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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Sinclairs Hotels Ltd.

Mar 31, 2025

Your Directors have the pleasure of presenting the 53rd Annual
Report of the Company together with the Audited Financial
Statements for the financial year ended March 31,2025.

Financial Highlights

The financial performance of your Company, for the year ended
March 31,2025, is summarised below; ? in lakh

Particulars	Current Year 2024-2025	Previous Year 2023-2024
Total Revenue	5961.36	6512.59
Earnings Before Interest, Depreciation, Taxes, Amortization and exceptional items (EBIDTA)	2451.10	3134.16
Depreciation	502.76	487.00
Finance Cost	166.88	104.62
Profit Before Tax	1781.46	2542.54
Current Tax	375.49	531.84
Deferred Tax	6.29	(43.49)
Net Profit for the year	1399.68	2054.19
Other Comprehensive Income for the year, net of tax	(8.80)	(1.59)
Total Comprehensive Income	1390.88	2052.60

Performance and state of Company''s affairs

The Company achieved revenue of ? 5961.36 lakh as compared
to ? 6512.59 lakh in the previous year. Earnings before Interest,
Depreciation, Tax and Amortization (EBIDTA) were ? 2451.10 lakh
as compared to ? 3134.16 lakh last year. The Net Profit is ? 1399.68
lakh as compared to ? 2054.19 lakh last year.

Future Prospects

Indian tourism and hospitality industry is emerging as the one of
the key growth drivers amongst service sectors in India. Further,
massive development of infrastructure and improved connectivity
is likely to result in an exponential growth of tourism industry.
The Company''s cash reserves are very strong and is presently
looking at opportunities to expand by way of both greenfield
projects as well as acquiring existing properties on lease. Your
directors are confident of achieving higher topline and bottomÂ¬
line in the coming years.

Change in the nature of Business

During the year under review, there has been no change in the
nature of the business of the Company.

Dividend

Your directors are pleased to recommend a dividend of 40%
(? 0.80 per equity share of? 2 each) on the capital comprising of
5,12,60,000 equity shares of ? 2 each for the year 2024-25.

The Dividend if approved by the shareholders will amount to
? 410.08 lakh.

The dividend pay-out is in accordance with the Dividend
Distribution Policy of the Company which is uploaded on the
Company''s website at https://www.sinclairsindia.com/investor/
Dolicies/Dividend-Distribution-Policv.Ddf

Transfer to Reserves

Yourdirectorsdonot propose transferring any amountto reserves
for the financial year 2024-25.

Share Capital

There is no change in the Share Capital during the year under
review. The Company has not issued any shares with differential
voting rights, stock options or sweat equity shares.

Directors and Key Managerial Personnel

The details of the Directors and Key Managerial Personnel of the

Cnmnini/ -sr An "3 1 TOTC iro -sr Â£r\lIr\\airÂ¦

SI. No.	Name	Designation
1	Mr. Navin Chand Suchanti	Promoter and Non-Executive Chairman
2	Dr. Niren Suchanti	Promoter and Non-Executive Director
3	Ms. Pramina Suchanti	Promoter and Non-Executive Director
4	Ms. Kumkum Gupta (till 09.11.2024)	Independent Director
5	Mr. Sanjeev Khandelwal	Independent Director
6	Mr. Sushil Kumar Mor	Independent Director
7	Mr. Vivek Goenka (from 8.112024)	Independent Director
7	Mr. Swajib Chatterjee	Manager and Chief Operating Officer
8	Mr. B L Soni	Chief Financial Officer
9	Ms. Ananna Sarkar	Company Secretary and Compliance Officer

Ms. Pramina Suchanti (DIN: 00273736) Director retires by rotation
at the forthcoming Annual General Meeting and being eligible,
offer herself for reappointment. The Directors recommend
re-appointment of Ms. Pramina Suchanti to the Board. The notice
convening the 53rd AGM to be held on August 6,2025, sets out
the details.

Further, during the year under review, Mr. Vivek Goenka
(DIN: 00042285), was appointed as an Independent Director with
effect from November 08,2024, for a term of five years which was
approved by the shareholders through postal ballot held on January
20,2025.

Ms Kumkum Gupta ceased to be a Director from November 09,
2024 in view of completion of her 2nd tenure as Independent
Director. The Board wishes to record its appreciation of the guidance
provided by Ms Gupta during her tenure as Independent Director
of the Company.

Directors'' Qualification Certificate

In accordance with Regulation 34(3) read with Schedule V Para-C
Sub clause 10(i) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a

Certificate from Mr. Arup Kumar Roy, Practicing Company Secretary
dated May 20, 2025 certifying that none of the directors on the
board of the Company have been debarred or disqualified from
being appointed or continuing as directors of the Companies by
SEBI/ Ministry of Corporate Affairs or any such statutory Authority
is attached as Annexure to the Corporate Governance Report.

Declaration by Independent Directors

Declaration by Independent Directors that they meet the criteria
of independence as provided in sub-section (6) of Section 149 of
the Companies Act, 2013 has been received from all the
Independent Directors.

Meeting of Board of Directors

Five (5) Board Meetings were held during the financial year ended
on March 31,2025. The details of the board meetings, their dates,
and the attendance of the directors are given in the Corporate
Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and other
applicable provisions, the review of Non-Independent Directors
and the Board as a whole and its Committees were undertaken in
separate meetings of Independent Directors on January 31,2025
and March 27,2025, withoutthe attendance of Non-Independent
Directors and members of the management. At the meeting, the
performance of the Chairman was reviewed. The meeting also
assessed the quality, quantity and timeliness of the flow of
information required for the Board to perform its duties properly.
The Board of Directors separately evaluated the performance of
each of the Independent Director. The concerned Independent
Director did not participate in the meeting. The Directors have
expressed their satisfaction with the evaluation process.

Based on the findings from the evaluation process, the Board will
continue to review its procedures and effectiveness in the financial
year ahead with a view to following the highest standards of
corporate governance.

Familiarisation Programme for Independent Directors

The details of the familiarisation programme for Independent
Directors undertaken by the Company during the year under
review is available on the Company''s investor information website
and a web link of the same is given in the Corporate Governance
Report.

Audit Committee

In accordance with Section 177 ofthe Companies Act, 2013, and
Rules made thereunder and Regulation 18 of SEBI (Listing
Obligations Disclosure Requirements) Regulations 2015, the
Company has duly constituted the Audit Committee, details of
which are disclosed in the Corporate Governance Report forming
part of this Annual Report.

Nomination and Remuneration Committee

In accordance with Section 178 of Companies Act, 2013 read with
Rule 6 of Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 19 of SEBI (Listing Obligations Disclosure
Requirements) Regulations 2015, the Company has constituted a
Nomination and Remuneration Committee, details of which are
disclosed in the Corporate Governance Report forming part of this
Annual Report.

Stakeholders''Relationship Committee

In accordance with Section 178 ofthe Companies Act, 2013 read
with Rule 6 of Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 20 of SEBI (Listing Obligations Disclosure
Requirements) Regulations 2015, the Company has constituted a
Stakeholders'' Relationship Committee, details of which are
disclosed in the Corporate Governance Report forming part of this
Annual Report.

Auditor(s) and their reports

(i) Statutory Auditor

The Shareholders at their 51st Annual General Meeting (AGM)held
on July 17,2023, had approved the re-appointment of M/s B S R
&Co. LLP, Chartered Accountants (Firm Registration No. 101248W/
W-100022) as Statutory Auditors ofthe Company, to hold office
from the conclusion ofthe 51st AGM up to the conclusion ofthe
56th AGM.

The Statutory Auditors'' Report on the financial statements ofthe
Company for the financial year ended on March 31,2025, forms
part of this Annual Report. The notes on financial statements
referred to in the Auditors'' Report are self-explanatory and,
therefore, do not require further clarification. There are no
qualifications, adverse remarks or disclaimer made by the Auditors
in their Report, and hence, no explanation or comments of the
board are required.

(ii) Secretarial Audit

In terms of Section 204 ofthe Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Mr. Arup Kumar Roy, Practicing Company
Secretary, had been appointed as Secretarial Auditor of the
Company in Board Meeting held on May 21,2024, to conduct
secretarial audit for the financial year 2024-25.

The report ofthe Secretarial Auditor for the year ended March 31,
2025, in Form MR-3 is given as Annexure 1 to this report. Further,
Mr. Arup Kumar Roy, Secretarial Auditor has issued Secretarial
Compliance Report for the year ended March 31,2025, confirming
compliance of SEBI Regulations / guidelines / circulars issued
thereunder and as applicable to the Company. There is no
qualification, adverse remark or disclaimer made by the Secretarial
Auditor in their Report and hence, no explanation or comments
ofthe board are required.

Board of Directors at its meeting held on May 20, 2025, has
approved the appointment of Mr. Arup Kumar Roy, Company
Secretary in Practice (C. P. No: 9597) as Secretarial Auditor ofthe
Company for a period of five consecutive years commencing from
Financial year (FY) 2025-26 till FY 2029-2030, subject to the approval
ofthe shareholders on the Company at the ensuing Annual General
Meeting. The details pertaining to this is given in the notice of
AGM.

(Mi) Internal Audit

The Company had appointed M/s. Mookherjee Biswas & Pathak,
Chartered Accountants, as its Internal Auditor.The Internal Audit
team is submitting their report regularly to the Audit Committee.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) ofthe Companies
Act, 2013 read with Regulation 22 ofthe SEBI (LODR) Regulation,
2015, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Policy is available on
the Investor Information website ofthe Company at
www.sinclairsindia.com/investor/Viqil Mechanism.pdf

During the year ended March 31,2025, no com plaints were received
under the Policy.

Risk Management Policy

The policy on risk management is not applicable to the Company.

Disclosures of transactions of the listed entity with any person
or entity belonging to the Promoter/Promoter Group

During thefinancial year 2024-25, no such transaction took place
with any person or entity belonging to promoter/ promoter group.

Business Responsibility and Sustainability Reporting

The Business Responsibility and Sustainability Report is not
applicable to the Company for the period under review.

Internal Financial Control

Your Company has adequate internal control system, which is
commensurate with the size, scale and complexity of its operations.
Your Company has designed and implemented a process driven
framework for Internal Financial Controls (IFC) within the meaning
of the explanation of Section 134(5) of the Act, SEBI Regulations,
2015 and other relevant statutes applicable to your Company.

Your Company has a process in place to continuously monitor
existing controls and identify gaps and implement new and / or
improved controls wherever the effect of such gaps would have
a material effect on your Company''s operations.

A report on the internal financial controls of the Company, as
required under clause (i) of sub-section 3 of section 143 of the
Companies Act, 2013, issued by M/s. B S R & Co. LLP, Chartered
Accountants (ICAI Firm Registration No. 101248W/W-100022),
forms part of Independent Auditor''s Report and the same is selfÂ¬
explanatory.

Significant and material orders passed by the regulators,
courts, and tribunals impacting the going concern status and
the Company''s operations in the future

During the period under review, no significant material order has
been passed by any Regulators/Courts/Tribunals impacting the
going concern status and the Company''s operations in future.

Company''s Policy on Directors'' Appointment and
Remuneration and Senior Management Appointment and
Remuneration

In accordance with Section 178 of the Companies Act 2013 read
with Regulation 19(4) ofthe SEBI (Listing Obligation and Disclosures
Requirement) Regulations 2015, the Company''s Nomination and
Remuneration Committee has formulated a policy on Appointment
and Remuneration of Directors, Key Managerial Personnel and
Senior Management.The policy has been uploaded on the investor
information website at www.sinclairsindia.com/investor/policies/
Policy-on-Direct or-Appointment-and-Remuneration-and-Senior-
Manaqement-Appointment-and-Remuneration.pdf

Directors'' Responsibility Statement

Pursuanttothe requirements of Section 134(5) ofthe Companies
Act, 2013, we hereby state and confirm that

i) In the preparation ofthe annual financial statements for the
financial year ended March 31,2025, 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 ofthe

state of affairs of the Compa ny and of the profit for the year
ended March 31,2025;

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 for safeguarding
the assets ofthe Company and preventing and detecting fraud
and other irregularities;

iv) The Directors have prepared the annual accounts on a going
concern basis;

v) The Directors have laid down internal financial controls which
are being followed by the Company and that such internal
financial controls are adequate and are operating effectively;
and

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

Reporting of Fraud by Auditors

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

Managerial Remuneration

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

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

During the year, your Company earned ? 10.95 lakh in foreign
exchange (previous year ? 2.01 lakh). There was expenditure in
foreign currency of? 6.57 lakh (previous year ? 7.19 lakh).

Transfer to Investor Education and Protection Fund

Pursuant to Section 124 ofthe Companies Act 2013, and Investor
Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, as amended, the amount of
dividend remaining unpaid or undaimed for a period of seven
years from the due date is required to be transferred to the Investor
Education and Protection Fund (IEPF). During the year under review,
the Company had transferred on November 13,2024 ? 181,9527-
being the unpaid and unclaimed dividend amount pertaining to
the Dividend for the financial year 2016-2017.

In terms of the provisions of Section 124(6) ofthe Companies Act,
2013 and Investor Education and Protection Fund Authority
(Accounting, Audit,Transferand Refund) Amendment Rules, 2017,
the Company is required to transfer the shares in respect of which
dividend remains unpaid and unclaimed for a period of seven
consecutive years to the Investor Education and Protection Fund
(IEPF) Suspense Account. Accordingly, during the year under review,

8045 equity shares have been transferred to IEPF on December 5,
2024, after giving individual notices to concerned shareholders
and advertisements in newspapers.

Thelistofshareholderswhosedividend remain unpaid/undaimed
till date of previous Annual General Meeting held on July 18,2024
have been uploaded in the Company''s Investor Information website

at www.sinclairsindia.com/invest or-information.php#unclaime d-
dividend

Shareholders are requested to check their unpaid dividend from
this list and contact the Registrars and Share Transfer Agents to
obtain duplicate dividend warrants.

Corporate Social Responsibility (CSR)

The key philosophy of the CSR initiative undertaken by the
Company is to contribute in the areas of education and healthcare
of the underprivileged, irrespective of caste and creed. The CSR
policy as approved by the Board is available on the Company''s
investor information website atwww.sinclairsindia.com/investor/
Dolicies/Policv-CorDorate-Social-ResDonsibilitv.Ddf Disclosures as
required under Rule 9 of the Companies (Corporate Social
Responsibility) Rules, 2014 are given in Annexure 3 to this report.

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 under review, the Company has not accepted any
deposit from the public.

Related Party Transactions

The contracts, arrangements or transactions entered with related
parties during financial year 2024-25 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 Company''s website at www.sinclairsindia.com/investor/
policies/Policv-Partv-Transaction.pdf No Material related party
transactions as per the materiality threshold of Regulation 23 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations
2015, were entered during theyear bytheCompany. Accordingly,
the disclosure of transactions as required under Section 134(3)(h)
of the Act, in Form AOC-2, is not applicable.

Corporate Governance

The Company has complied with all the corporate governance
requirements under SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. A detailed report on the
Corporate Governance for the financial year 2024-25 together with
Certificate from Practising Company Secretary, confirming
compliance with the conditions of Corporate Governance is given
as Annexure 4 to this report.

Secretarial Standards

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

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year

under review, as per Regulation 34 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 is annexed to this
report.

Listing

Your Company''s equity shares are listed on BSE Limited (BSE),
National Stock Exchange of India Limited (NSE) and Calcutta Stock
Exchange (CSE) during the financial year under review.

Listing and trading of equity shares of the Company has
commenced at National Stock Exchange of India Limited (NSE)
from April 10,2024.

The Annual listing fees for financial year 2025-26 have been paid
to all the stock exchanges.

Annual Return

In accordance with provisions of Sections 92(3) and 134(3)(a) of
the Companies Act, 2013, a copy of Annual Return is available on
the Company''s website at https://www.sinclairsindia.com/investor-
information.php#annual-return.

CEO and CFO certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the CEO and CFO
certification as specified in Part B of Schedule II thereof is annexed
to the Corporate Governance Report.

Disclosures under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013

In accordance with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules thereunder, your Company has adopted a âPolicy
on Prevention of Sexual Harassment at Workplace"to provide equal
employment opportunity and is committed to provide a work
environment that ensures every woman employee is treated with
dignity and respect and afforded equitable treatment.

The Company has complied with the Information required under
Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Further, the details of complaint(s) under
the''Policy on Prevention of Sexual HarassmentofWomen''ofthe
Company during the financial year 2024-25 have been provided
in the Corporate Governance Report.

The company has complied with the rules under Maternity Benefit
(Amendment) Act, 2017, wherever applicable.

Material Changes and Commitments

There have been no material changes or commitments affecting
thefinancial position of the Company since thee lose ofthefinancial
year, i.e., since March 31,2025, and to the date of this report.

Acknowledgements

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

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

For and on behalf of the Board

147 Block G New Alipore Navin Suchanti

Kolkata 700053 Chairman

May 20,2025 DIN: 00273663

Mar 31, 2024

The Directors have the pleasure of presenting the 52^nd Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31,2024. Financial Highlights

The financial performance of your Company, for the year ended March 31, 2024, is summarised below:

Particulars	Current Year 2023-2024	Previous Year 2022-2023
	(? in lakh)
Total Revenue	6512.59	5733.09
Earnings Before Interest, Depreciation, Taxes, Amortization and exceptional items (EBIDTA)	3134.16	2537.12
Depreciation	487.00	471.00
Finance Cost	104.62	110.58
Profit Before Exceptional Item and Tax	2542.54	1955.54
Exceptional item*	-	1888.90
Profit Before Tax	2542.54	3844.44
Current Tax	531.84	741.77
Deferred Tax	(43.49)	(20.53)
Net Profit for the year	2054.19	3123.20
Other Comprehensive Income for the year, net of tax	(1.59)	(4.65)
Total Comprehensive Income	2052.60	3118.55
* On account of sale of land at Kolkata

Performance and state of Company''s affairs

The Company achieved revenue of ? 6512.59 lakh as compared to ? 5733.09 lakh in the previous year. Earnings Before Interest, Depreciation, Tax and Amortization (EBIDTA) were ? 3134.15 lakh as compared to ? 2537.12 lakh last year. The Net Profit is ? 2054.19 lakh as compared to ? 3123.20 lakh last year.

Future Prospects

Indian tourism and hospitality industry is emerging as one of the key growth drivers amongst service sectors in India. Further, massive development of infrastructure and improved connectivity is likely to result in an exponential growth of tourism industry.

The Company''s cash reserves are very strong and is presently looking at opportunities to expand by way of both greenfield projects as well as acquiring existing properties on lease. Your directors are confident of achieving higher topline and bottomline in the coming years.

Change in the nature of Business

During the year under review, there has been no change in the nature of the business of the Company.

Dividend

Your directors are pleased to recommend a dividend of 50% (? 1 per equity share of ? 2 each) on the expanded capital comprising of 5,12,60,000 equity shares of ? 2 each for the year 2023-24.

The Dividend if approved by the shareholders will amount to ? 512.60 lakh.

The dividend pay-out is in accordance with the Dividend Distribution Policy of the Company which is uploaded on the Company''s website at https://www.sinclairsindia.com/investor/ policies/Dividend-Distribution-Policy.pdf Transfer to Reserves

Your directors do not propose transferring any amount to reserves for the financial year 2023-24.

Share Capital

During the year under review, the Company had completed buyback of 15,20,000 equity shares having face value of ? 2 each at a price of ? 200/- per share. All the equity shares bought back were extinguished on October 25, 2023. The equity share capital post buyback stood reduced to ? 512.60 Lakh comprising of 2,56,30,000 equity shares of ? 2 each.

On January 30, 2024, 2,56,30,000 fully paid-up Bonus Equity shares of ? 2 each in the ratio of 1:1 were issued and allotted by the Company. The equity shares post bonus issue stands increased to 5,12,60,000 equity shares. The bonus issue is a testimony of the Company''s philosophy of rewarding its shareholders.

Accordingly, your Company''s paid-up Equity Share Capital as on March 31,2024, is ? 1025.20 Lakh. Post buyback and bonus issue, the shareholding pattern is given in the Corporate Governance Report.

The Board regrets to inform you that Ms. Sujata Suchanti, part of Promoter Group and largest single shareholder of your Company left for her heavenly abode on December 27, 2023. 47,60,013 equity shares (18.57%) held by her was transmitted to her spouse and nominee Dr. Niren Suchanti.

During the year under review, the Company has not issued any shares with differential voting rights, stock options or sweat equity shares.

Directors and Key Managerial Personnel

The details of the Directors and Key Managerial Personnel of the Company as on March 31,2024, are as follows:

Sl. No.	Name	Designation
1	Mr. Navin Chand Suchanti	Promoter and Non-Executive Chairman
2	Dr. Niren Chand Suchanti	Promoter and Non-Executive Director
3	Ms. Pramina Suchanti	Promoter and Non-Executive Director
4	Ms. Kumkum Gupta	Independent Director
5	Mr. Sanjeev Khandelwal	Independent Director
6	Mr. Sushil Kumar Mor	Independent Director
7	Mr. Swajib Chatterjee	Manager and Chief Operating Officer
8	Mr. B L Soni	Chief Financial Officer
9	Ms. Ananna Sarkar	Company Secretary and Compliance Officer

During the year under review, the shareholders at the Extraordinary General Meeting held on January 18, 2024, had approved the continuation of directorship of Dr. Niren Suchanti (DIN: 00909388), as a Non-executive Non-Independent Director, who is liable to retire by rotation, from the day he attains the age of 75 years i.e., April 17, 2024, till the expiry of his term.

Dr. Niren Suchanti, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for

reappointment. The Directors recommend re-appointment of Dr. Niren Suchanti to the Board. The notice convening the 52^ndAGM to be held on July 18, 2024, sets out the details.

Further during the year under review, Mr. Sushil Kumar Mor (DIN: 00274066), was appointed as an Independent Director with effect from May 23, 2023, for a term of five years which was approved by the shareholders in Annual General Meeting held on July 17, 2023.

Also, Ms. Kriti Kochar (Membership No.: A52688) had resigned as Company Secretary with effect from June 17, 2023. Thereafter Ms. Debolina Karmakar (Membership No.: A62738) was appointed as a Company Secretary and Compliance Officer with effect from July 12, 2023. However, on account of health issues, Ms. Debolina resigned as Company Secretary with effect from November 10, 2023. Ms. Ananna Sarkar (Membership No.: A36737) was appointed as Company Secretary and Compliance Officer with effect from December 15, 2023.

Directors'' Qualification Certificate

In accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Certificate from Mr. Arup Kumar Roy, Practicing Company Secretary dated May 21, 2024 certifying that none of the directors on the board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Companies by SEBI/ Ministry of Corporate Affairs or any such Statutory Authority is attached as Annexure to the Corporate Governance Report.

Declaration by Independent Directors

Declaration by Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received from all the Independent Directors.

Meeting of Board of Directors

Seven (7) Board Meetings were held during the financial year ended on March 31, 2024. The details of the board meetings, their dates, and the attendance of the directors have been provided in the Corporate Governance Report.

Board Evaluation

The Board of Directors separately evaluated the performance of each of the Independent Director. The concerned Independent Director did not participate in the meeting. The Directors have expressed their satisfaction with the evaluation process.

Based on the findings from the evaluation process, the Board will continue to review its procedures and effectiveness in the financial year ahead with a view to following the highest standards of corporate governance.

Familiarisation Programme for Independent Directors

The details of the familiarisation programme for Independent Directors undertaken by the Company during the year under review is available on the Company''s investor information website and a web link of the same has been provided in the Corporate Governance Report.

Audit Committee

In accordance with Section 177 of the Companies Act, 2013, and Rules made thereunder and Regulation 18 of SEBI (Listing Obligations Disclosure Requirements) Regulations 2015, the Company has duly constituted the Audit Committee, details of which are disclosed in the Corporate Governance Report forming part of this Annual Report.

Nomination and Remuneration Committee

In accordance with Section 178 of Companies Act, 2013 read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of SEBI (Listing Obligations Disclosure Requirements) Regulations 2015, the Company has constituted a Nomination and Remuneration Committee, details of which are disclosed in the Corporate Governance Report forming part of this Annual Report.

Stakeholders'' Relationship Committee In accordance with Section 178 of the Companies Act, 2013 read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 20 of SEBI (Listing Obligations Disclosure Requirements) Regulations 2015, the Company has constituted a Stakeholders'' Relationship Committee, details of which are disclosed in the Corporate Governance Report forming part of this Annual Report.

Auditor(s) and their reports

(i) Statutory Auditor

The Shareholders at their 51^st Annual General Meeting (AGM) held on July 17, 2023, had approved the re-appointment of M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/ W-100022) as Statutory Auditors of the Company, to hold office from the conclusion of the 51^st AGM up to the conclusion of the 56^th AGM.

The Statutory Auditors'' Report on the financial statements of the Company for the financial year ended on March 31, 2024, forms part of this Annual Report. The notes on financial statements referred to in the Auditors'' Report are self-explanatory and, therefore, do not require further clarification. There are no qualifications, adverse remarks or disclaimer made by the Auditors in their Report, and hence, no explanation or comments of the board are required.

(ii) Secretarial Audit

In terms of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Arup Kumar Roy, Practicing Company Secretary, had been appointed as Secretarial Auditor of the Company in Board Meeting held on May 23, 2023, to conduct secretarial audit for the financial year 2023-24.

The report of the Secretarial Auditor for the year ended March 31, 2024, in Form MR-3 is given as Annexure 1 to this report. Further, Mr. Arup Kumar Roy, Secretarial Auditor has issued Secretarial Compliance Report for the year ended 31 March 2024, confirming compliance of SEBI Regulations / guidelines / circulars issued thereunder and applicable to the Company. There is no qualification, adverse remark or disclaimer made by the Secretarial Auditor in their Report and hence, no explanation or comments of the board are required.

(iii) Internal Audit

The Company had appointed M/s. Mookherjee Biswas & Pathak, Chartered Accountants, as its Internal Auditor. The Internal Audit team is submitting their report regularly to the Audit Committee.

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 Policy is available on the Investor Information website of the Company at:

www.sinclairsindia.com/investor/Vigil Mechanism.pdf

During the year ended March 31, 2024, no complaints were received under the Policy.

Risk Management Policy

The policy on risk management is not applicable to the Company. Disclosures of transactions of the listed entity with any person or entity belonging to the Promoter/Promoter Group

During the financial year 2023-24, no such transaction took place with any person or entity belonging to promoter/ promoter group, except transmission of 47,60,013 shares held by Late Sujata Suchanti to her spouse and nominee Dr. Niren Chand Suchanti.

Business Responsibility and Sustainability Reporting

The Business Responsibility and Sustainability Report is not applicable to the Company during the period under review. Internal Financial Control

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explanation of Section 134(5) of the Act, SEBI Regulations, 2015 and other relevant statutes applicable to your Company.

Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material effect on your Company''s operations.

A report on the internal financial controls of the Company, as required under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013, issued by M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/ W-100022), forms part of Independent Auditor''s Report and the same is selfexplanatory.

Significant and material orders passed by the regulators, courts, and tribunals impacting the going concern status and the Company''s operations in the future.

During the period under review, no significant material order has been passed by any Regulators/Courts/Tribunals impacting the going concern status and the Company''s operations in future. Company''s Policy on Directors'' Appointment and Remuneration and Senior Management Appointment and Remuneration

In accordance with Section 178 of the Companies Act 2013 read with Regulation 19(4) of the SEBI (Listing Obligation and Disclosures Requirement) Regulations 2015, the Company''s Nomination and Remuneration Committee has formulated a policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management. The policy has been uploaded on the investor information website at www.sinclairsindia.com/investor/policies/Policy-on-Director-Appointment-and-Remuneration-and-Senior-Management-Appointment-and-Remuneration.pdf 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 financial statements for the financial year ended March 31, 2024, the applicable accounting standards have been followed;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a fair view of the state of affairs of the Company and of the profit for the year ended March 31,2024;

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 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) The Directors have laid down internal financial controls which are being followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Reporting of Fraud by Auditors

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

Managerial Remuneration

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

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

The operations of your company do not require energy consumption of any significant level. The company does not use any imported technology. Therefore, information regarding conservation of energy and technology absorption as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable. During the year, your Company earned ? 2.01 lakh in foreign exchange (previous year ? 18.70 lakh). There was expenditure in foreign currency of ? 7.19 lakh (previous year ? 6.78 lakh).

Transfer to Investor Education and Protection Fund

Pursuant to Section 124 of the Companies Act 2013, and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF). During the year under review, the Company had transferred on April 25, 2023, ? 1,69,616/- being the unpaid and unclaimed dividend amount pertaining to the Interim Dividend for the financial year 20152016.

In terms of the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, the Company is required to transfer the shares in respect of which dividend remains unpaid and unclaimed for a period of seven consecutive years to the Investor Education and Protection Fund (IEPF) Suspense Account. Accordingly, during the year

under review, 5510 equity shares have been transferred to IEPF on May 18, 2023, after giving individual notices to concerned shareholders and advertisements in newspapers.

The list of shareholders whose dividend remain unpaid/ unclaimed till date of previous Annual General Meeting held on July 17, 2023 have been uploaded in the Company''s Investor Information website at www.sinclairsindia.com/investor-information.php#unclaimed-dividend

Shareholders are requested to check their unpaid dividend from this list and contact the Registrars and Share Transfer Agents to obtain duplicate dividend warrants.

Corporate Social Responsibility (CSR)

The key philosophy of the CSR initiative undertaken by the Company is to contribute in the areas of education and healthcare of the underprivileged, irrespective of caste and creed. The CSR policy as approved by the Board is available on the Company''s investor information website at www. sinclairsindia.com/investor/policies/Policy-Corporate-Social-Responsibility.pdf. Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure 3 to this report.

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 under review, the Company has not accepted any deposit from the public.

Related Party Transactions

The contracts, arrangements or transactions entered with related parties during financial year 2023-24 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 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 Company''s website at www. sinclairsindia.com/investor/policies/Policv-Partv-Transaction. pdf. No Material related party transactions as per the materiality threshold of Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, were entered during the year by the Company. Accordingly, the disclosure of transactions as required under Section 134(3)(h) of the Act, in Form AOC-2, is not applicable.

Corporate Governance

The Company has complied with all the corporate governance requirements under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. A detailed report on the Corporate Governance for the financial year 2023-24 together with Certificate from Practising Company Secretary, confirming compliance with the conditions of Corporate Governance is given as Annexure 4 to this report.

Secretarial Standards

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

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as per Regulation 34 of SEBI (Listing Obligation

and Disclosure Requirements) Regulations, 2015 is annexed to this report.

Listing

Your Company''s equity shares were listed on BSE Limited (BSE), and Calcutta Stock Exchange (CSE) during the financial year ended on March 31, 2024.

Further, the Company''s equity share capital is now listed on National Stock Exchange of India Limited (NSE) since April 10, 2024. The Company believes that being listed on two of the most active trading terminals in India, the shareholders of Sinclairs will be benefitted with greater liquidity and lower costs.

The Annual listing fees for financial year 2024-25 have been paid to all the stock exchanges.

Annual Return

In accordance with provisions of Sections 92(3) and 134(3)(a) of the Companies Act, 2013, a copy of Annual Return is available on the Company''s website at: https://www.sinclairsindia.com/ investor-information.php#annual-return CEO and CFO certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 In accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder, your Company has adopted a "Policy on Prevention of Sexual Harassment at Workplaceâ to provide equal employment opportunity and is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment.

The Company has complied with the Information required under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further, the details of complaint(s) under the ''Policy on Prevention of Sexual Harassment of Women'' of the Company during the financial year 2023-24 have been provided in the Corporate Governance Report.

Material Changes and Commitments

There have been no material changes or commitments affecting the financial position of the Company since the close of the financial year, i.e., since March 31, 2024, and to the date of this report.

Acknowledgements

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

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

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

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;

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

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

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