Sinclairs Hotels Ltd

Dear Members,

Your 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:

Performance and state of Company's affairs

The Company achieved revenue of Rs 6512.59 lakh as compared to Rs 5733.09 lakh in the previous year. Earnings Before Interest, Depreciation, Tax and Amortization (EBIDTA) were Rs 3134.15 lakh as compared to Rs 2537.12 lakh last year. The Net Profit is Rs 2054.19 lakh as compared to Rs 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 bottom-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 50% (Rs 1 per equity share of Rs 2 each) on the expanded capital comprising of 5,12,60,000 equity shares of Rs 2 each for the year 2023-24.

The Dividend if approved by the shareholders will amount to Rs 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 Rs 2 each at a price of Rs 200/- per share. All the equity shares bought back were extinguished on October 25, 2023. The equity share capital post buyback stood reduced to Rs 512.60 Lakh comprising of 2,56,30,000 equity shares of Rs 2 each. On January 30, 2024, 2,56,30,000 fully paid-up Bonus Equity shares of Rs 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 Rs 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:

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^nd AGM 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

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 a separate meeting of Independent Directors on February 12, 2024, 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 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 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/VigilRsMechanism.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 self-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) 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 Rs 2.01 lakh in foreign exchange (previous year Rs 18.70 lakh). There was expenditure in foreign currency of Rs 7.19 lakh (previous year Rs 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, Rs 1,69,616/- being the unpaid and unclaimed dividend amount pertaining to the Interim Dividend for the financial year 2015-2016. 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/Policy-Party-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 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 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.