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Asian Hotels (North) Ltd.

BSE: 500023 Sector: Services
NSE: ASIANHOTNR ISIN Code: INE363A01022
BSE LIVE 14:59 | 08 Dec 105.00 -7.45
(-6.63%)
OPEN

105.00

HIGH

105.00

LOW

103.00

NSE LIVE 15:29 | 08 Dec 104.00 3.20
(3.17%)
OPEN

100.90

HIGH

104.45

LOW

100.80

OPEN 105.00
PREVIOUS CLOSE 112.45
VOLUME 443
52-Week high 141.90
52-Week low 96.00
P/E
Mkt Cap.(Rs cr) 204.23
Buy Price 103.35
Buy Qty 1.00
Sell Price 105.00
Sell Qty 96.00
OPEN 105.00
CLOSE 112.45
VOLUME 443
52-Week high 141.90
52-Week low 96.00
P/E
Mkt Cap.(Rs cr) 204.23
Buy Price 103.35
Buy Qty 1.00
Sell Price 105.00
Sell Qty 96.00

Asian Hotels (North) Ltd. (ASIANHOTNR) - Chairman Speech

Company chairman speech

1. a) To consider and if thought fit to pass with or without modification(s) thefollowing resolution as an Ordinary Resolution:

RESOLVED THAT the audited Stand-alone Financial Statements of the Companyfor the financial year ended 31st March 2015 including the audited BalanceSheet as at 31st March 2015; the Statement of Profit & Loss Cash FlowStatement and the Statement of Changes in Equity for the year ended as on that date; andthe accompanying Notes thereto along with the Auditors’ Report and Directors’Report thereon be and are hereby received approved and adopted.”

b) To consider and if thought fit to pass with or without modification(s) thefollowing resolution as an Ordinary Resolution:

“RESOLVED THAT the audited Consolidated Financial Statements of the Companyfor the financial year ended 31st March 2015 including the auditedConsolidated Balance Sheet as at 31st March 2015; the Consolidated Statementof Profit & Loss Cash Flow Statement and the Statement of Changes in Equity for theyear ended as on that date; and the accompanying Notes thereto along with theAuditors’ Report thereon be and are hereby received approved and adopted.”

2. To consider and if thought fit to pass with or without modification(s) thefollowing resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. Dipendra Bharat Goenka (DIN: 01969285) who retires byrotation and being eligible offers himself for reappointment be and is herebyre-appointed as a director of the Company liable to retire by rotation in terms ofSection 152(6) of the Companies Act 2013.”

3. M/s. Mohinder Puri & Company Chartered Accountants (Firm Registration No.:000204N) who hold office up to the date of this Annual General Meeting have expressedtheir unwillingness to be re-appointed as Statutory Auditors and in view thereof toconsider and if thought fit to pass with or without modification(s) the followingresolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 139 and other applicable provisions ifany of the Companies Act 2013 (the Act) and rules made there-under as amended orre-stated from time to time M/s. Dhirubhai Shah & Doshi Chartered AccountantsAhmedabad (Firm Registration No.: 102511W) be and are hereby appointed as Auditors of theCompany in lieu of M/s. Mohinder Puri & Company Chartered Accountants (FirmRegistration No.: 000204N) who have expressed their un-willingness to be re-appointed tohold office from the conclusion of this Annual General Meeting till the conclusion of the39th Annual General Meeting of the Company at such remuneration as may be fixedby the Board of Directors of the Company.”

SPECIAL BUSINESS

4. To consider and if thought fit to pass with or without modification(s) thefollowing resolution as a Special Resolution:

“RESOLVED THAT consequent upon implementation of the Companies Act 2013 inplace of the Companies Act 1956 the consent of the shareholders be and is herebyaccorded pursuant to the provisions of the Companies Act 2013 and Rules framedthere-under to adopt a new set of Articles of Association in place of the existingArticles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorized to do all such acts deeds and things as may be required considered necessaryor incidental thereto and to settle any question(s) difficulty(s) or matter(s) that mayarise in interpretation implementation or execution of the intent of the aforesaidresolution as the Board of Directors may deem fit and appropriate to give effect to theabove.”

5. To consider and if thought fit to pass with or without modification(s) thefollowing resolution as an Ordinary Resolution:

“RESOLVED THAT Ms. Anita Thapar (DIN: 02171074) who was appointed as anadditional director of the Company and whose term expires under Section 161(1) of theCompanies Act 2013 (the Act) at the ensuing Annual General Meeting and in respect ofwhom the Company has received a notice in writing along with the requisite deposit underSection 160 of the Act from a member proposing her candidature for the office of directorbe and is hereby appointed as a director of the Company liable to retire byrotation.”

6. To consider and if thought fit to pass with or without modification(s) thefollowing resolution as a Special Resolution:

“RESOLVED THAT in pursuance of the provisions of Sections 196 197 198 andother applicable provisions if any of the Companies Act 2013 (the Act) and the relevantprovisions of Section II of Part II of Schedule V thereto read with the Articles ofAssociation of the Company as amended Ms. Anita Thapar (DIN: 02171074) be and is herebyappointed as a whole-time director of the Company for a period of three years effective 28thMay 2015 responsible for the administration and corporate co-ordination functions and

designated as Executive Director - Administration & Corporate Co-ordination liableto retire by rotation on the terms and conditions and remuneration as are set out below:

Particulars Monthly Remuneration Annualised Remuneration
Salary [Scale 75000-7500-90000] 75000 900000
Perquisites
House Rent Allowance @ 40% of Salary 30000 360000
Special Allowance 33800 405600
Leave Travel Assistance - once a year equivalent to one month’s salary 75000
Ex-gratia equivalent to 20% of Salary 180000

Other Benefits in accordance with the Company Policy:

• Premium towards Group Medical & Hospitalization Insurance

• Company maintained Car for business purposes only

• Employer’s Contribution to Provident Fund @ 12% of Salary

• Gratuity

RESOLVED FURTHER THAT based on the evaluation done by the Committee comprisingexclusively of the independent directors and recommendations of the Nomination andRemuneration Committee the salary of Ms. Anita Thapar may be revised every yeareffective 1st June 2016 at the discretion of the Board within the scalementioned above.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorized to do all such acts deeds and things as may be required considered necessaryor incidental thereto and to settle any question(s) difficulty(s) or matter(s) that mayarise in interpretation implementation or execution of the intent of the aforesaidresolution and to seek and obtain requisite consents and/or approvals including approvalof the Central Government as the Board of Directors may deem fit and appropriate to giveeffect to the above.”

7. To consider and if thought fit to pass with or without modification(s) thefollowing resolution as a Special Resolution:

“RESOLVED THAT subject to requisite approvals of the Central Government underthe applicable statute the Company do approve waiving off recovery of a sum of Rs.6172454/- (Rupees Sixty one lac seventy two thousand four hundred and fifty four only)out of the total remuneration of Rs. 14978277/- (Rupees One crore forty nine lacseventy eight thousand two hundred and seventy seven only) paid to Mr. Shiv Kumar JatiaManaging Director as minimum remuneration for the Financial Year 2013-14 in terms of theresolution passed by the shareholders in its meeting held on 28th September2010 such sum being in excess of 5% of the net profit of the Company for that yearcomputed in the manner laid down in Section 198 read with Sections 349 and 350 of theCompanies Act 1956.

RESOLVED FURTHER THAT the Company do hereby accord its approval to make arepresentation and/or application to the Central Government for waiver of recovery of suchsum being in excess of 5% of the net profit of the Company for that year as aforesaid.

RESOLVED FURTHER THAT the Company do hereby approve and ratify the actions taken bythe Company and its officials in this regard.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorized to do all such acts deeds and things as may be required considered necessaryor incidental thereto and to settle any question(s) difficulty(s) or matter(s) that mayarise in interpretation implementation or execution of the intent of the aforesaidresolution and to seek and obtain requisite consents and/or approvals including approvalof the Central Government as the Board of Directors may deem fit and appropriate to giveeffect to the above.”

8. To consider and if thought fit to pass with or without modification(s) thefollowing resolution as a Special Resolution:

“RESOLVED THAT subject to requisite approvals of the Central Government underthe applicable statute the Company do approve the payment of remuneration of Rs.15155026/- (Rupees One crore fifty one lac fifty five thousand and twenty six only)made to Mr. Shiv Kumar Jatia Managing Director as minimum remuneration for the FinancialYear 2014-15 in terms of the limits specified under Para A of Section II of Part II ofSchedule V to the Companies Act 2013 (the Act).

RESOLVED FURTHER THAT subject to requisite approvals of the Central Governmentunder the applicable statute(s) the Company do approve waiving off recovery of a sum ofRs. 2063622/- (Rupees Twenty lac sixty three thousand six hundred and twenty two only)out of the total remuneration of Rs. 15155026/- (Rupees One crore fifty one lac fiftyfive thousand and twenty six only) paid to Mr. Shiv Kumar Jatia Managing Director asminimum remuneration for the Financial Year 2014-15 such sum being in excess of thelimits specified under Para A of Section II of Part II of Schedule V to the Act.

RESOLVED FURTHER THAT the Company do hereby approve and ratify the actions taken bythe Company and its officials in this regard.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorized to do all such acts deeds and things as may be required considered necessaryor incidental thereto and to settle any question(s) difficulty(s) or matter(s) that mayarise in interpretation implementation or execution of the intent of the aforesaidresolution and to seek and obtain requisite consents and/or approvals including approvalof the Central Government as the Board of Directors may deem fit and appropriate to giveeffect to the above.”

9. To consider and if thought fit to pass with or without modification(s) thefollowing resolution as a Special Resolution:

“RESOLVED THAT subject to the requisite approvals of the Central Governmentthe Company do hereby approve the payment of remuneration aggregating to Rs. 17191482/-(Rupees One crore seventy one lac ninety one thousand four hundred and eighty two only) toMr. Shiv Kumar Jatia Managing Director for the financial year 2015-16 as detailed belownotwithstanding the fact that such remuneration exceeds the limits specified under Para Aof Section II of Part II of Schedule V to the Companies Act 2013 (the Act):

(Amount in Rupees)
Particulars Monthly Remuneration Annualised Remuneration
Salary 840000 10080000
Perquisites
Housing: Company’s expenditure on providing accommodation (furnished or otherwise) shall not exceed 60% of Salary. Alternately house rent allowance equivalent to 60% of the salary shall be paid 504000 6048000
Leave Travel Assistance: First class airfare for self and family once a year to any destination amount not exceeding one month’s basic salary 840000
Club Fees: Fees excluding life membership fees and expenses at clubs subject to a maximum of two clubs 100000
Premium towards Group Medical/Accident Insurance Policy. 83882
Other Benefits
Employer’s Contribution to Provident Fund @ 12% of the Salary in accordance with the Company’s policy. Does not form part of the managerial remuneration under Section IV of Part II of Schedule V to the Act
Gratuity: Gratuity shall be payable at the rate of 15 days’ salary for each completed year of service in accordance with the Company’s policy. Does not form part of the managerial remuneration under Section IV of Part II of Schedule V to the Act
Car / Telephone: Car with driver for use on Company’s business and telephone / telefax facility at residence shall be provided for business purposes only- Perquisite value 39600
Total Remuneration 17191482

Explanation: Family is defined as spouse and two dependent children.

RESOLVED FURTHER THAT the Company do hereby approve and ratify the actions taken bythe Company and its officials in this regard.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorized to do all such acts deeds and things as may be required considered necessaryor incidental thereto and to settle any question(s) difficulty(s) or matter(s) that mayarise in interpretation implementation or execution of the intent of the aforesaidresolution and to seek and obtain requisite consents and/or approvals including approvalof the Central Government as the Board of Directors may deem fit and appropriate to giveeffect to the above.”

10. To consider and if thought fit to pass with or without modification(s) thefollowing resolution as a Special Resolution:

“RESOLVED THAT subject to the requisite approvals of the Central Government inpursuance of Sections 196 197 198 and other applicable provisions including Para A ofSection II of Part II of Schedule V to the Companies Act 2013 (the Act) read with theArticles of Association of the Company as amended the Company do hereby approve there-appointment of Mr. Shiv Kumar Jatia (DIN: 00006187) as Managing Director of the Companyfor a further term beginning 10th April 2016 to 31st March 2019not liable to retire by rotation on such remuneration and other terms and conditions asare detailed below:

Particulars

Annualised Remuneration

(Amount in Rupees)

FY 2016-17 FY 2017-18 FY 2018-19
Salary 10800000 11520000 12240000
Perquisites
Housing: Company’s expenditure on providing accommodation (furnished or otherwise) shall not exceed 60% of Salary. Alternately house rent allowance equivalent to 60% of the salary shall be paid 6480000 6912000 7344000
Leave Travel Assistance: First class airfare for self and family once a year to any destination amount not exceeding one month’s basic salary 900000 960000 1020000
Club Fees: Fees excluding life membership fees and expenses at clubs subject to a maximum of two clubs 100000 100000 100000
Premium towards Group Medical / Personal Accident Insurance Policy 100000 100000 100000
Other Benefits
Employer’s Contribution to Provident Fund @12% of the Salary in accordance with the Company’s policy. Does not form part of the managerial remuneration under Section IV of Part II of Schedule V to the Act Does not form part of the managerial remuneration under Section IV of Part II of Schedule V to the Act Does not form part of the managerial remuneration under Section IV of Part II of Schedule V to the Act
Gratuity: Gratuity shall be payable at the rate of 15 days’ salary for each completed year of service in accordance with the Company’s policy. Does not form part of the managerial remuneration under Section IV of Part II of Schedule V to the Act Does not form part of the managerial remuneration under Section IV of Part II of Schedule V to the Act Does not form part of the managerial remuneration under Section IV of Part II of Schedule V to the Act
Car / Telephone: Car with driver for use on Company’s business and telephone / telefax facility at residence shall be provided for business purposes only - Perquisite value 39600 39600 39600
Total Remuneration 18419600 19631600 20843600

Explanation: Family is defined as spouse and two dependent children.

RESOLVED FURTHER THAT in case the Company has adequate profit for any financialyear during the tenure of his office the Company in addition to the aforesaid salary andperquisites may also pay commission on profit at a rate not exceeding 3% (three percent)of the net profit of the Company as may be decided by the Board of Directors based uponthe recommendations of the Nomination and Remuneration Committee for each such financialyear provided that the aggregate remuneration inclusive of Commission for any financialyear shall not exceed 5% of the net profits of the Company computed in the manner asdescribed under Section 198 read with Section 197 Schedule V and other applicableprovisions of the Act.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorized to do all such acts deeds and things as may be required considered necessaryor incidental thereto and to settle any question(s) difficulty(s) or matter(s) that mayarise in interpretation implementation or execution of the intent of the aforesaidresolution and to seek and obtain requisite consents and/or approvals including approvalof the Central Government as the Board of Directors may deem fit and appropriate to giveeffect to the above.”

11. To consider and if thought fit to pass with or without modification(s) thefollowing resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 181 of the Companies Act 2013 the Boardof Directors of the Company be and is hereby authorized to contribute towards bona-fideand charitable funds/causes any amount the aggregate of which in any financial yeardoes not exceed a sum of Rs. 2500000/- (Rupees twenty five lac only) or five percent ofits average net profit for the three immediately preceding financial years which-ever ishigher.

RESOLVED FURTHER THAT the Company do hereby approve and ratify the actions taken bythe Company and its officials in this regard.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorized to do all such acts deeds and things as may be required considered necessaryor incidental thereto and to settle any question(s) difficulty(s) or matter(s) that mayarise in interpretation implementation or execution of the intent of the aforesaidresolution as the Board of Directors may deem fit and appropriate to give effect to theabove.”

By order of the Board
for ASIAN HOTELS (NORTH) LIMITED
Dinesh Kumar Jain
Vice-President (Corporate) &
Place: New Delhi Company Secretary
Date: 12th August 2015 Membership No.: FCS 6224

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