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Sinclairs Hotels Ltd.

BSE: 523023 Sector: Services
NSE: N.A. ISIN Code: INE985A01022
BSE 00:00 | 06 Dec 118.05 5.60
(4.98%)
OPEN

112.95

HIGH

119.70

LOW

112.00

NSE 05:30 | 01 Jan Sinclairs Hotels Ltd
OPEN 112.95
PREVIOUS CLOSE 112.45
VOLUME 115029
52-Week high 134.50
52-Week low 60.00
P/E 21.82
Mkt Cap.(Rs cr) 321
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 112.95
CLOSE 112.45
VOLUME 115029
52-Week high 134.50
52-Week low 60.00
P/E 21.82
Mkt Cap.(Rs cr) 321
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sinclairs Hotels Ltd. (SINCLAIRSHOTELS) - Director Report

Company director report

Your Directors have pleasure in presenting the 50th Annual Report of the companytogether with the Audited Accounts for the year ended March 312022.

Financial Highlights

Rs in lakh

Particulars Current Year Previous Year
Total Revenue 3433.02 2313.88
Earnings Before Interest Depreciation Taxes and Amortizations (EBIDTA) 1493.92 1021.10
Depreciation 453.71 544.80
Finance Cost 105.99 53.14
Profit Before Tax 934.22 423.16
Current Tax 261.95 82.87
Deferred Tax (40.45) (10.83)
Net Profit for the year 712.72 351.12
Other Comprehensive Income for the year net of tax 7.48 10.21
Total Comprehensive Income 720.20 361.33

Performance

The Company achieved revenue of Rs 3433.02 lakh as compared to Rs 2313.88 lakh in theprevious year. Earnings Before Interest Depreciation Tax and Amortization (EBIDTA) wereRs 1493.92 lakh as compared to Rs 1021.10 lakh last year. The Net Profit increased to Rs712.72 lakh as compared to Rs 351.12 lakh last year.

Future Prospects

Your Company is constantly looking at new areas of revenue growth and are pro-activelyadapting it self to emerging changes and the new normal. Your company's prudent financialmanagement has enabled it to withstand the unprecedented crisis creditably. The futureoutlook of the company is bright and the management expects that the coming years shallwitness a quantum growth in domestic tourist movement and enable the company not only tobounce back but also to attain new heights of growth and profitability.

Change in the nature of Business

During the year under review there was no change in the nature of the business of theCompany.

Dividend

Your Directors are pleased to recommend a dividend of 50% (Rs 1 per equity share of Rs2 each) for the year 2021-22 amounting to Rs 271.50 lakh.

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 March 312022;

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 have 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.

Share Capital

Your Company's paid up Equity Share Capital as on March 312022 is Rs 557 lakh. Duringthe year under review the Company has not issued any shares with differential votingrights stock options sweat equity shares.

Directors and Key Managerial Personnel

Dr Niren Suchanti (DIN: 00909388) Director retires 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. The notice convening the 50thAGM to be held on July 222022 sets out the details.

Based on the recommendation of the Nomination and Remuneration Committee Mr SanjeevKhandelwal (DIN: 00419799) was appointed to the Board as Independent Director with effectfrom May 262022 for a term of five years subject to the approval of shareholders by wayof Special Resolution. In the opinion of the Board he is a well-respected businessman whobrings a rich experience and financial acumen to the Board. His vast experience in therealm of corporate governance would greatly benefit the Company. Mr Sanjeev Khandelwal hasgiven a declaration that he meets the criteria of independence as laid down in Section149(6) of the Companies Act 2013. The Board recommends his appointment to theshareholders. The notice convening the 50th AGM to be held on July 22 2022 sets out thedetails.

Based on the recommendation of the Nomination and Remuneration Committee appointmentof Mr Swajib Chatterjee Chief Operating Officer as Manager of the Company with effectfrom May 26 2022 for a term of five years is proposed at the ensuing AGM for the approvalof the Members.

The second consecutive term of Mr Kunal Bose as Independent Director will end onSeptember 6 2022. Accordingly he is not eligible to be re-appointed as an IndependentDirector. The Board recorded appreciation of the guidance and counsel provided from MrKunal Bose during his tenure as Independent Director.

Ms Srushti Mody resigned as Company Secretary with effect from January 172022. MsKriti Kochar has been appointed as a Company Secretary and Compliance Officer with effectfrom February 01 2022.

Board Meetings

Four meetings of the Board were held during the year ended March 312022 on thefollowing dates:

June 15 2021 August 12 2021 November 12 2021 and February 10 2022.

Board Evaluation

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 itscommittees were undertaken in a separate meeting of Independent Directors without theattendance of Non-Independent Directors and members of the management. At the meeting theperformance of the Chairman was reviewed.

The meeting also assessed the quality quantity and timeliness of the flow ofinformation required for the 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 following thehighest standards of corporate governance.

Declaration by Independent Directors

Declaration by Independent Directors that they meet the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013 has been receivedfrom all the Independent Directors.

Directors' Qualification Certificate

In terms of SEBI (LODR) Regulations 2015 a certificate from Mr Arup Kumar RoyPracticing Company Secretary stating that none of the directors on the Board of thecompany have been debarred or disqualified from being appointed or continuing as directorof companies by the SEBI/Ministry of Corporate Affairs or any such statutory authorityappears as Annexure 1 to this report.

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

During the financial year 2021-22 no such transaction took place with any promoter/promoter group holding 10% or more shareholding.

Statutory Auditors

The Shareholders at their 46th Annual General Meeting (AGM) held on August 3 2018 hadapproved the appointment of M/s BSR&Co. LLP Chartered Accountants (Firm RegistrationNo. 101248W/W-100022) as Statutory Auditors of the Company to hold office from theconclusion of the 46th AGM up to the conclusion of the 51st AGM.

There are no qualifications adverse remarks or disclaimer made by the Auditors intheir Report.

Total fees for services paid to the Statutory Auditor by the Company in the year underreview is Rs 12.88 lakh excluding GST.

Secretarial Audit

In terms of Section 204 of the Companies Act 2013 Mr. Arup Kumar Roy PracticingCompany Secretary has been appointed as Secretarial Auditors of the Company. There are noqualifications adverse remarks or disclaimer made by the Secretarial Auditors in theirReport. The report of the Secretarial Auditors for the year ended March 312022 is givenas Annexure 2 to this report.

Vigil Mechanism

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 March 312022there were no complaints. During the year no personnel were denied access to AuditCommittee.

Risk Management Policy

The policy on risk management is not applicable to the Company.

Business Responsibility and Sustainability Reporting

The Business Responsibility and Sustainability Report is not applicable to the Companyduring the period under review.

Internal Financial Control

Your Company has adequate internal control system which is commensurate with the sizescale and complexity of its operations. Your Company has designed and implemented aprocess driven framework for Internal Financial Controls (IFC) within the meaning of theexplanation of Section 134(5) of the Act SEBI Regulations 2015and other relevantstatutes applicable to your Company. Your Company has a process in place to continuouslymonitor existing controls and identify gaps and implement new and / or improved controlswherever the effect of such gaps would have a material effect on your Company's operation.

Details of significant and material orders passed by the Regulators Courts andTribunals:

There is no significant or material order passed during the year by any regulatorcourt or tribunal impacting the going concern status of your Company or its futureoperations.

Familiarization programme for Independent Director

The details of the training and familiarization programme for Independent Director isavailable on Company's investorwebsite:www.sinclairsindia.com/investor/policies/Details-of-familiarization-programmes-imparted-to independent- directors. pdf

Company's Policy on Directors' Appointment and Remuneration and Senior ManagementAppointment and Remuneration

In accordance with Section 178 of the Companies Act 2013 read with Regulation 19(4) ofthe SEBI (Listing Obligation and Disclosures Requirement) Regulations 2015 the Company'sNomination and Remuneration Committee has formulated a policy on Appointment andRemuneration of Directors Key Managerial Personnel and Senior Management. The policiesare outlined in Annexure I and forms part of this report and has been uploaded on theinvestor information website www.sinclairsindia.com.

Reporting of Fraud by Auditors

During the year under review the Auditors have not reported any instances of fraudscommitted in the Company by its Officers or Employees to the Audit Committee underSection 143(12) of the Companies Act 2013.

Managerial Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 inrespect of employees of the Company is attached as Annexure 3 and forms part of theDirector's Report. There are no employees who are in receipt of remuneration in excess ofthe limit specified under Section 134(3) (q) read with Rule5 (2) and 5 (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016.

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 notapplicable. During the year your Company earned Rs 3.78 lakh in foreign exchange(previous yearRs12.45 lakh). There was expenditure in foreign currency of Rs 5.55 lakh(previous year Rs 4.74 lakh).

Transfer to Investor Education and Protection Fund

Pursuant to Section 124 of the Companies Act 2013and Investor Education and ProtectionFund Authority (Accounting Audit

Transfer and Refund) Rules 2016 as amended the amount of dividend remaining unpaidor unclaimed for a period of seven years from the due date is required to be transferredto the Investor Education and Protection Fund (IEPF) constituted by the CentralGovernment. The Company had transferred Rs 164008 being the unpaid and unclaimed dividendamount pertaining to the Final Dividend for the Financial Year 2013-2014on October182021.

In terms of the provisions of Section 124(6) of the Companies Act 2013 and InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) AmendmentRules 2017 the Company is required to transfer the shares in respect of which dividendremains unpaid and unclaimed for a period of seven consecutive years to the InvestorEducation and Protection Fund (IEPF) Suspense Account. Accordingly 10795 equity shareshave been transferred to IEPF during the year on November 19 2021 after giving individualnotices to concerned shareholders and advertisements in newspapers.

List of shareholders whose dividend remain unclaimed till date of last AGM held onAugust 05 2021 have been uploaded in the Company's Investor Information website:www.sinclairsindia.com under heading "Investor Information"-->"Unclaimed Dividend". Shareholders are requested to check their unpaid dividendfrom this list and contact the Registrars and Share Transfer Agents to obtain duplicatedividend warrants.

Corporate Social Responsibility (CSR)

The key philosophy of the CSR initiative undertaken by the Company is to contribute inthe areas of education and healthcare of the underprivileged irrespective of caste andcreed. The CSR policy as approved by the Board is available on the Company's investorinformation website www.sinclairsindia.com. The Board had received CSR Fund Utilizationcertificate from the Chief Financial Officer of the Company confirming that the fund havebeen utilized for the projects approved by the Board. Disclosures as required under Rule 9of the Companies (Corporate Social Responsibility) Rules 2014are given in Annexure4tothis report.

Related Party Transactions

The contracts arrangements or transactions entered with related parties duringfinancial year 2021-22 were at an arm's length basis and were in the ordinary course ofbusiness. There were no materially significant related party transactions with thePromoters Directors- Management or their relatives which could have had a potentialconflict with the interests of the Company. The policy on related party transactions asapproved by the Board is available on the website www.sinclairsindia.com. The particularsof contracts entered during the year as per Form AOC-2 are attached to this report asAnnexure 5.

Corporate Governance

The Company has complied with all the corporate governance requirements under SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015. A separate report onthe Corporate Governance together with Auditors Certificate confirming compliance is givenas Annexure 6 to this report.

Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the Act.

Management Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review as perRegulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015is annexed to this report.

Public Deposits

During the year the Company has not accepted any deposits from the public

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.

Listing

Your Company's equity shares are listed on Bombay Stock Exchange (BSE) and CalcuttaStock Exchange (CSE). Annual listing fees for the FY 2021-22 have been paid to BSE andCSE.

Annual Return

In accordance with the Companies Act 2013 the Annual Return for the financial year2021-22 in the prescribed format is available in your Company's website at:www.sinclairsindia.com

Material Changes and Commitments

i) Buyback of Shares

On April 262022 the Board had approved Buyback up to 700000 (Seven Lakh) fully paidup equity shares of face value of Rs 2 each by the Company at a price of Rs 143 per equityshare payable in cash. The Buyback will be done on proportionate basis through TenderOffer process from shareholders on the record date May 132022. This Buyback represent2.51% of the total number of equity shares of the company and 9.93% of the paid-up sharecapital and free reserves of the company as per the audited financial statements for thefinancial year ended on March 312021.

The total pay out for buy back would be Rs 100100000 (excluding transaction costssuch as fees brokerage taxes duties etc.)

ii) Change of Registered Office

The Registered office of the Company will be shifted from Pressman House 10A Lee RoadKolkata 700020 to 147 Block G New Alipore Kolkata-700053 with effect from June 09 2022.

iii) Addition of a new hotel in YangangSikkim

The Company has acquired another property on lease at Yangang Sikkim. This property inSouth Sikkim is the ninth property in the Sinclairs chain and its second property inSikkim. Spread over one acre of land this brand new 17 room property is open for guestfrom May 32022. It has a picturesque location with a panoramic view of the Maenam Hillspopularly known as Bhalay-Dhunga.

There are no other material changes and commitments which affect the financial positionof the Company that have occurred between the end of the financial year to which thefinancial statements relate and the date of this report.

Acknowledgements

The Directors place on record their appreciation for the co-operation extended by theGovernment of West Bengal Andaman & Nicobar Islands Administration Government ofTamil Nadu Government of Sikkim and other authorities and look forward to theircontinued support.

The Directors thank the shareholders for their confidence and the employees for theirdedicated service. We thank our guest vendors and bankers for their continued supportduring the year.

For and on behalf of the Board
Pressman House
10A Lee Road Navin Suchanti
Kolkata 700 020 Chairman
May 26 2022 DIN: 00273663

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