Sterling Green Woods Ltd

To

The Members of

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

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lakh)

2. OPERATIONS:

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

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

3. DIVIDEND:

During the year under review, the Company has incurred the loss hence the Directors of the Company do not recommend dividend.

4. INDUSTRIAL RELATIONS:

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels.

5. TRANSFER TO RESERVE

During the year under review Company has not transferred any amount to reserves.

6. CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act, 2013 and Rules framed thereunder provides that certain companies are require to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending the amount.

The Company is not covered under section 135 of the Companies Act, 2013 and the Rules framed thereunder for the financial year under report. CSR Committee of the Board will be constituted at the time of applicability of section 135 of the Act. Hence CSR report is not required to be annexed.

7. DISCLOSURE UNDER COMPANIES ACT, 2013 (i) Number of Meetings

During the year under review, 07, (Seven) Board Meetings were convened and held on 4^th May, 2023, 2^nd August, 2023, 2^nd September, 2023, 12^th December, 2023, 2^nd November, 2023 and 9^th February, 2024 details of which are given below.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

* Ceased to be a Director w.e.f. 10^th December, 2023

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.

The Independent Directors met on 24^th January 2024 without attendance of Non-Independent Directors and members of the Management. The Directors reviewed performance of the 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.

The Company has neither given any loans, guarantees nor made investments covered under the provisions of Section 186 of the Companies Act, 2013

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

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

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.

During the year under review, Nomination & Remuneration Committee met on 12^th December, 2023. Following was the composition of the Committee as on 31^st March, 2024.

8. Stakeholders Relationship Committee:

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

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

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.

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".

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.

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.

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

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.

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

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

In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Bharat Lekhi , Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of the Directors has recommended his re-appointment.

The events occurred after the year end but before the signing of the Directors' Report; has been disclosed here to update the shareholders.

Pursuant to the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an evaluation of its own performance, the directors individually including Non-Executive and Independent Directors as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

At present the Company does not have the policy of payment of remuneration to Non-Executive Directors except by way of sitting fees for attending the meeting of the Board or a committee thereof.

The Company has policy for determining and accounting for the remuneration of Executive Directors. Their remuneration is governed by external competitive environment; track record, potential, individual performance and performance of the Company. The remuneration determined for the Executive Directors is subject to the approval of Remuneration Committee of the Board of Directors.

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.

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.

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The disclosure of related party transactions as required under section 134(3) (h) of the Companies Act, 2013 in form AOC-2 is attached as Annexure-I.

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:

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.

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.

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.

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.

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.

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.

(1) (a) Special notice and requisition under section 100(2) read with section 169 of The Companies Act, 2013 and the rules framed there under received from one shareholder for removal of one of the Director of the Company.Pursuant to special notice Extra Ordinary Genereal Meeting (EOGM) was heald on 10th May, 2017. However, director approched National Compnay Law Tribunal (NCLT) under Section 241 & 242 of the Companies Act, 2013. NCLT has directed that results of voting at EOGM can be declared by the company, however implementation have been stayed till the tribunal directs otherwise.

(1) (b) One of the Shareholder approach National Company Law Tribunal (NCLT) under section 58 & 59 of the Companies Act, 2013 for rectification of register of member.

(1) (c) The Company is in receipt of NCLT order stating that the original petitioners to the CP 65 of 2017 with the Company Appeal No.15 of 2017 unconditional withdrawn allowed by the NCLT along with pending IAS dismissed as removed infrctuous vide order delivered on 13.09.2023.

(1) (d). The Company is in process of assessing the impect, if any, on the financial statements of the said order received on 13.09.2023.

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

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

(4) (a). The Company is in receipt of letter dt.15.06.18 from BSE and subsequently email communication dated 06.08.2018 from SEBI alongwith encloser of letter from anonymous person asking clarification on Transfer of substantial Companies Projects/Land parcels/ assets in FY 2009-10. The Company had appointed an independent professional to inquire in the subject matter.

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

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

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.

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

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

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

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

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

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Punit Santosh Kumar Lath a Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B.

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

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

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

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

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

The extract of Annual Return is no longer required to be attached with the Director's Report u/ s 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management & Administration) Rules, 2014 vide notifications issued by Ministry of Corporate Affairs (MCA) dated 28/08/2020 and 05/03/2021.

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the Annual Return of the Company for the Financial Year ended on 31.03.2024 in the Form MGT-7 is available on the website of the Company.

The link to access the Annual Return is https://sterlinggreenwoods.com/wp-content/uploads/ 2023/09/ Annual%20Return%20-2022-2023.pdf

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.

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

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

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.

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

As required under section 134 (3) (m) of the Companies Act, 2013 and the rules made therein, the concerned particulars relating to, the Company does not consume Energy in its business so matter of Energy Conservation is not applicable to Company. Company does not engage in such business to undertake any Technology Absorption. However, to save the power, it has installed Solar Water Heating Systems and also installed CFL lamps at its Resort. Company does not have any Export Earnings and Outgo in the Financial Year 2023-2024 hence particulars of Foreign Exchange earnings and outgo are not applicable to the Company.

During the year under review there are no applications made/pending by or against the company under the Insolvency and Bankruptcy Code, 2016.

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.

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

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

The statement containing the names of top ten employees will be made available on request sent to the Company on kantilal.sterlinggreenwoods@gmail.com

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

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

The Directors also place on record the efforts made by the employees, workers and all other associated with the Company for making their organization successful.