CORPORATE INFORMATION

In pursuant to section 135 of the Companies Act, 2013 (“the Act”) and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (“the Rules”) framed thereunder (including any statutory modification(s), re-enactment thereof, for the time being in force), Circulars, FAQs and Guidelines framed thereunder on this behalf, “Corporate Social Responsibility (CSR)” is a company’s commitment to contribute and operate in an economically, socially and environmentally sustainable manner.

The Policy outlines the Company’s responsibility as a corporate citizen and lays down the guidelines and mechanism for undertaking activities for welfare and sustainable development of the community at large.

Your Company has always adhered to its “Corporate Social Responsibility” (CSR) as one of it’s commitments to the society. “Impacting the community by its actions to save mother nature, supporting social needs, promoting tourism & green living” are idiosyncratically the mantras of MAYFAIR Hotels & Resorts. Towards achieving this, the Company has been a pioneer in setting benchmark standards through its various CSR initiatives which promote its objectives to make the world greener and environmentally friendly. Since, last six years, your company recognized its responsibility to give back to the community and people. The needs of local community are addressed by your company through various welfare activities such as setting up old age homes, promoting healthcare facilities, developing rural infrastructure, planting trees, promoting hygiene and cleanliness etc. Your Company has adopted a CSR Policy indicating the broad philosophy and objectives, which is available on the website of your Company viz. www.mayfairhotels.com .

The core element of CSR is the continuing commitment by business to ethical principles, protection of human rights, care for the environment while improving the quality of life of all the stakeholders including the local community and society at large.

It is Company’s conscious strategy to design and implement Social Investments / CSR programs, by enriching value chains that encompass the disadvantaged sections of society, especially those residing in rural India, and to operate by upliftment of the local communities by providing livelihood and other means.

Among the activities covered under the Schedule VII of Companies Act 2013, which can be considered under the Company’s CSR policies, below is mentioned some of the broad outlines for choosing the Activities. the company is inclined towards Rural Development Projects as one major area for CSR programs. Efforts for improving the lives of rural population in terms of access to basic facilities like education, healthcare, sanitation, livelihoods, water availability, agricultural improvement etc. are some key focus areas.

a) The Company’s commitment to CSR projects will be by deploying resources into any of the activities broadly mentioned in Schedule-I to this policy.

b) Without prejudice to the scope of activities mentioned in Schedule-I, following activities may also be carried out by the Company, if it deems fit

- Curative health care, surgery, eye donation camps, skin donation camps, blood donation activities, therapy camps, dental camps, acupressure camps, cataract camps etc.

- To participate in building a healthy community through continuing initiatives in several areas of healthcare, with a focus on mother and child care and HIV/AIDS awareness.

- Literacy/ Awareness programmes and activities in various social and well-being areas.

- Furtherance and promotion of practice of alternative Indian traditional medical practice such as homeopathy, ayurvedic, siddha, naturopathy and yoga therapies, for the benefit of community at large.

- Disaster management activities and relief to victims of natural calamities.

- Activities relating to irrigation, wells, dams etc. for improving livelihood of farmers and agriculturists.

- Promotion of nationally recognized sports (not only training).

- Infrastructure activities, essentially for helping the poor and the needy.

C) Following activities will not be included in in list of CSR Activities unless specifically permitted by Regulatory Authority:

- Activities undertaken in pursuance of normal course of business of the Company.

- Any activity undertaken by the company outside India except for training of Indian sports personnel representing any State or Union territory at national level or India at International level

- Contribution of any amount directly or indirectly to any political party under section 182 of the Act

- Activities benefitting employees of the company as defined in section 2(k) of the Code on Wages, 2019

- Activities supported by the companies on sponsorship basis for deriving marketing benefits for its products or services

- Activities carried out for fulfilment of any other statutory obligations under any law in force in India

- Any other activity specifically restricted by relevant Regulatory / Government authorities from time to time.

(a) CSR Committee:

The Company has duly constituted a CSR Committee of the Board consisting of the following Members

a) Mrs. Pooja Ray, Managing Director

b) Mr. Sidhartha Pradhan, Independent Director

c) Mr. Mrutyunjay Mahapatra, Independent Director

d) CA Manoja Kumar Gouda, President & Whole-time Director.

(b) CSR Implementation:

The Company’s CSR projects and programmes will be undertaken by the Company by itself or through –

- A Company established under section 8 of Companies Act, 2013

- A Registered public trust registered under section 12A and 80 G of the Income Tax Act, 1961

- A Registered society registered under section 12A and 80 G of the Income Tax Act, 1961

- A Company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government

- Any entity established under an Act of Parliament or a State legislature

- A company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80G of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar activities

- Either singly or jointly through collaborative efforts of other MAYFAIR Group/ Associate Companies and CSR committees of such company shall report separately on such projects or programmes in accordance with the prescribed CSR Rules.

The company may engage international organizations for designing, monitoring and evaluation of the CSR projects or programmes as well as for capacity building of their own personnel for CSR.

If any donation/ contribution is to be given to any other entity as specified above for CSR activity, preference will be given to such entities having track record in undertaking similar programs or projects.

Further, in such case, the Company will take prior approval of the CSR Committee by specifying the project or programme to be undertaken through these entities, the modalities of utilization of funds on such projects or programs, the monitoring & reporting mechanism and such other information that the Committee may require.

As required by the Companies Act 2013 and applicable rules, any CSR project taken up through any entity and not directly shall only be through entities registered with Ministry of Corporate Affairs, Government of India for undertaking CSR activities, unless specifically exempted or otherwise.

(c) Annual Action Plan

The CSR Committee shall formulate and recommend to the Board, an annual action plan in pursuance of this policy, which shall include the following, namely

List of CSR Projects approved to be undertaken

- Manner of execution of such projects or programmes

- Modalities of utilisation of funds and implementation schedules

- Monitoring and reporting mechanism for the projects or programmes

- Details of need and impact assessment, if any, for the projects undertaken by the company

The Board can alter the annual action plan at any time during the financial year as per recommendation of the CSR committee, based on the reasonable justification to that effect.

(a) Release of funds for CSR Project / Programme

The amount sanctioned for a CSR project or programme shall be released in stages or installments as per progress, as may be determined by the CSR Committee. CSR Committee may design the procedure/ guidelines applicable from time to time and release of funds to any project in a year shall be as per the Annual Action Plan.

Every financial year, with the approval of Board of Directors, Company will make a budgetary allocation for CSR activities / projects for that financial year. The budgetary allocation will be based on the net profit of the company, which shall not be less than 2% of the average net profits of last three Financial Years before tax of the company (CSR Budget).

Any surplus arising out of the CSR Activities shall not form part of business profit and shall be ploughed back into the Project.

Surplus funds shall be utilized for the same project or shall be transferred to the Unspent CSR Account and spent in pursuance to CSR policy/ annual action plan or transfer to fund specified in Schedule VII within 6 months from end of FY.

Administrative expense shall not exceed 5% of the total CSR expenditure of the company for every financial year.

(b) Unspent CSR Amount

The Company Shall transfer the Unspent CSR Amount which does not relate to any ongoing project to a Fund notified under Schedule VII within 6 months from the end of Financial Year and also disclose the reasons for not fully utilizing the budget allocated for CSR activities planned each financial year and shall comply with the other provisions of Companies Act, 2013 as may be applicable with regards to the unspent amount of CSR budget.

Unspent CSR Amount relating to any ongoing project shall be transferred to a special account “Unspent CSR Account” opened with any Scheduled Bank within 30 days from end of Financial Year. Such amount shall be spent within three Financial Year from the date of such transfer. If not, the company shall transfer it within 30 days from date of completion of the Third FY to National Unspent CSR Fund’ /created by Central Government for activities specified in Schedule VII or any fund as specified in schedule VII of the Act.

d) Capital Assets

CSR Amount may be spent by the company for creation or acquisition of capital assets. The CSR asset to be held by a Section 8 Company, or Registered Public Trust, or registered society with charitable objects, having CSR registration number or beneficiaries of the said CSR project, in the form of self-help groups, collectives, entities or a public authority

(e) CSR Reporting

Boards Report of a company shall include an annual report on CSR in the prescribed format required by the Companies Act 2013 and applicable rules.

In case, if company is having the obligation of spending average CSR amount of Rs 10 Crores or more in the three immediately preceding financial years in pursuance of Section 135(5) of the Act, then Board shall be provided with impact assessment report done by an independent agency.

Impact assessment to be done in respect of CSR Projects having outlays of one crore rupees or more, and which have been completed not less than one year before undertaking the impact study

The impact assessment reports shall be placed before the Board and shall be annexed to the annual report on CSR.

Impact assessment expenditure for a financial year shall not exceed five percent of the total CSR expenditure for that financial year or fifty lakh rupees, whichever is less.

Website Disclosure

The Company shall disclose the information related to Composition of the CSR Committee, CSR policy and Projects approved by the Board on their website

The CSR Policy referred to above is to be read in conjunction with Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.

Any or all provisions of the CSR Policy would be subject to revision / amendment in accordance with the guidelines on the subject as may be issued from the Government from time to time or as decided by the Board of Directors of the Company.

The above Policy Guidelines are subject to review / revision at suitable intervals.

In the event of any conflict between the provisions of this policy and the applicable laws, the later shall prevail.

Schedule I to CSR Policy

Eradicating hunger, poverty and malnutrition, (promoting health care including preventive health care] and sanitation [including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation] and making available safe drinking water.

Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.

Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water [including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga].

Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional art and handicrafts;

Measures for the benefit of armed forces veterans, war widows and their dependents, [Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows]

Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports

Contributions to Public Funded Universities:

- Indian Institute of Technology (IITs);

- National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE);

- Department of Biotechnology (DBT);

- Department of Science and Technology (DST); Department of Pharmaceuticals;

- Ministry of Ayurveda,

- Yoga and Naturopathy,

- Unani, Siddha and Homoeopathy (AYUSH);

- Ministry of Electronics and Information Technology and other bodies, namely Defence Research and Development Organisation (DRDO);

- Indian Council of Agricultural Research (ICAR);

- Indian Council of Medical Research (ICMR)

- Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).

Rural development projects

Disaster management, including relief, rehabilitation and reconstruction activities.

Contribution to the prime minister's national relief fund [or Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund)] or any other fund set up by the central govt. for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women;

Slum area development, Slum area shall mean any area declared as such by the Central Government or any State Government or any other competent authority under any law for the time being in force

Contribution made to State Disaster Management Authority to combat COVID-19

Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State

Government or Public Sector Undertaking or any agency of the Central Government or State Government;

Any other activity which is relatable to and captures the essence of the subject enumerated in the Schedule VII of the Companies Act, 2013

Any other Activity which is specifically included / allowed under Schedule VII of the Companies Act, 2013 or any other applicable statutory provisions by way of amendment / statutory modification(s) / re-enactment from time to time.

This policy was amended and approved by the Board of Directors of the Company on November 13, 2021

In pursuance of the Company's policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP) and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 this policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management approved by the Board of Directors.

- To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

- To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies, in the hotel industry.

- To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management personnel.

- To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.

- To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

In the context of the aforesaid criteria the following policy has been formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors at its meeting held on 12th April, 2015.

This policy shall be effective from 1stApril, 2014.

The Nomination and Remuneration Committee has been re-constituted in the Board Meeting held on 27th March, 2021 and now the committee comprises of the following Directors:

Sl. No. Name Position
1. Ratan Lal Gaggar Chairman(Independent Director )
2. Sidhartha Pradhan Member (Independent Director)
2. Mrutyunjay Mahapatra Member (Independent Director)

The Board has the power to reconstitute the Committee consistent with the Company's policy and applicable statutory requirement.

Definitions

  • - Board means Board of Directors of the Company.
  • - Directors mean Directors of the Company.
  • - Committee means Nomination and Remuneration Committee of the Company as Constituted or reconstituted by the Board.
  • - Company means MAYFAIR Hotels and Resorts Limited.
  • - Independent Director means a director referred to in Section 149(6) of the Companies Act, 2013.
  • - Key Managerial Personnel (KMP) means
    • i) Executive Chairman and / or Managing Director;
    • ii) Whole-time Director;
    • iii) Chief Financial Officer;
    • iv) Company Secretary;
    • v) Such other officer as may be prescribed under the applicable statutory provisions / regulations
  • Senior Management
    means personnel of the company occupying the position of Vice President (VP) of the unit/division or Vice President including Vice President of any unit / division of the Company.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein, but defined In the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

Applicability

The Policy is applicable to

  • - Directors (Executive and Non-Executive)
  • - Key Managerial Personnel
  • - Senior Management Personnel

General

The Policy is applicable to

  • - Directors (Executive and Non-Executive)
  • - Key Managerial Personnel
  • - Senior Management Personnel
  • - This Policy is divided in three parts: Part - A covers the matters to be dealt with and recommended by the Committee to the Board. Part – B covers the appointment and nomination and
    • - This Policy is divided in three parts: Part - A covers the matters to be dealt with and recommended by the Committee to the Board. Part – B covers the appointment and nomination and Part - C covers remuneration and perquisites etc.
    • - The key features of this Company's policy shall be included in the Board's Report.

    PART-A

    MATTERS TO BE DEALT WITH PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE

    The Committee shall:

    • - Formulate the criteria for determining qualifications, positive attributes and independence of a director.
    • - Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.
    • - Recommend to the Board appointment and removal of Director. KMP and Senior Management Personnel.

    PART-B

    POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

    Appointment Criteria and qualifications:

    • 1- The Committee shall identity and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.
    • 2- A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification,expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
    • The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

    Term / Tenure

    1. Managing Director/Whole-time Director:

    - The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

    2. Independent Director-

    - An Independent Director shall hold office for a term up to one consecutive year on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

    No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of one year of ceasing to become an Independent Director. Provided that an Independent Director has not, during the said period of one year, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.


    Evaluation:

    The Board shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel annually


    Removal:

    Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Art, rules and regulations.


    Retirement:

    The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act. 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

    PART–C

    POLICY RESTING TO THE REMUNERATION FOR THE WHOLE TIME DIRECTOR AND SENIOR MANAGEMENT PERSONNEL

    General:

    • 1- The remuneration / compensation / commission etc. to the Whole-.time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.
    • 2- The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the rules made thereunder.
    • 3- Increments to tie existing remuneration I compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director, Increments will be effective from 1stOctober in respect of a Whole-time Director and 1st April-in respect of other employees of the Company.
    • 4- Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer. Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

    Remuneration to Whole-time /Executive / Managing Director, KMP Senior Management Personnel.

    • 1- Fixed
      pay The Whole-time Director /KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.
    • 2- Minimum Remuneration:
      If, in any financial year. the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions with Special Resolution.
    • 3- Provisions for excess remuneration:
      If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act. 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such suns to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

    Remuneration to Non- Executive/ Independent Director

    • 1- Remuneration / Commission
      The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made thereunder.
    • 2- Sitting Fees:
      The Non-Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.
    • 3- Commission
      Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013.
    • 4- Stock Options:
      An Independent Director shall not be entitled to any stock option of the Company.

    This policy was amended and approved by the Board of Directors of the Company on March 27, 2021

    Part - C covers remuneration and perquisites etc.
  • - The key features of this Company's policy shall be included in the Board's Report.

PART-A

MATTERS TO BE DEALT WITH PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE

The Committee shall:

  • - Formulate the criteria for determining qualifications, positive attributes and independence of a director.
  • - Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.
  • - Recommend to the Board appointment and removal of Director. KMP and Senior Management Personnel.

PART-B

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

Appointment Criteria and qualifications:

  • 1- The Committee shall identity and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.
  • 2- A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification,expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
  • The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Term / Tenure

1. Managing Director/Whole-time Director:

- The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director-

- An Independent Director shall hold office for a term up to one consecutive year on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of one year of ceasing to become an Independent Director. Provided that an Independent Director has not, during the said period of one year, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.


Evaluation:

The Board shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel annually


Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Art, rules and regulations.


Retirement:

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act. 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

PART–C

POLICY RESTING TO THE REMUNERATION FOR THE WHOLE TIME DIRECTOR AND SENIOR MANAGEMENT PERSONNEL

General:

  • 1- The remuneration / compensation / commission etc. to the Whole-.time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.
  • 2- The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the rules made thereunder.
  • 3- Increments to tie existing remuneration I compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director, Increments will be effective from 1stOctober in respect of a Whole-time Director and 1st April-in respect of other employees of the Company.
  • 4- Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer. Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

Remuneration to Whole-time /Executive / Managing Director, KMP Senior Management Personnel.

  • 1- Fixed
    pay The Whole-time Director /KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.
  • 2- Minimum Remuneration:
    If, in any financial year. the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions with Special Resolution.
  • 3- Provisions for excess remuneration:
    If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act. 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such suns to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non- Executive/ Independent Director

  • 1- Remuneration / Commission
    The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made thereunder.
  • 2- Sitting Fees:
    The Non-Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.
  • 3- Commission
    Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013.
  • 4- Stock Options:
    An Independent Director shall not be entitled to any stock option of the Company.

This policy was amended and approved by the Board of Directors of the Company on March 27, 2021

The Ministry of Corporate Affairs has notified Section 177 to come into effect from April 1, 2014 which requires every listed company and the companies belonging to the following class or classes shall establish a vigil mechanism for their directors and employees to report genuine concerns or grievances in such manner as may be prescribed:

  • the Companies which accept deposits from public.
  • the Companies which have borrowed money from banks and public financial institutions in excess of Rs 50 Crores.

The Company has adopted a Code of Conduct for Directors and Senior Management Personnel (“the Code”), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.

Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons, who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate cases.

2.1 In compliance of the above requirements, Mayfair Hotels and Resorts Ltd, (MHRL), being Company, with borrowings in excess of Rs 50 Crores has established a Vigil Mechanism and formulated a Policy in order to provide a framework to protect employees wishing to raise concern about serious irregularities within the company.

3.1 The Vigil (Whistle Blower) Mechanism aims to provide a channel for the Directors and employees to report to the concerned authorities genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy.
3.2 The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express their concerns without fear of punishment or unfair treatment.
3.3 The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in appropriate cases.
3.4 This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

4.1 “Protected Disclosure” means a written communication of a concern made in good faith, which discloses or demonstrates information that may evidence an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.
4.2 “Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
4.3 “Vigilance Officer/Vigilance Committee or Committee” is a person or Committee of persons, nominated/appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.
4.4 “Disciplinary Action” means any action that can be taken on completion of / during the investigation proceedings by the Competent Authority as he/she deems fit considering the gravity of the matter.
4.5 “Employees” mean the entire employee force who are working for Mayfair Hotels and Resorts Limited.
4.6 “Improper Activity” means unethical behavior, actual or suspected fraud, embezzlement etc., violation of the Company’s general guidelines on conduct, moral turpitude, unlawful conduct etc. by an employee of Mayfair Hotels and Resorts Limited.
4.7 “Investigators” means those persons authorized, appointed, consulted or approached by the Competent Authority in connection with conducting investigation into a protected disclosure.
4.8 “Subject” means a person against or in relation to whom a protected disclosure is made or evidence gathered during the course of an investigation.
4.9 “Whistle Blower” is a director or employee who makes a Protected Disclosure under this Policy and also referred in this policy as complainant.

5.1 Whistle Blower/Vigil Mechanism Policy shall be applicable for all employees and to all Directors of Mayfair Hotels and Resorts Limited.

5.2 The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers disclosure of any unethical and improper or malpractices and events which have taken place/ suspected to take place involving:

  • 1. Breach of the Company’s Code of Conduct
  • 2. Breach of Business Integrity and Ethics
  • 3. Breach of terms and conditions of employment and rules thereof
  • 4. Intentional Financial irregularities, including fraud, or suspected fraud
  • 5. Deliberate violation of laws/regulations
  • 6. Gross or Wilful Negligence causing substantial and specific danger to health, safety and environment
  • 7. Manipulation of company’s data/records
  • 8. Pilferation of confidential/propriety information
  • 9. Gross Wastage/misappropriation of Company funds/assets
  • 10. Any other Act may be considered as an offence by the Committee.
  • 11. Any act affecting the goodwill of the Company

6.1 Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act, 2013 as amended from time to time.

7.1 All Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting .
7.2 The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy” or sent through email with the subject “Protected disclosure under the Whistle Blower policy”.
7.3 If the complaint is not super scribed and closed as mentioned above, the protected disclosure will be dealt with as if it is a normal disclosure.
7.4 All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in appropriate cases.
7.5 The contact details of the Vigilance Officer are as under:-
Name and Address – Sri Prasant Das, Area Vice-President (Operations)
                     8B, Jaydev Vihar, Bhubaneswar -751013.
7.6 In order to protect the identity of the complainant, the Vigilance Officer will not issue any acknowledgement to the complainants and they are not advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance Officer.
7.7 Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer.
7.8 On receipt of the protected disclosure the Vigilance Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.

8.1 Investigation shall be launched if the Competent Authority is satisfied after
Preliminary review that:

  • a) The alleged act constitutes an improper or unethical activity or conduct; and
  • b) The allegation is supported by information and specific enough to be investigated or in cases where the allegation is not supported by specific information; it is felt that the concerned matter deserves investigation.

8.2 The decision taken by the Competent Authority to conduct an investigation is by itself not to be construed as an accusation (ilzam) and is to be treated as a neutral fact finding process.
8.3 The identity of the subject(s) and the Whistle Blower will be kept confidential.
8.4 Complainant(s) will normally be informed of the allegations at the commencement of a formal investigation and will be given opportunities for providing their inputs during the investigation.
8.5 Complainant(s) shall have a duty to co-operate with the Investigator(s) during investigation to the extent that such co-operation will not compromise self-incrimination protections available under the applicable laws.
8.6 Complainant(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, threatened or intimidated by the Complainant(s).
8.7 Unless there are compelling reasons not to do so, Complainant will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Complainant(s) shall be considered as maintainable unless there is good evidence in support of the allegation.
8.8 The investigation shall be completed normally within 60 days of the date of receipt of the protected disclosure or such extended period as the Competent Authority may permit for reasons to be recorded.
8.9 Complainant(s) have a right to be informed of the outcome of the investigation.
8.10 Investigators(s) are required to conduct a process towards fact finding and analysis. Investigator(s) shall derive their authority from Competent Authority when acting within the course and scope of their investigation. The Investigator(s) shall submit his/their report to the Competent Authority.
8.11 All Investigators shall perform their role in an independent and unbiased manner; Investigators have a duty of fairness, objectivity, thoroughness, ethical behaviours and observance of professional standards.Investigators will not tamper /destroy evidence.
8.12 All Investigators are authorized to take reasonable steps including reprimand against the Whistle blower in case of repeated frivolous complaints.

9.1 If an investigation leads to a conclusion that an improper or unethical act has been committed, the Chairman of the Audit Committee shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as it may deem fit.
9.2 Any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
9.3 A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.
9.4 A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

10.1 The complainant, Vigilance Officer, Members of Audit Committee, the Subject and everybody involved in the process shall, maintain confidentiality of all matters under this Policy, discuss only to the extent or with those persons as required under this policy for completing the process of investigations and keep the papers in safe custody.

11.1 No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. Adequate safeguards against victimisation of complainants shall be provided.
11.2 The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure.
11.3 The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law.
11.4 Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

12.1 While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
12.2 Protection under this Policy would not mean protection from disciplinary action arising out of false or baseless allegations made by a Whistle Blower knowing it to be false or baseless or with a mala fide intention.
12.3 Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be prosecuted.

13.1 The Whistle Blower shall have right to access to Chairman of the Audit Committee directly in appropriate cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.

14.1 Directors and Employees shall be informed of the Policy by publishing on the notice board and the website of the Company.

15.1 All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 5 (five) years or such other period as specified by any other law in force, whichever is more.

16.1 The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modifica16.1 The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Directors and employees unless the same is not communicated in the manner described as above.tion will be binding on the Directors and employees unless the same is not communicated in the manner described as above.

1. Mr. SidharthaPradhan (DIN: 06938830) has completed his Second tenure as an Independent Director with the Company on March 20, 2022. He was associated for more than 5 years with the Company. The Company convey its gratitude for the valuable contribution made by Mr. SidharthaPradhan, Independent Director of the Company during his period of association with the Company.

2. Mr. RatanlalGaggar (DIN: 00066068) has completed his tenure as an Independent Director with the Company on April 14, 2022. He was associated for 5 years with the Company. The Company convey its gratitude for the valuable contribution made by Mr. RatanlalGaggar, Independent Director of the Company during his period of association with the Company.

1

Mr. Mrutyunjay Mahapatra

Chairman (Independent Director)

2

Mr Ashok Kumar Bal

Member (Independent Director)

3

Mr. Arun Kumar Panda

Member (Independent Director)

4

Ms. Pooja Ray

Member (Managing Director)

5

CA Manoj Gouda

Member (Whole-time Director)

1

Mr. Arun Kumar Panda

Chairman(Independent Director)

2

Mr. Dilip Ray

Member(Non-executive Director & Chairman of the Company)

3

Mr. Mrutyunjay Mahapatra

Member(Independent Director)

4

Mr. Ashok Kumar Bal

Member(Independent Director)

1

Ms. Pooja Ray

Chairperson (Managing Director)

2

Mr Mrutyunjay Mahapatra

Member (Independent Director)

3

Mr Ashok Kumar Bal

Member (Independent Director)

4

CA Manoj Gouda

Member(Whole-time Director)

The Group has transferred its associate company- MAYFAIR Hotels & Resorts (Goa) Private Limited to MET Technologies Private Limited along with the hotel “MAYFAIR Hideaway Spa Resort” at Goa w.e.f 19th April, 2022.