Sterling Holiday Financial Services Ltd. के निदेशक की रिपोर्ट

Mar 31, 2014

Dear Members,

The Board of Directors are pleased to present the 23rd Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

(Rs. in lakhs)

Particulars Year Ended Year Ended

31.03.2014 31.03.2013

Profit/(Loss) Before Depreciation & Tax (17.32) 2.58

Less: Depreciation 0.33 0.44

Profit/(Loss) Before Tax (17.65) 2.14

Profit/(Loss) After Tax (17.65) 2.14

Add : Balance B/f from previous year (1611.90) (1614.04)

Balance carried to Balance Sheet (1629.55) (1611.90)

The financial statements have been prepared in accordance with the prudential norms prescribed by the RBI for Non-Banking Financial Companies.

PERFORMANCE OF THE COMPANY

The steps taken by the Company in recovering the money from its borrowers yielded results and started settling the liabilities to its creditors. Your Company''s major borrowers have settled their dues and the said funds were utilized for settling the dues to its bankers. The Company has settled its liabilities to all its bankers.

During the current year the Stock on Hire stood at Rs. 796.56 Lakhs and the Gross Lease Receivable stood at Rs. 630.56 lakhs.

Your Company own time shares allotted by Sterling Holiday Resorts (India) Limited. In view of the current status of the Resorts, people are showing interest for purchase of these time shares. Your Company is confident of selling all these time shares during the current year and use the funds for the operations of the Company.

FOREX SERVICES

Your Company has earned an income of Rs. 12.30 lakhs for the year ended 31st March 2014. Further, your Company hopes to achieve a sizeable increase in income from the Forex Services during the current year due to various steps taken by us. Your Company is taking efforts to have arrangements with leading Public Sector Undertakings and other Corporate Sectors which has resulted in enlisting new clientele in order to increase the revenue for the Company in the years to come.

BUSINESS PROSPECTS

Your Company has been making efforts to enter into new avenues in marketing debt and equity products for various institutions and banks. Further, your Company is also making arrangements with these institutions in marketing other products, such as marketing of housing, etc. With this your Company is expecting sizable income in both fund and non-fund based activities during the current year.

FIXED DEPOSIT

Your Company holds public deposits amounting to Rs. 30.43 lakhs as at 31.03.2014. In view of the efforts taken by the Company in realizing the dues from its borrowers, your Company is confident to settle the balance amount during the current year.

DIRECTORS

M/s. P.N. Mohan and Ramesh K Shrivastav, Directors will be retiring at this Annual General Meeting and, being eligible, offer themselves for re-appointment in terms of Articles of Association of the Company.

The brief resume of the above said Directors and other connected information have been detailed in the Notice convening the 23rd Annual General Meeting of the Company. Appropriate resolutions to their re-appointment are being placed for approval of the shareholders at the ensuing Annual General Meeting.

AUDITORS

M/s. P. Chandrasekar, Chartered Accountants, Chennai, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them, stating that the appointment, if made, will be within the prescribed limit under Section 224(1B) of the Act.

AUDITORS'' REPORT

With reference to the observations made by the Auditors in point 4 f(i) to (vii) in their report, your Directors in terms of Section 217(3) of the Companies Act, 1956, wish to explain and clarify the position hereunder:

1. In respect of advances aggregating to Rs. 216.92 lakhs towards investment in shares in certain companies including subsidiary company, the Company considering all the proposed investments as long-term investments. In the opinion of the Directors, no provision is therefore considered necessary and wherever possible, steps are being taken to recover the amounts.

2. In respect of investments in quoted and unquoted shares, the investments are long term in nature and hence valued at cost. Hence no provision for diminution in value is considered necessary.

3. The Company has initiated legal action for recovery of its dues and is confident of recovery. Hence, provisioning has not been considered necessary to the extent required as per RBI guidelines.

4. As regards non provision of interest on the Non-Convertible Debenture is concerned, the Company has repaid the entire debentures except to an amount of Rs. 2.76 lakhs for which the Company has made a deposit of Rs. 2.70 lakhs with ICICI Bank. The Trustees of the Debenture without any lien. The Company is unable to locate the debenture holders who are spread over the Country. However, this amount would be utilized to pay off the respective debenture holders as and when they claim.

Hence no provision is considered necessary.

5. The observation on non provisioning of interest on deposits is self explanatory.

6. In view of the current financial position of M/s. Sterling Holiday Resorts (India) Limited and its plan to refurbishing the existing resorts and completion of new resorts your Company is confident in realizing the amount invested in Sterling Happy Vista Timeshare units allotted by them in settlement of Hire Purchase facilities extended to them.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Statement of information as per Section 217(1)(e) of the Companies Act, 1956 relating to conservation of energy, technology absorption, etc. is not applicable to the activities of the Company.

PARTICULARS OF EMPLOYEES

During the year under review, none of the employees of your Company were in receipt of remuneration in excess of the limits prescribed for disclosure as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors'' to the best of their knowledge and belief confirm:

i. that in the preparation of the Statement of Profit and Loss for the year ended 31st March, 2014 and the Balance Sheet as at that date ("Annual Accounts"), the applicable accounting standards had been followed except to the extent otherwise stated;

ii. that the Directors had selected such accounting policies and applied them consistently, except to the extent otherwise stated and made judgements and estimates that are 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 that period;

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the accounts for the Financial Year ended 31st March 2014 "on a going concern basis".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement of the Stock Exchanges, Management Discussion and Analysis Report is annexed herewith and forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the mandatory Provisions of Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges to the extent possible. A separate Report on Corporate Governance is included as a part of the Annual Report along with the Auditors'' Certificates of Compliance. Audit Committee, Remuneration Committee, Investors'' Grievance Committee and Share Transfer Committee have been constituted/re-constituted.

LISTING STATUS

The Company''s shares are listed with Madras, Bombay and Ahmedabad Stock Exchanges. The Company has filed an application for re-listing of its shares de-listed by the Bombay Stock Exchange.

SUBSIDIARY

Sterling Securities & Futures Ltd, the subsidiary of the Company is a Member of the Bangalore Stock Exchange Ltd. Due to high volatility in the secondary market conditions, the Company did not transact any business on the Stock Exchange.

ACKNOWLEDGEMENTS

The Directors gratefully acknowledge the continued support, faith and cooperation extended by the shareholders, debenture holders and depositors of the Company. Further your Directors acknowledge and express their heartfelt gratitude for the guidance and support given by the Bankers of the Company and other Central & State Government Agencies. Your Directors wish to place on record their appreciation of the continued excellent work done by all the employees of the Company during the year.

For and on behalf of the Board

Chennai K. CHANDRASEKARAN M. NAMASIVAYAM 1st September, 2014 Managing Director Director

---

Mar 31, 2013

The Board of Directors are pleased to present trie 22nd Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2013.

(Rs. in lakhs)

Year Ended Year Ended Particulars 31.03.2013 31.03.2012

Profit / (Loss) Before Depreciation & Tax 2.58 63.87

Less: Depreciation 0.44 0.49

Profit / (Loss) Before Tax 2.14 63.38

Profit / (Loss) After Tax 2.14 63.38

Add: Balance B/f from previous year (1614.04) (1677.42)

Balance carried to Balance Sheet (1611.90) (1614.04)



The financial statements have been prepared in accordance with the prudential norms prescribed by the RBI for Non-Banking Financial Companies.

PERFORMANCE OF THE COMPANY

The steps taken by the Company in recovering the money from its borrowers yielded results and started settling the liabilities to its creditors. Your Company''s major borrowers have settled their dues and the said funds were utilized for settling the dues to its bankers. The Company has settled its liabiilities to all its bankers.

During the current year the Stock on Hire stood at Rs. 796.56 Lakhs and the Gross Lease Receivable stood at Rs. 630.56 lakhs.

Your company has made a profit of Rs.2.14 lakhs during the year under review.

FOREX SERVICES

Your Company has earned an income of Rs.44.25 lakhs for the year ended 31s1 March 2013. Further, your Company hopes to achieve a sizeable increase in income from the Fore Services during the current year due to various steps taken by us. Your Company is taking efforts to have arrangements with leading Public Sector Undertakings and other Corporate Sectors which has resulted in enlisting new clientele in order to increase the revenue for the Company in the years to come.

BUSINESS PROSPECTS

Your Company has been making efforts to enter into new avenues in marketing debt and equity products for various institutions and banks. Further, your Company is also making arrangements with these institutions in marketing other products, such as marketing of housing, etc. With this your Company is expecting sizable income in both fund and non-fund based activities during the current year.

FIXED DEPOSIT

Your Company holds public deposits amounting to Rs.30.43 lakhs as at 31.03.2013. In view of the efforts taken by the Company in realizing the dues from its borrowers, your Company is confident to settle the balance amount during the current year.

DIRECTORS

M/s G. Sundaram and K. Purushothaman, Directors will be retiring at this Annual General Meeting and, being eligible, offer themselves for re-appointment in terms of Articles of Association of the Company.

The brief resume of the above said Directors and other connected information have been detailed in the Notice convening the 22nd Annual General Meeting of the Company. Appropriate resolutions to their re-appointment are being placed for approval of the shareholders at the ensuing Annual General Meeting. The Directors recommondeJ (he aforesaid re-appointments as Directors of the Company.

AUDITORS

M/s P. Chandrasekar, Chartered Accountants, Chennai, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them, stating that the appointment, if made, will be within the prescribed limit under Section 224(1 B) of the Act.

AUDITORS'' REPORT

With reference to the observations made by the Auditors'' in point 4 f(i) to (vii) in their report, your Directors in terms of Section 217(3) of the Companies Act, 1956, wish to explain and clarify the position hereunder :

1. In respect of advances aggregating to Rs.216.92 lakhs towards investment in shares in certain companies including subsidiary company, the Company is considering all the proposed investments as long term investments. In the opinion of the Directors, no provision is therefore considered necessary and wherever possible, steps are being taken to recover the amounts.

2. In respect of investments in quoted and unquoted shares, the investments are long term in nature and hence valued at cost. Hence no provision for diminution in value is considered necessary.

3. The Company has initiated legal action for recovery of its dues and is confident of recovery. Hence provisioning has not been considered necessary to the extent required as per RBI guidelines.

4. As regards non provision of interest on the Non-Convertible Debenture is concerned, the Company has repaid the entire debentures except to an amount of Rs.2.76 lakhs for which the Company has made a deposit of Rs.2.70 lakhs with ICICI Bank, the Trustees of the Debenture without any lien. The Company is unable to locate the debenture holders who are spread over the Country. However, this amount would be utilized to pay off the respective debenture holders as and when they claim. Hence no provision is considered necessary.

5. The observation on non provisioning of interest on deposits is self explanatory.

6. In view of the current financial position of M/s Sterling Holiday Resorts (India) Limited and its plan to refurbishing the existing resorts and completion of new resorts your Company is confident in realizing the amount invested in Sterling Happy Vista Timeshare units allotted by them in settlement of Hire Purchase facilities extended to them.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Statement of information as per Section 217(1)(e) of the Companies Act, 1956 relating to conservation of energy, technology absorption, etc. is not applicable to the activities of the Company.

PARTICULARS OF EMPLOYEES

During the year under review, none of the employees of your Company were in receipt of remuneration in excess of the limits prescribed for disclosure as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors'' to the best of their knowledge and belief confirm:

i. that in the preparation of the Statement of Profit and Loss for the year ended 31s1 March, 2013 and the Balance Sheet as at that date ("Annual Accounts"), the applicable accounting standards had been followed, except to the extent otherwise stated;

ii. that the Directors'' had selected such accounting policies and applied them consistently, except to the extent otherwise stated and made judgements and estimates that are 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 that period,

in. that the Directors'' had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors'' had prepared the accounts for the Financial Year ended 3 Is'' March 2013 "on a going concern basis".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement of the Stock Exchanges, Management Discussion and Analysis Report is annexed herewith and forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the mandatory Provisions of Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges to the extent possible. A separate Report on Corporate Governance is included as a part of the Annual Report along with the Auditors'' Certificates of Compliance. The Company has appointed an Additional Independent Director. Audit Committee, Remuneration Committee, Investors'' Grievance Committee and Share Transfer Committee have been constituted/re-constituted.

LISTING STATUS

The Company''s shares are listed with Madras, Bombay and Ahmedabad Stock Exchanges. The Company has filed an application for relisting of its shares delisted by the Bombay Stock Exchange.

SUBSIDIARY

Sterling Securities & Futures Ltd, the subsidiary of the Company is a Member of the Bangalore Stock Exchange Ltd. Due to high volatility in the secondary market conditions, the Company did not transact any business on the Stock Exchange.

ACKNOWLEDGEMENTS

The Directors gratefully acknowledge the continued support, faith and cooperation extended by the sharehold- ers, debentureholders and depositors of the Company. Further your Directors acknowledge and express their heartfelt gratitude for the guidance and support given by the Bankers of the Company and other Central & State Government Agencies. Your Directors wish to place on record their appreciation of the continued excellent work done by all the employees of the Company during the year.



For and on behalf of the Board



Chennai K. PURUS.HOTHAMAN K.CHANDRASEKARAN

301* May, 2013 Director Managing Director

---

Mar 31, 2012

The Board of Directors are pleased to present the 21st Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2012.

(Rs. in lakhs)

Year Ended Year Ended Particulars 31.03.2012 31.03.2011

Profit / (Loss) Before Depreciation & Tax 63.87 6.93

Less: Depreciation 0.49 0.46

Profit / (Loss) Before Tax 63.38 6.47

Profit / (Loss) After Tax 63.38 6.47

Add: Balance B/f from previous year (1677.42) (1683.89)

Balance carried to Balance Sheet (1614.04) (1677.42)



The financial statements have been prepared in accordance with the prudential norms prescribed by the RBI for Non-Banking Financial Companies.

PERFORMANCE OF THE COMPANY

Your Company has been improving the collection of dues from its borrowers. The steps taken by the Company in recovering the money from its borrowers yielded good results and started settling the liabilities to its creditors. Your Company's major borrowers have settled their dues and the said funds were utilized for settling the dues to its bankers.

During the current year the Stock on Hire stood at Rs. 796.56 Lakhs and the Gross Lease Receivable stood at Rs. 657.36 lakhs.

It is a pleasure to inform that the profit of your company during the year under review has increased to Rs.63.38 lakhs as against the profit of Rs. 6.47 lakhs during the previous year.

FOREX SERVICES

Your Company has earned an income of Rs.70.13 lakhs as on 31.03.2012 as against Rs. 32.85 lakhs during the last year. Further, your Company hopes to achieve a sizeable increase in income from the Forex Services during the current year due to various steps taken by us. Your Company is taking efforts to have arrangements with leading Public Sector Undertakings and other Corporate Sectors which has resulted in enlisting new clientele in order to increase the revenue for the Company in the years to come.

BUSINESS PROSPECTS

Your Company has been making efforts to enter into new avenues in marketing debt and equity products for various institutions and banks. Further, your Company is also making arrangements with these institutions in marketing other products, such as marketing of housing, etc. With this your Company is expecting sizable income in both fund and non-fund based activities during the current year.

FIXED DEPOSIT

Your Company holds public deposits amounting to Rs.30.43 lakhs as at 31.03.2012. In view of the efforts taken by the Company in realizing the dues from its borrowers, your Company is confident to settle the balance amount during the current year.

DIRECTORS

M/s P. N. Mohan and Ramesh K Shrivastav, Directors will be retiring at this Annual General Meeting and, being eligible, offer themselves for re-appointment in terms of Articles of Association of the Company. Mr. M. Namasivayam has been appointed as Additional Directors of the Company with effect from 28.03.2012 and shall hold office upto the date of this Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 along with deposit of Rs.500/- has been received from a member proposing Mr. M. Namasivayam as Director of the Company.

Mr R. Ramesh, has been re- appointed as Whole-time Director of the Company for a period of Five years commencing from 27.08.2012 subject to approval of the Central Government and other Statutory Act.

The brief resume of the abovesaid Directors and other connected information have been detailed in the Notice convening the 21" Annual General Meeting of the Company. Appropriate resolutions for their re-appointment/appointment are being placed for approval of the shareholders at the ensuing Annual General Meeting. The Directors recommend the aforesaid appointments as Directors / Wholetime Director of the Company.

AUDITORS

M/s P. Chandrasekar, Chartered Accountants, Chennai, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them, stating that the appointment, if made, will be within the prescribed limit under Section 224(1 B) of the Act.

AUDITORS' REPORT

With reference to the observations made by the Auditors' in point 4 f(i) to (vii) in their report, your Directors in terms of Section 217(3) of the Companies Act, 1956, wish to explain and clarify the position hereunder :

1. In respect of advances aggregating to Rs.216.60 lakhs towards investment in shares in certain companies including subsidiary company, the Company is considering all the proposed investments as long term investments. In the opinion of the Directors, no provision is therefore considered necessary and wherever possible, steps are being taken to recover the amounts.

2. In respect of investments in quoted and unquoted shares, the investments are long term in nature and hence valued at cost. Hence no provision for diminution in value is considered necessary.

3. The Company has initiated legal action for recovery of its dues and is confident of recovery. Hence provisioning has not been considered necessary to the extent required as per RBI guidelines.

4. As regards non provision of interest on the Non-Convertible Debenture is concerned, the Company has repaid the entire debentures except to an amount of Rs.2.76 lakhs for which the Company has made a deposit of Rs.2.70 lakhs with ICICI Bank, the Trustees of the Debenture without any lien. The Company is unable to locate the debenture holders who are spread over the Country. However, this amount would be utilized to pay off the respective debenture holders as and when they claim. Hence no provision is considered necessary.

5. The observation on non provisioning of interest on deposits is self explanatory.

6. In view of the current financial position of M/s Sterling Holiday Resorts (India) Limited and its plan to refurbishing the existing resorts and completion of new resorts your Company is confident in realizing the amount invested in Sterling Happy Vista Timeshare units allotted by them in settlement of Hire Purchase facilities extended to them.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Statement of information as per Section 217(1)(e) of the Companies Act, 1956 relating to conservation of energy, technology absorption, etc. is not applicable to the activities of the Company.

PARTICULARS OF EMPLOYEES

During the year under review, none of the employees of your Company were in receipt of remuneration in excess of the limits prescribed for disclosure as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors' to the best of their knowledge and belief confirm:

i. that in the preparation of the Statement of Profit and Loss for the year ended 31st March, 2012 and the Balance Sheet as at that date ("Annual Accounts"), the applicable accounting standards had been followed, except to the extent otherwise stated;

ii. that the Directors' had selected such accounting policies and applied them consistently, except to the extent otherwise stated and made judgements and estimates that are 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 that period;

iii. that the Directors' had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors' had prepared the accounts for the Financial Year ended 31st March 2012 "on a going concern basis".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement of the Stock Exchanges, Management Discussion and Analysis Report is annexed herewith and forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the mandatory Provisions of Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges to the extent possible. A separate Report on Corporate Governance is included as a part of the Annual Report along with the Auditors' Certificates of Compliance. The Company has appointed an Additional Independent Director. Audit Committee, Remuneration Committee, Investors' Grievance Committee and Share Transfer Committee have been constituted/re-constituted.

LISTING STATUS

The Company's shares are listed with Madras, Bombay, Ahmedabad and Coimbatore Stock Exchanges. The Company has filed an application for relisting of its shares delisted by the Bombay Stock Exchange.

SUBSIDIARY

Sterling Securities & Futures Ltd, the subsidiary of the Company is a Member of the Bangalore Stock Exchange Ltd. Due to high volatility in the secondary market conditions, the Company did not transact any business on the Stock Exchange.

ACKNOWLEDGEMENTS

The Directors gratefully acknowledge the continued support, faith and cooperation extended by the shareholders, debenture holders and depositors of the Company. Further your Directors acknowledge and express their heartfelt gratitude for the guidance and support given by the Bankers of the Company and other Central & State Government Agencies. Your Directors wish to place on record their appreciation of the continued excellent work done by all the employees of the Company during the year.

For and on behalf of the Board

Chennai P.N. Mohan K.CHANDRASEKARAN

31st August, 2012 Director Managing Director

---

Mar 31, 2011

The Board of Directors are pleased to present the 20th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2011.

(Rs. in lakhs)

Year Ended Year Ended Particulars 31.03.2011 31.03.2010

Profit/(Loss) Before Depreciations Tax 6.93 27.31

Less: Depreciation 0.46 0.60

Profit / (Loss) Before Tax 6.47 26.71

Profit / (Loss) After Tax 6.47 26.71

Add: Balance B/f from previous year (1683.89) (1710.60)

Balance carried to Balance Sheet (1677.42) (1683.89)

The financial statements have been prepared in accordance with the prudential norms prescribed by the RBI for Non-Banking Financial Companies.

PERFORMANCE OF THE COMPANY

Your Company has taken all out efforts to recover money from its borrowers and settling the liability under Fixed Deposit and other creditors. The Company has been able to enter One Time Settlement with two of its borrowers. Your Company is planning to clear its liabilities to the creditors out of the collection received by way of settlement. As on 31.03.2011 Stock on Hire stood at Rs.943.45 lakhs and the Gross Lease Receivables stood at Rs.725.88 lakhs. Your Company has made a profit of Rs.6.47 lakhs during the year under review.

FOREX SERVICES

Your Company has earned a revenue of Rs.32.85 lakhs for the year ended 315t March, 2011. However, in view of the continuous efforts, your Company has been able to improve its business under Forex Division during the last three months. As a result of this, your Company will make sizable increase in the business during the current year.

In addition, your Company is also having arrangements with leading Public Sector Undertakings and other Corporate Sectors which has resulted in enlisting new clientele in order to increase the revenue for the Company in the years to come.

SETTLEMENT OF DUES

Your Company earlier settled its entire liabilities with all the banks of the Company except Union Bank of India and interest liability of State Bank of Travancore Limited. During the year under review your Company has entered One Time Settlement with Union Bank of India and settled the entire amount due to them. As advised by State Bank of Travancore Limited, the interest claimed by them has also been paid in full. Thus your Company has settled the entire dues to all the banks of your Company.

BUSINESS PROSPECTS

Your Company has been making necessary arrangements with various Institutions and Banks for marketing their debt and equity products. Further your Company is proposing to invest its funds in profitable business venture. The Company is in the process of identifying suitable people to carry on the new business. Your Company is expecting a sizable income in both fund based and non-fund based activities by tying up with various institutions.

TRAVELS & TOURISM

Your Company has earned an income of Rs.4.05 lakhs during the year under review by organizing tours for corporates. It is informed that M/s Sterling Holiday Resorts (India) Limited is in the process of completely refurbishing all Resorts which will result in attracting more customers. With this your Company will be able to organize more tours in the future particularly in the Corporate Sector by using its timeshares, In view of the increased facilities your Company is confident of earning sizable income in the years to come.

DEPOSITS

Your Company holds public deposits amounting to Rs.30.58 lakhs as at 31.03.2011. In view of the amicable settlement with two of your Company's borrowers, your Company will be able to settle the balance amount during the current year.

DIRECTORS

Your Director Mr. R Ramesh has to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment at the 20m Annual General Meeting to be held on 29,09.2011. '

Mr. G Sundararh and Mr. K Purushothaman have been appointed as Additional Directors of the Company with effect from 13.08.2011 and shall hold office up to the date of this Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 along with deposit of Rs.500/- each have been received from two members proposing Mr. G Sundaram and Mr. K Purushothaman as Directors of the Company.

AUDITORS

M/s P. Chandrasekar, Chartered Accountants, Chennai, retire at the conclusion of the Annual General Meeting and are eligible for re-appointment.

AUDITORS' REPORT

With reference to the observations made by the Auditors' in point 4 f(i) to (vii) in their report, your Directors in terms of Section 217(3) of the Companies Act, 1956, wish to explain and clarify the position hereunder:

1. in respect of advances aggregating to Rs.216.50 lakhs towards investment in shares in certain companies including subsidiary company, the Company is considering all the proposed investments as long term investments. In the opinion of the Directors, no provision is therefore considered necessary and wherever possible, steps are being taken to recover the amounts.

2. In respect of investments in quoted and unquoted shares, the investments are long term in nature and hence valued at cost. Hence no provision for diminution in value is considered necessary.

3. The Company has initiated legal action for recovery of its dues and is confident of recovery. Hence provisioning has not been considered necessary to the extent required as per RBI guidelines.

4. As regards non provision of interest on bank loans, the Company has paid entire dues to all its banks under One Time Settlement. As far as the Non-Convertible Debenture is concerned, the Company has repaid the entire debentures except to an amount of Rs.2.84 lakhs for which the Company has made a deposit of Rs.2.70 lakhs with ICICI Bank, the Trustees of the Debenture without any lien. The Company is unable to locate the debenture holders who are spread over the Country. However, this amount would be utilized to pay off the respective debenture holders as and when they claim, Hence no provision is considered necessary.

5. The observation on non provisioning of interest on deposits is self explanatory.

6. In view of the current financial position of M/s Sterling Holiday Resorts (India) Limited and its plan to refurbishing the existing resorts and completion of new resorts your Company is confident in realizing the amount invested in Sterling Happy Vista Times Share units allotted by them in settlement of Hire Purchase facilities extended to them.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Statement of information as per Section 217(1 )(e) of the Companies Act, 1956 relating to conservation of energy, technology absorption, etc. is not applicable to the activities of the Company. .

PARTICULARS OF EMPLOYEES

During the year under review, none of the employees of your Company were in receipt of remuneration in excess of the limits prescribed for disclosure as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors' to the best of their knowledge and belief confirm:

i. that in the preparation of the Profit and Loss Account for the year ended 31st March, 2011 and the Balance Sheet as at that date ("Annual Accounts"), the applicable accounting standards had been followed, except to the extent otherwise stated;

ii. that the Directors' had selected such accounting policies and applied them consistently, except to the extent otherwise stated and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii. that the Directors' had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors' had prepared the accounts for the Financial Year ended 31s( March 2011 "on a going concern basis".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement of the Stock Exchanges, Management Discussion and Analysis Report is annexed herewith and forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the mandatory Provisions of Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges to the extent possible. A separate Report on Corporate Governance is included as a part of the Annual Report along with the Auditors' Certificate of Compliance. The company has appointed in August 2011 two additional independent directors and the audit committee' has been constituted.

LISTING STATUS

The Company's shares are listed with Madras, Bombay, Ahmedabad and Coimbatore Stock Exchanges.

SUBSIDIARY

Sterling Securities & Futures Ltd, the subsidiary of the Company is a Member of the Bangalore Stock Exchange Ltd. Due to high volatility in the secondary market conditions, the Company did not transact any business on the Stock Exchange.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude for the co-operation and support extended by the shareholders, debenture holders and depositors of the Company. Further your Directors acknowledge and express their heartfelt gratitude for the guidance and support given by the Bankers of the Company and other Central & State Government Agencies. Your Directors express their appreciation to all the employees of the Company for their dedicated service and support rendered to the Company.

For and on behalf of the Board

Chennai RAMESH KSHRIVASTAV K.CHANDRASEKARAN

3rd September, 2011 Director Managing Director

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Mar 31, 2010

The Board of Directors are pleased to present the 19th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

(Rs. in lakhs)

Particulars Year Ended Year Ended 31,03.2010 31.03.2009

Profit/(Loss) Before Depreciation & Tax 27.31 8.07

Less: Depreciation 0.60 0.72

Profit/(Loss) Before Tax 26.71 7.35

Less: Provision for Tax

Fringe Benefit Tax 0.00 0.40

Profit/(Loss) After Tax 26.71 6.95

Add: Balance B/f from previous year (1710.60) (1717.55)

Balance carried to Balance Sheet (1683.89) (1710.60)



The financial statements have been prepared in accordance with the prudential norms prescribed by the Bl for Non Banking Financial Companies.

PERFORMANCE OF THE COMPANY

Your Company has been concentrating on recovery of dues from its debtors for settling the liability under fixed deposits, bank loans and other creditors. As on 31" March, 2010 Stock on Hire stood at Rs.982.51 lakhs and the Gross Lease Receivables stood at Rs. 728.22 lakhs. Your Company has made a profit of Rs.26.71 lakhs during the year under review.

Forex Services

The Forex Division in Overseas Trade Finance earned a revenue of Rs.40.17 lakhs for the year ended 31st March, 2010. The business is encouraging and the same will further be Improved during the current year.

Your Company is now getting loan syndication and import funding business from other parts of the country like Delhi, Calcutta, Mumbai, Nagpur, Andhra Pradesh, etc. Further, your Companys association with PSUs engaged in the International Commodity Trading such as MMTC, PEC, STCI, STCL, etc., has resulted in enlisting new clientele which would result in increase in revenue in the years to come. Efforts are being taken to extend its operation to other parts of the country.

Your Company has tied up with leading Nationalised Banks for loan syndication and debt-settlement for is valued customers which would also increase the revenue for the Company substantially.

SETTLEMENT OF DUES

As informed in the last report, the Company has already settled the amounts due to The Lakshmi Vilas Bank Limited, The Karur Vysya Bank Limited and ICICI Bank Limited (formerly known as Bank of Madura). Further, the Company has entered into a One Time Settlement with State Bank of Travancore Limited, who offered One Time Settlement of Rs.150.00 lakhs and the Company has paid the entire amount of Rs.150.00 lakhs already. State Bank of Travancore Limited wanted the Company to pay interest for delayed payment as per the OTS scheme and demanded Rs.20.00 lakhs towards interest. The Company has requested the Bank to reduce the interest payable, on approval of which, the Company will arrange to settle the interest payment.

The Catholic Syrian Bank Limited claimed a sum of Rs.157.73 lakhs together with future interest from the Company and the matter has been settled by your Company by paying Rs.60.00 lakhs as One Time Settlement and got the No Due Certificate.

Your Company had taken a loan of Rs.1.00 Crore from Union Bank of India and the Company has given a proposal to Union Bank of India for One Time Settlement and discussions are under progress for amicable settlement and the same will be reported and when the matter is concluded.

BUSINESS PROSPECTS

Arrangements are being worked out with various institutions for retailing their debts and equity products. Efforts are also being made to identify and sign up with leading insurance companies for dealing in their products in retail market.

Travels & Tourism

Your Company is arranging group-tours and corporate get-togethers for corporates by using timeshare units of Sterling Holiday Resorts (India) Limited owned by the Company. With the corporate connections, especially in the IT and other industries, your Company has earned an income of Rs.1.79 lakhs during the year under review. However, due to various steps taken to increase the income from marketing the Sterling Holiday timeshares, your Company has already earned Rs.4.00 lakhs during the current year by organizing holiday tour for a corporate body. Many such tours are being planned in the current year and substantial amount of money is expected to be earned under Travels & Tourism in future.

Deposits

Your Company holds public deposits amounting to Rs.30.63 lakhs as at 31.03.2010 as against Rs.31.02 lakhs as at 31.03.2009. The Company is taking all necessary steps to repay the deposits, as per the Repayment Scheme approved by the Company Law Board, Southern Region Bench, Chennai.

DIRECTORS

Your Director, Mr. Ramesh K Shrivastav has to retire by rotation and seeks re-appointment at the 19th Annual General Meeting to be held on 30.09.2010.

AUDITORS

M/s.P.Chandrasekar, Chartered Accountants, Chennai, retire at the conclusion of the Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT

With reference to the observations made by the Auditors in point no. 4f(i) to (vii) in their report, your Directors in terms of Section 217(3) of the Companies Act, 1956, wish to explain and clarify the position hereunder:

1. In respect of advances aggregating to Rs.217.29 lakhs towards investment in shares in certain companies including subsidiary company, the Company is considering all the proposed investments as long term investments. In the opinion of the Directors, no provision is therefore considered necessary and wherever possible, steps are being taken to recover the amounts.

2. In respect of investments in quoted and unquoted shares, the investments are long term and hence valued at cost. Hence no provision for dimunition in value is considered necessary.

3. The Company has initiated legal action for recovery of its dues and is confident of recovery. Hence provisioning has not been considered necessary to the extent required as per RBI guidelines.

4. As regards non provision of interest on bank loans the Company has paid the entire amount of Rs.150 lakhs being the OTS amount accepted by State Bank of Travancore Limited. However, interest or. the OTS amount for the delayed payment is to be finalised by the bank for which the Company has submitted a proposal on 25,08.2009. The Company has settled a claim to The Catholic Syrian Bank Limited by remitting Rs.60.00 lakhs as One Time Settlement. The provision already made towards interest to the tune of Rs. 47.81 lakhs have been written back and the waiver of principal amount of Rs.40.00 lakhs shown separately under Capital Reserve.

Regarding Debentures, the Company has paid the entire debentures except to an amount of Rs.2,83,800. Since the Company is unable to locate the debenture-holders who are spread over the country, an amount of Rs.2,70,000 has been deposited with ICICI Bank Limited, the Trustees of the Debenture without any lien. This amount would be utilised to pay off the respective debenture holders as and when they claim.

5. The observation on non provisioning of interest on deposits is self explanatory.

6. The Company discontinued its NBFC operations by surrendering its registration with RBI and is now concentrating on recovery of its dues and repayment of deposits. In view of the limited scale of operations and weakened financial position of the Company, it was felt that an internal audit system was not required. However, the forex operations are audited on a periodical basis as required by RBI.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Statement of information as per Section 217(1)(e) of the Companies Act, 1956 relating to conservation of energy, technology absorption etc. is not applicable to the activities of the Company.

PARTICULARS OF EMPLOYEES

During the year under review, none of the employees of your Company were in receipt of remuneration in excess of the limits prescribed for disclosure as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm:

i. that in the preparation of the Profit and Loss Account for the Financial Year ended 31st March, 2010 and the Balance Sheet as at that date ("Annual Accounts"), the applicable accounting standards had been followed, except to the extent otherwise stated;

ii. that the Directors had selected such accounting policies and applied them consistently, except to the extent

otherwise stated and made judgements and estimates that are 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 profit or loss of the Company for that period;

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the accounts for the Financial Year ended 31st March, 2010 "on a going concern basis".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement of the Stock Exchanges, Management Discussion and Analysis Report is annexed herewith and forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the mandatory Provisions of Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges to the extent possible. A separate Report on Corporate Governance is included as a part of the Annual Report along with the Auditors Certificate of Compliance. The Company was unable to co-opt Independent Directors in view of the pending proceedings for repayment of fixed deposits and hence could not constitute an Audit Committee. However as soon as the deposits are repaid and the Company surrenders its registration as a NBFC the Audit Committee will be constituted. This is expected to be complied with during the year.

LISTING STATUS

The Companys shares are listed with Madras, Bombay, Ahmedabad and Coimbatore Stock Exchanges.

SUBSIDIARY

Sterling Securities & Futures Ltd, the subsidiary of the Company is a member of the Bangalore Stock Exchange Ltd. Due to high volatility in the secondary market conditions, the Company did not transact any business on the Stock Exchange.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude for the co-operation and support extended by the shareholders, debentureholders and depositors of the Company. Further your Directors acknowledge and express their heartfelt gratitude for the guidance and support given by the Bankers of the Company and other Central & State Government Agencies Your Directors express their appreciation to all the employees of the Company for their dedicated service and support rendered to the Company.

For and on behalf of the Board

Chennai RAMESH K SHRIVASTAV K.CHANDRASEKARAN

2nd September, 2010 Director Managing Director