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

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.

Directors’ Responsibility Statement

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, we hereby state and confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a fair view of the state of affairs of the Company and of the profit for the year ended 31st March, 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 “Investor Information” => “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.

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.

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

In accordance with Section 178 of the Act read with Regulation 19(4) of the SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015 the Company’s Nomination and Remuneration Committee has formulated a policy on Directors’ Appointment and Remuneration and Senior Management Appointment and Remuneration. The policies are obtained in Annexure I and II and forms part of this report, and has been uploaded on the investor information website www.sinclairsindia.com.

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

The operations of your company do not require energy consumption of any significant level. The company does not use any imported technology. Therefore, information regarding conservation of energy and technology absorption as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not annexed.

During the year, your Company earned Rs. 7,088,566 in foreign exchange (previous year Rs. 15,990,744). There was expenditure in foreign currency of Rs. 374,961 (previous year Rs. 666,279).

Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, the term of office of M/s S R Batliboi & Co, LLP, Chartered Accountants (Firm Registration No. 301003E/ E300005) as Statutory Auditors of the Company will conclude at the close of ensuing Annual General Meeting of the Company.

Subject to the approval of the members and based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No 101248W/ W-100022) as Statutory Auditors (in place of M/s S R Batliboi & Co, LLP, Chartered Accountants) the retiring auditor for a term of five years commencing from the conclusion of the 46th Annual General Meeting till the conclusion of the 51st Annual General Meeting. Approval of appointment of Statutory Auditors is being sought from the members at the ensuing AGM.

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013, Mr. Arup Kumar Roy, Practicing Company Secretary has been appointed as Secretarial Auditors. The report of the Secretarial Auditors for the year ended 31 st March, 2018 appears as Annexure III to this report.

Related Party Transactions

Related party transactions that were entered during the financial year were at an 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 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 Directors’ Report. There are no employees who are in receipt of remuneration in excess of the limit specified under Section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) 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