STERLING HOLIDAY RESORTS LIMITED U63040TN1989PLC NOTICE OF EXTRAORDINARY GENERAL MEETING

Transcription

1 STERLING HOLIDAY RESORTS LIMITED U63040TN1989PLC Registered Office: Purva Primus, 4th Floor, 236, Okihiyampettai, Old Mahabalipuram Road, Thoraipakkam, Chennai NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the members of Sterling Holiday Resorts Limited will be held on Thursday, the 15 th March at AM at the Registered Office, Purva Primus,No. 236, Okhiyampettai, Old Mahabalipuram road, Thoraipakkam, Chennai to transact the following business as a special business: SPECIAL BUSINESS: 1. Approval for re-classification of the authorised share capital of the Company. To consider and, if thought fit, to pass, with or without modification(s), if any, the following resolution as an Ordinary Resolution: RESOLVED THAT in accordance with the provisions of Sections 13, 61 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) or reenactment thereof for the time being in force) and the Articles of Association of the Company, consent of the members of the Company be and is hereby accorded for reclassification of the Authorised Share Capital of the Company from Rs.40,00,00,000 (Rupees Forty Crores only) comprising 4,00,00,000 (Four Crores) Equity Shares of Rs.10 (Rupees Ten) each to Rs.40,00,00,000 (Rupees Forty Crores only) comprising 3,90,00,000 (Three Crores and Ninety Lakhs) Equity Shares of Rs.10 (Rupees Ten) each and 10,00,000 (Ten Lakhs) Preference Shares of Rs.10/- (Rupees Ten) each and consequently the existing Clause V of the Memorandum of Association of the Company, relating to the Share Capital be and is hereby altered by deleting the same and substituting in its place and stead, the following new Clause V: V. The Authorised Share Capital of the Company is Rs.40,00,00,000 (Rupees Forty Crores only) comprising 3,90,00,000 (Three Crores and Ninety Lakhs) Equity Shares of Rs.10/- (Rupees Ten) each and 10,00,000 (Ten Lakhs) Preference Shares of Rs.10/- (Rupees Ten) each. The shares in the original or any increased capital may be divided into several classes, and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions. RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as the Board, which term shall include any Committee constituted by the Board for this purpose or any person(s) authorised by the Board to exercise the powers conferred on the Board by this Resolution), be and are hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, proper or desirable and to settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution. 1

2 2. Alteration of Article 8 of the Articles of Association To consider and, if thought fit, to pass, with or without modification(s), if any, the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 5, 14 and other applicable provisions, if any, of the Companies Act, 2013 read with the applicable Rules and Regulations made thereunder, the Articles of Association of the Company be altered by deleting the existing Article 8 and substitution of the following Articles 8. (a) and 8. (b) in its place Redeemable Shares. Convertible Shares. Preference Preference 8. (a) Subject to the provision of Section 55 of the Companies Act, 2013 (The Act), the Company shall have the power to issue Preference Shares which are or at the option of the Company are liable to be redeemed on or within the expiry of a period of twenty years from the date of their issue and the resolution authorising such issue shall prescribe the manner, terms and conditions of redemption. 8. (b) The company, subject to the provisions of The Act, shall have the power to issue Convertible Preference Shares or any similar kind of Preference Shares as may be permitted under The Act. RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as the Board, which term shall include any Committee constituted by the Board for this purpose or any person(s) authorised by the Board to exercise the powers conferred on the Board by this Resolution), be and are hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, proper or desirable and to settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution. 3. Issue of Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) - on Rights basis To consider and, if thought fit, to pass, with or without modification(s), if any, the following as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 55, 62 and other applicable provisions, if any, of the Companies Act, 2013 ( Act ) read with Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014 ( Rules ) framed thereunder, as amended from time to time and the Memorandum and Articles of Association of the Company and the rules, regulations/guidelines, if any, prescribed by any relevant authorities from time to time, to the extent applicable and subject to such other approvals, permissions and sanctions, as may be necessary and subject to such terms, conditions and modifications as may be considered necessary by the Board of Directors (hereinafter referred to as the Board which term shall be deemed to include any Committee thereof or any other person(s) for the time being exercising the powers conferred on the Board by this Resolution) or as may be prescribed or imposed while granting such approvals, permissions and sanctions which may 2

3 be agreed to by the Board, consent of the Company be and is hereby accorded to the Board to issue and allot upto 3,03,000 (Three lakhs three thousand only) Optionally Convertible Cumulative Redeemable Preference Shares ( OCCRPS ) of Rs. 10/- (Rupees Ten only) each, aggregating upto Rs.30,30,000/- (Rupees Thirty lakhs thirty thousand only), in one or more tranche(s), for cash at an issue price of Rs. 10/- per share, on a Rights Basis to such holders of equity shares of the Company in proportion, as nearly as circumstances admit, to the paid-up equity share capital on those shares and whose names shall appear on the Register of the Members as on a date as may be decided by the Board; RESOLVED FURTHER THAT each OCCRPS shall: (a) carry a preferential right vis-à-vis Equity Shares of the Company with respect to payment of dividend and repayment in case of a winding up or repayment of capital; (b) be non-participating in the surplus funds; (c) be non-participating in the surplus assets and profits, on winding up which may remain after the entire capital has been repaid; (d) be paid dividend on a cumulative 8.5% per annum or such other rate as may be approved by the Board; (e) at the option of the Company every 303 OCCRPS be converted at any time after 1 (One) year from the date of allotment of OCCRPS but not later than 7 (seven) years from the date of allotment into 10 equity shares of Rs 10 each (f) have voting rights only in respect of certain matters as per the provisions of Section 47(2) of the Act; and (g) be redeemed as per the Conversion Ratio if not redeemed earlier RESOLVED FURTHER THAT the Board of Directors or Committee thereof or Director/s or any other Person/s authorised by the Board, be and are hereby authorized to determine size of each tranche(s), rights entitlement ratio, timing of the offer, rate of dividend on OCCRPS and various other matters in respect thereof and to settle any question, doubt or difficulty which may arise in regard to the offers or allotment and to do all such acts, deeds, matters and things as may be considered necessary, expedient, usual or proper to give effect to this Resolution. 4. payment of Remuneration to Mr. Ramesh Ramanathan, Managing Director for the period from 1 st April, 2018 to 31 st March, 2019 To consider and if thought fit, to pass with or without modification, the following Resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and Schedule V of the Companies Act, 2013 ( the ACT ) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended and other applicable provisions, if any, (including any statutory modifications or re-enactment thereof, for the time being in force), the relevant provisions of the Articles of Association of the Company and all applicable guidelines issued by the Central Government from time to time and subject to such other approvals, as may be necessary, consent of the Members be and is hereby accorded for the payment of Remuneration to Mr. Ramesh Ramanathan, Managing Director for the period from 1 st April, 2018 to 31 st March, 2019 with further liberty to the Board of Directors of the Company (hereinafter referred to as the Board which term shall be deemed to include any Committee constituted / to be constituted by the Board) from time to time to alter the said terms and conditions of remuneration of Mr. Ramesh Ramanathan, Managing Director in the best interests of the Company and as may be permissible at law; 3

4 SALARY: A consolidated remuneration of INR 2,10,00,000/-- (INR Two Crores and Ten Lakhs only) per annum inclusive of basic pay, house rent allowance, special allowance, food & beverages and leave travel allowance & medical reimbursement.. PERFORMANCE PAY: As per Rules of the Company. PERQUISITES: In addition to the salary, the appointee shall also be entitled to the perquisites which would include two Cars with drivers, driver s salary, fuel and maintenance, contribution to provident fund, gratuity, contribution to superannuation fund as per Company policy, Earned Leave (EL) encashment as per Company policy, telephone facility for residence telephone, mobile and other communication facility, medical / premium for personal accident insurance policy of INR 40,00,000, club fee and credit card fees (on official expenses) on actuals. The value of the perquisites would be evaluated as per Income tax Rules, 1962, wherever applicable. Contribution to Provident Fund, Superannuation Fund, Annuity Fund and Gratuity would not be included in the computation of ceiling on remuneration to the extent these either singly or put together are not taxable under the Income-tax Act, Encashment of earned leave at the end of the tenure as per Rules of the Company shall not be included in the computation of ceiling on remuneration. Provision of car for use on Company s business and telephone at residence would not be considered as perquisites. Mr. Ramesh Ramanathan would be subject to all other service conditions as applicable to the Managing Director as per the Company Policy. Eligibility to participate for the allotment of options/shares under the Employees Stock Option Scheme and Employees Stock Purchase Scheme of the Holding Company. RESOLVED FURTHER THAT the Company shall continue to pay remuneration as mentioned in the resolution to Mr. Ramesh Ramanathan, as Managing Director of the Company by way of salary, perquisites and other allowance as aforesaid within the limits prescribed under schedule V to the Companies Act, 2013, as amended from time to time. RESOLVED FURTHER THAT where in any financial year during the currency of tenure of Mr. Ramesh Ramanathan, as Managing Director of the Company, when the Company has sufficient profits, the Company can pay remuneration as per the limits specified under section 198 of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force), to him by way of salary, special allowance, perquisites, commission and other allowance. RESOLVED FURTHER THAT the Remuneration of the Managing Director be revised subject to necessary approval wherever required for the remaining tenure based on the performance and based on the annual evaluation of the Managing Director as a member of the Board subject to the approval of the members by way of Special Resolution and subject to approval of the Central Government, if required. RESOLVED FURTHER THAT the Board of Directors of the Company, (herein referred to as he Board which term shall be deemed to include the Nomination and Remuneration Committee or any 4

5 committee thereof for the time being exercising the powers conferred on the Board by this Resolution) be and are hereby authorized for the purpose of giving effect to this Resolution to do all such acts, deeds, matters and things and to enter into an agreement with Mr. Ramesh Ramanathan as it may, in its absolute discretion, deem necessary, proper or desirable and to settle any questions, difficulties or doubts that may arise in this regard and further to execute all necessary documents, applications, returns and writings as any be necessary, proper, desirable and expedient. Place: Chennai By order of the Board For and on behalf of Sterling Holiday Resorts Limited M. Balasubramaniyan Date: 25 th January, 2018 Company Secretary ACS NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ABOVE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER. (PROXY FORM IS ANNEXED HEREWITH) 2. THE PROXY FORM DULY COMPLETED AND IN ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED, COMPLETED AND SIGNED AND MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LATER THAN 48 HOURS BEFORE THE TIME FIXED FOR THE COMMENCEMENT OF THE MEETING 3. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN AGGREGATE NOT MORE THAN TEN PERCENTAGE OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENTAGE OF THE TOTAL SHARE CAPITAL OF THE COMPANY HOLDING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER MEMBER. 4. Members can avail of the facility of nomination in respect of shares held by them in physical form. Members desiring to avail this facility may send their nomination in the prescribed Form SH-13 (Form attached) duly filled in to the Registered Office, Purva Primus,No. 236, Okhiyampettai, Old Mahabalipuram road, Thoraipakkam, Chennai Members who are desirous of seeking any further information or clarification, if any, are requested to write to the Company at least seven days in advance of the meeting so that the information can be made available at the meeting. 6. Corporate Members intending to send their authorised representatives to attend the meeting are requested to send a certified copy of the Board Resolution authorizing their representatives to attend and vote on their behalf at the Meeting, pursuant to provisions of Section 113 of the Act. 7. All documents referred to in the Notice and Explanatory Statement are open for inspection at the Registered Office of the Company on all working days during business hours up to the date of the Extraordinary General Meeting. 5

6 8. Members are requested to bring their Attendance Slip (annexed) along with their copy of the Annual Report to the Meeting. 9. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is annexed hereto. 10. The route map showing directions to reach the venue of the EGM is annexed EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (the Act ) Item No. 1 With a view to reduce power consumption cost, the Company has intended to make investment in a power generating company and avail concessional tariff available to the Company as a captive user under the Electricity Act, 2003 and the Rules made thereunder. The Board of Directors of the Company has proposed to raise resources by issue of OCCRPS as Rights Issue to the existing shareholders of the Company in order to meet the funds requirement for proposed investment in a wind power generating company. Currently, the Authorised Share Capital as per the Memorandum of Association ( MOA ) consists only of equity shares. Therefore in accordance with the requirements under the Companies Act, 2013 (The Act), it is proposed to re-classify the present Authorised Capital of the Company of Rs. 40 Crores of Equity Capital as Rs. 39 Crores of Equity Capital and Rs. 1 Crore of Preference Capital and accordingly clause V of Memorandum of Association be amended as detailed in item 1 of this Notice. The draft of the Memorandum of Association of the Company, after incorporating the proposed changes is available for inspection by the Members at the Registered Office of the Company during the business hours on any working day upto the date of the Meeting. The Board of Directors recommends the Ordinary Resolution as set out at Item No. 1 of the accompanying Notice for the approval by the Members of the Company. 6

7 None of the Directors of the Company or their relatives, Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financial or otherwise, in the proposed Ordinary Resolution at Item No. 1 of the accompanying Notice. Item No. 2 To enable the Company to issue Optionally Convertible Cumulative Redeemable Preference Shares, the Articles of Association of the Company should contain a specific Article to that effect. Accordingly, it is proposed to insert new clause 8. (b) in the Articles of Association of the Company, while in Article 8. (a) reference to the sections in the Companies Act 1956 are proposed to be replaced with the relevant sections in The Act. The approval of the shareholders by way of a Special Resolution is required under the provisions of the Companies Act, 2013 to make alterations in the Articles of Association as detailed in item no. 2 of this Notice. The draft of the Articles of Association of the Company, after incorporating the proposed changes is available for inspection by the Members at the Registered Office of the Company during the business hours on any working day upto the date of the Meeting. The Board of Directors recommends the Special Resolution as set out at Item No. 2 of the accompanying Notice for the approval by the Members of the Company. None of the Directors of the Company or their relatives, Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financial or otherwise, in the proposed Special Resolution at Item No. 2 of the accompanying Notice. Item No. 3 As stated in the explanatory statement relating to item 1 of the Notice, the Company proposes to raise resources required to make investment in equity capital of a power generating company, of an amount not exceeding Rs. 30,30,000 by issue of OCCRPS as Rights Issue to the existing shareholders of the Company. Section 55 of the Act read with Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014 ( Rules ), inter alia, requires the Company to obtain the prior approval of the Shareholders, by way of a Special Resolution for issuance of preference shares. Accordingly, the approval of the Members is being sought, by way of a Special Resolution, to offer and issue OCCRPS on Rights basis to the Equity Shareholders of the Company. A statement of disclosure as required under Rule 9(3) of the Rules, is as under: a. the size of the issue and number of preference shares to be issued and nominal value of each share Upto 3,03,000 (Three lakhs three thousands) Optionally Convertible Cumulative Redeemable Preference Shares ( OCCRPS ) of Rs.10/- (Rupees Ten only) each aggregating upto Rs. 30,30,000/- (Rupees Thirty lakhs thirty thousand- only), in one or more tranche(s) 7

8 b. the nature of such shares i.e. cumulative or non - cumulative, participating or non - participating, convertible or non convertible Non-participating Optionally Convertible Cumulative Redeemable Preference shares c. the objectives of the issue To raise resources for making investment in the equity capital of a wind power generating company. d. the manner of issue of shares Rights Basis e. the price at which such shares are proposed to Rs.10/- per share. be issued f. the basis on which the price has been arrived at The terms of conversion / redemption are based on the value of equity shares of the company determined under the pricing guidelines of FEMA Regulations. g. the terms of issue, including terms and rate of dividend on each share, etc. The OCCRPS shall carry a fixed Cumulative dividend at a rate of 8.5% payable from the date of allotment. h. the terms of redemption, including the tenure of redemption, redemption of shares at premium and if the preference shares are convertible, the terms of conversion Every 303 OCCRPS shall be converted at the option of the Company into 10 equity shares of Rs. 10 each. Such conversion shall be at the option of the Company at any time after 1 (One) year from the date of allotment of shares but not later than 7 (seven) years from the date of allotment. OCCRPS outstanding at the end of 7 years shall be converted into equity shares as per the Conversion Ratio if not redeemed earlier i. the manner and modes of redemption The redemption shall be made out of the profits of the Company or proceeds of fresh issue of shares made for the purpose of redemption Redemption shall be made through banking channel i.e cheque/ DD/ NEFT/ RTGS. j. the current shareholding pattern of the Company The entire paid up capital is held by the Holding Company and its 6 (six) nominees k. the expected dilution in equity share capital upon conversion of preference shares TERMS OF ISSUE 1 Minimum subscription Not applicable The conversion will result in allotment of 10,000 equity shares of Rs 10 each 2 Renunciation of Rights The rights entitlement of a shareholder can be renounced fully or partly by a shareholder in favour of any other person/s. Provided that any renunciation by a Resident Shareholder to a Non-Resident Shareholder shall be 8

9 subject to the prevailing FDI and/or FEMA regulations/guidelines and such other applicable laws. The onus of obtaining any such regulatory approvals wherever required shall be on such Non-Resident Shareholder. 3 Transferability of OCCRPS The OCCRPS shall be transferable, subject to provisions of Articles of Association and applicable regulations, including FDI and FEMA regulations / guidelines. 4 Payment Terms The entire issue price of Rs. 10/- per OCCRPS shall be payable upfront on application. 5 Variation in terms of the OCCRPS Any variation in the terms of the OCCRPS after allotment shall be made in accordance with applicable provisions of the Act and Rules framed thereunder. 6 Ranking of equity shares arising on conversion The Equity Shares to be allotted on conversion of the OCCRPS shall rank pari passu in all respects with the then existing Equity Shares of the Company, and shall be subject to the Memorandum and Articles of Association of the Company. However, the shares allotted upon conversion shall be eligible for pro-rata dividend in the year of allotment from the date of allotment. 7 Manner of issuance of OCCRPS and equity shares on conversion OCCRPS would be allotted in physical form and the Equity Shares arising on conversion shall also be issued in physical form. The issue of OCCRPS is in accordance with the provisions of the Articles of Association of the Company. The Company has not issued any Preference shares as of this date. The Board of Directors recommends the Special Resolution as set out at Item No. 3 of the accompanying Notice for approval of the Members of the Company. None of the Directors of the Company or their relatives, Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financial or otherwise, in the proposed Resolution in Item No. 3 of the accompanying Notice - except that Mr. Harsha Raghavan and Mr. Madhavan Menon Directors of the Company are also on the Board of the Holding Company to which company the rights offer will be made in terms of the resolution covered in item No. 3. Item No. 4 Revision in the Remuneration to Mr. Ramesh Ramanathan e Managing Director: As the shareholders are aware, the members at the Annual General Meeting on 31 st August, 2016 had approved the appointment of Mr. Ramesh Ramanathan as Managing Director & CEO of the Company for the period of 5 (Five) years with effect from 1 st September 2016 to 31 st August,

10 Subsequently, the members at the EGM held on 16 th November, 2016 had approved for the payment of Remuneration to Mr. Ramesh Ramanathan, Managing Director for the period of from 13 th September, 2016 to 31 st March, Further, the members at the AGM held on 24 th July, 2017 had approved for the payment of Remuneration to Mr. Ramesh Ramanathan, Managing Director for the period of from 1 st April, 2017 to 31 st March, 2018 The members may note that the Nomination and Remuneration Committee at their meeting held on 25th January, 2018 had recommended the payment of remuneration to Mr. Ramesh Ramanathan, Managing Director for the period from 1 st April, 2018 to 31 st March, The terms of remuneration and perquisites payable to Mr. Ramesh Ramanathan are set out under Item No.4 of the Notice. Pursuant to the provisions of Sections 196, 197, 203 and Schedule V of the Companies Act, 2013 ( the Act ) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, the Special Resolution mentioned under Item No.4 of the Notice of the Extraordinary General Meeting pertaining to the payment of remuneration to Mr. Ramesh Ramanathan as Managing Director & CEO of the Company, is placed before the members for their approval. The Board recommends this Special Resolution as set out in Item No.4 for approval of the Members. As per the MCA notification dated 12 th September, 2016, the following disclosures are being made herewith as prescribed in Schedule V to the Companies Act, I. GENERAL INFORMATION 1. Nature of Industry The Company is engaged in the main business of Hospitality, Vacation Ownership Sales and Resorts and Hotel Sales. 2. Date of expected date of commencement of commercial production The Company was incorporated on 26 th December, Sterling Holiday Resorts (India) Limited merged with our Company pursuant to the Composite Scheme of Arrangement and Amalgamation between Sterling Holiday Resorts (India) Limited and Thomas Cook Insurance Services (India) Limited and Thomas Cook (India) Limited and their respective shareholders and creditors, as approved by the Hon ble High Court of Madras and Bombay and subsequently, the name of the Company was changed to Sterling Holiday Resorts Limited. 3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus Not applicable. 10

11 4 Financial performance based on given indicators (INR in lakhs) Financials As at 31 st March, 2015 As at 31 st March, 2016 As at 31 st March, 2017 Total revenue Net Profit/(Loss) as per Statement of Profit and Loss ( ) ( ) Rate of Dividend Nil NIL NIL Note: The Financial information given above pertaining to the Company before merger of Sterling Holiday Resorts (India) Limited for the financial year ended 31 st March Foreign Investments or Collaborations, if any: The Company is a wholly owned subsidiary of Thomas Cook (India) Limited (TCIL), a listed Company whose shares are listed on BSE Limited and National Stock Exchange of India Limited. Fairbridge Capital (Mauritius) Limited, Mauritius (FCML) holds 67.61% of the equity shares of TCIL as on 31 st December, TCIL, the holding Company holds 100% of equity share capital of the Company. II. INFORMATION ABOUT THE APPOINTEE: 1. Background Details Mr. Ramesh Ramanathan, aged 63 years, an Economics Graduate from Madras Christian College and an MBA from IIM-Calcutta, its third batch in 1977, transitioned through several jobs but timeshare was his true calling. He has over 39 years of experience in a range of industries such as paint, consumer durable, hospitality, internet, tyres and organized retail. Mr. Ramesh Ramanathan served as the Founding Managing Director of Mahindra Holidays & Resorts India Ltd., a subsidiary of Mahindra & Mahindra Ltd., from June 9, 2004 to April 30, Mr. Ramesh Ramanathan, is part of the founding team of Sterling Resorts. He started the timeshare resorts business for Mahindra & Mahindra in the mid- 1990s. He serves as Chairman of All India Resort Developers Association (AIRDA). He served as Managing Director on the Board of Sterling Holiday Resorts (India) Limited (SHRIL) from July 2011 and continues to lead the Company as Managing Director after merger of SHRIL with Sterling Holiday Resorts Limited (SHRL) erstwhile Thomas Cook Insurance Services (India) Limited. Mr. Ramesh Ramanathan, a veteran of the time share sector, sees the hard toil of the past few years bear fruit. If anybody could have put Sterling Holiday Resorts (India) Limited [merged entity] back on the rails from where it was in, it was Mr. Ramesh Ramanathan. Under the leadership of Mr. Ramesh Ramanathan, Sterling Holiday Resorts (India) Limited [merged entity] had witnessed a multifold increase in turnover and business including opening of new resorts. 2. Past Remuneration Consolidated remuneration of INR 175 lakhs with perquisites for the period from 1 st April, 2017 to 31 st March, 2018 as approved by the shareholders at their Annual General Meeting held on 24 th July,

12 3. Recognition and Awards Given in the Background Details. 4. Job Profile and his suitability Mr. Ramesh Ramanathan, Managing Director, is responsible for the day-to-day management of the affairs of the Company subject to the superintendence, control and direction of the Board of Directors. His responsibilities include creating new resorts, increase inventories and to boost turnover and performance of the Company. 5. Remuneration proposed A consolidated remuneration of INR 2,10,00,000/-- (INR Two Crores and Ten Lakhs Only) per annum inclusive of basic pay, house rent allowance, special allowance, food & beverages and leave travel allowance as per the details provided below: PERFORMANCE PAY: As per Rules of the Company. Sl. No. Particulars Total Amount in Rupees (P.a.) 1. Basic Pay HRA Special Pay LTA Medical Re-imbursement (Maximum) Perquisite value of vehicle as per Income Tax Act Total In addition to the above, he is eligible for Performance Pay as per Rules of the Company and the Stock Options as recommended by the Nomination and Remuneration Committee and Board of the Holding Company. 6. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be w.r.t., the country of his origin) Taking into consideration the size of the Company, the responsibilities to be shouldered by him and the track record and profile of Mr. Ramesh Ramanathan, the proposed remuneration is well within the payment made by other peer companies which are engaged in similar business with the comparative Companies. 7. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any Mr. Ramesh Ramanathan, has no pecuniary relationship, directly or indirectly with the Company (except to the extent of the remuneration payable to him by the Company). 12

13 III. OTHER INFORMATION 1). Reasons for loss or inadequate profits, and 2) Steps taken or proposed to be taken for improvement The Sterling Holiday Resorts (India) Limited got merged with our Company w.e.f 1 st April 2014 (Appointed Date) and as such till the effective date of the Amalgamation there was no major business operations in the Company (Transferee Company). As such due to Increase in fixed overhead and external factors which affected the Tourism and Hotel Industry, Lower occupancy in the Resorts of the Company affected the overall profitability and it is purely due to the type of Industry in which the Company operates. The Company has already settled the loans and other liabilities. Also the Company has refurbished some of the resorts and developing the new resorts and completing the pending projects. The Company also increased the inventories and identified the new Rresorts. The Company has recruited a strong team of experts and professionals to lead the Company in the right direction. 3. Expected increase in productivity and profits in measurable terms Consequent upon the Merger, allout efforts taken by the Company to refurbish the resorts, to complete the pending projects and steps to stimulate and to increase the marketing and sales activities, it is expected that the performance of the Company will improve in the near future. Keeping in view of the nature of the industry and the experience of Mr. Ramesh Ramanathan, the Board of Directors of the Company is of the opinion that unless competitive remuneration is paid it is not possible to retain such experienced person in the Board and the Board of Directors and the Nomination and Remuneration Committee is of the opinion that the contribution of Mr. Ramesh Ramanathan to the Company shall yield good results by way of increase in business operations and profitability and hence recommends the resolution for the approval of the shareholders. Inspection of Documents: The following documents are kept open for inspection of the Shareholders at the Registered Office of the Company on any working day between a.m. to 1.00 p.m. up to the date of the ensuing Annual General Meeting: Memorandum of Association of the Company and Articles of Association of the Company Relevance of Resolution in any other Company: The above resolution does not affect any other Company. Interest of Director, Key Managerial Personnel and their relatives: Except Mr. Ramesh Ramanathan none of the other Directors / Key Managerial Personnel of the Company / their relatives are in anyway, concerned or interested, financially or otherwise, in the resolution set out in Item No.4 of the Notice. Place: Chennai By order of the Board For and on behalf of Sterling Holiday Resorts Limited M. Balasubramaniyan Date: 25 th January, 2018 Company Secretary ACS