To
The Members of
STERLING GREENWOODS LIMITED
Your Directors have pleasure in presenting 33rd Annual
Report together with the Audited Accounts of the Company for the Financial year ended 31st
March, 2025.
1. FINANCIAL HIGHLIGHTS:
(Rs. In Lakh)
Particulars |
2024-25 |
2023-24 |
| Revenue from Operations |
117.90 |
190.38 |
| Total Income |
144.95 |
249.56 |
| Profit before Interest, Depreciation and Tax
(PBIDT) |
19.04 |
(92.18) |
| Less: |
|
|
| Exceptional Items |
NIL |
NIL |
| Financial Expenses |
121.46 |
104.39 |
| Depreciation |
6.54 |
67.06 |
| Profit/(Loss) before tax |
(108.96) |
(249.31) |
| Provision for taxation |
|
|
| (i) Current Income Tax, |
NIL |
NIL |
| (ii) Tax Expenses relating to prior years |
NIL |
NIL |
| (iii) Deferred Tax |
20.87 |
65.71 |
| (iv) Mat Credit Entitlement |
NIL |
NIL |
| Profit after tax |
(88.09) |
(183.60) |
| Add / (Less): Prior Period Adjustment |
NIL |
Nil |
| Profit available for appropriation |
(88.09) |
(183.60) |
2. OPERATIONS:
During the year 2024-25, the Company has earned revenue from operations
of Rs. 117.90 lakhs as against Rs. 190.38 lakhs in the previous financial years. During
the financial year 2024-25, the Company has incurred a loss of Rs. 88.09 lakhs as against
loss of Rs. 183.60 lakhs for the previous financial year. However, your Directors are
hopeful to achieve better results in upcoming financial years.
Detailed discussions has been included in Management Discussion and
Analysis.
3. DIVIDEND:
During the year under review, the Company has incurred the loss hence
the Directors of the Company donot 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 CompaniesAct, 2013
and the Rules framed thereunder for the financial year under report. CSR Committee of the
Board will be constituted at the time of applicability of section 135 of the Act. Hence
CSR report is not required to be annexed.
7. DISCLOSURE UNDER COMPANIES ACT, 2013 (i) Number of
Meetings
During the year under review, 06, (Six) Board Meetings were convened
and held on 30th May, 2024, 8th August, 2024, 13th
August, 2024, 28th August, 2024, 28th October, 2024, and 14th February,
2025 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 |
6 |
4 |
| Mr. Nishant Singh |
Independent Director |
6 |
3 |
| Mrs. Shivani Shah |
Independent Director |
6 |
3 |
| Mr. Narendra Saini |
Whole-time Director |
6 |
6 |
| Mr. Sunny Mandalia |
Independent Director |
6 |
5 |
* Mr. Bharat Lekhi was ceased to be a Director of the Company w.e.f.
11.08.2025.
(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 14th February, 2025 without
attendance of Non-Independent Directors and members of the Management. The Directors
reviewed performance of the non-Independent Director and the Board as whole; the
performance of the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
(iv) Particulars of loans, guarantees or investments:
The details of loans given by the Company covered under the provisions
of Section 186 of the Companies Act, 2013 is provided in the notes to the financial
statement as on 31st March, 2025.
However, the Company has neither given any 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 30th
May, 2024, 13th August, 2024, 28th October, 2024, and 14th
February, 2025.
The Composition of the Audit Committee as on 31st March,
2025 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 |
Chairman |
4 |
4 |
| Independent Non-Executive Director |
|
|
|
| Mrs. Shivani Shah |
Member |
4 |
4 |
| Independent Non-Executive Director |
|
|
|
| *Mr. Bharat Lekhi |
Member |
4 |
4 |
| Managing Director |
|
|
|
* Mr. Bharat Lekhi was ceased to be a member of Audit Committee of the
Company w.e.f.
11.08.2025.
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 8th August, 2024. Following was the composition of the Committee as on
31st March, 2025.
Name |
Category |
No. of Meetings during the
year |
|
|
Held |
Attended |
| Mr. Nishant Singh |
Chairman |
1 |
1 |
| Independent Non-Executive Director |
|
|
|
| Mrs. Shivani Shah |
Member |
1 |
1 |
| Independent Non-Executive Director |
|
|
|
| Mr. Sunny Mandalia |
Member |
1 |
1 |
| Independent, Non-Executive Director |
|
|
|
8. Stakeholders Relationship Committee:
During the year under review, Stakeholders Relationship Committee met
four times on 30th May, 2024, 13th August, 2024, 28th
October, 2024, and 14th February, 2025.
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 |
Chairman |
4 |
4 |
| Independent Non-Executive Director |
|
|
|
| Mrs. Shivani Shah |
|
|
|
| Independent Non-Executive Director |
Member |
4 |
4 |
| * Mr. Bharat Lekhi |
|
|
|
| Managing Director |
Member |
4 |
4 |
* Mr. Bharat Lekhi was ceased to be a member of Stakeholders
Relationship Committee w.e.f. 11.08.2025.
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. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
During the year, the shareholders of the Company has confirmed the
appointment of Mr. Narender Saini as Director and Whole-time Director in the previous AGM.
There was no other change in Directorship of the Company.
However, Ms. Purnima Jain had resigned as a Company Secretary and
Compliance Officer of the Company w.e.f. 8th May, 2024. Mr. Siddharth Shah was
appointed as Company Secretary and Compliance Officer w.e.f. 8th August, 2024.
There were no other changes in KMP during the year.
After the closure of financial year Mr. Kantilal Panchal has resigned
from the post of Chief Financial Officer of the Company w.e.f. 21st July, 2025
and Mr. Bharat Lekhi has also resigned from the Directorship of the Company w.e.f. 11th
August, 2025.
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-B.
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 General Meeting (EOGM) was held on 10th May, 2017. However, director
approached National Company 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.
(2) The Company 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 defendents submitted in the court that both the parties have
arrived at consensus 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
.
(3) 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.
(4) 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.
The tenure of existing Statutory Auditors is being completed in the
ensuing Annual General Meeting of the Company and accordingly on recommendation of Audit
Committee of the Company, the Board of Directors of the Company has approved the
appointment of M/s. Nahta Jain & Associates, Chartered Accountants, Ahmedabad as a
Statutory Auditors of the Company, subject to approval of members at the ensuing AGM of
the Company. The Board has sought the approval from members of the Company at the ensuing
AGM.
EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATION OR
ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITORS IN THEIR REPORT:
The Statutory Auditor has raised the following qualifications in his
Audit Report:
1. Company has used accounting software for maintain it's books of
accounts which has feature of recording audit trail (edit log) facility but not fully
implemented by the Company in terms of maker checker control mechanism.
2. During the year under Audit the Company has not ascertained the
impairment of some the assets held at resort pursuant to the decision taken in the Board
Meeting dated 9th February, 2024.This being a technical in the nature, the
impairment is not quantifiable.
MANAGEMENT REPLY FOR QUERIES RAISED BY STATUTORY AUDITORS OF THE
COMPANY:
Reply of 1st query raised by Statutory Auditors:
The management is under process to purchase the suitable software and
implementation of the same in due course of time.
Reply of 2nd query raised by Statutory Auditors:
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 (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 the
Company has appointed Mr. Kinjal Shah a Company Secretary in practice to undertake the
Secretarial Audit of the Company for the financial year ended on 31st March,
2025. The Secretarial Audit report is annexed herewith as "Annexure C.
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) During the year, the Company has granted unsecured loan of Rs. 1.38
lakhs to subsidiary company M/s. Sterling Resorts Pvt. Ltd. in which one of the Director
of the Company was also holding Directorship in subsidiary company. However, Company has
not obtained approval from members and therefore to that extent Company has not complied
with the provisions of Section 185 of the Companies Act, 2013.
(ii) Company has made delay of 1 day in submission of shareholding
pattern with the stock exchange for the quarter ended on 31st March, 2025 to
that extent Company has not complied with the provisions of Regulation 31 of Securities
and Exchage Board of India (Listing Obligations and Disclosures Requirements) Regulations,
2015.
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-compliances 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 Annual Return of the Company for the Financial Year ended
on 31.03.2025 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%20-2024-2025.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.
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 HARASSMENT AT 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 2024-25 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- D"
The statement containing the names of top ten employees will be made
available on request sent to the Company on bharti.greenwoods@gmail.com
32. REPORTING OF FRAUD:
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and/ or Board under
section 143(12) of Act and Rules framed thereunder.
33. MATERNITY BENEFIT COMPLIANCE:
The Company is fully compliant with the Maternity Benefit Act, 1961,
ensuring all eligible employees receive maternity benefits as prescribed. No violations
were reported during the year.
34. COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Directors confirm that, Company complies with applicable mandatory
Secretarial Standards issued by The Institute of Company Secretaries of India.
35. ACKNOWLEDGEMENT
The Directors extend their sincere thanks to the Bankers, Financial
Institutions, Central Government and State Government Authorities and all business
associates of the Company for the co-operation.
The Directors also place on record the efforts made by the employees,
workers and all other associated with the Company for making their organization
successful.
