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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
Your Directors are pleased to present the Annual Report of the Company together withits Audited Financial Statements for the year ended 31st March 2017.
1. FINANCIAL AND OPERATIONAL RESULTS:
a. Financial Results:
Financial and Operational Results of the Company for the year ended 31sMarch 2017 as compared to the previous financial year is summarized below:
(Amount in Rs.)
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. 22 of Notes to Accounts in Standalone AuditedFinancial Statements for F.Y. 2016-17.
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:
The company has neither made any loan advances or investments of material nature orotherwise nor has given any such security or guarantee for any loan etc during F.Y. 2016- 17 except have pledged the shares of M/s Bhansali Engineering Polymers Ltd since quitelong in favour of Allahabad Bank against funding facility granted by the bank to M/sBhansali Engineering Polymers Ltd a Related Party as stated vide Note No. 8.1 of Notesto Accounts in Standalone Audited Financial Statements for F.Y. 2016-17 which has beenalready approved by Members of company by way of Special Resolution.
5. MATTERS RELATED TO CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL ANDDECLARATION BY INDEPENDENT DIRECTORS:
(a) Directors and Key Managerial Personnel (KMP):
Mr. Jayesh Bhansali (DIN: 01062853) Director of Company shall retire by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.
Mr. Yuvraj Badavane was appointed as Company Secretary of the Company w.e.f. 9thSeptember 2016 on honorary basis.
(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 Familiarisation 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 Familiarisation 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 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 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 2016-17 6 (Six) Board Meetings were held i.e. on 30" April 201616th May 2016 8th August 2016 8th September 2016 12thNovember 2016 and 13th February 2017. 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 271'1September 2016.
Attendance of each Director at Board Meetings and previous Annual General Meeting (AGM)were as follows:
(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. Nomination and Remuneration Committee (NRC)
c. Stakeholders' Relationship Committee (SRC)
(a) Audit Committee:
The composition of Audit Committee as on 31st March 2017 was as under:
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 Committeew.e.f. 9th September 2016.
During the year under review meetings of 4 (Four) Meetings of Audit Committee were heldi.e. 16th May 2016 8th August 2016 12th November 2016and 13th February 2017.
The details of attendance of the Audit Committee Members were as under:
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 March 2017 was asunder:
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 w.e.f. 9"' September 2016.
During the year under the review 1 (one) Meeting of Nomination & RemunerationCommittee was held. viz. 08th September 2016.
The details of attendance of the Nomination & Remuneration Committee Members was asunder:
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 March2017 was as under:
Mr. Yuvraj Badavane Company Secretary is functioning as Secretary to Stakeholders'Relationship Committee.
During the year under review 2 (Two) meetings of Stakeholder Relationship's Committeewere held viz. 29th April 2016 and 21s1 November 2016.
The details of attendance of the Stakeholders' Relationship Committee Members were asunder:
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 the sub-caption: Policies in the InvestorCaption. The policies are reviewed periodically by the Board and updated based on need andrequirements.
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 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:
Pursuant to the provisions of Section 139 and other applicable provisions if any ofthe Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) M/sAzad Jain & Co. Chartered Accountants Mumbai (FRN - 006251C) are proposed to beappointed as Statutory Auditor of the Company in place of the existing Statutory AuditorM/s B.L. Dasharda & Associates Chartered Accountants Mumbai (FRN - 112615W) to holdoffice for a period of 5 years viz. from F.Y. 2017-18 to 2021-22 to be concluded at theend of respective Annual General Meeting (AGM); subject to approval/ratification of theirappointment by the members in ensuing AGM and subsequent AGMs of the Company till theexpiry of their term as may be applicable.
M/s Azad Jain & Co. (FRN- 006251C) have confirmed their eligibility to the effectthat if
their appointment is made by the members in the ensuing Annual General Meeting itshall be within the prescribed limits and they have also confirmed that they are notdisqualified for such 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 31sl March 2017 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 2016-17 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 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.
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 2016-17:
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. 2016-17.
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. 2016-17.
i. There was no revision of the financial statements of company related to FinancialYear 2016-17.
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 2017.
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' 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 2017 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 2017and 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
Babulal M. Bhansali
Jayesh B. Bhansali
Place: Mumbai Date: 19.05.2017
Registered Office Address:
Bhansali House A-5 Off Veera Desai Road Andheri (West) Mumbai - 400 053