Dear Shareholders,
Your Directors are pleased to present the 38th Annual Report of your Company
together with its Audited Financial Statements for the Financial Year ended 31st
March, 2023.
FINANCIAL AND OPERATIONAL RESULTS
The Financial and Operational Results of the Company for the year ended 31st
March, 2023, as compared to the previous financial year, is summarized below: (Amount in
Lakhs)
| Particulars |
Financial Year ended 31st March, 2023 |
Financial Year ended 31st March, 2022 |
| Income |
356.92 |
355.14 |
| Less: Expenses |
17.15 |
16.88 |
| Profit Before Tax |
339.77 |
338.27 |
| Less: Provision for Tax |
85.51 |
84.88 |
| Profit from continuing operations after tax (PAT) |
254.26 |
253.39 |
| Other Comprehensive Income |
(3411.11) |
(1542.06) |
| Total Comprehensive Income for the |
(3156.85) |
(1288.67) |
| Financial Year |
|
|
| Total Reserves and Surplus |
12138.92 |
15295.76 |
| Transfer of Amount to Reserves |
NIL |
NIL |
RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS:
The income generated in respect of Financial Year ended 31st March 2023 was
Rs. 356.92 lakhs as against the income of Rs. 355.14 lakhs generated for the Financial
Year ended 31st March 2022. Profit after tax for the Financial Year ended 31st
March 2023 stood at Rs. 254.26 lakhs as against the profit after tax of Rs. 253.39 lakhs
generated during the Financial Year ended 31st March 2022. However, on account
of the loss on investments, the Company incurred a loss of Rs. 3411.11 Lakhs as against
the loss of Rs. 1542.06 lakhs made during the previous Financial Year. The Directors are
hopeful of a better performance in the upcoming years.
DIVIDEND:
With a view to conserve the resources of the Company, your Directors have not
recommended any dividend for the financial year under review.
SHARE CAPITAL:
There has been no change in the share capital of the Company during the year under
review. As on 31st March, 2023, the paid-up share capital of your Company stood
at Rs. 1,20,00,000/-comprising of 12,00,000 Equity shares of Re.10/- each fully paid.
Further your Company has, during the year under review, neither issued any Equity
shares with differential voting rights nor any shares (including sweat equity shares) to
its employees under any scheme.
DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
requirement for furnishing of details of deposits covered under Chapter V of the Act is
not applicable.
TRANSFER TO RESERVES:
For the Financial Year ended 31st March, 2023, the Directors do not propose
to transfer any amount to the General Reserve.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED
UNDER SECTION 186 OF THE COMPANIES ACT, 2013 (“the Act”):
The Company has, during the FY under review, not given any loans, guarantees or
provided security and has not made any investments in any body corporate in excess of
limits specified under Section 186 of the Act.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
The Company does not have any Subsidiary, Joint Venture (JV) and Associate Companies as
on 31st March, 2023.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
Adequate Internal Financial Control systems, 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 FY under review, no material weaknesses in the design or operation of
Internal Financial Control system was reported.
PARTICULARS OF CONTRACT(S)/ TRANSACTION(S)/ ARRANGEMENT(S) WITH RELATED PARTIES:
During the year under review, there were no transactions falling within the purview 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 32 of Notes to Audited financial statements of your
Company.
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: www.sheratonproperties.in
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
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.
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 copy
of the Annual Return for the Financial Year ended 31st March, 2023 made under
the provisions of Section 92(3) of the Act is available on the Companys website on
www.sheratonproperties.in.
WHISTLE BLOWER / VIGIL MECHANISM POLICY:
The Company believes in conducting its affairs in a fair and transparent manner by
adopting 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 Board
and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Board of
Directors have implemented a vigil mechanism through the adoption of Whistle Blower/Vigil
Mechanism Policy.
The above policy is available on the Companys website on www.sheratonproperties.in
RISK MANAGEMENT:
The Board, during the Financial Year under review, has not observed any 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 www.sheratonproperties.in
The Company shall continue to have periodic review mechanism for monitoring of risk
events and functional activities basis residual risk rating.
MEETINGS OF THE BOARD & COMMITTEES:
5 (Five) meetings of the Board of Directors were held during the Financial Year ended
31st March, 2023. The details of the said meetings are mentioned in the report
on Corporate Governance forming part of this Annual Report.
The details pertaining to the Committees of Board of Directors of the Company viz.
Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee, and Independent Directors Committee have been stated in the Corporate
Governance Report forming part of this Annual Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
There were no changes in Directors during the year under review.
Mr. Vivek Maru, resigned from the post of Company Secretary & Compliance Officer
with effect from April 25, 2022. Thereafter, Mr. Shrimant Madhav was appointed as the
Company Secretary & Compliance Officer, pursuant to the provisions of Section 203 of
the Companies Act, 2013 read with Regulation 30 and 6(1) of SEBI(LODR)Regulations, 2015,
with effect from August 10, 2022.
Ms. Shailaja Karkera resigned from the post of Chief Executive Officer with effect from
closing hours of June 22, 2023. Thereafter, Mr. Parag Trivedi was appointed as the Chief
Executive Officer, pursuant to the provisions of Section 203 of the Companies Act, 2013
read with Regulation 30 of SEBI(LODR) Regulations, 2015, with effect from August 10, 2022.
In accordance with the provisions of Section 152 of the Act and in terms of the
Articles of Association of the Company, Mr. Jayesh B. Bhansali, Non-Executive
Non-Independent Director (DIN: 01062853) retires by rotation at the ensuing Annual General
Meeting (“AGM”) of the Company and being eligible, offers herself for
re-appointment. The relevant resolution proposing her reappointment has been included in
the Notice of the ensuing Annual General Meeting for the approval of the Shareholders
thereon.
The Company has received necessary declarations from the Independent Directors stating
that they meet the prescribed criteria for independence and complied with the code for
Independent Directors prescribed in Schedule IV of the Companies Act, 2013.
Details of Nomination and Remuneration Policy:
The Board, on the recommendation of the Nomination and Remuneration Committee, has
formulated a policy on Directors appointment and remuneration including criteria for
determining qualifications, positive attributes and independence of directors.
The above policy is available on the Companys website on www.sheratonproperties.in
The disclosures relating to remuneration and other details as required under Section
197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the
provisions of the second proviso to Section 136(1) of the
Act and as advised, the Annual Report excluding the aforesaid information is being sent
to the members of the Company. Any member interested in obtaining such information may
write to the Company on email id: sheratonproperties@gmail.com.
Performance evaluation of the Board:
In accordance with the provisions of the Act and Listing Regulations, the Company has
formulated the criteria for performance evaluation of all the Directors including
Independent Directors, the Board and its Committees and the Chairman, details of which are
mentioned in the Corporate Governance Report forming part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013 (“the Act”), and in
relation to the audited Annual Financial Statement of Company for the financial year ended
March 31, 2023, the Board of Directors hereby confirm that:
(a) in the preparation of the annual accounts for the FY ended 31st March,
2023, the applicable accounting standards have been followed and there are no material
departures from the same;
(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, 2023
and of the loss 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 the
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 the Company and
that such internal financial controls are adequate and are operating effectively; and
(f) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE:
The Company believes in adopting the best corporate governance practices. The report on
Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the
Listing Regulations and the certificate from a Practicing Company Secretary regarding
compliance with Corporate Governance norms, form part of this report and are attached as
Annexure-1 and Annexure-2, respectively.
CERTIFICATIONS AND DECLARATIONS:
The certificate issued by the CEO and CFO of the Company with regards to certification
on Audited Financial Statements of the Company for FY 2022-23 in accordance with the
Provisions of Regulation 17(8) of Listing Regulations is attached as Annexure-3 and forms
part of this Annual Report.
The declaration by CEO of the Company relating to compliance of Code of Conduct by all
Board Members and Senior Management Personnel of the Company, in accordance with the
provisions of Regulation 17(5) of Listing Regulations is attached as Annexure-4 and forms
part of this Annual Report.
AUDITORS:
Statutory Auditors:
M/s. B. L. Dasharda & Associates, Chartered Accountants, Mumbai (FRN-112615W) were
appointed as Statutory Auditors of the Company at the 37th AGM held on 29th
September, 2022 to hold office up to the conclusion of 42nd AGM on the
remuneration to be determined by the Board of Directors.
The Report given by the Statutory Auditors on the financial statements of the Company
does not contain any qualification, reservations or adverse remarks. made by the Auditor
in their report. The Notes to the Accounts referred to in the Auditors Report are
self-explanatory and therefore do not call for any further clarifications under Section
134(3)(f) of the Act. Further, pursuant to Section 143(12) of the Act, the Statutory
Auditors of the Company have not reported any instances of frauds committed in the Company
by its officers or employees.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013, M/s. Rathi &
Associates, Practicing Company Secretaries, (FRN-P1988MH011900), were appointed as the
Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for
the Financial Year ended 31st March 2023.
The Secretarial Audit Report is annexed as Annexure-5 to this Report. The Secretarial
Audit Report does not contain any qualification.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
No significant material order(s) were passed by the regulators/courts which would
impact the going concern status of the Company and the future operations of the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FY TILL THE DATE OF THE REPORT:
There have been no material changes, which have occurred between the end of Financial
Year till the date of this report, affecting the financial position of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review, the Company has complied with all the applicable
provisions of Secretarial Standards issued by the Institute of Company Secretaries of
India.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/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.
PREVENTION OF SEXUAL HARASSMENT:
In accordance with the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made
thereunder, the Company has formed Internal Complaints Committee for various work places
to address complaints pertaining to sexual harassment in accordance with the POSH Act.
The Company has a policy for prevention of Sexual Harassment, which ensures a free and
fair enquiry process with clear timelines for resolution. There were no cases/complaints
filed during the year under POSH Act.
GENERAL DISCLOSURES:
The Board of Directors state that no disclosure or reporting is required in respect of
the following matters as there were no transactions or applicability pertaining to these
matters during the year under review:
a) Instances of transferring the funds to the Investor Education and Protection Fund.
b) Change in nature of business of Company during F.Y.2022-23
c) 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.
d) Issue of Debentures/bonds/warrants/any other convertible securities.
e) Appointment of Cost Auditors and maintenance of cost records in accordance with the
provisions of Section 148(1) of the Act is not required for the Company since the Company
is not involved in any kind of manufacturing activity.
f) Details of any application filed for Corporate Insolvency Resolution Process under
Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.
g) Instance of one-time settlement with any bank or Financial Institution.
h) Statement of deviation or variation in connection with preferential issue.
i) Scheme of provision of money for the purchase of its own share by employees or by
trustees for the benefit employees
j) Payment of remuneration or commission from any of its holding or subsidiary
companies to the Managing Director of the Company.
ACKNOWLEDGEMENT AND APPRECIATION:
Your Directors would like to place their sincere appreciation for the assistance,
co-ordination and cooperation received from the Banks, Statutory Authorities and all
Stakeholders.
|
For and on behalf of the Board of Directors |
|
|
Babulal M. Bhansali |
Jayesh B. Bhansali |
| Date: 11th August, 2023 |
Director |
Director |
| Place: Mumbai |
(DIN: 00102930) |
(DIN: 01062853) |
+91-9892691696
