Sheraton Properties & Finance Ltd Directors Report.

Dear Shareholders,

Your Directors are pleased to present the 36th Annual Report of the Company together with 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, 2021, as 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 59,10,081 59,09,100
Less: Expenses 5,69,755 7,19,334
Profit Before Tax 53,40,326 51,89,766
Less: Provision for Tax 13,71,428 NIL
Profit from continuing operations after tax (PAT) 39,68,898 51,89,766
Other Comprehensive Income 1,30,42,32,892 31,89,38,981
Total Comprehensive Income for the Financial Year 1,30,82,01,790 32,41,28,747
Total Reserves and Surplus 1,65,84,43,534 35,02,41,744
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 under review.

SHARE CAPITAL

There has been no change in the share capital of your Company during the financial year under review. As on March 31, 2021, 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 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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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)/ TRAN SECTION (S)/ ARRANGEMENT(S) WITH RELATED PARTIES:

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

During the 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, INVESTMENTS MADE OR SECURITIES PROVIDED AS PER SECTION 186 OF COMPANIES ACT, 2013:

Particulars of loans, advances and investments made by the Company, during FY 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):

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

Mr. Tanmay Bidikar, resigned from the post of Company Secretary cum Compliance Officer with effect from January 16, 2021. The Board places on record its appreciation for the services rendered by him during his tenure as the Company Secretary of the Company. Thereafter, Mr. Vivek Ashwin Maru 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 June 5,2021.

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 General Meeting of the Company and being eligible, has offered himself for re-appointment.

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, 2021, the Board of Directors hereby confirm 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 March 31, 2021 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.

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 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 copy of the Annual Return for the Financial Year ended March 31, 2021 made under the provisions of 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, 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 the Financial Year, 4 (Four) Board Meetings of the Company were held on June 25, 2020, August 12, 2020, November 04, 2020 and January 28, 2021 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:

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 of Companies 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 Directors Committee (IDC)

a. Audit Committee:

The composition of the Audit Committee alongwith attendance details of the Committee Members 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 the Audit Committee have the adequate financial knowledge for interpreting the Financial Statements of the Company.

During the year under review, (Four) Meetings of Audit Committee were held viz. June 25, 2020, August 12, 2020, November 04, 2020 and January 28, 2021 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 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 the 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
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 Remuneration was 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 at the 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 Committee was 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 Directors Committee (IDC)

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

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, the following:

(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 of Non-Executive Directors, and

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

The Company has complied with the provisions with respect to the appointment and term of 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 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 POLICY:

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

STATUTORY AUDITORS AND THEIR REPORT:

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

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

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

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

SECRETARIAL AUDITORS:

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

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

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 Companies Act, 2013 and SEBI (LODR) Regulations, 2015, 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 2020-21:

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. 2020-21.

c. 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. 2020-21.

d. 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.

e. 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 regulation 33 of SEBI (LODR) Regulations, 2015, issued by the CEO and CFO of the Company with regard to certification on Audited Financial Statements of the Company for financial year 2020-21 is also attached vide Annexure - B 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the said Code is also available on the website of the Company 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 - C and forms part of this Annual Report.

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
Place: Mumbai Director Director
Date: 5th June, 2021 (DIN:00102930) (DIN: 01062853)