Your Directors have pleasure in presenting the Forty-sixth Annual Report of the companytogether with the Audited Accounts for the year ended 31st March 2018.
|Particulars ||Current Year ||Previous Year |
|Revenue from operations ||4591.28 ||4710.56 |
|Operating Profit ||1907.45 ||2017.05 |
|Other Income ||225.91 ||214.48 |
|Depreciation ||738.27 ||800.86 |
|Profit before tax ||1395.09 ||1430.67 |
|Tax Expenses: || || |
|Current Tax ||531.96 ||297.48 |
|MAT Credit Entitlement ||- ||(64.53) |
|Deferred Tax ||(310.65) ||267.86 |
|Total ||221.31 ||500.81 |
|Net Profit ||1173.78 ||929.86 |
|Other Comprehensive Income/ (Loss) for the year net of tax ||(9.35) ||(5.98) |
|Total Comprehensive Income ||1164.43 ||923.89 |
Transfer to Reserves
During the financial year 2017-18 an amount of 7 200 lakh (7 200 lakh last year) hasbeen transferred to General Reserve out of amount available for appropriation.
Directors' Responsibility Statement
Pursuant to the requirements of Section 134(5) of the Companies Act 2013 we herebystate and confirm that:
i) in the preparation of the annual accounts the applicable accounting standards havebeen followed;
ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a fair viewof the state of affairs of the Company and of the profit for the year ended 31st March2018;
iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv) the Directors have prepared the annual accounts on a going concern basis;
v) The Directors had laid down internal financial controls which are being followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and
vi) The Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The company achieved an operating revenue of 7 4591.28 lakh as against 7 4710.56 lakhin the previous year. Operating Profit was 71907.45 lakh as compared to 7 2017.05 lakhlast year. The net profit stood at 71173.78 lakh as compared to 7 929.86 lakh an increaseof 26% over the previous year. During the year performances of the properties atDarjeeling Kalimpong and Siliguri were severely affected on account of politicaldisturbances in the region for an extended period. The situation is normal now and allthese three properties are performing well. The other properties at Port Blair DooarsOoty and Burdwan recorded growth both in occupancy as well as ARR during the year.
Your Directors are pleased to recommend a dividend of 40% (7 4 per equity share of 710)for the year 2017-2018 amounting to 7 268.60 lakh inclusive of dividend distribution taxof 7 45.80 lakh.
Investor Education and Protection Fund
A sum of 7 99515/- being the dividend lying unclaimed for seven consecutive years outof the interim dividend declared by the Company for the year ended on March 312010 at theBoard Meeting held on 2nd February 2010 was transferred to the Investor Education andProtection Fund of the Central Government in March 2017.
19200 Equity shares in respect of 606 folios where dividend remained unclaimed forseven consecutive years has also been transferred to the IEPF Authority in compliance withSection 124 of the Companies Act 2013 read with rule 6 of the Investor Education andProtection Fund (Accounting Audit Transfer and Refund) Rules 2017 after givingindividual notices to concerned shareholders and advertisements in newspapers. Noticeswere sent to all members concerned reminding them to encash their unclaimed dividend. Listof shareholders whose dividend remain unclaimed till date of AGM held on September 162017 have been uploaded in the investor information website of the Company www.sinclairsindia.com under heading "InvestorInformation" => "Unclaimed Dividend". Shareholders are requested tocheck their unpaid dividend from this list and contact the Registrars and Share TransferAgents to obtain duplicate dividend warrants.
Directors and Key Managerial Personnel
During the year under review Mr Navin Suchanti (DIN: 00273663) was appointed asChairman with affect from 1st June 2017.
Dr Niren Suchanti (DIN: 00909388) has stepped down as Chairman w.e.f. 1st June 2017but shall continue to be a Director.
Mr Dip Narayan Mittra (DIN: 05016332) has been appointed as an Independent Director on23rd June 2017 for three years. Mr Mittra has given a declaration that he meets thecriteria of independence as laid down in Section 149(6) of the Companies Act 2013.
Mr Swajib Chatterjee was appointed as Chief Operating Officer (COO) on 26th May 2017.As COO he will act as Manager as per the provisions of the Companies Act 2013.
Dr Niren Suchanti (DIN: 00909388) Director retire by rotation at the forthcomingAnnual General Meeting and being eligible offer himself for reappointment. The Directorsrecommend re-appointment of Dr Niren Suchanti to the Board.
Mr Rohan Sikri Mr Aseem Kohli Mr Chandrasekhar Subrahmoneyan and Mr Sumit RatnakarGuha resigned as Directors on 23rd June 2017. The Board of Directors wish to place onrecord deep appreciation for their valuable contribution.
Declaration by Independent Directors
A declaration that they meet the criteria of independence as provided in sub-section(6) of Section 149 of the Companies Act 2013 has been received from all the IndependentDirectors.
Company's Policy on Directors' Appointment and Remuneration and Senior ManagementAppointment and Remuneration
In accordance with Section 178 of the Act read with Regulation 19(4) of the SEBI(Listing Obligation and Disclosures Requirement) Regulations 2015 the Company'sNomination and Remuneration Committee has formulated a policy on Directors' Appointmentand Remuneration and Senior Management Appointment and Remuneration. The policies areobtained in Annexure I and II and forms part of this report and has been uploaded on theinvestor information website www.sinclairsindia.com .
Particulars of Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo
The operations of your company do not require energy consumption of any significantlevel. The company does not use any imported technology. Therefore information regardingconservation of energy and technology absorption as required under section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is notannexed.
During the year your Company earned Rs. 7088566 in foreign exchange (previous yearRs. 15990744). There was expenditure in foreign currency of Rs. 374961 (previous yearRs. 666279).
Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules madethereunder the term of office of M/s S R Batliboi & Co LLP Chartered Accountants(Firm Registration No. 301003E/ E300005) as Statutory Auditors of the Company willconclude at the close of ensuing Annual General Meeting of the Company.
Subject to the approval of the members and based on the recommendation of the AuditCommittee the Board of Directors has recommended the appointment of M/s B S R & Co.LLP Chartered Accountants (Firm Registration No 101248W/ W-100022) as Statutory Auditors(in place of M/s S R Batliboi & Co LLP Chartered Accountants) the retiring auditorfor a term of one year commencing from the conclusion of the 46th Annual General Meetingtill the conclusion of the 47th Annual General Meeting. Approval of appointment ofStatutory Auditors is being sought from the members at the ensuing AGM.
In terms of Section 204 of the Companies Act 2013 Mr. Arup Kumar Roy PracticingCompany Secretary has been appointed as Secretarial Auditors. The report of theSecretarial Auditors for the year ended 31 st March 2018 appears as Annexure III to thisreport.
Related Party Transactions
Related party transactions that were entered during the financial year were at an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Promoters Directors Management or theirrelatives which could have had a potential conflict with the interests of the Company.The policy on related party transactions as approved by the Board is available on thewebsite www.sinclairsindia.com . The particulars of contracts entered during the year asper Form AOC-2 appears as Annexure IV with this report.
Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility Committee (CSR) andframed Corporate Social Responsibility Policy as required under Companies Act 2013. TheCSR policy is available on the company's website www.sinclairsindia.com . Details ofamount spent on CSR activities during the financial year 2017-18 are given in Annexure V.
Particulars of Loans Guarantees or Investments
There are no loans guarantees or investments made by the Company covered under theprovision of Section 186 of the Companies Act 2013.
During the year the Company has not accepted any deposits from the public.
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 readwith Regulation 22 of the SEBI (LODR) Regulation 2015 a Vigil Mechanism for directorsand employees to report genuine concerns has been established. The Vigil Mechanism Policyis available on the website www.sinclairsindia.com . During the year ended 31st March2018 there were no complaints.
During the year 5 (five) Board meetings were held on 26th May 201723rd June 201714thAugust201714th November 2017 and 12th February 2018.
The information pursuant to Section 197(12) read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 in respect ofemployees of the Company is attached as Annexure VI and forms part of the Directors'Report. There are no employees who are in receipt of remuneration in excess of the limitspecified under Section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016.
Extract of Annual Return
The extract of the Annual Return Form MGT-9 is annexed to this report as Annexure VII.
Management Discussion and Analysis and Corporate Governance Report
In compliance with Regulation 34(3) of Listing Regulations a separate section onManagement Discussion and Analysis which includes details on the state of affairs of theCompany and Corporate Governance Report as approved by the Board of Directors togetherwith a certificate from the Statutory Auditors confirming compliance with the requirementsof Regulation 34(3) forms part of this Report.
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations a BoardEvaluation Policy has been designed.
The process of review of Non-Independent Directors and the
Board as a whole and its committees were undertaken in a separate meeting ofIndependent Directors without the attendance of Non-Independent Directors and members ofthe management. At the meeting the performance of the Chairman was reviewed. The meetingalso assessed the quality quantity and timeliness ofthe flow of information required forthe Board to perform its duties properly.
The Board of Directors separately evaluated the performance of each of the IndependentDirectors. The concerned Independent Director did not participate in the meeting.
The Directors have expressed their satisfaction with the evaluation process.
Based on the findings from the evaluation process the Board will continue to reviewits procedures and effectiveness in the financial year ahead with a view to practising thehighest standards of corporate governance.
Material Changes and Commitments
No material changes and commitments occurred between the end of the financial year towhich these financial statements relate and the date of this report.
The Directors place on record their appreciation for the co-operation extended by theGovernment of West Bengal Andaman & Nicobar Islands Administration Government ofTamil Nadu and other authorities and look forward to their continued support.
The Directors wish to thank the shareholders for their confidence and the employees fortheir dedicated service.
|Pressman House ||For and on behalf of the Board |
|10A Lee Road || |
|Kolkata 700 020 ||Navin Suchanti |
|May 22 2018 ||Chairman |