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Corporate Information Corporate Information Board of Directors Dr Niren Suchanti, Chairman Navin Suchanti, Managing Director Rohan Sikri Hardeep Sachdeva Kunal Bose S C Sekhar Aseem Kohli Preeti Khicha Chief Financial Officer B L Soni Auditors S R Batliboi & Co. LLP Chartered Accountants (Firm Registration No. 301003E) Registered and Corporate Office Pressman House 10A Lee Road Kolkata 700 020 CIN: L55101WB1971PLC028152 Hotels & Resorts Sinclairs Siliguri Sinclairs Darjeeling Sinclairs Bayview Port Blair Sinclairs Retreat Ooty Sinclairs Retreat Dooars Chalsa Sinclairs Retreat Kalimpong Projects under implementation Sinclairs Tourist Resort, Burdwan Sinclairs Kolkata Registrar & Transfer Agent Niche Technologies Pvt Ltd Kolkata Website www.sinclairshotels.com Investor information Website www.sinclairsindia.com ANNUAL REPORT 2014 - 15 Directors Report stage and is expected to be commissioned for operations by September, 2015. The Company has received sanction for a 114 room first class business hotel in New Town, Kolkata. Your Directors have pleasure in presenting the Fortythird DIVIDEND Annual Report of the company together with the Audited Your Directors are pleased to recommend a dividend of 40% Accounts for the year ended 31st March, 2015. (`4 per equity share of `10) for the year 2014-2015 amounting FINANCIAL HIGHLIGHTS to `268.16 lacs inclusive of dividend distribution tax of ` in lacs `45.36 lacs. Particulars Current Previous DIRECTORS Year Year Ms Preeti Khicha (DIN:05108059) was appointed as an Revenue from operations 2926.35 2253.44 Additional Director on 26th March, 2015 and will hold office Operating Profit 1061.91 615.01 till the ensuing Annual General Meeting. The company has Other Income 88.62 168.43 received a notice in writing from a shareholder together with Depreciation 447.68 274.75 requisite deposit proposing the name of Ms Preeti Khicha to Profit after depreciation be elected as a Director of the company. and before tax 702.85 508.69 Exceptional items - 423.93 Mr S C Sekhar (DIN: 00024780) was appointed as an Profit before tax 702.85 932.62 Independent Director on 11th April, 2015 for one year subject Tax Expenses : to approval of members at the ensuing Annual General Meeting. The Company has received a notice in writing from a Current Tax 140.62 272.27 shareholder together with requisite deposit proposing the MAT Credit Entitlement (140.62) - name of Mr S C Sekhar to be elected as an Independent Director. Deferred Tax 228.94 (36.46) 228.94 235.81 He has given a declaration that he meets the criteria of Net Profit 473.91 696.81 Independence as laid down in Section 149(6) of the Companies Add : Balance Brought forward Act, 2013 and Clause 49 of the Listing Agreement. from last year 669.13 382.50 Your Directors state that Mr S C Sekhar possess appropriate 1143.04 1079.31 balance of skills, expertise and knowledge and is qualified for Appropriation appointment as Independent Director. Transfer to General Reserve 100.00 100.00 Mr Rohan Sikri (DIN: 00216343) retires by rotation and being Transfer to Capital Redemption eligible offers himself for re-appointment. Reserve on buyback of equity shares - 49.52 Mr Hardeep Sachdeva (DIN: 00374288) retires by rotation and Proposed Dividend 222.80 222.80 being eligible offers himself for re-appointment. Dividend Distribution Tax 45.36 37.86 AUDITORS Balance Carried to Balance Sheet 774.88 669.13 M/s S R Batliboi & Co. LLP, Chartered Accountants (Firm 1143.04 1079.31 Registration No 301003E) retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. PERFORMANCE The company achieved a record operating revenue of MANAGEMENT DISCUSSION AND ANALYSIS AND `2926.35 lacs as against `2253.44 lacs in the previous year CORPORATE GOVERNANCE REPORT registering a growth of 29.86% during the year. Operating In compliance with Clause 49 of the Listing Agreement with Profit increased from `615.01 lacs to `1061.91 lacs reflecting stock exchanges, a separate section on Management a jump of 72.66%. The Operating Profit Ratio has improved Discussion and Analysis which includes details on the state from 27.29% to 36.29% indicating better operational efficiency. of affairs of the Company and Corporate Governance Report, The Companys luxury resort project at Kalimpong (46 rooms as approved by the Board of Directors, together with a certificate and 2 suites) has commenced operation from 15th November, from the Statutory Auditors confirming the compliance with 2014. With political stability in the country, encouragement from the requirements of Clause 49, forms part of this Report. new Government for promoting tourism industry and addition NUMBER OF BOARD MEETINGS HELD of one more property, the Company expects substantial growth There were four meetings of the Board of Directors during the in the operational results in the current year. financial year from 1st April, 2014 to 31st March, 2015. Details FUTURE PLANS of meetings held are given on Report on Corporate The implementation of the project at Burdwan is in an advanced Governance. 2 DIRECTORS RESPONSIBILITY STATEMENT The Committee will look at various proposals for CSR projects Pursuant to the requirements of Section 134(5) of the as specified in Schedule VII of the Companies Act, 2013 and Companies Act, 2013 , we hereby state and confirm that: the related activities thereto and recommend to the Board. i) in the preparation of the annual accounts, the applicable In the current year, the committee has decided to take up a accounting standards have been followed; project in Darjeeling to build a proper road around its hotel which is a municipal road and is used by a large number of ii) the directors have selected such accounting policies and residents and others. The said road has a broken sewerage applied them consistently and made judgements and system, faulty drainage and is in damaged state. The filth and estimates that are reasonable and prudent so as to give stench on the road becomes unbearable and it is dangerous a fair view of the state of affairs of the Company and of the to navigate the same. Inspired by the Swachh Bharat initiative profit of the Company for the year ended 31st March, 2015. of the Government, the company proposes to take up the iii) the directors have taken proper and sufficient care for complete revamp of the said road including its lighting etc to the maintenance of accounting records in accordance with alleviate the problem of the local people. As per estimates the provisions of the Companies Act, 2013 safeguarding received, the work will involve an expenditure of approximately the assets of the Company and for preventing and detecting `12 lacs. fraud and other irregularities; and The project requires co-ordination with Darjeeling Municipality iv) the directors have prepared the annual accounts on a and the Sewerage and Drainage department of the town, and going concern basis. sanction of various authorities . Application for same has been v) internal financial controls has been laid down by the made to the Darjeeling Municipality for this purpose during Company which are adequate and are operating the financial year and on receipt of the sanction, work will be effectively. taken up. Since no amount has been spent on the project in vi) directors have devised proper system to ensure the current financial year, there is no disclosure in the accounts. compliance with the provisions of all applicable laws and VIGIL MECHANISM that such systems are adequate and operating effectively. In pursuant to the provisions of Section 177(9) & (10) of the PARTICULARS OF CONSERVATION OF ENERGY, Companies Act, 2013, a Vigil Mechanism for directors and TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE employees to report genuine concerns has been established. EARNINGS AND OUTGO The Vigil Mechanism Policy has been uploaded on the investor The operations of your company do not require energy information website of the Company at www.sinclairsindia.com. consumption of any significant level. The company does not RELATED PARTY TRANSACTIONS use any imported technology. Therefore, information regarding Related party transactions that were entered during the financial conservation of energy and technology absorption as required year were at an arms length basis and were in the ordinary under section 134(3) (m) of the Companies Act read with Rule course of business. There were no materially significant related 8 of the Companies (Accounts) Rules, 2014 is not annexed. party transactions with the Companys Promoters, Directors, As a measure to conserve resources and protect environment, Management or their relatives, which could have had a potential the Company has installed solar energy systems in its resort conflict with the interests of the Company. The particulars of at Chalsa and hotel at Ooty. contracts entered during the year as per Form AOC-2 is During the year, your Company earned ` 6,055,912 in foreign attached with this report. exchange (previous year ` 5,373,839). There was expenditure EXTRACT OF ANNUAL RETURN in foreign currency of ` 1,034,545 (previous year ` 966,894). The details forming part of the extract of the Annual Return in PUBLIC DEPOSITS Form MGT-9 is annexed hereto. Your company has not accepted any deposits from the public. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS SECRETARIAL AUDIT There are no loans, guarantees, or investments made by the In pursuance of Section 204 of the Companies Act, 2013, a Company covered under the provision of Section 186 of the practicing company secretary has submitted the Secretarial Companies Act, 2013. Audit Report for the year ended 31st March, 2015 and the same is annexed and forms part of this annual report. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES CORPPORATE SOCIAL RESPONSIBILITY The information required in terms of Section 197 read with The Company has constituted a Corporate Social Responsibility rule 5 of the Companies (Appointment and Remuneration of Committee(CSR) as required under Companies Act, 2013.
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