sinclairs hotels ltd share price Directors report


Your Directors have pleasure in presenting the 50th Annual Report of the company together with the Audited Accounts for the year ended March 31,2022.

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 the previous year. Earnings Before Interest, Depreciation, Tax and Amortization (EBIDTA) were Rs 1493.92 lakh as compared to Rs 1021.10 lakh last year. The Net Profit increased to Rs 712.72 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-actively adapting it self to emerging changes and the new normal. Your companys prudent financial management has enabled it to withstand the unprecedented crisis creditably. The future outlook of the company is bright and the management expects that the coming years shall witness a quantum growth in domestic tourist movement and enable the company not only to bounce 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 the Company.

Dividend

Your Directors are pleased to recommend a dividend of 50% (Rs 1 per equity share of Rs 2 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 hereby state and confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a fair view of the state of affairs of the Company and of the profit for the year ended March 31,2022;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 safeguarding the assets of the Company and for preventing and detecting fraud and other 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 by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Share Capital

Your Companys paid up Equity Share Capital as on March 31,2022 is Rs 557 lakh. During the year under review, the Company has not issued any shares with differential voting rights, stock options, sweat equity shares.

Directors and Key Managerial Personnel

Dr Niren Suchanti (DIN: 00909388), Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. The Directors recommend re-appointment of Dr Niren Suchanti to the Board. The notice convening the 50th AGM to be held on July 22,2022 sets out the details.

Based on the recommendation of the Nomination and Remuneration Committee, Mr Sanjeev Khandelwal (DIN: 00419799), was appointed to the Board as Independent Director with effect from May 26,2022 for a term of five years subject to the approval of shareholders by way of Special Resolution. In the opinion of the Board, he is a well-respected businessman who brings a rich experience and financial acumen to the Board. His vast experience in the realm of corporate governance would greatly benefit the Company. Mr Sanjeev Khandelwal has given a declaration that he meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013. The Board recommends his appointment to the shareholders. The notice convening the 50th AGM to be held on July 22, 2022 sets out the details.

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

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

Ms Srushti Mody resigned as Company Secretary with effect from January 17,2022. Ms Kriti Kochar has been appointed as a Company Secretary and Compliance Officer with effect from February 01, 2022.

Board Meetings

Four meetings of the Board were held during the year ended March 31,2022 on the following 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 Board Evaluation 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 of Independent Directors without the attendance of Non-Independent Directors and members of the management. At the meeting, the performance of the Chairman was reviewed.

The meeting also assessed the quality, quantity and timeliness of the flow of information required for the Board to perform its duties properly.

The Board of Directors separately evaluated the performance of each of the Independent Directors. 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 review its procedures and effectiveness in the financial year ahead with a view to following the highest standards of corporate governance.

Declaration by Independent Directors

Declaration by Independent Directors 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 Independent Directors.

Directors Qualification Certificate

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

Disclosures of transactions of the listed entity with any person or entity belonging to the 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 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 hold office 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 the Auditors in their Report.

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

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013, Mr. Arup Kumar Roy, Practicing Company Secretary has been appointed as Secretarial Auditors of the Company. There are no qualifications, adverse remarks or disclaimer made by the Secretarial Auditors in their Report. The report of the Secretarial Auditors for the year ended March 31,2022 is given as Annexure 2 to this report.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of the SEBI (LODR) Regulation, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy is available on the website www.sinclairsindia.com. During the year ended March 31,2022, there were no complaints. During the year, no personnel were denied access to Audit Committee.

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 Company during the period under review.

Internal Financial Control

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explanation of Section 134(5) of the Act, SEBI Regulations, 2015and other relevant statutes applicable to your Company. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material effect on your Companys operation.

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

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of your Company or its future operations.

Familiarization programme for Independent Director

The details of the training and familiarization programme for Independent Director is available on Companys investor website:www.sinclairsindia.com/investor/policies/Details-of- familiarization-programmes-imparted-to independent- directors. pdf

Companys Policy on Directors Appointment and Remuneration and Senior Management Appointment and Remuneration

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

Reporting of Fraud by Auditors

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

Managerial Remuneration

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

Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The operations of your company do not require energy consumption of any significant level. The company does not use any imported technology. Therefore, information regarding conservation of energy and technology absorption as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable. 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 2013,and Investor Education and Protection Fund Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016, as amended, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government. The Company had transferred Rs 164,008 being the unpaid and unclaimed dividend amount pertaining to the Final Dividend for the Financial Year 2013-2014on October 18,2021.

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

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

Corporate Social Responsibility (CSR)

The key philosophy of the CSR initiative undertaken by the Company is to contribute in the areas of education and healthcare of the underprivileged, irrespective of caste and creed. The CSR policy as approved by the Board is available on the Companys investor information website www.sinclairsindia.com. The Board had received CSR Fund Utilization certificate from the Chief Financial Officer of the Company confirming that the fund have been utilized for the projects approved by the Board. Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014are given in Annexure4to this report.

Related Party Transactions

The contracts, arrangements or transactions entered with related parties during financial year 2021-22 were at an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Promoters, Directors,- Management or their relatives, 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 the website www.sinclairsindia.com. The particulars of contracts entered during the year as per Form AOC-2 are attached to this report as Annexure 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 on the Corporate Governance together with Auditors Certificate confirming compliance is given as Annexure 6 to this report.

Secretarial Standards

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

Management Discussion and Analysis Report

Managements Discussion and Analysis Report for the year under review, as per Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is 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 the provision of Section 186 of the Companies Act, 2013.

Listing

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

Annual Return

In accordance with the Companies Act, 2013, the Annual Return for the financial year 2021-22 in the prescribed format is available in your Companys website at: www.sinclairsindia.com

Material Changes and Commitments

i) Buyback of Shares

On April 26,2022, the Board had approved Buyback up to 7,00,000 (Seven Lakh) fully paid up equity shares of face value of Rs 2 each by the Company at a price of Rs 143 per equity share payable in cash. The Buyback will be done on proportionate basis through Tender Offer process from shareholders on the record date May 13,2022. This Buyback represent 2.51% of the total number of equity shares of the company and 9.93% of the paid-up share capital and free reserves of the company as per the audited financial statements for the financial year ended on March 31,2021.

The total pay out for buy back would be Rs 10,01,00,000 (excluding transaction costs such 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 Road Kolkata 700020 to 147 Block G, New Alipore, Kolkata-700053 with effect from June 09, 2022.

iii) Addition of a new hotel in Yangang,Sikkim

The Company has acquired another property on lease at Yangang, Sikkim. This property in South Sikkim is the ninth property in the Sinclairs chain and its second property in Sikkim. Spread over one acre of land, this brand new 17 room property is open for guest from May 3,2022. It has a picturesque location with a panoramic view of the Maenam Hills popularly known as Bhalay-Dhunga.

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

Acknowledgements

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

The Directors thank the shareholders for their confidence and the employees for their dedicated service. We thank our guest, vendors and bankers for their continued support during 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