DIRECTORS' REPORT To, The Members 1. Your Directors have pleasure in presenting the 23rd Annual Report together with the Audited Accounts of the Company for the Company for the year ended, 31st March 2015. 2. DIVIDEND :- With a view to conserve the resources, your Directors do not recommend any dividend for the financial year 2014-2015 3. OPERATIONS & FUTURE PROJECTS :- During the year under report turnover has Dicreased from Rs. 491.74 lacs to Rs. 321.96 lacs, due to same profit after tax has gone down from Rs.72.38 lacs to Rs. 0.37 lacs. The same has happened due to Greenwoods lake resort lease rent not booked for the year The Directors are endeavoring to improve the performance of the Company in the coming years. FUTURE PROSPECTS TPM Project- It is published in the leading newspaper that government has prepared draft guidelines in regards to NA of land at Ognaj Village and these are expected to be cleared soon by Government of Gujarat. We will apply again for NA as soon as Gujarat Government declares its notification on the same. Mount Abu- Mount Abu Land is clear now and mutation of the land has been successfully completed and lease for the land is been extended up to 2030 by competent authorities of Rajasthan Government. Greenwoods Lake Holiday Resort-We have applied for impact of our Greenwoods Lake Holiday Resort and we are expecting this to be cleared by 30th August'2015. We are also planning to upgrade the resort and launch membership drive after getting back the possession from M/S Shangar Hospitality 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 CORPORATE SOCIAL RESPONSIBILITY Section 135 of the Companies Act, 2013 and framed Rules thereunder provides that certain Companies are require to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending the amount. The company is not covered under section 135 of the companies Act 2013 and the Rules framed thereunder for the financial year under report. CSR Committee of the Board will be constituted at the time of applicability, of section 135 of the Act. Hence CSR report is not required to be annexed. 6 Disclosure under Companies Act 2013 (i) Share Capital The paid up equity capital as on March 31, 2015 was Rs. 42,396,880.00 During the year under review, The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity nor bonus share. (ii) Number of meeting A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 8 Board Meetings were convened and held. The details of which are given Blow. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (iii) Statement on declaration given by independent director All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013. (iv) Independent Directors' Meeting The Independent Director met on 24.03.2015, Without attendance of Non-Independent Directors and members of the Management. The Director review 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. (v) Particulars of loans, guarantees or investments: The company has neither given any loans or guarantees nor made investments covered under the provisions of section 186 of the Companies Act, 2013 (vi) Composition of Audit Committee During the year under review Audit Committee met four times on May 30, 2014, August 13, 2014, and November 14, 2014 February 04, 2015. The intervening gap between two meetings did not exceed four months. The Chief Financial Officer and representatives of Statutory Auditors are invited to the meetings of the Audit Committee. 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. (vii) Nomination & Remuneration Committee: During the year under review Nomination & Remuneration Committee met two times on 26th July 2014, 5th November, 2014 and February 04, 2015. 7. Corporate Governance Vide circular No. CIR/CFD/POLICY CELL/7/2014 dated 15.09.2014. SEBI has revised clause 49 of the listing agreement. The said clause has come into effect from 01.10.2014. The said clause is not mandatory, for time being, in respect of Companies having paid up equity share capital not exceeding is Rs. 10 Crore and net worth not exceeding Rs. 25 Crore. In view this the Company is not required to give C.G Report. 8. Business Risk management Pursuant to section 134 (3) (n) of the Companies Act, 2013 the company has carried out an exercise to identify elements of risk factors and has not identified any element of risk which may threaten the existence of the company. 9. Internal Control System The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Audit Department monitors 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. 10. 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. The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. 11. Director and key managerial personnel (i) Retirement by rotation Directors Shri Basant kumar retires by rotation and, being eligible, offer themselves for re appointment. The Directors recommend Shri Basant kumar for re-appointment. (ii) Appointment Mr. Milind Desai was appointed as an Additional Director of the Company with effect from 04th February, 2015. (iii) Appointment of Independent Director Shri. Padmanabh Iyer, Shri Virendra singh Rawat and Shri Sudhir Kulkarni were appointed as independent directors under section 149 of the Companies Act, 2013 in the last A.G.M. held on 30th September 2014 to hold office for 5 (Year) consecutive years i.e. for a term up to the conclusion of 27th Annual General Meeting of the company in the calendar year 2019. (iv) Evolution of Board Performance The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. (v) Remuneration Policy (a) Remuneration to Non-Executive Directors 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. (b) Remuneration to Executive Directors The Company has credible and transparent policy in 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 as well as industrial standards. The remuneration determined for the Executive Directors is subject to the approval of Remuneration Committee of the Board of Directors. (vi) Appointment of Key Managerial personnel During the period under review, Mr. Kantilal Panchal was appointed as a Chief financial officer and Compliance Officer w.e.f. 5th November, 2014, Mr. Divyesh Ashwar was appointed as secretary w.e.f. 4th February, 2015 and Mr,. Ashish Raval was appointed as Chief Executive Officer of the Company w.e.f. 4th February, 2015. 12. 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 have been followed. (ii) 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 at the end of the financial year and of the profit or loss of the Company for the year under review. (iii) The directors have 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 have 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. 13. Fixed 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. 14 Related Party Transaction 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. Accordingly the disclosure of related party transaction as required under section 134(3)(h) of the companies Act, 2013 in form AOC 2 is not applicable 15. Significant material orders passed by the 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. 16. Subsidiary Company The Company had 1 Subsidiary at the beginning of the year. A statement containing brief financial details of the subsidiaries is included in the Annual Report. Pursuant to the provisions of section 129,134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Clause 41 of the Listing Agreement, your Company had prepared consolidated financial statements of the company and its subsidiaries and a seperate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of the Annual Report. 17. Auditors (i) Statutory Auditor 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 (ii) Secretarial Auditor 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 Shri Ashwin Shah, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A" 18. Extract of Annual Return The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B". 19. 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. 20. Prevention Of Sexual Harassment At Workplace As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment. 21. 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 thepower, 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 2014-15; hence particulars of Foreign Exchange are not applicable to the Company. 22. Particulars of employees The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance. 23. Acknowledgement The directors extend their sincere thanks to the Bankers, Financial Institutions, Central Government and State Government Authorities and all associated with 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. For and on behalf of the Board Sterling Greenwoods Limited Bharat Kumar Lekhi Managing Director Place : Ahmedabad Date : 10th August, 2015 |