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Sheraton Properties & Finance Ltd.

BSE: 512367 Sector: Financials
NSE: N.A. ISIN Code: INE495M01019
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OPEN 10.98
PREVIOUS CLOSE 10.46
VOLUME 100
52-Week high 10.98
52-Week low 0.00
P/E 17.16
Mkt Cap.(Rs cr) 1
Buy Price 10.98
Buy Qty 2000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.98
CLOSE 10.46
VOLUME 100
52-Week high 10.98
52-Week low 0.00
P/E 17.16
Mkt Cap.(Rs cr) 1
Buy Price 10.98
Buy Qty 2000.00
Sell Price 0.00
Sell Qty 0.00

Sheraton Properties & Finance Ltd. (SHERATONPROPER) - Director Report

Company director report

Dear Member(s)

Your Directors are pleased to present the Annual Report of the Company together withits Audited Financial Statements for the year ended 31st March 2016.

1. FINANCIAL AND OPERATIONAL RESULTS:

a. Financial Results:

Financial and Operational Results of the Company for the year ended 31stMarch 2016 as compared to the previous financial year is summarized below:

Particulars Current financial year ended on 31.03.2016 Previous financial year ended on 31.03.2015
Gross Sales/ Income 1288128 1215400
Less: Expenses 490161 326324
Profit/ (Loss) Before Tax 797967 889076
Less: Provision for Tax NIL NIL
Net Profit/ (Net Loss) After Tax 797967 889076
Total Reserves and Surplus 20371074 19573107

b. Dividend:

Your Directors have not recommended any dividend for the year under review with a viewto conserve the resources of Company.

2. INTERNAL FINANCIAL CONTROL SYSTEM OF COMPANY:

Adequate Internal Financial Control system commensurating with the nature of theCompany's business size and complexity of its operations are in place and has beenoperating satisfactorily and effectively.

During the year no material weaknesses in the design or operation of InternalFinancial Control system were reported.

3. PARTICULARS OF CONTRACT(S)/TRANSACTION(S)/ARRANGEMENT(S) WITH RELATEDPARTIES:

All Related Party Contract(s)/Transaction(s)/Arrangement(s) if any entered by Companyduring financial year 2015-16 were in its ordinary course of business and on arm's lengthbasis. According to Regulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 there were no materially significant related partycontract(s)/transaction(s)/arrangements entered by the Company with the Related Partieswhich may have a potential conflict with the interest of company. All related partytransaction(s) are first placed before Audit Committee for approval and thereafter suchtransactions are also placed before the Board for seeking their approval whereverrequired.

Since all the Related Party Transactions (RPTs) entered into by the Company were inordinary course of business and were on arm's length basis so Form AOC -2 is notapplicable. However the details of RPTs as required pursuant to respective AccountingStandards are stated at Note No. 21 of the Standalone Audited Financial Statements ofCompany forming part and parcel of this Annual Report.

The Policy on dealing with Related Party Transactions has been placed on the Company'swebsite and can be accessed through www.sheratonproperties.net.

4. PARTICULARS OF LOANS ADVANCES & GUARANTEES GIVEN INVESTMENTS MADE ORSECURITIES PROVIDED:

The company has neither made any material loan advances or investments nor has givenany security or guarantee for any loan etc during F.Y. 2015-16 except for pledging ofshares of M/s Bhansali Engineering Polymers Ltd since quite long in favour of AllahabadBank against funding facility granted by bank to M/s Bhansali Engineering Polymers Ltd aRelated Party as stated vide Note No. 7.1 of Notes to Accounts in Audited FinancialStatements for F.Y. 2015-16 which had been already approved by Members of company by wayof Special Resolution.

5. MATTERS RELATED TO CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL ANDDECLARATION BY INDEPENDENT DIRECTORS:

(a) Directors and Key Managerial Personnel (KMP):

Ms. Meenakshi J. Bhansali (DIN: 06936671) Director of Company shall retire by rotationat the ensuing Annual General Meeting and being eligible offers herself forre-appointment.

In terms of provisions of Section 149 of the Companies Act 2013 Mr. Aditya SantoshSrivastava (DIN: 07250865) and Mr. Dipesh Pawanraj Sanghvi (DIN: 07274074) were inductedby the Board as Additional Director of Company viz. Non-Executive Independent categoryw.e.f. 31st August 2015 however the members of Company in their AnnualGeneral Meeting (AGM) held on 29th September 2015 approved their appointmentas Independent Director(s) of Company for a period of 5 years viz. upto 30thAugust 2020.

The following persons were appointed as Key Managerial Personnel (KMPs) of Company on31st August 2015 on honorary basis:

a. Ms. Shailaja karkera Chief Executive Officer (CEO)

b. Mr. Mukund Garodia Chief Financial Officer (CFO)

c. Ms. Meenakshi J. Bhansali- Company Secretary

Further Ms. Meenakshi J. Bhansali resigned from the post of Company Secretary w.e.f. 21stMarch 2016. Ms. Shailaja Karkera earlier working as compliance officer of Company alsoresigned from the post w.e.f 31st August 2015 and on the same day she wasappointed as Chief Executive Officer of Company.

(b) DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of Companyconfirming that they meet with the criteria of Independence as prescribed pursuant to theprovisions of Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

In accordance with provisions of Companies Act 2013 none of the Independent Directorsare liable to retire by rotation.

(c) FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has provision for conducting familiarization programs whenever needed.However since the company is almost non-operational and does not deal with any substantivebusiness activity such familiarization program is not warranted in existing circumstancesof the Company.

6. DISCLOSURES RELATED TO BOARD:

(a) Constitution of Board:

The composition of the Board of Directors of the Company is in conformity withRegulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The total strength of the Company's Board is 5 (Five) Directors out of which 2

(Two) Directors are Non Executive - Independent Directors. The Company also compliedwith the requirement of Section 149(1) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 by appointing a Woman Directoron its Board.

The Chairman of the Board is a Non Executive - Independent Director. All the members ofthe Board are Competent and have the expertise in their respective disciplines to dealwith management functions of the Company.

(b) Board Meetings and attendance of Directors:

The Board meeting is conducted at least once in every quarter to consider amongst otherbusinesses the performance of the Company and Quarterly Financial Results. The Board alsomeets to consider the other necessary business matters if any from time to time. Agendaof the business to be transacted at the Board Meeting alongwith explanatory notes theretoare drafted and circulated well in advance to the Board of Directors of the Company. EveryBoard Member is free to suggest the inclusion of any item on the agenda.

During the year 2015-16 8 (eight) Board Meetings were held i.e. on 29thMay 2015 11th August 2015 31st August 2015 07th November2015 12th January 2016 01st February 2016 23rdFebruary 2016 and 21st March 2016. The maximum gap between any two BoardMeetings was always less than one hundred and twenty days. The previous Annual GeneralMeeting of the Shareholders of the Company was held on 29th September 2015.

Attendance of each Director at Board Meetings and previous Annual General Meeting (AGM)were as follows:

Name of the Directors No. of Board Meetings held during tenure No. of Board Meetings Attended Attendance at AGM held on 29.09.2015
1. Mr. B. M. Bhansali 8 8 Yes
2. Mr. Jayesh B. Bhansali 8 8 Yes
3. *Mr. Dipesh Sanghvi 5 1 Yes
4. Ms. Meenakshi Bhansali 8 5 No
5. *Mr. Aditya Srivastava 5 5 No

* Mr. Aditya Srivastava and Mr. Dipesh Sanghvi were appointed as Additional Director(Non-Executive Independent Category) w.e.f. 31st August 2015.

(c) Committee(s) of Board of Directors:

The Company has constituted following Committees as per the respective provisions ofCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 w.e.f. 31st August 2015:

a. Audit Committee.

b. Nomination and Remuneration Committee (NRC)

c. Stakeholders' Relationship Committee (SRC)

(a) Audit Committee:

The composition of Audit Committee as on 31st March 2016 was as under:

Name of the Member Category of Members
1. Mr. Aditya Srivastava Chairman Non-Executive Independent Director
2. Mr. Dipesh P. Sanghvi Non-Executive Independent Director
3. Mr. Jayesh B. Bhansali Non-Executive Director

*Ms. Meenakshi J. Bhansali resigned from the Committee w.e.f. 12th January 2016.

All the Members of Committee are Independent Director except Mr. Jayesh B. Bhansali.Mr. Aditya Srivastava is the Chairman of the Audit Committee. All the Members of the AuditCommittee are capable of analyzing Financial Statements of Company. The Committee membersare free to invite any other concerned officer of the Company in the meeting.

During the year under review 2 (Two) meetings of Audit Committee were held i.e. 6thNovember 2015 and 30th January 2016.

The details of attendance of the Audit Committee Members were as under:.

Name of the Members No. of Meetings held during tenure No. of Meetings Attended
1. Mr. Jayesh B. Bhansali 1 1
2. Mr. Dipesh Sanghvi 2 2
3. Ms. Meenakshi J. Bhansali 1 1
4. Mr. Aditya Srivastava 2 2

The Committee acts as per the terms of reference specified under Regulation 18 readwith Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Section 177 of the Companies Act 2013

(b) Nomination and Remuneration Committee (NRC):

The composition of Nomination and Remuneration Committee as on 31st March2016 was as under:

Name of the Member Category of Members
1. Mr. Dipesh P. Sanghvi Chairman Non-Executive Independent Director
2. Mr. Aditya Srivastava Non-Executive Independent Director
3. Mr. Jayesh B. Bhansali Non - Executive Director

*Ms. Meenakshi J. Bhansali resigned from the Committee w.e.f. 12th January 2016.

Mr. Dipesh P. Sanghvi is the Chairman of the Nomination and Remuneration Committee. Twomembers of the Nomination and Remuneration Committee are Non-Executive IndependentDirectors.

During financial year 2015-16 1 (One) meeting of Nomination and Remuneration Committeewas held i.e. on 31st August 2016. The details of attendance of the Nominationand Remuneration Committee Members were as under:

Name of the Directors No. of Meetings held during tenure No. of Meetings Attended
1. Mr. Dipesh Sanghvi 1 1
2. Ms. Meenakshi 1 1
Bhansali
3. Mr. Aditya Srivastava 1 1

The Committee acts as per the Terms of Reference specified by Board from time to timeand/or Rules/ Regulations as may be applicable. However since the Company doesn't haveany paid employee no review of remuneration was required by Nomination and RemunerationCommittee during F. Y. 2015-16

(c) Stakeholders' Relationship Committee:

The composition of Stakeholders' Relationship Committee as on 31st March2016 was as under:

Name of the Member Category of Members
1. Mr. Aditya Srivastava Chairman Non-Executive Independent Director
2. Mr. Dipesh Sanghvi Non-Executive Independent Director
3. Mr. Jayesh B. Bhansali Non-Executive Director

*Ms. Meenakshi J. Bhansali resigned from the Committee w.e.f. 12th January 2016

During the year under review the Company has not received any Investors'

Grievances/ communications. Therefore no grievances were pending as on 31stMarch 2016.

During the year under review no Meeting of Stakeholders' Relationship Committee wereheld.

The Committee acts as per the Terms of Reference specified by Board from time to time.

7. COMPANY POLICIES:

Securities and Exchange Board of India ("SEBI") issued SEBI (ListingObligations and

Disclosure Requirements) Regulations 2015 on 02nd September 2015 (operative w.e.f.01st December 2015) and pursuant to the said Regulations the Company has formulatedfollowing policies which were approved in the Board meeting held on 01st February 2016.

All the Policies of Company are available on Company's websitewww.sheratonproperties.net under the sub-caption: Policies of the InvestorCaption. The policies are reviewed periodically by the Board and updated based on need andrequirements.

Name of the Policy Brief Description
Whistle Blower or Vigil Mechanism Policy The Company has adopted the Whistle Blower/ Vigil Mechanism for directors and employees to report their concerns about unethical behavior actual or suspected fraud or violation of the Company's code of conduct and ethics etc.
Policy for Related Party Transactions The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for preservation of documents The policy deals with the retention of corporate records of Company.
Policy for determination of materiality of events This policy applies for determining and disclosures of material events taking place in the Company.
Archival policy The policy deals with the retention and archival of corporate records of Company for a particular period as may be applicable.
Code of conduct for Director(s) and Senior Management Personnel The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical moral and legal conduct in the business affairs.
Nomination and Remuneration Policy The policy formulates the criteria for determining qualifications competencies positive attributes and independence for the appointment of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors Key Managerial Personnel and other employees if any covered under the prescribed criteria.
Code of Conduct for Insider Trading The Policy provides framework for dealing with the securities of Company in mandated manner.

8. RISK MANAGEMENT POLICY:

The Board had approved a Risk Management Policy consisting of some risk elementsidentified with respect to the operations/ activities of company; however the Board hasnot observed any eminent risk on company which can threaten its existence.

9. PERFORMANCE EVALUATION OF CHAIRMAN DIRECTOR(S) COMMITTEE(S) AND BOARD:

The Board as a whole was evaluated on basis of their attendance in the meetings ofCompany held on 31st December 2015 quality and kind of interaction/participation during the meetings and the inputs etc. while taking business decision(s)etc. and it was found functioning satisfactorily.

10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

During the year under review there were no paid employee in the Company hence thedisclosure required pursuant to Section 197(12) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isnot applicable to the Company.

11. AUDITORS AND THEIR REPORT:

The matters related to Auditors and their Reports are as under:

a. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s B. L. Dasharda & Associates CharteredAccountants Mumbai (F. R. No. 112615W) the Statutory Auditors of Company has beenrecommended by Board for their re-appointment as Statutory Auditors of Company to holdoffice upto the conclusion of the next Annual General Meeting. M/s B. L. Dasharda &Associates being their last term with the Company have confirmed their eligibility tothe effect that if their re-appointment is made by members in the ensuing Annual GeneralMeeting it shall be within the prescribed limits and they are not disqualified for suchre-appointment.

Necessary resolution for re-appointment of the said Auditors is included in the Noticeof AGM for seeking approval of members.

b. Audit Report:

The observations made by the Statutory Auditors in their Audit Report read with therelevant notes thereof as stated in the Notes to the Audited Financial Statement ofCompany for the Financial Year ended 31st March 2016 are self explanatory andbeing devoid of any reservation(s) qualification(s) or adverse remark(s) etc does notcall for any further information(s)/ explanation(s) or comments from the Board underSection 134(3)(f)(i) of the Companies Act 2013.

c. Secretarial Auditors:

In terms of the provisions of Section 204 of the Companies Act 2013 M/s Rathi &Associates Practicing Company Secretaries Mumbai have been re-appointed by the Board asSecretarial Auditors of Company for the financial year 2016-17.

d. Secretarial Audit Report:

Secretarial Audit Report as issued by M/s Rathi & Associates Practicing CompanySecretaries in Form No. MR-3 for the financial year 2015-16 is annexed herewith vide

Annexure A and forms part of this Board's Report. The said Secretarial Audit Reporthas following reservation(s) which is explained/ replied as hereunder pursuant to theprovisions of Section 134(3) of the Companies Act 2013:

Since the company is almost inactive and does not deal with any substantial businessactivity except holding certain equity shares of M/s Bhansali Engineering Polymers Ltd aRelated Party it has no adequate financial resources to defray the emoluments of KMPs andCS etc and the people generally do not agree to work for such Companies however Companykeep on making its consistent efforts to comply with the legal requirements. Hence in linewith the same company could be able to appoint KMPs w.e.f. 31st August 2015.

12. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:

a. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) and 92(3) of the Companies Act 2013(read with Rule 12 of the Companies [Management and Administration] Rules 2014) theextracts of Annual Return is annexed herewith vide Annexure B in Form No. MGT-9 and formsan integral part of this Board Report.

b. Conservation of Energy Technology Absorption and Foreign Exchange Earnings and

Outgo:

The requirements of disclosures pursuant to Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect of conservationof energy technology absorption foreign exchange earnings and outgo etc. are notapplicable to the Company as the Company is not involved in any manufacturing process/activity.

During the year under review there was no foreign exchange earnings and outgo.

c. Compliance of Code of Conduct of Company:

The Company has suitably laid down the Code of Conduct for all Board Members and SeniorManagement personnel of the Company in accordance with the provisions of Regulation 17(5)of SEBI (LODR) Regulations 2015 and the Code is also available on the website of theCompany. The declaration from a Director of company related to the compliance of aforesaidCode of Conduct is also attached herewith vide Annexure - C and forms an integralpart of this Board Report.

13. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/ activities pertaining to these mattersduring financial year 2015-16:

a. Details relating to deposits covered under Chapter V of the Companies Act 2013.

b. Issue of equity shares with differential rights as to dividend voting or otherwise.

c. Issue of shares (including sweat equity shares and ESOS) to employees of the Companyunder any scheme.

d. Instances with respect to voting rights not exercised directly by employees of theCompany.

Your Directors further state that:

e. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

f. Except as disclosed elsewhere in this report no material changes and commitmentswhich could affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this Annual Report.

g. There has been no change in the nature of business of company during F.Y. 2015-16.

h. Pursuant to the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 no case pertaining to sexual harassment at workplacehas been reported to Company during F.Y. 2015-16.

i. There was no revision of the financial statements of company related to FinancialYear 2015-16.

j. The Company does not have any Subsidiary Associate and Joint Venture Company.

k. The provisions of Corporate Governance as stipulated in the SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015 are not applicable toCompany as the Paid-up share capital and Net worth of Company were below the thresholdlimit(s) i.e. Rs. 10 Crores and Rs. 25 Crores respectively as on 31st March2016. l. Management Discussion and Analysis Report It carries no eminence in the case ofCompany as it is almost inactive and doesn't deal with any substantive business activitycalling for any such management discussion and business analysis. m. The Corporate SocialResponsibility (CSR) regulations were not applicable to company as it did not qualify thecriteria/ threshold limit(s) as prescribed pursuant to Section 135 of the Companies Act2013.

14. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 ("the Act") and inrelation to the audited Annual Financial Statement of Company for the year ended 31stMarch 2016 the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures if any;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of Company as at 31st March 2016and of the profit of Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets ofCompany and for preventing and detecting fraud and other irregularities;

d. the annual accounts of Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by Company and thatsuch internal financial controls are adequate and were operating effectively; and

f. Proper systems have been devised to ensure compliance with the provisions of lawsapplicable to the company and that such systems were adequate and operating effectively.