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Directors Report of Sinclairs Hotels Ltd.

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

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 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 Company’s 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 company’s 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.

COMPANY’S POLICY ON DIRECTORS’ 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 Company’s Nomination and Remuneration Committee has formulated a policy on Directors’ 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 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 policy on Related Party transactions as approved by the Board may be accessed on the Company’s 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 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 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

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