You are here » Home » Companies » Company Overview » Sheraton Properties & Finance Ltd

Sheraton Properties & Finance Ltd.

BSE: 512367 Sector: Financials
NSE: N.A. ISIN Code: INE495M01019
BSE 00:00 | 07 Jul Sheraton Properties & Finance Ltd
NSE 05:30 | 01 Jan Sheraton Properties & Finance Ltd
OPEN 11.52
PREVIOUS CLOSE 11.52
VOLUME 1000
52-Week high 11.52
52-Week low 0.00
P/E 0.55
Mkt Cap.(Rs cr) 1
Buy Price 11.52
Buy Qty 4500.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.52
CLOSE 11.52
VOLUME 1000
52-Week high 11.52
52-Week low 0.00
P/E 0.55
Mkt Cap.(Rs cr) 1
Buy Price 11.52
Buy Qty 4500.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Shareholders

Your Directors are pleased to present the 36th Annual Report of the Company togetherwith its Audited Financial Statements for the financial year ended March 31 2021.

FINANCIAL AND OPERATIONAL RESULTS:

The Financial and Operational Results of the Company for the year ended March 31 2021as compared to the previous financial year is summarized below:

(Amount in Rs.)

Particulars Financial Year ended March 31 2021 Financial Year ended March 31 2020
Gross Sales/ Income 5910081 5909100
Less: Expenses 569755 719334
Profit Before Tax 5340326 5189766
Less: Provision for Tax 1371428 NIL
Profit from continuing operations after tax (PAT) 3968898 5189766
Other Comprehensive Income 1304232892 318938981
Total Comprehensive Income for the Financial Year 1308201790 324128747
Total Reserves and Surplus 1658443534 350241744
Transfer of Amount to Reserves NIL NIL

DIVIDEND:

With a view to conserve the resources of the Company your Directors have notrecommended any dividend for the financial year under review.

SHARE CAPITAL

There has been no change in the share capital of your Company during the financial yearunder review. As on March 31 2021 the paid-up share capital of your Company stood at Rs.12000000/- comprising 1200000 Equity shares of Rs. 10/- each fully paid.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits covered under Chapter V of the Act isnot applicable.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture (JV) and Associate Companiesduring the FY 2020-21.

INTERNAL FINANCIAL CONTROL SYSTEM OF COMPANY:

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

During the financial year no material weaknesses in the design or operation ofInternal Financial Control system were reported.

PARTICULARS OF CONTRACT(S)/ TRAN SECTION (S)/ ARRANGEMENT(S) WITH RELATED PARTIES:

Your Company has formulated the policy on materiality of related party transactions anddealing with related party transactions. The same is uploaded on the website of yourCompany and may be accessed at: www.sheratonproperties.in

During the year under review there were no transactions falling within the provisionsof Section 188 of the Companies Act 2013 entered into by your Company with any relatedparty.

All Related Party Transactions as required under Ind AS 24 - Related Party Disclosuresare reported in Note 30 of Notes to Audited financial statements of your Company.

PARTICULARS OF LOANS ADVANCES & GUARANTEES GIVEN INVESTMENTS MADE OR SECURITIESPROVIDED AS PER SECTION 186 OF COMPANIES ACT 2013:

Particulars of loans advances and investments made by the Company during FY 2019-20are stated under Note No. 4 and 5 in the Audited Financial Statements of the Company whichforms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

There were no changes in Directors during the year under review.

Mr. Tanmay Bidikar resigned from the post of Company Secretary cum Compliance Officerwith effect from January 16 2021. The Board places on record its appreciation for theservices rendered by him during his tenure as the Company Secretary of the Company.Thereafter Mr. Vivek Ashwin Maru was appointed as the Company Secretary & ComplianceOfficer pursuant to the provisions of Section 203 of the Companies Act 2013 read withRegulation 30 and 6(1) of SEBI (LODR) Regulations 2015 with effect from June 52021.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Babulal M.

Bhansali (DIN: 00102930) is liable to retire by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible has offered himself for re-appointment.

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 financial year endedMarch 31 2021 the Board of Directors hereby confirm 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 on March 31 2021 and of theprofit of the 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.

PARTICULARS OF REMUNERATION

Your Company has constituted a ‘Nomination & Remuneration Committee' forassisting the Board in discharging its responsibilities relating to compensation of theCompany's Executive Directors and KMPs'/Senior level employees/personnel etc. wheneverdeemed necessary.

Your Company has adopted a well-defined Nomination & Remuneration Policy forDirectors Key Managerial Personnel and other employees.

The above policy is available on the Company's website on www.sheratonproperties.in

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) the copyof the Annual Return for the Financial Year ended March 31 2021 made under the provisionsof Section 92(3) of the Act is available at the link:http://www.sheratonproperties.in/images/stories/sheratonresult/AnnualReturnMGT-7Sheraton2021.pdf

DISCLOSURES RELATED TO BOARD AND ITS COMMITTEES:

A. Board Meetings/ Annual General Meeting and attendance of Directors:

The Board meeting is conducted at least once in every quarter to consider theperformance of the Company and approve and adopt the financial statements and othernecessary business matters. The Notice and Agenda of the business to be transacted at theBoard Meeting are circulated well in advance to the Board of Directors of the Company.Every Board Member is free to suggest the inclusion of any item on the agenda.

During the Financial Year 4 (Four) Board Meetings of the Company were held on June 252020 August 12 2020 November 04 2020 and January 28 2021 respectively and the maximumgap between any two Board Meetings was always less than one hundred and twenty days.

Mr. Aditya Srivastava presided over the meetings of the Board as its Chairman.

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

Sr. Name of the Directors No. No. of Board Meetings held during FY 2020-21 No. of Board Meetings attended Attendance at the previous AGM held on 29.09.2020
1 Mr. B. M. Bhansali 4 4 Yes
2 Mr. Jayesh B. Bhansali 4 4 Yes
3 Mr. Dipesh P. Sanghvi 4 4 Yes
4 Mrs. Meenakshi J. Bhansali 4 4 Yes
5 Mr. Aditya Srivastava 4 4 Yes

B. 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:

a. Audit Committee.

b. Nomination and Remuneration Committee (NRC)

c. Stakeholders' Relationship Committee (SRC)

d. Independent Director's Committee (IDC)

a. Audit Committee:

The composition of the Audit Committee alongwith attendance details of the CommitteeMembers at the meetings during Financial Year under review were as under:

Sr. Name of the Member No No. Of Meetings held during FY 2020-21 No. of Meetings Attended
Mr. Aditya Srivastava 1 Chairman- Non-Executive Independent Director 4 4
Mr. Dipesh P. Sanghvi 2 Member- Non-Executive Independent Director 4 4
Mr. Jayesh B. Bhansali 3 Member- Non- Executive Director 4 4

Mr. Aditya Srivastava is the Chairman of the Audit Committee. All the Members of theAudit Committee have the adequate financial knowledge for interpreting the FinancialStatements of the Company.

During the year under review (Four) Meetings of Audit Committee were held viz. June25 2020 August 12 2020 November 04 2020 and January 28 2021 respectively and themaximum gap between any two Audit Committee Meetings was always less than one hundred andtwenty days.

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 the NRC alongwith attendance details of the Committee Members at themeetings during the FY 2020-21 were as under:

Sr. No.' Name of the Member No. of Meetings held during FY 2020-21 No. of Meetings Attended
Mr. Dipesh P. Sanghvi 1 Chairman- Non-Executive Independent Director 1 1
Mr. Aditya Srivastava 2 Member- Non-Executive Independent Director 1 1
Mr. Jayesh B. Bhansali 3 Member- Non-Executive Director 1 1

Mr. Dipesh P. Sanghvi is the Chairman of the Nomination and Remuneration Committee.

During the financial year under review 1 (One) Meeting of Nomination and Remunerationwas held on June 25 2020.

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

c. Stakeholders' Relationship Committee (SRC):

The composition of the SRC along with attendance details of the Committee Members atthe meetings during the FY 2020-21 were as under:

Sr. No. Name of the Member No. of Meetings held during FY 2020-21 No. of Meetings Attended
1 Mr. Aditya Srivastava Chairman Non-Executive Independent Director 1 1
2 Mr. Dipesh P. Sanghvi Member- Non-Executive Independent Director 1 1
3 Mr. Jayesh B. Bhansali Member- Non-Executive Director 1 1

During the year under review the Company has not received any Investors' Grievances.No grievances were pending as on 31st March 2021.

During the year under review 1 (One) Meeting of Stakeholders' Relationship Committeewas held on June 25 2020. All the members were present at the meeting.

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

d. Independent Director's Committee (IDC)

The Company has appointed Independent Directors on the Board in accordance with theprovisions of Section 149 of the Act as amended from time to time including theapplicable Rules if any and Regulation 16 of SEBI (LODR) Regulations 2015. EveryIndependent Director at the first meeting of the Board in which he/she participates as aDirector and thereafter at the first meeting of the Board in every Financial Year gives adeclaration that he/she meets the criteria of independence as laid down under Section149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations 2015 as amendedfrom time to time. The Independent Directors are complying with the provisions relating tolimit of directorships as required under Regulation 25 of the SEBI (LODR) Regulations2015.

The Independent Directors met once during the Financial Year i.e. on March 16 2021.During the meeting the Independent Directors reviewed among other critical issues thefollowing:

(a) The performance of Independent Directors and the Board as a whole;

(b) The performance of the Chairperson of the Company taking into account the views ofNon-Executive Directors and

(c) Assessing the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The Company has complied with the provisions with respect to the appointment and termof Independent Directors as per the Act and Listing Regulations.

WHISTLE BLOWER/VIGIL MECHANISM POLICY:

The Company believes in conducting its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behaviour.Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Boardand its Powers) Rules 2014 and Regulation 22 of the Listing Regulations the Board ofDirectors have implemented a vigil mechanism through the adoption of Whistle Blower/VigilMechanism Policy.

The above policy is available on the Company's website on www.sheratonproperties.in

RISK MANAGEMENT POLICY:

The Board during the Financial Year under review has not observed any eminent riskfor the Company which can threaten its existence. However the Company has a RiskManagement Policy in place as approved by the Board for curbing the elements of risk(s)identified with respect to the operations/ activities of the Company.

The above policy is available on the Company's website on www.sheratonproperties.in

STATUTORY AUDITORS AND THEIR REPORT:

At the last AGM held on September 26 2017 M/s Azad Jain & Company CharteredAccountants Mumbai (FRN-006251C) were appointed as Statutory Auditors for a period of 5years pursuant to the provisions of Section 139 of the Companies Act 2013 subject toratification of their re-appointment in each ensuing AGM.

Pursuant to amendments made by Companies (Amendment) Act 2017 to Section 139 of theCompanies Act 2013 effective from May 7 2018 the requirement of seeking ratification ofmembers for appointment of Statutory Auditors has been withdrawn from the statute.

In view of the above no resolution is proposed for ratification of appointment ofStatutory Auditors at this AGM.

No frauds have been reported by the Statutory Auditors during the Financial Year underreview pursuant to the provisions of Section 143(12) of the Companies Act 2013. Theobservations made by the Statutory Auditors in their Audit Report read with the relevantnotes thereof as stated in the Notes to the Audited Financial Statement of the Company forthe financial year ended March 31 2021 are self-explanatory and being devoid of anyreservation(s) qualification(s) or adverse remark(s) etc does not call for any furtherinformation(s)/ explanation(s) or comment(s) from the Board under Section 134(3)(f)(i) ofthe Companies Act 2013.

SECRETARIAL AUDITORS:

M7s Rathi & Associates Practicing Company Secretaries (FRN-P1988MH011900) wereappointed as the Secretarial Auditor by the Board to conduct the secretarial audit of theCompany for financial year 2020-21.

In accordance with Section 204(1) of the Act the Secretarial Audit Report for thefinancial year ended 31st March 2021 is annexed as Annexure - A to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THEREPORT.

No material changes and commitments have occurred between the end of the financial yearand date of this Annual Report which could affect the Company's financial position.

PERFORMANCE EVALUATION OF CHAIRMAN DIRECTOR(S) INCLUDING INDEPENDENT DIRECTORSCOMMITTEE(S) AND BOARD:

In accordance with the provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015 your Company has formulated the criteria for performance evaluation ofall the Directors including Independent Directors the Board and its Committees and theChairman. The annual evaluation process has been carried through oral assessment as wellas collective feedback.

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 it is not involved in any manufacturing process/ activity.

During the financial year under review there was no foreign exchange earnings andoutgo.

GENERAL DISCLOSURES:

No disclosure(s) or reporting(s) is required in respect of the following items asthere were no transaction(s)/ activity(ies) pertaining to these matters during financialyear 2020-21:

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

b. There has been no change in the nature of business of company during F.Y. 2020-21.

c. 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. 2020-21.

d. Management Discussion and Analysis Report carries no eminence in the case of theCompany as it does not carry out any substantive business activity calling for any suchmanagement discussion and business analysis.

e. 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.

OTHER DISCLOSURES:

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

a. Certificate under regulation 33 of SEBI (LODR) Regulations 2015 issued by the CEOand CFO of the Company with regard to certification on Audited Financial Statements of theCompany for financial year 2020-21 is also attached vide Annexure - B and formspart of this Report.

b. The Company has 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 (Listing Obligations and Disclosure Requirements) Regulations 2015 and the saidCode is also available on the website of the Company www.sheratonproperties.in Thedeclaration from the Director(s) of the Company related to the compliance of aforesaidCode of Conduct is also attached vide Annexure - C and forms part of this AnnualReport.

ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to place their sincere appreciation for the assistanceco-ordination and cooperation received from the Banks Statutory Authorities and allStakeholders.

For and on Behalf of the Board of Directors
Babulal M. Bhansali Jayesh B. Bhansali
Place: Mumbai Director Director
Date: 5th June 2021 (DIN:00102930) (DIN: 01062853)

.