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Sheraton Properties & Finance Ltd.

BSE: 512367 Sector: Financials
NSE: N.A. ISIN Code: INE495M01019
BSE 05:30 | 01 Jan Sheraton Properties & Finance Ltd
NSE 05:30 | 01 Jan Sheraton Properties & Finance Ltd

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 2018.

1. FINANCIAL AND OPERATIONAL RESULTS:

a. Financial Results:

Financial and Operational Results of the Company for the year ended 31stMarch 2018 as compared to the previous financial year is summarized below:

(Amount in Rs.)

Particulars

. *

Current financial year ended on 31.03.201S Previous financial year ended on 31.03.2017
Gross Sales/ Income 2386473 1212000
Less: Expenses 477968 411994
Profit/ (Loss) Before Tax 1908505 800006
Less: Provision for Tax NIL NIL
Net Profit/ (Net Loss) After Tax 1908505 800006
Total Reserves and Surplus 23079585 21171080

b. Dividend:

Your Directors have not recommended any dividend for the year under review with a viewto conserve the resources with 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 RELATED PARTIES:

During the year under review the related party transaction took place in the financialYear as stated vide Note No. 28 of Notes to Accounts in Standalone AuditedFinancial Statements for F.Y. 2017-18.

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 AS PER SECTION 186 OF THE COMPANIES ACT. 2013:

Particulars of Loans Advance and investment made by the Company during the financialyear 2017-18 are stated in Note No. 04 & 05 to Standalone Audited Financial Statementsof Company as annexed to this Annual Report. The Company has neither made any investmentnor provided any guarantee or security for any loan during the reporting period.

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

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

Mr. Babulal M Bh^nsali (DIN: 00102930) Director of Company shall retire by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.

(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(l)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

In accordance with the provisions of Companies Act 2013 none of the IndependentDirectors are liable to retire by rotation

(c) FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has set Familiarization Programme for Independent Directors with regard totheir roles rights responsibilities in the Company nature of the industry in which theCompany operates the business model of the Company etc. The Familiarization Programmeearlier conducted by the Company alongwith details thereof are available on the website ofthe Company www.sheratonproperties.net

However during the year under review there was no change in the nature of business ofthe company and its business vertical/ structure/operational strategy etc. which wouldhave necessitated a fresh Familiarization Programme for Independent Directors.

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 complied with therequirement of Section 149(1) of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 by appointing a Woman Director on 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 deafwithmanagement functions of the Company

(b) Board Meetings and attendance of Directors:

The Board meeting is conducted at least once in every quarter to consider theperformance of the Company and Quarterly Financial Results amongst other businesses etc.The Board also meets to consider the other necessary business matters from time to time.Agenda of the business to be transacted at the Board Meeting alongwith explanatory notesthereto are drafted and circulated well in advance to the Board of Directors of theCompany. Every Board Member is free to suggest the inclusion of any item on the agenda.

During the year 2017-18 4 (Four) Board Meetings were held i.e. on 19th May2017 04th August 2017 10th November2018 8i 06thFebruary 2018. The maximum gap between any two Board Meetings was always less than onehundred and twenty days. The previous Annual General Meeting of the Shareholders of theCompany was held on 26th September 2017.

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

$N Name of the Directors No. of Board Meetings held during tenure No. of Board Meetings Attendance at AGM held on 26.09.2017
Attended
1. Mr. B. M. Bhansali 4 2 Yes
2. Mr. Jayesh B. Bhansali 4 3 Yes
3. Mr. Dipesh Sanghvi 4 4 Yes
4. Ms.Meenakshi J Bhansali 4 2 Yes
5. Mr. Aditya Srivastava 4 3 Yes

(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 Obligations) 2015 w.e.f.31st August 2015:

a. Audit Committee.

b. Nominatiomand Remuneration Committee (NRC)

c. Stakeholders' Relationship Committee (SRC)

(a) Audit Committee:

The composition of Audit Committee as on 31st March 2018 was as under:

$N Name of the Member Category of Members
1. Mr. Aditya Srivastava Chairman
2. Mr. Dipesh P. Sanghvi Member
3. Mr. Jayesh B. Bhansali Member

All the Members of Committee are Independent Director except Mr. Jayesh 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.

Mr. Yuvraj Badavane Company Secretary is functioning as Secretary to Audit Committee

During the year under review meetings of 4 (Four) Meetings of Audit Committee were heldi.e. 19th May 2017 04th August 2017 10th November 2017and 06th February 2018.

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 4 4
2. Mr. Dipesh Sanghvi 4 4
3. Mr. Aditya Srivastava 4 ^ 4

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 March2018 was as under:

SN Name of the Member Category of Members
1. Mr. Dipesh P. Sanghvi Chairman
2. Mr. Aditya Srivastava Member
3. Mr. Jayesh B. Bhansali Member

Mr. Dipesh P. Sanghvi is the Chairman of the Nomination and Remuneration Committee. Twomembers of the Nomination and Remuneration Committee are Independent Directors.

Mr. Yuvraj Badavane Company Secretary is functioning as Secretary to Nomination andRemuneration Committee.

During the year under the review 1 (one) Meeting of Nomination 8i RemunerationCommittee was held. viz. 19th May 2017.

The details of attendance of the Nomination & Remuneration Committee Members was asunder:

S N 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 1 1
3. Mr. Aditya Srivastava 1 1

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

(c) Stakeholders' Relationship Committee:

The composition of Stakeholders' Relationship Committee as on 31st March2018 was as under:

SN Name of the Member Category of Members
1. Mr. Aditya Srivastava Chairman
2. Mr. Dipesh Sanghvi Member
3. Mr. Jayesh B. Bhansali Member

Mr. Yuvraj Badavane Company Secretary is functioning as Secretary to Stakeholders'Relationship Committee.

k v

During the year under review No meetings or Zero meeting were held of StakeholderRelationship's Committee

The details of attendance of the Stakeholders' Relationship Committee Members were asunder:

S Name of the Members No. Of Meetings No. of Meetings
N held during tenure Attended
1. Mr. Jayesh B. Bhansali Nil NA
2. Mr. Dipesh Sanghvi Nil NA
3. Mr. Aditya Srivastava Nil NA

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 Companyhas formulated following policies which were approved in the Board meeting held on 01stFebruary 2016. All the Policies of Company are available on Company's website (www.sheratonproperties.net) under thesub-caption: Policies in the Investor Caption. The policies are reviewedperiodically by the Board and updated based on need and requirements.

Name of the Policy Brief Description
Whistle Blower or Vigil Mechanism Policy The Company has adopted the Whistle Blower/ Vigil Mechanism for Directors Stakeholders 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 covered under the prescribed criteria if any.
Code of Conduct for prevention of Insider Trading (w.e.f. 15/05/2017) and adopted by Board in Board Meeting held on 29/05/2015) 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 elements

identified 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. DIRECTORfS). COMMITTEE(S) AND BOARD:

The Board as a whole was evaluated on basis of their attendance in the meetings ofCompany quality and kind of interaction/ participation during the meetings and the inputsetc. while taking business decision(s) and 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:

At the lat AGM held on 26.09.2017 M/s Azad Jain & Company Chartered AccountantsMumbai (FRN-006251C) were appointed its Statutory Auditors for a period of 5 yearspursuant to the provisions of section 139 of the Companies Act 2013 subject toratification of their re-appointment in each ensuing AGM.As per the respective provisionsin force their re-appointment is within the prescribed limit and they are also notdisqualified under section 141 of the Companies Act 2013.

Further pursuant to the provisions of sections 142 of the Companies Act 2013 theproposal is put up for approval of Members to authorize Board of Directors the Company tofix their remuneration for F.Y. 2018-19. In accordance with the requirement of SEBI(LODR)Regulations 2015 the Auditors have also confirmed that they hold valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India.

No frauds have been reported by the Statutory Auditors during F.Y. 2017-18 pursuant tothe provisions of section 143(12) of the Companies Act2013.

In view of above necessary resolution for ratification of appointment of the saidauditors have been included in the notice of 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 2018 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 the Secretarial Auditors in Form No. MR-3 forthe financial year 2017-18 is annexed herewith vide Annexure - A and forms part ofthis Board Report. The said Secretarial Audit Report being devoid of any reservation(s)adverse remark(s) and qualification(s) etc. does not call for any further explanation(s)/information or comment(s) from the Board under Section 134(3) (f)(ii) of the CompaniesAct 2013.

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- 9and forms an integral part of this Board Report.

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

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 not applicable to the Company as the Company is not involved in anymanufacturing process/ activity.

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

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 2017-18:

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. Instanqes 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. 2017-18.

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. 2017-18.

i. There was no revision of the financial statements of company related to FinancialYear 2017-18.

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

k. The provisions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable to Companyas the Paid-up share capital and Net worth of Company stand below the threshold limit(s)i.e. Rs. 10 Crores and Rs. 25 Crores respectively as on 31st March 2018.

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 Social Responsibility (CSR) regulations were not applicable to companyas it did not qualify the criteria/ threshold limit(s) as prescribed pursuant to Section135 of the Companies Act 2013

14. DIRECTORS'1 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 2018 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 2018and 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.

15. ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to place their heartfelt thanks and sincere appreciation forthe assistance co-ordination and cooperation received from the Banks GovernmentStatutory Authorities Customers Vendors and all Stakeholders who extended their constantpatronage and support to Company in its growth as ever.

For and on Behalf of the Board Sheraton Properties & Finance Limited

Place: Mumbai Babulal M. Bhansali Jayesh B. Bhansali
Date: 11.05.2018 Director Director
(DIN:00102930) (DIN:01062853)

To

The Board of Directors of

Sheraton Properties And Finance Limited

Bhansali House A~5 off Veera Desai Road

Andheri (west) Mumbai - 400053

Our report of even date is to be read along with this letter

1 Maintenance of Secretarial record is the responsibility of the management of theCompany our responsibility is to express an opinion on these secretariat records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

>6. The Secretarial Audit report is neither an assurance as to the future viabilityof the company nor of the efficacy or effectiveness with which the management hasconducted the affairs of the company.