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Sinclairs Hotels Ltd.

BSE: 523023 Sector: Services
NSE: N.A. ISIN Code: INE985A01022
BSE 14:37 | 20 Sep 75.40 5.20
(7.41%)
OPEN

70.10

HIGH

83.00

LOW

66.60

NSE 05:30 | 01 Jan Sinclairs Hotels Ltd
OPEN 70.10
PREVIOUS CLOSE 70.20
VOLUME 338381
52-Week high 90.40
52-Week low 35.80
P/E 100.53
Mkt Cap.(Rs cr) 210
Buy Price 75.30
Buy Qty 7.00
Sell Price 75.40
Sell Qty 58.00
OPEN 70.10
CLOSE 70.20
VOLUME 338381
52-Week high 90.40
52-Week low 35.80
P/E 100.53
Mkt Cap.(Rs cr) 210
Buy Price 75.30
Buy Qty 7.00
Sell Price 75.40
Sell Qty 58.00

Sinclairs Hotels Ltd. (SINCLAIRSHOTELS) - Director Report

Company director report

Your Directors have pleasure in presenting the Forty-ninth Annual Report of the companytogether with the Audited Accounts for theyear ended March 312021.

Financial Highlights ? in lakh

Particulars Current Year Previous Year
Total Revenue 2313.88 4716.66
Earnings Before Interest Depreciation Taxes and Amortisation (EBIDTA) 1021.10 1854.06
Depreciation 544.80 675.62
Finance Cost 53.14 -
Profit Before Tax 423.16 1178.44
Current Tax 82.87 407.38
Deferred Tax (10.83) (177.84)
Net Profit for the year 351.12 948.90
Other Comprehensive Income for the year net of tax 10.21 6.65
Total Comprehensive Income 361.33 955.55

Directors' Responsibility Statement

Pursuant to the requirements ofSection 134(5) of theCompanies 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 312021;

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions ofCompanies Act2013safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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.

Performance

This was an extraordinarily difficult year as the tourism industry was badly impactedby the Covid 19 pandemic. Despite the extremely challenging external environment theCompany achieved revenue of? 2313.88 lakh as compared to ? 4716.66 lakh in the previousyear. Earnings Before Interest DepreciationTaxandAmortisation (EBIDTA)were? 1021.10 lakhas compared to? 1854.06 lakh lastyear.The Net Profit was lower at ? 351.12 lakh ascompared to ? 948.90 lakh last year. Your Company is one of thefew companies in thehospitality industry to have posted profits in the current fiscal year.

Dividend

Your Directors are pleased to recommend a dividend of 40% (? 0.80 perequityshare of? 2)for theyear 2020-2021 amounting to? 222.80 lakh. The outgo from payment of dividend ifdeclared will be?222.80 lakh.

Transfer to Investor Education and Protection Fund

No amounts being dividends lying unclaimed for seven consecutive years were due to betransferred to the Investor Education and Protection Fund (IEPF) of the Central Governmentduring the year 2020-2021.

The dividends pertaining to financial year ended March 312014 which had been declaredon September 6 2014 are tentatively dueto be transferred to IEPF on October102021.Members who have not encashed their dividends pertaining to the financial yearended March 312014and onwards may approach the Company or the Registrars and ShareTransfer Agents for obtaining payments thereof before they become due for transfer to theIEPF.

List of shareholders whose dividend remain unclaimed till date of last AGM held onAugust 27 2020 have been uploaded in the Company's Investor Informationwebsite: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.

Directors and Key Managerial Personnel

Mr Navin Suchanti (DIN:00273663) Director retires by rotation at the forthcomingAnnual General Meeting and being eligible offer himself for reappointment. The Directorsrecommend re-appointment of Mr Navin Suchanti to the Board.

Mrs Pramina Suchanti (DIN: 002736736) was appointed as a Director effective July 92020.

Based on the recommendation of the Nomination and Remuneration Committeere-appointment of Ms Kumkum Gupta (DIN: 01575451) with effect from November 92021 for aterm of three years is proposed at the ensuing AGM for the approval of the Members by wayofSpecial Resolution.

Declaration by Independent Directors

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

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) oftheSEBI (Listing Obligation and Disclosures Requirement) Regulations2015 theCompany'sNominationand Remuneration Committee has formulated a policy on Appointment andRemuneration of Directors Key Managerial Personnel and

Senior Management. The policies are outlined in Annexure I and forms part of thisreport and has been uploaded on the investor 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 Rule8of the Companies (Accounts) Rules 2014 is notannexed.

During the year your Company earned X 12.45 lakh in foreign exchange (previous year X44.13 lakh). There was expenditure in foreign currency of X4.74 lakh (previousyear X 5.04lakh).

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 the51stAGM.

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 X 7.73 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. The report ofthe Secretarial Auditors for the year ended March 312021 appears as Annexure II to thisreport.

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 under Section143(12) of the Companies Act 2013.

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 Board/Ministry of Corporate Affairs or any such statutory authorityappears as Annexure III to this report.

Related Party Transactions

Related party transactions that were entered into during the financial year were at anarm's length 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 are attached to this report as Annexure IV.

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 2020-2021 no such transaction took place with any promoter/promoter group holding 10% or more shareholding.

Corporate Social Responsibility

The Company has revised the policy on Corporate Social Responsibility (CSR) to includechanges based on Companies (Corporate Social Responsibility Policy) Amendment Rules 2021and the revised policy was recommended by the CSR and Sustainability Committee wasapproved by the Board and the same is available on the Company's investor informationwebsite www.sinclairsindia.com. Details of amount spent on CSR activities during thefinancial year 2020-2021 are set out in Annexure V to this report.

As per Section 135(9) of the Companies (Amendment) Act 2020 the requirement of havinga CSR Committee has been done away with if the amount spent by the Company on CSR doesnot exceed fifty lakh rupees. Accordingly the CSR Committee of the Company is beingdissolved and the Board of Directors shall now perform the functions of the Committee.

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.

Public Deposits

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

Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 readwith Regulation 22 of theSEBI (LODR) Regulations 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 312021there were no complaints. During the year no personnel were denied access to AuditCommittee.

Board Meetings

During the year 4 (four) Board meetings were held on June 30 2020 August 14 2020November 10 2020 and February 9 2021.

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 VI 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 Rule 5 (2) and 5 (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules2016.

Extract of Annual Return

The extract of the Annual Return in Form MGT-9 is annexed 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 ofthis Report.

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 quantityand timeliness of the flow of information required for the Board to perform its dutiesproperly.

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.

Material Changes and Commitments New hotel in Gangtok

The Company's new 60-room hotel at Gangtok Sikkim commenced operations effectiveNovember 102020.

Acknowledgements

The Directors place on record their appreciation for the co-operation extended by theGovernment of West Bengal Andaman & Nicobar Islands Administration GovernmentofTamil 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.

Pressman House For and on behalf of the Board
10A Lee Road Navin Suchanti
Kolkata 700 020 Chairman
June 15 2021 DIN: 00273663

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