Sheraton Properties & Finance Ltd Directors Report.

Dear Shareholders,

Your Directors are pleased to present the 35th Annual Report of the Company together with its Audited Financial Statements for the financial year ended 31st March, 2020.

FINANCIAL AND OPERATIONAL RESULTS:

The Financial and Operational Results of the Company for the financial year ended 31st March, 2020, as compared to the previous financial year, is summarized below:

(Amount in Rs.)

Particulars 2019-20 2018-19
Gross Sales/ Income 59,09,100 35,61,000
Less: Expenses 7,19,334 5,27,988
Profit Before Tax 51,89,766 30,33,012
Less: Provision for Tax NIL NIL
Profit from continuing operations after tax
51,89,766 30,33,012
(PAT)
Other Comprehensive Income 31,89,38,981 NIL
Total Comprehensive Income for the
32,41,28,747 30,33,012
Financial Year
Total Reserves and Surplus 35,02,41,744 2,61,12,597
Transfer of Amount to Reserves NIL NIL

DIVIDEND:

With a view to conserve the resources of the Company, your Directors have not recommended any dividend for the financial year 2019-20.

SHARE CAPITAL

There has been no change in the share capital of your Company during the financial year under review. As on March 31, 2020, the paid-up share capital of your Company stood at Rs. 1,20,00,000/- comprising 12,00,000 Equity shares of Rs. 10/- each fully paid.

DEPOSITS

The Company has not invited any deposits from public during the financial year under review and as such, no amount of principal or interest related thereto was outstanding as on 31st March, 2020.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture and Associate Companies during the financial year 2019-20.

INTERNAL FINANCIAL CONTROL SYSTEM OF COMPANY:

Adequate Internal Financial Control system, commensurate with the nature of the Companys business, size and complexity of its operations are in place and have been operating satisfactorily and effectively.

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

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

In terms of Section 188 of the Companies Act, 2013 (“the Act”) read with rules framed thereunder and as per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), your Company has formulated the policy on materiality of related party transactions and dealing with related party transactions. The same is uploaded on the website of your Company and may be accessed at the web link https://www.sheratonproperties.in/

During the financial year under review, there were no transactions falling within the provisions of Section 188 of the Companies Act, 2013, entered into by your Company with any related party.

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

PARTICULARS OF LOANS, ADVANCES & GUARANTEES GIVEN AND INVESTMENTS MADE OR SECURITIES PROVIDED AS PER SECTION 186 OF THE ACT:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Ms. Dhvani Mehta, resigned from the post of Company Secretary cum Compliance Officer with effect from 31st May, 2019. The Board places on record its appreciation for the services rendered by her during his tenure as the Company Secretary of the Company.

Mr. Tanmay Bidikar was appointed as the Company Secretary & Compliance Officer of the Company and Mr. Alpesh Patel was appointed as the Chief Financial Officer of the Company with effect from 12th August, 2019, respectively.

Mr. Aditya Srivastava (DIN: 07250865) and Mr. Dipesh Sanghvi (DIN: 07274074) were re-appointed as Non-Executive Director Independent Directors of the Company for a second term of five years, commencing from 31st August, 2020 upto 30th August, 2025, by the shareholders of the Company at the Annual General Meeting (AGM) held on 28th September, 2019.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Jayesh Bhansali (DIN: 01062853) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for reappointment.

The Company has received declarations from the Non-Executive Independent Directors of the Company confirming that they meet the criteria of Independence, as prescribed under Section 149(6) of the Companies Act, 2013 including rules made thereunder and Regulation 16(1)(b) of Listing Regulations, as amended from time to time.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act, and in relation to the Audited Annual Financial Statement of Company for the financial year ended 31st March, 2020, the Board of Directors hereby confirms that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. Such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as on 31st March, 2020 and of the profit of the Company for that year;

c. Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of Company 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 that such internal financial controls are adequate and were operating effectively; and

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

NON-APPLICABILITY OF CORPORATE GOVERNANCE PROVISIONS OF LISTING REGULATIONS:

Pursuant to the provisions of Regulation 15(2) of Listing Regulations, compliance with the provisions 17 to 27 and clauses (b) to (i) of sub-regulation 46 and Para C, D and E of Schedule V of the Corporate Governance are not applicable to the Companies having paid up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of previous financial year or on the Companies listed on SME Exchange.

In view of above, as per the latest Audited Financial Statements of the Company as at 31st March, 2020, the paid-up Equity Share Capital and the Net Worth of the Company does not exceed the respective threshold limit of Rs. 10 Crore and Rs. 25 Crore, as aforesaid; hence compliance with the aforementioned provisions of the Corporate Governance are not applicable to the Company.

PARTICULARS OF REMUNERATION

Your Company has constituted a ‘Nomination & Remuneration Committee for assisting the Board in discharging its responsibilities relating to compensation of the Companys Executive Directors and KMPs/Senior level employees/personnel, etc., whenever deemed necessary.

Your Company has adopted a well-defined Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other employees. The above policy is available on the Companys website on https://www.sheratonproperties.in/

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and 92(3) of the Act (read with Rule 12 of the Companies [Management and Administration] Rules, 2014), the extracts of Annual Return in Form No. MGT-9 is attached as Annexure - A and form part of this Annual Report.

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 the performance of the Company and approve and adopt the financial statements and other necessary business matters. The Notice and Agenda of the business to be transacted at the Board 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 financial year 2019-20, 4 (Four) Board Meetings of the Company were held on 29th May, 2019, 12th August, 2019, 11th November, 2019 and 11th February, 2020 respectively and the maximum gap 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:

Name of the Directors No. of Board Meetings held during financial year 2019-20 No. of Board Meetings attended Attendance at the previous AGM held on 28th September, 2019
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 of the Act and Listing Regulations w.e.f. 31st August, 2015:

a. Audit Committee. b. Nomination and Remuneration Committee (NRC) c. Stakeholders Relationship Committee (SRC)

The Company Secretary acts as the Secretary for all the Committees.

a. Audit Committee:

The composition of the Audit Committee alongwith attendance details of the Committee Members at the meetings during the FY 2019-20, were as under:

Name of the Member No. Of Meetings held during FY 2019-20 No. of Meetings Attended
1 Mr. Aditya Srivastava Chairman- Non-Executive Independent Director 4 4
2 Mr. Dipesh P. Sanghvi Member- Non-Executive Independent Director 4 4
3 Mr. Jayesh B. Bhansali Member- Non- Executive Non -Independent Director 4 4

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

During the year under review,4 (Four) Meetings of Audit Committee were held viz. on 29th May, 2019, 12th August, 2019, 11th November, 2019 and 11th February, 2020 respectively and the maximum gap between any two Audit Committee Meetings was always less than one hundred and twenty days.

The Committee acts as per the terms of reference specified under Regulation 18 read with Part C of Schedule II of Listing Regulations and Section 177 of the Act.

b. Nomination and Remuneration Committee (NRC):

The composition of the NRC along with attendance details of the Committee Members at the meetings during the financial year 2019-20, were as under:

Name of the Member No. of Meetings held during financial year 2019-20 No. of Meetings Attended
1 Mr. Dipesh P. Sanghvi Chairman- Non- Executive Independent Director 1 1
2 Mr. Aditya Srivastava Member- Non-Executive Independent Director 1 1
3 Mr. Jayesh B. Bhansali Member- Non-Executive Non-Independent Director 1 1

Mr. Dipesh P. Sanghvi is the Chairman of the NRC.

During the financial year under review 1 (One) Meeting of NRC was held on 12th August, 2019. 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 at the meetings during the financial year 2019-20, was as under:

Name of the Member No. of Meetings held during financial year 2019-20 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 Non-Independent Director 1 1

During the financial year under review, the Company has not received any Investors Grievances. No grievances were pending as on 31st March, 2020.

During the financial year under review, 1 (One) Meeting of Stakeholders Relationship Committee was held on 29th May, 2019. All the members were present at the meeting.

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

RISK MANAGEMENT POLICY:

The Board, during financial year 2019-20, observed no eminent risk for the Company which can threaten its existence. However, the Company has a Risk Management 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 Companys website on https://www.sheratonproperties.in/

STATUTORY AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Act, M/s Azad Jain & Company, Chartered Accountants, Mumbai (FRN-006251C) were appointed as Statutory Auditors of the Company at the 32nd AGM held on 26th September, 2017, to hold office up to the conclusion of 37th AGM on the remuneration to be determined by the Board of Directors, subject to ratification of their re-appointment in each ensuing AGM.

Further, Ministry of Corporate Affairs vide notification dated 7th May, 2018 dispensed with the requirement for ratification of appointment of Statutory Auditors by Members at every AGM. Accordingly, no resolution is proposed for ratification of appointment of Statutory Auditors at this AGM.

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

The Report given Statutory Auditors on Audited Financial Statement of the Company for the financial year ended 31st March, 2020 forms part of this Annual Report. There is no reservation(s), qualification(s) or adverse remark(s) made by the Auditor in their report.

SECRETARIAL AUDITORS:

In terms of the provisions of Section 204 of the Act, M/s Rathi & Associates, Practicing Company Secretaries, Mumbai (Firm registration no. P1988MH011900) were appointed by the Board as Secretarial Auditors of the Company for FY 2020-21.

The Secretarial Audit Report as issued by the Secretarial Auditors, in Form No. MR-3 for the financial year 2019-20 is attached as Annexure - B and forms part of this Boards Report. The said Secretarial Audit Report was devoid of any observation(s), reservation(s), qualification(s) or adverse remark(s).

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

No material changes and commitments have occurred between the end of the financial year and date of this Annual Report which could affect the Companys financial position.

PERFORMANCE EVALUATION OF CHAIRMAN, DIRECTOR(S) INCLUDING INDEPENDENT DIRECTORS, COMMITTEE(S) AND BOARD:

In accordance with the provisions of the Act and Listing Regulations, your Company has formulated the criteria for performance evaluation of all the Directors including Independent Directors, the Board and its Committees and the Chairman. The annual evaluation process has been carried through oral assessment as well as 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 Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are not applicable 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 and outgo.

GENERAL DISCLOSURES:

No disclosure(s) or reporting(s) is required, in respect of the following items as there were no transaction(s)/ activity(ies) pertaining to these matters during financial year 2019-20:

a. No significant or material orders were passed by the Regulators, Courts or Tribunals which impact the going concern status and Companys operations in future.

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

2019-20.

c. There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

d. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at workplace has been reported to Company during F.Y. 2019-20.

e. Management Discussion and Analysis Report carries no eminence in the case of the Company, as it does not carry out any substantive business activity calling for any such management discussion and business analysis.

f. The Corporate Social Responsibility (CSR) regulations were not applicable to Company as it did not qualify the criteria/ threshold limit(s) as prescribed pursuant to Section 135 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 17(8) of Listing Regulations, issued by the CEO and CFO of the Company with regard to certification on Audited Financial Statements of the Company for financial year 2019-20 is also attached vide Annexure - C and forms part of this Report.

b. The Company has laid down the Code of Conduct for all Board Members and Senior Management personnel of the Company in accordance with the provisions of Regulation 17(5) of Listing Regulations and the said Code is also available on the website of the Company at https://www.sheratonproperties.in The declaration from the Director(s) of the Company related to the compliance of aforesaid Code of Conduct is also attached vide Annexure - D and forms part of this Annual Report.

ACKNOWLEDGEMENT AND APPRECIATION:

The Board would like to place their sincere appreciation for the assistance, coordination and cooperation received from the Banks, Statutory Authorities and all Stakeholders.

For and on Behalf of the Board of Directors
B. M. Bhansali Jayesh B. Bhansali
Place: Mumbai Director Director
Date: 25th June, 2020 (DIN: 00102930) (DIN: 01062853)
Registered Office Address:
Bhansali House, A-5, Off Veera Desai Road,
Andheri (West), Mumbai 400 053