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Sheraton Properties & Finance Ltd.

BSE: 512367 Sector: Financials
NSE: N.A. ISIN Code: INE495M01019
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Sheraton Properties & Finance Ltd. (SHERATONPROPER) - Auditors Report

Company auditors report

To

The Members of

Sheraton Properties and Finance Limited Report on the Standalone Financial Statements

1. We have audited the accompanying financial statements of Sheraton Properties andFinance Limited ("the Company") which comprise the Balance Sheet as at 31SlMarch 2017 the Statement of Profit and Loss the Cash Flow Statement for the year thenended and a summary of the significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules2014. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the company andfor preventing & detecting fraud & other irregularities; selection and applicationof appropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrol that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the financialstatements that give a true and fair viewr and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amountsand disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing anopinion on whether the company has in place an adequate internal financial controls systemover financial reporting and the operative effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by Company's directors as well as evaluating the overallpresentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us. the accompanying standalone financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at 3 Is1 March 2017 and its profit and its cash flows for the yearended on that date.

Report on Other Legal & regulatory Requirements

6. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in the"Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of theorder.

7. As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

c) The Balance Sheet and the Statement of Profit and Loss and the Cash Flow statementdealt with by this report are in agreement with the books of account;

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e) On the basis of written representations received from the Directors as on 31stMarch 2017. taken on record by the Board of Directors none of the directors isdisqualified as on 31sl March 2017 from being appointed as a Director in termsof Section 164(2) of the Act.

0 With respect to the adequacy of the internal financial control over financialreporting of the company and the operative effectiveness of such controls refer to ourseparate report in "Annexure 11".

g) With respect to the other matters included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors ) Rules 2014 in our opinion and to ourbest of our information and according to the explanations given to us :

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements.

ii. The Company does not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company.

iv. The company has made the requisite disclosure in its financial statements as to theholdings as well as the dealing in specified Bank Notes during the period from 8thNovember 2016 to 30th December 2016 and these are in accordance with the books ofaccount maintained by the company.

For and on behalf of B. L. Dasharda Associates Chartered Accountants F.R. No.: U2615VV

Sushant Mehta Papier

M.No. : 112489

Place : Mumbai

Dated : 19th May 2017

ANNEXURE 1 TO TIIE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 6 under the heading of "Report on Other Legal andRegulatory

Requirements" section of our report of even date)

1 The provisions of clause 3(i) of the Order is not applicable to the company since thecompany does not have any Fixed Assets.

2 The provisions of clause 3(ii) of the Order is not applicable to the company sincethe company does not have any inventory of goods.

3. As informed to us the company has not granted any loans secured or unsecured toCompanies firms Limited Liability Partnership or other parties covered in the registermaintained under Section 189 of the Act. Hence paragraph (a) (b) & (c) of Clause 3(iii) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us thecompany has not granted any loans or provided any guarantees or security in respect of anyloans to any party covered under section 185 of the Act. In respect of Investments made inbody corporate by the company the provisions of Section 186 of the Act has been compliedwith.

5. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits within the meaning of Section 73 74 75 and 76 ofthe Act and the ruled framed thereunder to the extent notified.

6. The provisions of clause 3(vi) of the Order is not applicable to the company as thecompany is not covered by the Companies (Cost Records & Audit) Rules 2014.

7. a) In our opinion and according to the information and explanations given to usundisputed statutory dues including Provident Fund Employees' State Insurance IncomeTax Sales Tax Custom Duty Excise Duty Cess Service Tax and any other statutory dueshave been generally regularly deposited in time with the appropriate authorities and thereare no undisputed statutory dues payable at the year end for a period of more than sixmonths from the date they became payable.

b) In our opinion and according to the information and explanations given to us thereare no dues outstanding in respect of Provident Fund. Employees' State Insurance. IncomeTax Sales Tax Custom Duty Excise Duty Service Tax and any other statutory dues onaccount of any dispute other then the following:

Name of the Statute Nature of the Dues Amount (Rs in lacs) Year to which the amount relates Forum where Dispute is Pending
The Income Tax Act! 961 Income Tax 163.32 1990-91 High Court Mumbai

8. The Company has not taken any loans or borrowings from Financial Institution. Banks.Government and has not issued any debentures during the year . Hence the provision ofclause 3 (viii) of the Order is not applicable to the Company.

9. The Company has not raised money by way of initial public offer or further publicoffer (including debt instruments) and has not availed and term loans during the yearunder audit. Hence the provision of clause 3 (ix) of the Order is not applicable to theCompany.

10. During the course of our examination of the books and records of the companycarried out in accordance with the generally accepted auditing practices in India andaccording to information and explanations given to us no material fraud by the company oron the Company by its officers or employees has been noticed or reported during the courseof our audit.

11. In our opinion and according to the information and explanations given to us thecompany has not paid any managerial remuneration during the year. Hence the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.

12. In our opinion and according to information and explanations given to us theCompany is not a Nidhi Company hence the provisions of Clause 3 (xii) of the Order is notapplicable to the company.

13. In our opinion and according to information and explanations given to ustransactions with related parties are in compliance with section 177 and 188 of Actwherever applicable and details of such transactions have been disclosed in the FinancialStatements as required by the applicable accounting standards.

14. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review. Accordingly the provisions of Clause 3 (xiv) of the Orderare" not applicable to the company.

15. According to the information and explanations given to ns and on the basis of ourexamination of the records of the Company the company has not entered into any non-cashtransactions with directors or persons connected with him. Hence tlie provisions of Clause3 (XV) the Order is not applicable to the Company.

16. According to information and explanations given to us the company is not requiredto be registered under section 45-1A of the Reserve Bank of India Act 1934. Accordinglythe provisions of Clause 3 (xvi) of the Order are not applicable to the company.

For and on behalf of B. L. Dashardajfy.

Associates Chartered Accountants

F.R. No.: H2615W

Sushant Mehta

Partner

M.No. : 112489

Place : Mumbai

Dated : 19th May 2017

Annexu re-11

Annexure to the Independent Auditor's Report of even date on the standalone financialstatements of Sheraton Properties and Finance Limited on the Internal Financial Controlsunder clause (i) of Sub- section 3 of section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls over financial reporting of SheratonProperties and Finance Limited as of March 31 2017 in conjunction with our audit of thestandalone financial statements of the company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants ol India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness ol the accountingrecords and the timely preparation of reliable financial information as required underthe Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit ol Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by the Institute ofChartered Accountants of India and deemed to be prescribed u/s 143 (10) of the Act to theextent applicable to an audit of internal financial controls both applicable to an auditof internal financial controls and both issued by the Institute of Chartered Accountantsof India. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls system over financial reportingincluded obtaining an understanding of internal financial controls system over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedure selected depends upon the auditor's judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transaction anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2017. based on theinternal control over financial reporting criteria established by the company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal f inancial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.

For and on behalf of B. L Dasharda & Associates

Chartered Accountants

F. R. No.: 1126

Sushant Mehta

Partner M. No.: 112489

Place: Mumbai

Dated: 19th May 2017