Mar 31, 2018
The Directors have pleasure in presenting the Forty-sixth Annual Report of the company together with the Audited Accounts for the year ended 31st March, 2018.
Financial Highlights Rs. in lakh
Particulars |
Current |
Previous |
Year |
Year |
|
Revenue from operations |
4591.28 |
4710.56 |
Operating Profit |
1907.45 |
2017.05 |
Other Income |
225.91 |
214.48 |
Depreciation |
738.27 |
800.86 |
Profit before tax |
1395.09 |
1430.67 |
Tax Expenses: |
||
Current Tax |
531.96 |
297.48 |
MAT Credit Entitlement |
- |
(64.53) |
Deferred Tax |
(310.65) |
267.86 |
Total |
221.31 |
500.81 |
Net Profit |
1173.78 |
929.86 |
Other Comprehensive Income/ |
||
(Loss) for the year, net of tax |
(9.35) |
(5.98) |
Total Comprehensive Income |
1164.43 |
923.89 |
Transfer to Reserves
During the financial year 2017-18 an amount of Rs. 200 lakh (Rs. 200 lakh last year) has been transferred to General Reserve out of amount available for appropriation.
Directorsâ 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 31st March, 2018;
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 had 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.
Performance
The company achieved an operating revenue of Rs. 4591.28 lakh as against Rs. 4710.56 lakh in the previous year. Operating Profit was Rs.1907.45 lakh as compared to 12017.05 lakh last year. The net profit stood at Rs. 1173.78 lakh as compared to Rs. 929.86 lakh, an increase of 26% over the previous year. During the year, performances of the properties at Darjeeling, Kalimpong and Siliguri were severely affected on account of political disturbances in the region for an extended period. The situation is normal now and all these three properties are performing well. The other properties at Port Blair, Dooars, Ooty and Burdwan recorded growth both in occupancy as well as ARR during the year.
Dividend
Your Directors are pleased to recommend a dividend of 40% (Rs. 4 per equity share of Rs. 10) for the year 2017-2018 amounting to Rs. 268.60 lakh inclusive of dividend distribution tax of Rs. 45.80 lakh.
Investor Education and Protection Fund
A sum of Rs. 99,515/- being the dividend lying unclaimed for seven consecutive years out of the interim dividend declared by the Company for the year ended on March 31, 2010 at the Board Meeting held on 2nd February, 2010 was transferred to the Investor Education and Protection Fund of the Central Government in March 2017.
19,200 Equity shares in respect of 606 folios where dividend remained unclaimed for seven consecutive years has also been transferred to the IEPF Authority in compliance with Section 124 of the Companies Act, 2013 read with rule 6 of the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2017 after giving individual notices to concerned shareholders and advertisements in newspapers.
Notices were sent to all members concerned reminding them to encash their unclaimed dividend. List of shareholders whose dividend remain unclaimed till date of AGM held on September 16, 2017 have been uploaded in the investor information website of the Company www.sinclairsindia.com under heading âInvestor Informationâ => âUnclaimed Dividendâ. Shareholders are requested to check their unpaid dividend from this list and contact the Registrars and Share Transfer Agents to obtain duplicate dividend warrants.
Directors and Key Managerial Personnel
During the year under review Mr Navin Suchanti (DIN: 00273663) was appointed as Chairman with effect from 1st June 2017.
Dr Niren Suchanti (DIN: 00909388) has stepped down as Chairman w.e.f. 1st June, 2017 but shall continue to be a Director.
Mr Dip Narayan Mittra (DIN: 05016332) has been appointed as an Independent Director on 23rd June, 2017 for three years. Mr Mittra has given a declaration that he meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.
Mr Swajib Chatterjee was appointed as Chief Operating Officer (COO) on 26th May, 2017. As COO, he will act as Manager as per the provisions of the Companies Act, 2013.
Dr Niren Suchanti (DIN: 00909388), Director retire 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.
Mr Rohan Sikri, Mr Aseem Kohli, Mr Chandrasekhar Subrahmoneyan and Mr Sumit Ratnakar Guha resigned as Directors on 23rd June, 2017. The Board of Directors wish to place on record deep appreciation for their valuable contribution.
Declaration by Independent Directors
A declaration 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.
Companyâs Policy on Directorsâ Appointment and Remuneration and Senior Management Appointment and Remuneration
In accordance with Section 178 of the Act read with Regulation 19(4) of the SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015 the Companyâs Nomination and Remuneration Committee has formulated a policy on Directorsâ Appointment and Remuneration and Senior Management Appointment and Remuneration. The policies are obtained in Annexure I and II and forms part of this report, and has been uploaded on the investor information website www.sinclairsindia.com.
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 annexed.
During the year, your Company earned Rs. 7,088,566 in foreign exchange (previous year Rs. 15,990,744). There was expenditure in foreign currency of Rs. 374,961 (previous year Rs. 666,279).
Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, the term of office of M/s S R Batliboi & Co, LLP, Chartered Accountants (Firm Registration No. 301003E/ E300005) as Statutory Auditors of the Company will conclude at the close of ensuing Annual General Meeting of the Company.
Subject to the approval of the members and based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No 101248W/ W-100022) as Statutory Auditors (in place of M/s S R Batliboi & Co, LLP, Chartered Accountants) the retiring auditor for a term of five years commencing from the conclusion of the 46th Annual General Meeting till the conclusion of the 51st Annual General Meeting. Approval of appointment of Statutory Auditors is being sought from the members at the ensuing AGM.
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. The report of the Secretarial Auditors for the year ended 31 st March, 2018 appears as Annexure III to this report.
Related Party Transactions
Related party transactions that were entered during the financial year were at an armâs 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 appears as Annexure IV with this report.
Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility Committee (CSR) and framed Corporate Social Responsibility Policy as required under Companies Act, 2013. The CSR policy is available on the company''s website www.sinclairsindia.com. Details of amount spent on CSR activities during the financial year 2017-18 are given in Annexure V.
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.
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 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 31st March, 2018, there were no complaints.
Board Meetings
During the year, 5 (five) Board meetings were held on 26th May 2017,23rd June 2017,14th August 2017,14th November 2017 and 12th February 2018.
Managerial Remuneration
The information 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 VI and forms part of the Directorsâ Report. There are no employees who are in receipt of remuneration in excess of the limit specified under Section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.
Extract of Annual Return
The extract of the Annual Return Form MGT-9 is annexed to this report as Annexure VII.
Management Discussion and Analysis and Corporate Governance Report
In compliance with Regulation 34(3) of Listing Regulations, 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 compliance with the requirements of Regulation 34(3), forms part of this Report.
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 ofthe 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 practising the highest standards of corporate governance.
Material Changes and Commitments
No material changes and commitments occurred between the end of the financial year to which these financial statements relate and the date of this report.
Acknowledgement
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 and other authorities, and look forward to their continued support.
The Directors wish to thank the shareholders for their confidence and the employees for their dedicated service.
Pressman House For and on behalf of the Board
10A Lee Road
Kolkata 700 020 Navin Suchanti
May 22, 2018 Chairman
Mar 31, 2016
The Directors have pleasure in presenting the Forty-fourth Annual Report of the company together with the Audited Accounts for the year ended 31st March, 2016.
FINANCIAL HIGHLIGHTS
|
Rs. in lacs |
|
Particulars |
Current |
Previous |
|
Year |
Year |
Revenue from operations |
3904.33 |
2926.35 |
Operating Profit |
1667.57 |
1061.91 |
Other Income |
99.20 |
88.62 |
Depreciation |
653.93 |
447.68 |
Profit before tax |
1112.84 |
702.85 |
Tax Expenses: |
|
|
Current Tax |
242.62 |
140.62 |
MAT Credit Entitlement |
(237.50) |
(140.62) |
Deferred Tax |
402.67 |
228.94 |
Total |
407.79 |
228.94 |
Net Profit |
705.05 |
473.91 |
Add : Balance Brought forward |
|
|
from last year |
774.88 |
669.13 |
|
1479.93 |
1143.04 |
Appropriation |
|
|
Transfer to General Reserve |
150.00 |
100.00 |
Dividend |
- |
222.80 |
Interim Dividend |
222.80 |
- |
Dividend Distribution Tax |
45.36 |
45.36 |
Balance Carried to Balance Sheet |
1061.77 |
774.88 |
|
1479.93 |
1143.04 |
DIRECTORSâ 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 31st March, 2016.
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; and
iv) the Directors have prepared the annual accounts on a going concern basis.
v) The Directors had laid down internal financial controls which are being followed by the Company and that such internal financial controls are adequate and are operating effectively.
vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
PERFORMANCE
The company achieved record operating revenue of Rs.3904.33 lacs as against Rs.2926.35 lacs in the previous year registering a growth of 33% during the year. Operating Profit has increased to Rs.1667.57 lacs as compared to Rs.1061.91 lacs reflecting a jump of 57%.
The Companyâs upscale tourist resort at Burdwan (19 rooms and 1 Maharaja Suite) has commenced operations from 1st November, 2015. With seven operating properties, the company expects to achieve strong growth in both revenues and profits in the current year.
DIVIDEND
Your Directors have paid an interim dividend of 40% (Rs.4 per equity share of Rs.10) for the year 2015-2016 amounting to Rs.268.16 lacs inclusive of dividend distribution tax of Rs.45.36 lacs. The Directors have decided to confirm the same as final dividend.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr S C Sekhar (DIN: 00024780) was appointed as an Independent Director for a term of one year on 11th April, 2015. 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 of the company and has been reappointed for a further term of 3 years with effect from 11th April, 2016.
Mr. Sumit Ratnakar Guha (DIN: 00492245) has been appointed as an Independent Director on 12th February, 2016 for one year subject to approval of shareholders at the ensuing General Meeting. The company has received a notice in writing from a shareholder together with requisite deposit proposing the name of Mr Sumit Ratnakar Guha to be elected as an Independent Director of the company.
Mr Guha has given a declaration that he meets the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013.
Your Directors state that Mr Sumit Ratnakar Guha possesses appropriate balance of skills, expertise and knowledge and is qualified for appointment as Independent Director.
Mr Hardeep Sachdeva (DIN: 00374288) has resigned as Director of the Company on 7th February, 2016. The Board of Director wish to place on record their deep appreciation for the valuable contribution made by Mr. Hardeep Sachdeva during his tenure as a Director on the Board.
Dr Niren Suchanti (DIN: 00909388) and Ms Preeti Khicha (DIN: 05108059), Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Directors recommend re-appointment of Dr Niren Suchanti and Ms Preeti Khicha to the Board.
Mr B L Soni has been appointed as Chief Financial Officer of the Company with effect from 26th May, 2015.
Ms Sangita Agarwal has been appointed as Company Secretary with effect from 1st February, 2016.
DECLARATION BY INDEPENDENT DIRECTORS
A 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.
CORPPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility Committee (CSR) and framed Corporate Social Responsibility Policy as required under Companies Act, 2013. The CSR policy is available on the companyâs website www.sinclairsindia.com The Committee will examine various proposals for CSR projects as specified in Schedule VII of Companies Act, 2013 and the related activities thereto and make recommendations to the Board.
In the year 2015-16, the Company had taken up a project in Darjeeling to build a proper road which is used by a large number of residents and others. The said road had a broken sewerage system, faulty drainage and was in damaged state. The filth and stench on the road became unbearable and it was dangerous to navigate the same. Inspired by the Swachh Bharat initiative of the Government, the company took up the complete revamp of the said road including its lighting to alleviate the problem of the local people. The work involved an expenditure of approximately Rs.11.86 lacs. The Company also spent an amount of Rs.7.43 lacs loward road work at Purbong Busti, Kalimpong and Rs.0.42 lacs toward sanitization work at Ooty. The Company spent an amount of Rs.1.23 lacs on distribution of books and stationery to poor children. The amounts spent on the CSR project has been disclosed in the accounts.
COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND SENIOR MANAGEMENT APPOINTMENT AND REMUNERATION
In accordance with Section 178 of the Act read with Regulation 19(4) of the SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015 the Companyâs Nomination and Remuneration Committee has formulated a policy on Directorsâ Appointment and Remuneration and Senior Management Appointment and Remuneration. The policies are enclosed as Annexure I and II and forms part of this report.
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 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. The Company has also taken up a phased programme to replace all CFL and ordinary lights to LED lights.
During the year, your Company earned Rs.5,221,315 in foreign exchange (previous year Rs. 6,055,912). There was expenditure in foreign currency of Rs.1,750,755 (previous year Rs.1,034,545).
AUDITORS
M/s S R Batliboi & Co. LLP (Member of Ernst & Young LLP), Chartered Accountants (Firm Registration No 301003E/ E300005) were appointed as Statutory Auditors of the Company for a period of (4) four years at the AGM held on 6th September, 2014. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.
SECRETARIAL AUDIT
In terms of Section 204 of the Act and Rules made there under, Mr. Arup Kumar Roy, Practicing Company Secretary has been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors for the year ended 31st March, 2016 is enclosed as Annexure III to this report.
RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year were at an armâs length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companyâs 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 may be accessed on the Companyâs website www.sinclairsindia.com. The particulars of contracts entered during the year as per Form AOC-2 is attached as Annexure IV with this report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed as Annexure V.
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.
PUBLIC DEPOSITS
During the year, the Company has not accepted any deposits from the public.
VIGIL MECHANISM
In 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 has been uploaded on the investor information website of the Company www.sinclairsindia.com. During the year ended 31st March, 2016, no complaints were received.
BOARD MEETINGS
During the year, 5 (Five) Board meetings were held on 26th May, 2015, 7th August, 2015, 12th November, 2015, 12th February, 2016 and 7th March, 2016 respectively.
MANAGERIAL REMUNERATION
The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as Annexure VI and forms a part of the Directorsâ Report. There are no employees who are in receipt of remuneration in excess of the limit specified under Section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT
In compliance with Regulation 34(3) of the Listing Regulation 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 compliance with the requirements of Regulation 34(3), forms part of this Report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, a Board Evaluation Policy has been put in place.
The process of review of Non-Independent Directors and the Board as a whole and also 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 of the Company was reviewed taking into account the views of the Executive Directors and Non-Executive Directors and Independent Directors. 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 practicing the highest standards of corporate governance.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which these financial statements relate and the date of this report.
ACKNOWLEDGEMENT
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 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.
Regd. Office:
Pressman House For and on behalf of the Board
10A Lee Road
Kolkata 700 020 Dr Niren Suchanti
May 30, 2016 Chairman
Mar 31, 2014
Dear members,
The Directors have pleasure in presenting the Fortysecond Annual
Report of the company together with the Audited Accounts for the year
ended 31st March, 2014.
Financial Highlights
Rs. in lacs
SI. Particulars Year ended Year ended
No. 31.03.2014 31.03.2013
1 Gross lncome 2421.87 2169.84
2 Profit before depreciation
and tax 783.44 617.53
3 Depreciation 274.75 214.82
4 Profit before tax and
exceptional items 508.69 402.71
5 Exceptional items 423.93 1146.19
6 Profit before tax 932.62 1548.90
7 Provision for tax 235.81 117.39
8 Profit after tax 696.81 1431.51
9 Profit brought forward 382.50 394.84
10 Profit available for
appropriation 1079.31 1826.35
11 Transfer to General Reserve 100.00 175.00
12 Transfer to Capital
Redemption Reserve 49.52 -
on buyback of equity shares
13 Proposed Dividend 222.80 1091.74
14 Tax on Dividend 37.86 177.11
15 Balance carried to
Balance Sheet 669.13 382.50
|1079.31 1826.35
PERFORMANCE
The company achieved operating revenue of Rs. 22.53 crore as against
Rs. 19.59 crore registering a growth of 15% during the year. This is
encouraging as the Indian hospitality industry faced very difficult
situation during the period.
FUTURE PLANS
The Company''s luxury resort project at Kalimpong is near completion and
is likely to be commissioned in the second quarter of this fiscal year
2014. The project at Burdwan has been delayed on account of local
issues and efforts are being made to resolve the same. The Company has
received sanction to build a 114 room upscale business hotel in
Rajarhat New Town, Kolkata.
With stability returning to North Bengal, the company expects
substantial improvement in its operational results in the current year.
BUY BACK
The process of buyback for 4,95,222 equity shares of Rs. 10 each at a
price of X390 per equity share aggregating Rs. 19.32 crore has been
successfully completed.
Consequent to buy back, Equity Share Capital of the Company has been
reduced from Rs. 6.06 crore to Rs. 5.57 crore.
DIVIDEND
Your Directors are pleased to recommend a dividend of 40% (Rs. 4 per
equity share of
10) for the year 2013-2014 amounting to Rs. 260.66 lacs inclusive of
dividend distribution tax of Rs. 37.86 lacs.
DIRECTORS
Mr Vikash Kuthari, Wholetime Director resigned from the service of the
Company w.e.f. 28th January, 2014 and Mr Ravi Harimohan Bhasin resigned
w.e.f. 12th February, 2014.
Dr Niren Suchanti retires by rotation and being eligible offers himself
for re-appointment.
Mr Kunal Bose retires by rotation and being eligible offers himself for
re-appointment.
ASSOCIATE COMPANY
The Company has divested its entire stake in Savannah Hotels Pvt Ltd on
25th July, 2013.
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.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Companies Act,
2013 and on the basis of explanation and compliance certificate given
by the officials of the Company and subject to disclosures in the
Annual Accounts and also on the basis of discussions with the Statutory
Auditors of the Company, we state as under:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii) that 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, 2014.
iii) that 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) that the directors have prepared the annual accounts on a going
concern basis.
v) that internal financial control has been laid down by the Company
which are adequate and are operating effectively.
vi) that 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 Rule 2 of the Companies Act, 1956
(Disclosure of Particulars in the Report of Board of Directors Rules,
1988) 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. 5,373,839 in foreign exchange
(previous year Rs. 5,808,395). There was expenditure in foreign
currency of Rs. 996,894 (previous year Rs. 3,515,240).
PUBLIC DEPOSITS
Your company has not accepted any deposits from the public.
ACKNOWLEDGEMENT
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 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.
Regd. Office: For and on behalf of the Board
Pressman House
10A Lee Road
Kolkata 700 020 Dr Niren Suchanti
May 30, 2014 Chairman
Mar 31, 2013
The Directors have pleasure in presenting the Fortyfirst Annual Report
of the company together with the Audited Accounts for the year ended
31st March, 2013.
FINANCIAL HIGHLIGHTS
Rs. in lacs
Sl. Particulars Year ended Year ended
No. 31.03.2013 31.03.2012
1 Gross Income 2169.84 1725.59
2 Profit before depreciation and tax 617.53 609.27
3 Depreciation 214.82 148.49
4 Profit before tax and exceptional items 402.71 460.78
5 Exceptional items 1146.19 -
6 Profit before tax 1548.90 460.78
7 Provision for tax 117.39 152.11
8 Profit after tax 1431.51 308.67
9 Profit brought forward 394.84 418.14
10 Profit available for appropriation 1826.35 726.81
11 Transfer to General Reserve 175.00 50.00
12 Interim and final dividend 1091.74 242.61
13 Tax on Dividend 177.11 39.36
14 Balance carried to Balance Sheet 382.50 394.84
1826.35 726.81
PERFORMANCE AND FUTURE PLANS
The company registered gross revenue of Rs. 21.70 crore as against Rs.
17.26 crore last year indicating a growth of nearly 26%. The five
operating hotels in Siliguri, Darjeeling, Dooars, Port Blair and Ooty
recorded an aggregate revenue growth of 35% from Rs. 14.47 crore last
year to Rs. 19.60 crore in the current year.
The company monetized part of its real estate assets in Siliguri as a
result of which it had an earning of Rs. 1485.66 lacs. In view of change
in method of charging depreciation on certain fixed assets, additional
depreciation of Rs. 339.47 lacs has been charged. These two items have
resulted in an exceptional item of Rs. 1146.19 lacs in the profit and
loss account. The profit before tax inclusive of the exceptional item
is Rs. 1548.90 lacs.
In view of the sales strategy adopted by the company as well as further
enhancement of facilities in its hotels and resorts, the current year
is expected to see a robust growth in revenues and profits.
FUTURE PLANS
The company''s luxury resort project at Kalimpong as well as the tourist
resort project at Burdwan is likely to be commissioned in the current
fiscal year. This will add to both revenue and profits.
As far as Kolkata hotel project is concerned, unfortunately the company
has still not received the sanction from the concerned authorities as a
result of which the implementation of the project has been delayed.
DIVIDEND
During the year, your Directors, in view of the improved operational
results as well as extraordinary income, have paid an interim dividend
@180% (Rs. 18 per equity share of Rs. 10) on 6,065,222 equity shares
amounting to Rs. 126,884,748 (Rupees Twelve crore sixty eight lac eighty
four thousand seven hundred forty eight only) inclusive of dividend
distribution tax.
The Board has recommended the interim dividend as final dividend.
DIRECTORS
Mr Siddhartha Yog resigned from the Board on 26th February, 2013. The
Board expressed deep appreciation for the valuable advice and
suggestions given by Mr Siddhartha Yog which substantially benefited
the Company.
Mr Aseem Kohli was appointed as a Director in the casual vacancy caused
by resignation of Mr Siddhartha Yog on 26th February, 2013.
Mr Hardeep Sachdeva and Mr Rohan Sikri retire by rotation and being
eligible offers themselves for re-appointment.
SUBSIDIARY COMPANY
Savannah Hotels Private Limited ceased to be a subsidiary of your
company effective 20th March, 2013 and became an Associate.
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 further 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.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 and on the basis of explanation and compliance certificate given
by the officials of the Company and subject to disclosures in the
Annual Accounts and also on the basis of discussions with the Statutory
Auditors of the Company, we state as under:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii) that 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, 2013.
iii) that the directors have taken proper and sufficient care for the
maintenance of accounting records in accordance with the provisions of
the Companies Act, 1956 safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv) that the directors have prepared the annual accounts on a going
concern basis.
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 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Director), Rules, 1988 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. 5,808,395 in foreign exchange
(previous year Rs. 4,527,767). There was expenditure in foreign currency
of Rs. 3,515,240 (previous year Rs. 8,090,194).
PUBLIC DEPOSITS
Your company has not accepted any deposits from the public.
PARTICULARS OF EMPLOYEES
There were no employees of the category mentioned in Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 as amended.
ACKNOWLEDGEMENT
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 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.
Regd. Office: For and on behalf of the Board
Pressman House
10A Lee Road
Kolkata 700 020 Dr Niren Suchanti
May 28, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the Fortieth Annual Report
of the company together with the Audited Accounts for the year ended 3
1st March, 2012.
FINANCIAL HIGHLIGHTS
Rs. in lacs
SI. Particulars Year ended Year ended
No. 31.03.2012 31.03.2011
1 Gross Income (Consolidated) 1963.29 -
Gross Income (Standalone) 1725.59 1910.28
2 Profit before depreciation 609.27 851.45
and tax
3 Depreciation 148.49 140.48
4 Profit before tax 460.78 710.97
5 Provision for taxation 152.11 188.31
6 Profit after tax 308.67 522.66
7 Profit brought forward 418.14 213.02
8 Profit available for 726.81 735.68
appropriation
9 Transfer to General Reserve 50.00 70.00
10 Interim Dividend 242.61 212.28
11 Tax on Dividend 39.36 35.26
12 Balance carried to 394.84 418.14
Balance Sheet
726.81 735.68
PERFORMANCE AND FUTURE PLANS
The consolidated total revenue from operations in the year under review
is Rs. 19.63 crore. The consolidated revenue represents only five months
of working of the hotel at Whitefield in Bengaluru - Savannah Sarovar
Premiere, which was acquired by the company on 31 st October. 2011. On
a standalone basis, the company registered a gross revenue of Rs. 17.26
crore as compared to Rs. 19.10 crore in the last year. The drop in
revenue is on account of closure of its Ooty hotel for complete
refurbishment. The other four operating hotels in Siliguri.
Darjeeling, Dooars and Port Blair recorded an aggregate revenue growth
in excess of 10% in the current year.
The gross profit of the company for the year on a standalone basis is Rs.
6.09 crore as compared to Rs. 8.51 crore in the previous year.
The opening of the Ooty hotel after a complete makeover has received an
excellent response from the guests who have stayed in our property. The
company also plans to invest substantially in its hotels at Siliguri,
Darjeeling and Port Blair to further enhance its facilities for
superior guest experience. In addition, the full year operations of
Bengaluru hotel will be reflected in the accounts. Therefore, the
current year is expected to see a robust growth in revenues and
profits.
FUTURE PLANS
The company has undertaken complete renovation and refurbishment of its
Ooty hotel. The new look property is being rebranded as Sinclairs
Retreat Ooty. It is expected that the ARR and occupancy levels of the
Ooty property will show a marked improvement.
The company's luxury resort project at Kalimpong is on course and
despite the intermittent problems during the year, civil construction
work has progressed well. The project is on schedule and the resort is
likely to be operational next year.
The work on the luxury tourist project at Burdwan has also begun. The
commencement of work was delayed by nearly eight months, but
implementation is given a thrust to ensure that the project is
operational by next year.
Work on the Kolkata hotel project has progressed substantially and most
of the sanctions are now in place. We expect to start the construction
work in August/September this year.
DIVIDEND
During the year, your Directors have paid an interim dividend @40% (Rs. 4
per equity share of Rs. 10) on 6,065,222 equity shares amounting to Rs.
28,196,611 (Rupees two crore eighty one lac ninety six thousand six
hundred eleven only) inclusive of dividend distribution tax. The board
has recommended the interim dividend as the final dividend.
DIRECTORS
Dr Niren Suchanti and Mr Kunal Bose retire by rotation and being
eligible offers themselves for reappointment.
INVESTMENTS IN SAVANNAH HOTELS PVT LTD
Your Company has invested in Savannah Hotels Pvt Ltd by subscribing to
808,700 equity shares of Rs. 100 each at a premium of Rs. 40 per share
representing 51.02% of the equity capital of the company. In addition,
the company has invested Rs. 78,108,060 towards 7,810,806, Zero percent,
Unsecured, Redeemable, Non convertible Debentures of Rs. 10 each on 31 st
October, 2011.
SUBSIDIARY COMPANY
Savannah Hotels Private Limited has become a subsidiary of your company
effective 31st October, 2011. The details pertaining to the subsidiary
company pursuant to Section 212(2) of the Companies Act, 1956 are
attached and forms part of this Annual Report.
The Ministry of Corporate Affairs vide their Circular no. 5/12/
2007-CL-III dated February 8. 2011 has granted a general exemption
under Section 212 (8) of the Companies Act, 1956 for publication of the
Accounts of subsidiary companies, subject to fulfillment of certain
conditions. Accordingly, your Company is exempted from publication of
the Accounts of its subsidiary and as such the accounts of the
subsidiary company are not annexed in the Annual Report. However, the
Consolidated Financial Statements prepared in accordance with
Accounting Standard 21(AS-21) duly audited by the Statutory Auditors,
forms part of the Annual Report.
The Financial Statements of the subsidiary company and other detailed
information will be made available to any member of the company seeking
such information at any point of time and are also available for
inspection at the Registered Office of the Company.
AUDITORS
M/s S R Batliboi & Co., Chartered Accountants (Registration No.
301003E) retire by rotation 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 further 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.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 and on the basis of explanation and compliance certificate given
by the officials of the Company and subject to disclosures in the
Annual Accounts and also on the basis of discussions with the Statutory
Auditors of the Company, we state as under:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii) that 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 true and fair view of the state
of affairs of the Company and of the profit of the Company for the year
ended 31 st March, 2012.
iii) that the directors have taken proper and sufficient care for the
maintenance of accounting records in accordance with the provisions of
the Companies Act, 1956 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities: and
iv) that the directors have prepared the annual accounts on a going
concern basis.
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 also does not use any imported
technology. Therefore, information regarding conservation of energy and
technology absorption as required under section 217(1 )(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Director), Rules, 1988 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. 4,527,767 in foreign exchange
(previous year 6,066,607). There was expenditure in foreign currency
Of Rs. 8,442,226 (previous year Rs. 15,213,566).
PUBLIC DEPOSITS
Your company has not accepted any deposits from the public.
PARTICULARS OF EMPLOYEES
There were no employees of the category mentioned in Section 217(2 A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 as amended.
ACKNOWLEDGEMENT
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 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.
Regd. Office: For and on behalf of the Board
Pressman House
10A Lee Road
Kolkata 700 020 Dr Niren Suchanti
May 28, 2012 Chairman
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the Thirtyninth Annual
Report together with the Audited Accounts for the year ended 31st
March, 2011.
FINANCIAL HIGHLIGHTS
` in lacs
Sl. Particulars Year ended Year ended
No. 31.03.2011 31.03.2010
1 Gross Income 1910.28 1604.17
2 Profit before depreciation 851.45 632.94
and tax
3 Depreciation 140.48 132.33
4 Profit before tax 710.97 500.61
5 Provision for taxation 188.31 157.18
6 Profit after tax 522.66 343.43
7 Profit brought forward 213.02 96.99
8 Profit available for 735.68 440.42
appropriation
9 Transfer to General Reserve 70.00 50.00
10 Interim Dividend 212.28 151.63
11 Tax on Dividend 35.26 25.77
12 Balance carried to 418.14 213.02
Balance Sheet
735.68 440.42
OPERATIONS AND PERFORMANCE
During the year under review, the operations of all the five hotel
units were satisfactory. The gross income increased to ` 1910.28 lacs
from ` 1604.17 lacs last year representing a growth of 19%. The profit
before tax increased to ` 710.97 lacs as compared to ` 500.61 lacs in
2009-2010 showing a rise of 42%. Profit after tax increased to ` 522.66
lacs compared to ` 343.43 lacs showing a rise of 52%.
In view of the improved performance, a higher dividend has been paid
for the year.
FUTURE PLANS
The company has undertaken complete renovation and refurbishment of its
Ooty hotel. The new look property is being rebranded as Sinclairs
Retreat Ooty. It is expected that the ARR and occupancy levels of the
Ooty property will show a marked improvement.
The company's luxury resort project at Kalimpong is on course and
despite the intermittent problems during the year, civil construction
work has progressed well. The project is on schedule and the resort is
likely to be operational next year.
The work on the luxury tourist project at Burdwan has also begun. The
commencement of work was delayed by nearly eight months, but
implementation is given a thrust to ensure that the project is
operational by next year.
Work on the Kolkata hotel project has progressed substantially and most
of the sanctions are now in place. We expect to start the construction
work in August/September this year.
DIVIDEND
Your Directors have paid an interim dividend @ 35% (Rs.3.50 per equity
share of ` 10) on 6,065,222 equity shares amounting to ` 24,754,029
(Rupees two crore forty seven lac fifty four thousand twenty nine only)
inclusive of dividend distribution tax.
However, to conserve the resources, the Board recommends this as the
final dividend.
DIRECTORS
The tenure of Mr Navin Suchanti as CEO and Managing Director expired on
31st March, 2011. The Board reappointed him as CEO and Managing
Director w.e.f. 1st April, 2011 for a further period of five years,
subject to approval of members at the ensuing Annual General Meeting.
Mr Ravi Bhasin was appointed as a Director in the casual vacancy caused
by resignation of Ms Pallavi Puri on 26th July, 2010.
Mr Siddhartha Yog and Mr Vikash Kuthari retire by rotation and being
eligible offers themselves for reappointment.
AUDITORS
M/s S R Batliboi & Co., Chartered Accountants retire by rotation and
being eligible offer themselves for reappointment.
CORPORATE GOVERNANCE
As required under Clause 49 of the Listing Agreement with Stock
Exchanges, a Report on Corporate Governance is attached elsewhere in
this Annual Report along with the Auditors' Certificate on the
compliance thereof.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 and on the basis of explanation and compliance certificate given
by the officials of the Company and subject to disclosures in the
Annual Accounts and also on the basis of discussions with the Statutory
Auditors of the Company from time to time, we state as under:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed:
ii) that 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 fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities; and
iv) that the directors have prepared the annual accounts on a going
concern basis.
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 also does not use any imported
technology. Therefore, information regarding conservation of energy and
technology absorption as required under section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Director), Rules,1988 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 ` 6,066,607 in foreign exchange
(previous year ` 5,879,190). There was expenditure in foreign currency
of ` 15,213,566 (previous year ` 760,225).
PUBLIC DEPOSITS
Your company has not accepted any deposits from the public.
PARTICULARS OF EMPLOYEES
There were no employees of the category mentioned in Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1956 as amended.
ACKNOWLEDGEMENT
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 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.
Regd. Office: For and on behalf of the Board
Pressman House
10A Lee Road
Kolkata 700 020 Dr Niren Suchanti
Dated: 30th May, 2011 Chairman
Mar 31, 2010
The Directors have pleasure in presenting the Thirty-eighth Annual
Report of the company together with the Audited Accounts for the year
ended 31st March, 2010.
FINANCIAL HIGHLIGHTS
(Rs. in lacs)
SI. Particulars Year ended Year ended
No. 31.03.2010 31.03.2009
1 Gross Income 1604.17 1605.51
2 Profit before depreciation and tax 632.94 589.01
3 Depreciation 132.33 132.22
4 Profit before tax 500.61 456.79
5 Provision for taxation 157.18 118.98
6 Profit after tax 343.43 337.81
7 Profit brought forward 96.99 9.18
8 Profit available for appropriation 440.42 346.99
9 Transferto General Reserve 50.00 250.00
10 Interim Dividend 151.63 -
11 Tax on Dividend 25.77 -
12 Balance carried to Balance Sheet 213.02 96.99
440.42 346.99
OPERATIONS AND PERFORMANCE
The year under review was a difficult one for the Indian tourism
industry. The Indian industry and business was in the grip of
recessionary trends and both business and pleasure travel sectors were
adversely impacted. Though the gross income was almost at the same
level as last year, the profit before tax increased to Rs 500.61 lacs
as compared to Rs 456.79 lacs last year, reflecting a growth of 9.5%.
Similarly the profit after tax was higher at Rs 343.43 lacs as compared
to Rs 337.81 lacs last year.
Your company has always enjoyed the trust and confidence of the
shareholders. Your directors are extremely pleased to announce that
your company is now back in the dividend list.
Your company continued to invest in its properties to ensure better
guest facilities and enhancement in service standards. Your company is
pursuing an aggressive sales strategy to achieve higher occupancies.
The local problems in Darjeeling district are affecting the movement of
tourists in the region and this impacted the sales and profitability of
the North Bengal units.
FUTURE PLANS
The companys luxury resort project in Kalimpong is now under
implementation and civil work has started at the site from February
this year. In terms of the present schedule, it
is expected that the luxury resort will be operational by December
2012. Being located in D category backward district, the project will
be entitled to both fiscal and tax benefits.
Your company has also finalized a luxury tourist project at Burdwan.
The company has been allotted two acres of land for the project.
Initially a 20 room property is being set up with extensive recreation
facilities. The project is a part of the township Renaissance being
promoted by the Bengal Shrachi group in joint sector with Burdwan
Development Authority. We have signed a term sheet with Bengal Shrachi
whereby the resorts recreational facilities will be available for use
to the residents of the township. The construction of the project is
likely to commence in June 2010 and it is expected to be operational by
December 2012.
Your company has also finalized land for its flagship project of
setting up a luxury four star business hotel in Kolkata.
With the implementation of the three projects, the total number of keys
will be close to 500.
DIVIDEND
Your Directors have paid during the year interim dividend @ 25% (Rs
2.50 per equity share of Rs 10) on 6,065,222 equity shares amounting to
Rs 17,740,016 (Rupees one crore seventy seven lacs forty thousand
sixteen only) inclusive of dividend distribution tax. However, in view
of the growth plans, the Board does not recommened any further
dividend.
DIRECTORS
We report with profound grief and sorrow, the untimely demise of our
Director Rohan Suchanti. The contribution of Rohan Suchanti to the
growth of the company was immense. He played a pivotal role in
enabling the company to embrace technology in a major way.
Mr Kunal Bose was appointed as a Director in the casual vacancy caused
by sad and untimely demise of Rohan Suchanti on 16th November, 2009.
Mr Hardeep Sachdeva and Mr Rohan Sikri retire by rotation and being
eligible offers themselves for re-appointment.
SUBSIDIARY COMPANY
Sinclairs Management Education Co. Private Limited ceased to be a
subsidiary effective 30th September,2009.
AUDITORS
M/s S R Batliboi & Co., Chartered Accountants retire by rotation and
being eligible offer themselves for reappointment.
CORPORATE GOVERNANCE
As required under Clause 49 of the Listing Agreement with Stock
Exchanges, a Report on Corporate Governance is attached elsewhere in
this Annual Report along with the Auditors Certificate on the
compliance thereof.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 and on the basis of explanation and compliance certificate given
by the officials of the Company and subject to disclosures in the
Annual Accounts and also on the basis of discussions with the Statutory
Auditors of the Company from time to time, we state as under:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed:
ii) that 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 fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities; and
iv) that the directors have prepared the annual accounts on a going
concern basis.
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 also does not use any imported
technology. Therefore, information regarding conservation of energy and
technology absorption as required under section 217(l)(e) of the
Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of the Director), Rules, 1988
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.5,879,190 in foreign exchange
(previous year Rs.3,374,734). There was expenditure in foreign currency
of Rs.760,225 (previous year Rs.2,123,114).
PUBLIC DEPOSITS
Your company has not accepted any deposits from the public.
PARTICULARS OF EMPLOYEES
There were no employees of the category mentioned in Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1956 as amended.
ACKNOWLEDGEMENT
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 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.
Regd. Office: For and on behalf of the Board
56A Mirza Ghalib Street
Kolkata 700 016 Dr Niren Suchanti
Dated : 26th May, 2010 Chairman