties of the company situated at village Oganaj, Greenwood Lake resort and building with Rajkot Nag. Sah. Bank Ltd. and additionally secured by personal guarantee of Chairman, Managing directors and two other Directors of the Company.

Rs. 1100184/- term loan from HDFC bank against hypothecation of vehicles & equipment financed and personal guarantee of the Chaiman, Director and Managing Director of the company.

Unsecured loan above:-

The Unsecured Deposits/Loans, as informed, are from Directors and Director's relatives and are in terms of stipulation of the lender Bank -THE RAJKOT NAGRIK SAHAKARI BANK LTD.

3.1 Secured loan above:-

Rs. 63,69,241.21 is secured by way of first charge of equitable mortgage of the immovable properties of the company situated at F.P. 530/TP1 Bodakdev, at Sun Rise center, Ahmedabad with Axis Bank consisting Shop No. 26 & 25 AB and additionally secured by personal Guarantee of Chairman, Managing Director and Two Other Directors bearing Rate of Interest of 16.00% p.a. with monthly rests and is repayable on demand.

Short Term Loan from Banks and Others of previous year are personally guaranted by the Chairman and Managing Director.

4.1 Based on the information available with the company, there are no suppliers who are registered as micro, small or medium enterprises under"The Micro, Small and Medium Enterprises Development Act 2006" as at March 31 st 2011 and 2012.

5.1 Long-term loans and advances: .

Deposits made to the Income tax authority against past disputed tax liabilities as on 31/03/2012, Rs. NIL (P.Y. Rs 3608836).However, vide IncomeTax AppellateTribunal Order dated 28/02/2012, the disputed assessment proceedings of A.Y. 1995-96,1997-98,2001 -02 and 2002-03 have been set aside.The balance representsTax/lnterest paid till respective balance sheet date for which provisions were not made.

Year Ending Year Ending

Particulars 31/03/2012 31/03/2011

(Figures in Rs.) (Figures in Rs.)

Note: 6 Contingent Liabilities & Commitments (to the extent not provided tor)

Contingent liabilities and cormmitments (to the extent not provided for)

A) Service Tax Liability Outstanding .

(i) At CIT level 776,572 -

(ii) At AppellateTribunal 8,099,899 6,841,226

B)IncomeTax Liability Outstanding

At AppellateTribunal NIL 5,652,180

Vide IncomeTax Appellate Tribunal Order dated 28/02/2012, the disputed assessment proceedings of A.Y. 1995-96,1997-98,

2001-02 and 2002-03 have been set aside for which provisions were not made. Rs. Nil (Paid Rs. 38,08,836/-) (P.Y. Demand Rs. 92,61,016/- Paid Rs. 36,08,836/-)

(C) Labour Laws 1,673,400 1,673,400

(D) For SEBI Notice( Note No 29.01)

6.01: The Company has been in receipt of a show cause notice under Rule 4 of SEBI (Procedure for holding enquiry and imposing penalties by adjudicating officerr) Rule 1995. Company is in the process of participating in the enquiry proceedings and will endeavour the best to defend the case of the Company.The liability, if any, is not yet quantified.

6.02: The Company is also involved in certain litigation for lands acquired by it for Development purposes, either through agreements or through outright purchases.These case are pending with various courts and are scheduled for hearings. After considering the circumstances and legal advice received, management believes that these cases will not adversely effect its financial statements. The liabilities, if any, is not ascertainable.

6.03: The Company does not expect any reimbursement in respect of the above contingent liability and it is not practicable to estimate the timings of the Cash Out flows, if any, in respect of matters above pending and it is not probable that an outflow of resources will be required to settle the above obligations/claims.

Note: 7 Segment Reporting

For Management Purpose, the Company is currently organised into two major operating activities -1) Resorts and 2) Real Estate Business. These divisions are the basis on which the Company reports its primary segment information

(i) Segment assets and liabilities:

Company is having two segments of business and Assets and Liabilities could not be bifurcated segment wise.

(ii) Segment revenue and expenses

Segment revenue and expenses are taken directly as attributable to the segment. It does not include interest income on inter- corporate deposits, Profit on sale of investments, Interest expense, Provision for Contingencies and income-tax.

Note: 8 - Related Party Disclosure

A. List Related Parties and Relations

1. Subsidiaries, Fellow Subsidiaries and Associates

Sterling Resorts Private Limited

2. Key Management Personnel

- Mr. B. Kumar

- Mr. Ankit Mathur

- Mrs. Meeta Mathur

- Mrs. Kusum B. Kumar

- Mr. UmangVyas

- Mr. Kunal Mathur

- Mr. Minesh Surti

3. List of Relatives of Key Managerial Personnel and Enterprise over which Key Management Personnel and their relative excessive significant influence with whom transaction have taken place during the year

Greenwood Organiser & Engineer Pvt. Ltd.

Greenwood Recreation Pvt Ltd.

- Sterling Resorts Private Limited

- Madhu Mittal

- Madhu Agarwal -NipurAgarwal

- Umeshchandra Agarwal

- Siddharth Seth

- Om Kumar- HUF -B.Kumar(HUF)

- Manorama Agarwal

- Banwarilal charitableTrust

- M/S ArchitectYetinder Mathur

Note 9-Lease

(i) Operating Lease: - Rental is expensed with reference to lease terms and other considerations.

Notes:-

The company has taken on lease one villa in Sterling Resorts owned by Banvarilal Charitable trust.The total Lease rent paid on the same amounting to Rs. 90,000/- (RY. Rs. 90,000/-) is included under Other Expense. The minimum lease rentals payable in respect thereof are as follows:

- not later than one year Rs. 90,000/- .

- later than one year and not later than five years Rs. 450,000/-

- later than five years Rs. NIL

Lease payment recognised in profit and loss A/c for the period.

The total yearly lease payment is Rs. 90,000/- ,

Minimum lease per annum Rs. 90,000/-

Note 10 - Earning Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for the events of bonus issue.

For the purpose of calculating diluted earning per share, net profit or loss for the year attributable to equity shareholders and weighted average number of shares outstanding during the year are adjusted for the effect of all dilutive potential equity shares

Basic Earning per Share are disclosed in the profit and loss account. There is no Diluted Earnings per Share as there are no dilative potential equity shares.

Note 11 : Previous year figures have been regrouped/rearranged so as to make them comparable with current year's figures.

Note 12 : The Provision for Current year's Income Tax Rs. 17,76,410/-( Previous Year Rs. 32,84,776/-) has been made on estimated basis for the accounting year ended on 31/03/2012.The actual tax liabilities of the company will be determined on the basis of taxable income of the Company for A. Y. 2012-13

Note 13 :Based on the information available with the company, there are no suppliers who are registered as micro, small or medium enterprises under"The Micro, Small and Medium Enterprises Development Act 2006" as at March 31 st 2012.

Note 14 :Till the year ended March 31 2012 the company was using pre revised schedule VI toThe Companies act 1956, for preparation and presentation of its financial statements. During the year ended March 31,2012, the revised schedule VI notified under the companies act 1956 has become applicable to the company. The company has reclassified previous year figure to conform to this year's classification. The adoption of revised schedule VI does not impact recognition and measurement principles followed by the company for preparation of financial statements. However, it significantly impacts presentation and disclosure made in the financial statements, particularly presentation of balance sheet.

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Mar 31, 2011

1. Figures of previous year have been regrouped / rearranged wherever necessary.

2. Directors Remuneration

3. Foreign Exchange Earning and Outgo

4. Service Tax Demand disputed and pending with Appellate Tribunal:- - Against Resort & Hotel Business: Rs. 23,03,073/- in which the company has deposited Rs. 1150000/- Service Tax Penalty Disputed and pending with Appellate Tribunal: - - Against Real Estate Business: Rs. 34,10,080/- - Against Resort & Hotel Business: Rs. 23,03,073/- 6. Looking to nature of business of the company, quantitative details of land and stores are note herewith furnished.

Statement pursuant to section 212 of Companies Act, 1956 relating to Subsidiary Company

1. Name of Subsidiary : Sterling Resorts Private Limited

2. Financial Year of Subsidiary Company ended on : 31/03/2011

3. Date from which it became Subsidiary : 06/05/1986

4. Number of shares held by Sterling Greenwoods Limited : 64179 Equity shares of Holding Company) with its nominees in Rs. 10/- each fully paid up The Subsidiary at the end of the Financial Year of the Subsidiary

5. Extent of Shareholding interest of Holding Company : 95.08 At the end of the Financial year of the Subsidiary

Note : The subsidiary company has not commence its business activity hence details of profit & loss figures are not given.

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Mar 31, 2010

AS -4 - Contingencies and Events occurring after Balance sheet date.



Sr. No. Particulars Amount (Rs.)

1 Contingent Liabilities Nil

2 Liabilities Disputed under Income Tax Nil

3 Estimated Amount of Contracts remaining to be executed on Capital accounts and Nil not provided for

4 Material Events occurring after Balance sheet date are taken into cognizance. There have been no material changes or events since the date of balance sheet affecting financial statements as on the Balance sheet date. Further, the dates of Balance sheet, no events or circumstances have occurred, though properly excluded from the accounts, are of such importance that they ohould be disclosed through any medium.

- AS - 5 - Net Profit and Loss for the period, extra ordinary items and change in accounting policy.

1 Net Profit for the period

All items of income and expense in the period are included for determination of net profit of the year unless specifically mentioned elsewhere in the financial statements or required by an Accounting Standard. Prior period items, extra ordinary items and changes in accounting policy are disclosed only if those have material impact on the affairs of the company.

2 Prior Period items: All material items of Income/Expenditure pertaining to prior period and expenses to subsequent period are accounted separately.

3 Extra ordinary Items : Nil

4 Accounting Policies

The company has consistently followed accounting polices and there are no material changes in accounting policy of the company from that followed in previous year.

- AS - 6 - Depreciation Accounting

a) The Gross Block of fixed assets is stated at cost of acquisition or construction including any cost attributable to bringing the assets to their working condition for their intended use.

b) Depreciation on fixed assets is provided on Straight Line Basis at the rate prescribed in Schedule XIV to the Companies Act, 1956. On additions of Assets the depreciation is charged at full rate on additions made before 30 September 2010. The addition made afterwards is charged at half rate.

- AS -10 - Accounting of Fixed Assets

Fixed Assts reflected in the financial statements are stated at their cost of acquisition including taxes, duties (Net of Refunds) and other identifiable direct charges incurred upto date the asset is put to use less accumulated depreciation where charged.

- AS -13 - Accounting for Investments:-

The investments of the company are classified in to investments held for maturity and investment held other than for maturity. The company values its investments held for maturity at cost price ignoring any changes in the market price of the same. However, if change in value is on permanent basis, the same is recognized as profit or loss in profit and loss account. While investment held for other than maturity is valued at Market price by recognizing the same in profit and loss account.

- AS -15 - Accounting for retirement benefits

Contribution made to defined contribution retirement benefit plans viz Provident fund, Gratuity fund (through LIC Group Gratuity Scheme), which are recognized as expenses as they fall due and paid. All the above expenditures are debited to profit and loss account. However, the company has not made any provision of leave encashment during year.

- AS-17-Segment Reporting

(B) Segment accounting policies:

In addition to the significant accounting policies applicable to the business segment as set out in notes to the accounts, the accounting Policies in relation to segment accounting are as under: (a) Segment assets and liabilities:

Company is having two segments of business and Assets and Liabilities could not be bifurcated segment wise.

(b) Segment revenue and expenses

Segment revenue and expenses are taken directly as attributable to the segment. It does not include interest income on inter- corporate deposits, Profit on sale of investments, Interest expense, Provision for Contingencies and income-tax

AS -18 - Related Party Disclosure

A. List Related Parties and Relations

1. Subsidiaries, Fellow Subsidiaries and Associates

- Sterling Resorts Private Limited

2. Key Management Personnel



- Shri B. Kumar - Smt. Kusum B.Kumar

- Smt. Meeta Mathur - Mr. Anurag Agarwal

- Mr. Kunal Mathur - Mr. Ankit Mathur

- Mr. Umang Vyas - Mr. P. V. R. N. Iyer

- Mr. Jitendra Vyas



3. List of Relatives of Key Managerial Personnel and Enterprise over which Key Management Personnel and their relative excessive significant influence with whom transaction have taken place during the year

- Greenwood Recreation Pvt. Ltd. - Greenwood Organiser & Engineer Pvt. Ltd.

- Sterling Resorts Private Limited - B.Kumar

- Ankit Mathur - Kusum Kumar

- B.Kumar(HUF) - MeetaMathur

- Gaurav Mittal - Om Kumar - HUF

- P.N. Zutshi - Madhu Mittal - Manorama Agarwal - Radha Mittal

- Umeshchandra Agarwal - A & A Associates

- Paksh Developers Private Limited



AS-21 - Consolidated Financial Statements

Company is having a fully owned subsidiary namely "STERLING RESORTS PRIVATE LIMITED" Consolidated Balance

Sheet has been prepared accordingly.

AS - 22 - Accounting for Taxes on Income

Provision for current income taxes is made on taxable income at the rate applicable to the relevant assessment year.

There are deferred tax assets as calculated. However company has not recognized & provided provisions for the assets in the books of accounts.

AS - 28-Impairment of Assets

The carrying value of fixed assets is evaluated whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. There is no impairment loss recognized or identified during the reporting period.

AS - 29- Provisions, Contingent Liabilities and Contingent Assets

Contingent liabilities are not provided for but are disclosed after a careful evaluation of facts and legal aspects of the matter involved. In general, liabilities and contingencies are provided for it. If, in the opinion and at the discretion of the management, there are reasonable prospects of such liabilities crystallizing or future outcome of such contingencies is likely to be materially detrimental to business.

Income Tax Liabilities (For the Asst. Year 1995-96) of which appeal by Income Tax Department is pending before the Income Tax Appellate Tribunal against the demand reduced by the C.I.T. Company is contingently liable for the amounting of Rs.92,61,016/-. Company has not made the provisions for the above nor it has provided demand of interest U/s. 220 amounting of Rs.2,00,000 paid during the year accounted with Advance Income Tax.