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Sinclairs Hotels Ltd.

BSE: 523023 Sector: Services
NSE: N.A. ISIN Code: INE985A01022
BSE 00:00 | 26 Feb 47.00 -0.25
(-0.53%)
OPEN

48.90

HIGH

48.90

LOW

46.60

NSE 05:30 | 01 Jan Sinclairs Hotels Ltd
OPEN 48.90
PREVIOUS CLOSE 47.25
VOLUME 49096
52-Week high 64.20
52-Week low 27.20
P/E 213.64
Mkt Cap.(Rs cr) 131
Buy Price 47.00
Buy Qty 712.00
Sell Price 48.30
Sell Qty 100.00
OPEN 48.90
CLOSE 47.25
VOLUME 49096
52-Week high 64.20
52-Week low 27.20
P/E 213.64
Mkt Cap.(Rs cr) 131
Buy Price 47.00
Buy Qty 712.00
Sell Price 48.30
Sell Qty 100.00

Sinclairs Hotels Ltd. (SINCLAIRSHOTELS) - Director Report

Company director report

Your Directors have pleasure in presenting the Forty-eighth AnnualReport of the company together with the Audited Accounts for theyearended31 March 2020.

Financial Highlights

Particulars Current Year Previous Year
Total Revenue 4716.66 4958.31
Earnings Before Interest
Depreciation Taxes and
Amortisation (EBIDTA) 1854.06 2161.10
Depreciation 675.62 752.59
Profit Before Tax 1178.44 1408.51
Current Tax 407.38 303.19
Deferred Tax (177.84) 130.63
Net Profit for the year 948.90 974.69
Other Comprehensive (Income)/
Loss for theyear net oftax (6.65) (0.44)
Total Comprehensive Income 955.55 975.13

Directors' Responsibility Statement

Pursuant to the requirements ofSection 134(5) of the Companies Act2013 we hereby state and confirm that:

i) in the preparation of the annual accounts the applicable accountingstandards have been followed;

ii) the Directors have selected such accounting policies and appliedthem consistently and madejudgments and estimates that are reasonable and prudent so as togive a fair view of the state of affairs of the Company and of the profit for the yearended 31 March 2020;

iii) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions ofCompaniesAct 2013 safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;

iv) the Directors have prepared the annual accounts on a going concernbasis;

v) The Directors have laid down internal financial controls which arebeing followed by the Company and that such internal financial controls are adequate andare operating effectively; and

vi) The Directors have devised proper system to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Performance

The Company achieved a revenue of Rs. 4716.66 lakh as against Rs.4958.31 lakh in the previous year. Earnings Before Interest Depreciation Tax andAmortisation (EBIDTA) was Rs. 1854.06 lakh as compared to Rs. 2161.10 lakh last year.Thenet profit was lower at Rs. 948.90 lakh as compared to Rs. 974.69 lakh last year.

Dividend

Your Directors are pleased to recommend a dividend of 40% ( Rs. 0.80per equity share of Rs. 2) for the year 2019-20 amounting to Rs. 222.80 lakh. The outgofrom payment of dividend will be Rs. 222.80 lakh.

Transfer to Investor Education and Protection Fund

An amount of Rs. 7.59 lakh being the dividend lying unclaimed for sevenconsecutive years out of the interim dividend declared by the Company for the year ended31 March 2013 was transferred to the Investor Education and Protection Fund (IEPF) of theCentral Government within the stipulated time.

2645 Equity Shares of Rs. 10 each fully paid up in respect of 35 folioswhere dividend remained unclaimed for seven consecutive years were also transferred to theIEPF Authority in compliance with Section 124 of the Companies Act 2013 read with Rule 6of the Investor Education and Protection Fund (Accounting AuditTransfer and Refund)Rules 2017 after giving individual notices to concerned shareholders and advertisementsin newspapers.

Notices were sent to concerned members reminding them to encash theirunclaimed dividend. List of shareholders whose dividend remain unclaimed till date oflast AGM held on 27 August 2019 have been uploaded in the investor information websitewww.sinclairsindia.com under heading "Investor Information" =>"Unclaimed Dividend". Shareholders are requested to checktheir unpaid dividendfrom this list and contact the Registrars and Share Transfer Agents to obtain duplicatedividend warrants.

Directors and Key Managerial Personnel

Dr Niren Suchanti (DIN: 00909388) Director retire by rotation at theforthcoming Annual General Meeting and being eligible offer himself for reappointment.The Directors recommend re-appointment of Dr Niren Suchanti to the Board.

Based on the recommendation of Nomination and RemunerationCommitteeappointmentofMrs Pramina Suchanti (DIN: 00273736) effective 9 July 2020 isproposed at the ensuing AGM for the approval of the members by way ofOrdinary Resolution.

Based on the recommendation of the Nomination and RemunerationCommittee re-appointment of Mr Dip Narayan Mittra (DIN: 05016332) effective 23 June 2020for a term of three years is proposed for the approval of the Members by way of SpecialResolution at the ensuing AGM.

Ms Srushti Mody has been appointed as Company Secretary with effectfrom1 August 2019.

Declaration by Independent Directors

Declaration by Independent Directors that they meet the criteriaofindependenceas provided in sub-section (6) ofSection 149 of the Companies Act 2013 hasbeen received from all the Independent Directors.

Company's Policy on Directors'Appointment andRemuneration and Senior Management Appointment and Remuneration

In accordance with Section 178 of the Companies Act 2013 read withRegulation 19(4) of the SEBI (Listing Obligation and Disclosures

Requirement) Regulations 2015 the Company's Nomination andRemuneration Committee has formulated a policy on Appointment and Remuneration ofDirectors Key Managerial Personnel and Senior Management. The policies are outlined inAnnexure I and forms part of this report and has been uploaded on the investor informationwebsite www.sinclairsindia.com.

Particulars of Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo

The operations of your company do not require energy consumption of anysignificant level. The company does not use any imported technology. Thereforeinformation regarding conservation of energy and technology absorption as required underSection 134(3) (m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts)Rules 2014 is not annexed. During the year your Company earned Rs. 44.13 lakh in foreignexchange (previous year Rs. 42.71 lakh). There was expenditure in foreign currency of Rs.5.04 lakh (previousyear Rs. 4.28 lakh).

Statutory Auditors

The Shareholders at their 46th Annual General Meeting (AGM) held on 3August 2018 had approved the appointment of M/s BSR & Co. LLP Chartered Accountants(Firm Registration No. 101248W/W-100022) as Statutory Auditors of the Company to holdoffice from the conclusion of the 46th AGM up to the conclusion of the 51st AGM.

There are no qualifications adverse remarks or disclaimer made by theAuditors in their Report.

Total fees for services paid to the Statutory Auditor by the Company isRs. 12.88 lakh excluding GST.

Secretarial Audit

In terms of Section 204 of the Companies Act 2013 Mr. Arup Kumar RoyPracticing Company Secretary has been appointed as Secretarial Auditors of the Company.The report of the Secretarial Auditors for the year ended 31 March 2020 appears asAnnexure II to this report.

Reporting of Fraud by Auditors

During the year under review the Auditors have not reported anyinstances of frauds committed in the Company by its Officers or Employees to theAuditCommittee under Section 143(12) of the Companies Act 2013.

Directors' Qualification Certificate

In terms of SEBI (LODR) Regulations 2015 a certificate from Mr ArupKumar Roy Practicing Company Secretary stating that none of the directors on the board ofthe company have been debarred or disqualified from being appointed or continuing asdirectorofcompanies by the Board/Ministry ofCorporateAffairs or any such statutoryauthority appears as Annexure III to this report.

Related Party Transactions

Related party transactions that were entered into during the financialyear were at an arm's length basis and were in the ordinary

course of business.There were no materially significant related partytransactions with the Promoters Directors Management or their relatives which couldhave had a potential conflict with the interests of the Company. The policy on relatedparty transactions as approved by the Board is available on the websitewww.sinclairsindia.com. The particulars of contracts entered during the year as per FormAOC-2 is attached to this report as Annexure IV.

Disclosures of transactions of the listed entity with any person orentity belonging to the promoter/promoter group which hold(s) 10% or more shareholding inthe listed entity

During the financial year 2019-20 no such transaction took place withany promoter/promoter group holding 10% or more shareholding.

CorporateSocial Responsibility

The Company has constituted a Corporate Social Responsibility Committee(CSR) and framed Corporate Social Responsibility Policy as required under Companies Act2013. The CSR policy is available on the company's website www.sinclairsindia.com. Detailsof amount spent on CSR activities during the financial year 2019-20 are given in AnnexureV.

Particulars of Loans Guarantees or Investments

There are no loans guarantees or investments made by the Companycovered under the provision of Section 186 of the Companies Act 2013.

Public Deposits

During the year the Company has not accepted any deposits from thepublic.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of theCompanies Act 2013 read with Regulation 22 of the SEBI (LODR) Regulation 2015 a VigilMechanism for directors and employees to report genuine concerns has been established.TheVigil Mechanism Policy is available on the website www.sinclairsindia.com. During the yearended 31 March 2020 there were no complaints. During the year no personnel were deniedaccess to Audit Committee.

Board Meetings

During the year 5 (five) Board meetings were held on 21 May 2019 13August 2019 8 November 2019 10 February 2020 and 24 February 2020.

Managerial Remuneration

The information required pursuant to Section 197(12) read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) AmendmentRules 2016 in respect of employees of the Company is attached as Annexure VI and formspart of the Director's Report. There are no employees who are in receipt of remunerationin excess of the limit specified under Section 134(3) (q) read with Rule5 (2) and 5 (3) oftheCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016.

Extract ofAnnual Return

The extract of the Annual Return in Form MGT-9 is annexed as AnnexureVII.

Management Discussion and Analysis and CorporateGovernance Report

In compliance with Regulation 34(3) of Listing Regulations a separatesection on Management Discussion and Analysis which includes details on the state ofaffairs of the Company and Corporate Governance Report as approved by the Board ofDirectors together with a certificate from the Statutory Auditors confirming compliancewith the requirements of Regulation 34(3) forms part ofthis Report.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and ListingRegulations a Board Evaluation Policy has been designed.

The process of review of Non-Independent Directors and the Board as awhole and its committees were undertaken in a separate meeting of Independent Directorswithout the attendance of NonIndependent Directors and members of the management. At themeeting the performance of the Chairman was reviewed. The meeting also assessed thequality quantityand timeliness of the flow of information required for the Board toperform its duties properly.

The Board of Directors separately evaluated the performance of each ofthe Independent Directors. The concerned Independent Director did not participate in themeeting.

The Directors have expressed their satisfaction with the evaluationprocess.

Based on the findings from the evaluation process the Board willcontinue to review its procedures and effectiveness in the financial year ahead with aview to practising the highest standards of corporate governance.

Material Changes and Commitments

i) New hotel in Gangtok

The Company announced addition of a new60 room hotel in GangtokSikkim. Theopening of the new property scheduled in April 2020 was postponed due to thelockdown imposed by the Government.

ii) Sub-divisionofequityshares

The Company with theapproval ofits shareholders by way of Postal BallotMeeting held on 14 February 2020 sub-divided its equity shares of face value of Rs. 10(Rupees Ten) each to 5 (five) shares of Rs. 2 (Rupees Two) each on the Record Date 18June 2020. Consequently the existing Authorised and Paid up Equity Share Capital standsub-divided into equity shares of face value of Rs. 2 (Rupees Two) each fully paid up. TheISIN ofshares offacevalue of Rs. 2 is INE985A01022. Acknowledgements

The Directors place on record their appreciation for the co-operationextended by the Government of West Bengal Andaman & Nicobar Islands AdministrationGovernment of Tamil Nadu Government of Sikkim and other authorities and look forward totheir continued support.

The Directors thank the shareholders for their confidence and theemployees for their dedicated service.

For and on behalfof the Board
Pressman House
10A Lee Road Navin Suchanti
Kolkata 700 020 Chairman
30 June 2020 DIN: 00273663

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