Directors' Report Your Directors have pleasure in presenting the Forty third Annual Report of the company together with the Audited Accounts for the year ended 31st March, 2015. PERFORMANCE The company achieved a record operating revenue of Rs.2926.35 lacs as against Rs.2253.44 lacs in the previous year registering a growth of 29.86% during the year. Operating Profit increased from Rs.615.01 lacs to Rs.1061.91 lacs reflecting a jump of 72.66%. The Operating Profit Ratio has improved from 27.29% to 36.29% indicating better operational efficiency. The Company's luxury resort project at Kalimpong (46 rooms and 2 suites) has commenced operation from 15th November, 2014. With political stability in the country, encouragement from new Government for promoting tourism industry and addition of one more property, the Company expects substantial growth in the operational results in the current year. FUTURE PLANS The implementation of the project at Burdwan is in an advanced 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. DIVIDEND Your Directors are pleased to recommend a dividend of 40% (Rs.4 per equity share of Rs.10) for the year 2014-2015 amounting to Rs.268.16 lacs inclusive of dividend distribution tax of Rs.45.36 lacs. DIRECTORS Ms Preeti Khicha (DIN:05108059) was appointed as an Additional Director on 26th March, 2015 and will hold office till the ensuing Annual General Meeting. The company has received a notice in writing from a shareholder together with requisite deposit proposing the name of Ms Preeti Khicha to be elected as a Director of the company. Mr S C Sekhar (DIN: 00024780) was appointed as an Independent Director on 11th April, 2015for one year subject to approval of members at the ensuing Annual General Meeting. The Company has received a notice in writing from a shareholder together with requisite deposit proposing the name of Mr S C Sekhar to be elected as an Independent Director. He has given a declaration that he meets the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Your Directors state that MrSC Sekhar possess appropriate balance of skills, expertise and knowledge and is qualified for appointment as Independent Director. Mr Rohan Sikri (DIN: 00216343) retires by rotation and being eligible offers himself for re-appointment. Mr Hardeep Sachdeva (DIN: 00374288) retires by rotation and being eligible offers himself for re-appointment. AUDITORS M/s S R Batliboi & Co. LLP, Chartered Accountants (Firm Registration No 301003E) retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT In compliance with Clause 49 of the Listing Agreement with stock exchanges, a separate section on Management Discussion and Analysis which includes details on the state of affairs of the Company and Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with the requirements of Clause 49, forms part of this Report. NUMBER OF BOARD MEETINGS HELD There were four meetings of the Board of Directors during the financial year from 1st April, 2014 to 31st March, 2015. Details of meetings held are given on Report on Corporate Governance. 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 judgements 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 of the Company for the year ended 31st March, 2015. iii) the directors have taken proper and sufficient care for the maintenance of accounting records in accordance with the provisions of the Companies Act, 2013 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv) the directors have prepared the annual accounts on a going concern basis. v) internal financial controls has been laid down by the Company which are adequate and are operating effectively. vi) directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 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 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not annexed. As a measure to conserve resources and protect environment, the Company has installed solar energy systems in its resort at Chalsa and hotel at Ooty. During the year, your Company earned Rs. 6,055,912 in foreign exchange (previous year Rs. 5,373,839). There was expenditure in foreign currency of Rs. 1,034,545 (previous year Rs. 966,894). PUBLIC DEPOSITS Your company has not accepted any deposits from the public. SECRETARIAL AUDIT In pursuance of Section 204 of the Companies Act, 2013, a practicing company secretary has submitted the Secretarial Audit Report for the year ended 31st March, 2015 and the same is annexed and forms part of this annual report. CORPORATE SOCIAL RESPONSIBILITY The Company has constituted a Corporate Social Responsibility Committee (CSR) as required under Companies Act, 2013. The Committee will look at various proposals for CSR projects as specified in Schedule VII of the Companies Act, 2013 and the related activities thereto and recommend to the Board. In the current year, the committee has decided to take up a project in Darjeeling to build a proper road around its hotel which is a municipal road and is used by a large number of residents and others. The said road has a broken sewerage system, faulty drainage and is in damaged state. The filth and stench on the road becomes unbearable and it is dangerous to navigate the same. Inspired by the Swachh Bharat initiative of the Government, the company proposes to take up the complete revamp of the said road including its lighting etc to alleviate the problem of the local people. As per estimates received, the work will involve an expenditure of approximately Rs.12 lacs. The project requires co-ordination with Darjeeling Municipality and the Sewerage and Drainage department of the town, and sanction of various authorities. Application for same has been made to the Darjeeling Municipality for this purpose during the financial year and on receipt of the sanction, work will be taken up. Since no amount has been spent on the project in the current financial year, there is no disclosure in the accounts. VIGIL MECHANISM In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the investor information website of the Company at www.sinclairsindia.com . RELATED PARTY TRANSACTIONS Related party transactions that were entered during the financial year were at an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. The particulars of contracts entered during the year as per Form AOC-2 is attached with this report. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in Form MGT-9 is annexed hereto. 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. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY The policy of the Company on risk management is provided in this Annual report in Management Discussion and Analysis Report. ACKNOWLEDGEMENT The Directors place on record their appreciation for the co-operation extended by the Government of West Bengal, Andaman & Nicobar Islands Administration, and Government of Tamil Nadu and other authorities, and look forward to their continued support. The Directors wish to thank all the shareholders and the employees for their support and co-operation. For and on behalf of the Board Dr Niren Suchanti Chairman Pressman House 10ALee Road Kolkata 700 020 May26, 2015 |