Directors’ Report Dear Shareholders, Your Directors are pleased to present their Twentieth Report together with the audited financial statements of your Company for the year ended March 31, 2016. 1. Operations and Financial Overview During 2015-16, your Company performed creditably in spite of a subdued consumer sentiment, especially towards high-value discretionary spend categories. It added around 16,200 new members to its vacation ownership business, taking the total membership to close to two lakh at the end of the year. The new member addition was higher as compared to the previous year, and reflects the successful execution of Company’s strategy to focus on high quality leads from pull-based channels such as referrals and digital. During the year, the Company added 87 new room units, taking the total inventory to 2,879 units as of March 31, 2016. The Company, during the month of September 2015, had increased its stake in Holiday Club Resorts Oy, Finland (HCR) from 23.3 per cent to 85.6 per cent resulting in HCR becoming a subsidiary company of the Company. Your Company’s total income (including other income) grew from Rs. 80,756 lakh in 2014-15 to Rs. 96,261 lakh in 2015-16. Profit after taxes (PAT) grew from Rs. 7,902 lakh in 2014-15 to Rs. 11,735 lakh in 2015-16. Diluted earnings per share (EPS) for 2015-16 stood at Rs. 13.29, up from Rs. 8.98 in the previous year. Your Company’s consolidated total income (including other income) during 2015-16 was Rs. 1,60,382 lakh. The consolidated PAT was Rs. 9,906 lakh and the diluted EPS was Rs. 11.22. The consolidated numbers include results of HCR subsequent to its becoming a subsidiary of your Company. There are no audit qualifications in the standalone or in the consolidated financial statements by the Statutory Auditors for the year under review. 3. Dividend Your Directors are pleased to recommend a dividend of Rs. 5/- per equity share of face value Rs. 10/- each for the financial year ended March 31, 2016. The dividend, if approved at the ensuing Annual General Meeting, will be paid to the shareholders whose names appear on the register of members of the Company as on the Book Closure Date. The equity dividend outgo for 2015-16, inclusive of tax on distributed profits would absorb a sum of Rs. 5,343 lakh (as compared to Rs. 4,274 lakh comprising the dividend of Rs. 4/- per equity share and tax on distributed profits paid for the previous financial year). 4. Transfer to Reserve The Board of Directors proposes to transfer Rs. 1,170 lakh to the General Reserve representing around 10 per cent of the profit for the year. The balance is proposed to be retained in the Profit & Loss Account. 5. Share Capital The paid up equity share capital as on March 31, 2016 was Rs. 8,878 lakh. During the year under review, your Company did not issue shares with differential voting rights / sweat equity except fresh grant issued under the Company’s Employee Stock Option Scheme 2014, discussed later in this report. Details of Directors’ shareholding as on March 31, 2016, are mentioned in the Corporate Governance Report, which forms a part of this Annual Report. 6. Scheme of Amalgamation and Arrangement pertaining to Competent Hotels Private Limited, Divine Heritage Hotels Private Limited and Holiday on Hills Resorts Private Limited, wholly owned subsidiary companies During the year under review, Competent Hotels Private Limited (CHPL), Divine Heritage Hotels Private Limited (DHHPL) and Holiday on Hills Resorts Private Limited (HHRPL), wholly owned subsidiary companies of the Company, were amalgamated with the Company with effect from March 31, 2016, being the date of filing the Order of Hon’ble High Court of Madras with the Registrar of Companies at Chennai. The Appointed Date fixed for the amalgamation was April 1, 2015 and the respective Schemes of the Amalgamation and Arrangement ("the Scheme") were approved by the Hon’ble High Courts of Chennai, Delhi, Jaipur and Himachal Pradesh on January 29, 2016, February 29, 2016, February 19, 2016 and February 25, 2016 respectively. Consequent to the above, CHPL, DHHPL and HHRPL ceased to be subsidiaries of the Company and the entire business, all the assets and liabilities, duties and obligations of CHPL, DHHPL and HHRPL have been transferred to and vested in the Company pursuant to the Scheme with effect from April 1, 2015 (“the Appointed Date”). There was no allotment of shares to the equity shareholders of CHPL, DHHPL and HHRPL since they were wholly owned subsidiaries of the Company. The amalgamation has been accounted under the ‘pooling of interest method’ referred in Accounting Standard 14 and the assets and liabilities transferred have been recorded at their book values as on the Appointed Date. Further, difference of Rs. 9,317 lakh between value of assets and liabilities acquired at their book value at the Appointed Date as reduced by carrying value of investment in the books of the Company was adjusted in the “Amalgamation and Reserve Account” and the same was transferred to “Securities Premium Account” on the Appointed Date as per the approved Scheme. 7. Related Party Transactions Your Company undertakes various transactions with related parties in the ordinary course of business. All transactions entered with related parties during the year under review are on arm’s length basis and in the ordinary course of business and that the provisions of the Section 188 of the Companies Act, 2013 (“the Act”) are not attracted. During the year under review, your Company has provided corporate guarantee on behalf of MHR Holdings (Mauritius) Limited (MHR Holdings), wholly owned subsidiary of the Company, in respect of funds raised by it in Mauritius in order to further invest in Holiday Club Resorts Oy, Finland (HCR). This investment in HCR by MHR Holdings were made through its wholly owned subsidiary Covington S.à.r.l, Luxembourg (Covington). Your Directors confirm that this transaction with MHR Holdings is in the ordinary course of business and at arm’s length as per the transfer pricing guidelines. Apart from the above transaction with MHR Holdings, your Company had not entered into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company i.e. Policy on Materiality of and Dealing with Related Party Transactions (RPT Policy). The details of the above material related party transactions with MHR Holdings at an aggregate level for the year ended March 31, 2016 is annexed to this report as Annexure 1. There were no materially significant related party transactions with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. The RPT Policy as approved by the Audit Committee and the Board is available on the website of the Company at the following link: http://www.clubmahindra.com/sites/default/ files/Policy_on_RPT.pdf. Your Directors draw attention of the members to Note No. 44 to the standalone financial statements which sets out related party disclosure. 8. Particulars of Loans and Advances, Guarantees or Investments As your Company is engaged in the business of providing infrastructural facilities, the provisions of Section 186 of the Act related to loans made, guarantees given or securities provided are not applicable to the Company. However, the details of such loans made, and guarantees given to / on behalf of subsidiary companies / JV company are provided in the standalone financial statement at Note No.44 to the standalone financial statements. These loans and guarantees for which loans are provided are proposed to be utilised by the respective recipients for their business purposes. The details of loans and advances which are required to be disclosed in the annual report of the Company pursuant to Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) are furnished separately as Annexure 2 to this report. Particulars of investments made by the Company are provided in the standalone financial statements at Note Nos. 13 and 16. 9. Significant and Material Orders passed by the Regulators or Courts There are no significant and material orders passed by the Regulators/Courts/Tribunal which would impact the going concern status of the Company and its operations in future. 10. Corporate Social Responsibility Corporate Social Responsibility (CSR) activities of the Company are guided by its CSR Policy, which is framed and approved by the Board. These are discussed in detail in the Management Discussion and Analysis Report, which forms a part of this Annual Report. The statutory disclosure with respect to CSR activities forms part of this report and is annexed herewith as Annexure 3. 11. Sustainability In line with the philosophy of the Mahindra Group, your Company is committed to following sustainable practices in its operations. The details of the initiatives taken by your Company in this regard are discussed in the section on Sustainability in the Management Discussion and Analysis Report, which forms a part of this Annual Report. 12. Corporate Governance Report A Report on Corporate Governance along with a certificate from the statutory auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations forms a part of this Annual Report. 13. Management Discussion and Analysis Report A detailed analysis of the Company’s operational and financial performance as well as the initiatives taken by the Company in key functional areas such as Resort Operations, Member Relations, Quality and Information Technology are separately discussed in the Management Discussion and Analysis Report, which forms a part of this Annual Report. 14. Whistle Blower Policy & Vigil Mechanism The details of the Whistle Blower Policy and Vigil Mechanism have been disclosed in the Corporate Governance Report, which forms a part of this Annual Report. 15. Employees’ Stock Option Employees Stock Options represent a reward system based on performance. It helps companies attract retain and motivate the best available talent. This also provides an opportunity to employees to participate in the growth of the Company, besides creating long term wealth in their hands. In line with this, the Company formulated the employees stock option scheme called Mahindra Holidays & Resorts India Limited Employees’ Stock Option Scheme 2006 (“MHRIL ESOS 2006”) and was approved by the shareholders at the Annual General Meeting of the Company held on May 17, 2006. Further, subsequent to the initial public offer, the MHRIL ESOS 2006 was ratified by the Shareholders by way of postal ballot on December 23, 2009. The MHRIL ESOS 2006 will remain in operation till the exercise of Options granted under this scheme. In addition to above and continue to reward the employees, the Board of Directors of your Company have introduced new employee stock option scheme namely “Mahindra Holidays & Resorts India Limited Employees’ Stock Option Scheme 2014” (“MHRIL ESOS 2014”) and approved by the shareholders by way of postal ballot on December 26, 2014, in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (‘SEBI ESOP Regulations’). Further, the balance shares available under MHRIL ESOS 2006 together with any other shares represented by Options that may lapse for any reason thereat, will also be available for issuing/granting Options to the Employees under MHRIL ESOS 2014. During the year under review, on the recommendation of the Nomination and Remuneration Committee, a total of 3,10,000 new options were granted (Grant II & III) under the MHRIL ESOS 2014. Details required to be provided under the under Regulation 14 of SEBI ESOP Regulations is available on the Company’s website http://www.clubmahindra.com/about-us/ investor-relations. A certificate from the Statutory Auditors of the Company confirming that the MHRIL ESOS 2006 and MHRIL ESOS 2014 have been implemented in accordance with the SEBI ESOP Regulations, and the resolution passed by the shareholders, will be placed at the ensuing Annual General Meeting for inspection by members. 16. Subsidiaries, Joint Venture and Associate Companies During the year under review and as reported earlier in this report, Competent Hotels Private Limited (CHPL), Divine Heritage Hotels Private Limited (DHHPL) and Holiday on Hills Resorts Private Limited (HHRPL), ceased to be subsidiaries of your Company consequent to amalgamation of CHPL, DHHPL and HHRPL with the Company with effect from March 31, 2016. Further, the Company has increased its equity investment in Gables Promoters Private Limited (GPPL), a wholly owned subsidiary, by conversion of the unsecured Inter Corporate Deposits amounting to Rs. 36,47,86,000/- given to GPPL into 3,64,78,600 Equity Shares of Rs. 10/- each at par. As reported earlier in this report, your Company through its subsidiary Covington S.à.r.l, Luxemburg (Covington), increased its equity stake from 23.3% to 85.6% in September, 2015, in Holiday Club Resorts Oy, Finland (HCR). Consequently, HCR became subsidiary company of Covington and in turn subsidiary company of the Company with effect from September 2, 2015. Also, your Company through its subsidiary Covington, increased its equity stake from 18.7% to 100% in HCR Management Oy Finland, (HCRM), with effect from September 2, 2015. Consequently, HCRM became wholly subsidiary company of Covington and in turn subsidiary company of the Company. Covington is the holding company for investments in HCR and HCRM. In addition to the above, Holiday Club Sweden Ab, Ownership Service Sweden AB, Holiday Club Canarias Investment S.L.U, Holiday Club Canarias Sales & Marketing S.L.U, Holiday Club Canarias Resort Management S.L.U, Holiday Club Rus Resorts LLC, Suomen Vapaa-aikakiinteistöt Oy, Kiinteistö Oy Himos Gardens, Kiinteistö Oy Himoksen Tähti 2 Oy, Kiinteistö Oy Tunturinrivi, Kiinteistö Oy Vanha Ykköstii, Kiinteistö Oy Katinnurkka, Kiinteistö Oy Tenetinlahti, Kiinteistö Oy Mällösniemi, Kiinteistö Oy Rauhan Ranta 1, Kiinteistö Oy Rauhan Ranta 2, Kiinteistö Oy Tiurunniemi, Saimaa Gardens Arena Oy (associate company till January 18, 2016), Kiinteistö Oy Rauhan Liikekiinteistöt 1, Supermarket Capri Oy, Kiinteistö Oy Kylpyläntorni 1, Kiinteistö Oy Spa Lofts 2, Kiinteistö Oy Spa Lofts 3, Kiinteistö Oy Kulennoinen, Kiinteistö Oy Kuusamon Pulkkajärvi 1, Caribia Service Oy, Holiday Club Sport and Spahotel AB, Are Semesterby A AB, Are Semesterby B AB, Are Semesterby C AB, Are Semesterby D AB, Are Villa 1 AB and Are Villa 2 AB became subsidiary companies of your Company during the year under review. Further, Kiinteistö Oy Jalomella, Kiinteistö Oy Outapalas, Kiinteistö Oy Ulkuvuoma, Kiinteistö Oy Lappeenrannan Saimaan Kreivi, Sallan Tunturipalvelut Oy, Kiinteistö Oy Katinkullan Villas Parkki, Holiday Club Golf Saimaa Oy, Saimaa Action Park Oy, Kiinteistö Oy Kulennoinen, Kongressi- ja Kylpylähotelli Caribia Oy, Saariselkä Resort Oy, Himos Hillside Golf Oy, Kiinteistö Oy Pisterinniementie 2, Holiday Club Katinkullan Villas Oy, Kiinteistö Oy Katinpalsta, Kiinteistö Oy Rauhan Ranta 6, Kiinteistö Oy Rauhan Parkki, Saimaan Palvelukiinteistöt Oy, Kiinteistö Oy Paviljongin Pysäköinti and Kiinteistö Oy Hakan Perusyhtiö 79, which became subsidiary companies of your Company during the year under review, subsequently ceased to be subsidiaries of your Company during the year under review. As of March 31, 2016, your Company has 41 subsidiaries (including 36 indirect subsidiaries), 1 JV company and 4 associate companies (including 3 indirect associates). 17. Performance of Subsidiaries Domestic Subsidiaries Gables Promoters Private Limited (GPPL), is the wholly owned subsidiary company of the Company. GPPL is currently developing a resort property of around 120 rooms at Naldhera, Shimla, Himachal Pradesh and the construction of the same is at an advanced stage. GPPL is yet to commence operation. Mahindra Hotels and Residences India Limited (MHARIL) is the wholly owned subsidiary company of the Company. MHARIL did not have any operation during the year under review. Foreign Subsidiaries Heritage Bird (M) Sdn. Bhd, Malaysia (Heritage Bird) is the wholly owned subsidiary company of the Company. Heritage Bird’s principal activities are holding of investment and leasing of properties. Heritage Bird has rooms/units in apartment properties in a well-known location at Kuala Lumpur, Malaysia. MH Boutique Hospitality Limited, Thailand (MH Boutique), in which your Company holds forty nine per cent of equity stake, is the subsidiary of the Company by virtue of control on the composition of the Board of MH Boutique and it mainly holds investments in Infinity Hospitality Group Company Limited, Thailand. Infinity Hospitality Group Company Limited, Thailand (Infinity) is the subsidiary company of MH Boutique and by virtue of the same is also subsidiary of the Company. Infinity own and operate a hotel/apartment property at Bangkok, Thailand. Your Company avails rooms in the hotel property of Infinity for usage of its guests and vacation ownership members. MHR Holdings (Mauritius) Limited, Mauritius (MHR Holdings), is a wholly owned subsidiary company of the Company. The principal activity of MHR Holdings is to hold investments. Currently, it hold investment in Covington S.à.r.l, Luxembourg. Covington S.à.r.l, Luxemburg (Covington) is a wholly owned subsidiary of MHR Holdings and in turn a subsidiary of your Company. Further, as reported earlier in this report, Covington, during the year under review, had increased its stake in Holiday Club Resorts Oy, Finland (HCR) and HCR Management Oy, Finland (HCRM) by acquiring shares from their respective shareholders. Consequent to these investments HCR and HCRM became subsidiaries of Covington and in turn of the Company with effect from September 2, 2015. Further, post increase in its stake, Covington had also made fresh investment in share capital of HCR during September 2015. HCR, subsidiary of Covington in turn of the Company, is a leading weekly timeshare company in Europe and a significant operator in the fields of holiday housing and tourism. As of March 31, 2016, HCR has 31 resorts of which 23 are located in Finland, 2 in Sweden and 6 in Spain. Further, out of these, 7 resorts in Finland and 1 resort in Sweden have a spa hotel attached. HCR operates 1,159 hotel rooms and 2,173 holiday homes (Time share units and villa units). HCRM, which became wholly owned subsidiary of Covington in turn of the Company during the year, is primarily engaged in the sale and trade of real estates, property management, investment activities and dealing in securities. HCRM hold investment in the share capital of HCR. Joint Venture Arabian Dreams Hotel Apartments LLC, Dubai (Arabian Dreams), a Joint Venture company of the Company operates 75 room hotel property in Dubai (UAE) taken on lease basis. Your Company avails rooms/apartments in the hotel property of Arabian Dreams for usage of its guests and vacation ownership members. Associate Companies Guestline Hospitality Management & Development Services Limited (Guestline) is an associate company of your Company pursuant to the provisions of the Act, as the Company is holding more than 20 per cent of total share capital which includes preference share capital. Guestline did not have any operations during the year under review. During the year under review, Kiinteistö Oy Seniori-Saimaa, Saimaa Adventures Oy and Kiinteistö Oy Sallan Kylpylä, associate companies of HCR became associate companies of your Company. A report on the performance and financial position of each of the subsidiaries, associates and joint venture company as per the Act is provided as Annexure to the consolidated financial statements and hence not repeated here for the sake of brevity. The policy for determining material subsidiaries as approved by the Board may be accessed on the Company’s website at the link: http://www.clubmahindra.com/sites/default/files/Policy_For_Determining_Material_Subsidiaries.pdf. In accordance with the third proviso to Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements are available on Company’s website www.clubmahindra.com. Further, as per fourth proviso to the said Section, the audited annual accounts of each of the said subsidiary companies of the Company are also available in the Company’s website www.clubmahindra.com. Any shareholder who may be interested in obtaining a copy of the aforesaid documents may write to the Company Secretary at the Company’s Registered Office. Further, the said documents will be available for examination by the shareholders of the Company at its Registered Office during all working days except Saturday, Sunday, Public Holidays and National Holidays, between 11.00 AM to 1.00 PM. 18. Directors As on March 31, 2016, your Company had 10 Directors, which include 5 Independent Directors (IDs), 3 Non-Executive Directors (NEDs) and 2 Executive Directors (EDs). 19. Retirement by Rotation In terms of the Articles of Associations of the Company and as per Section 152(6) of the Act, Mr. Arun Kumar Nanda, being longest in the office, shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. 20. Declaration by Independent Directors The Company has received necessary declaration from each Independent Director under Section 149(7) of the Act that he / she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 16 of SEBI Listing Regulations. 21. Key Managerial Personnel (KMPs) Mr. Kavinder Singh, Managing Director & Chief Executive Officer, Mr. S Krishnan, Chief Financial Officer & Executive Director and Mr. Dinesh Shetty, General Counsel & Company Secretary, are the KMPs as per the provisions of the Act. None of the KMPs resigned during the year. 22. Board Evaluation The Board has conducted annual evaluation of the performance of all it's Directors, Committees of the Board and that of it's Non-Executive Chairman, in terms of the relevent provisions of the Act, Rules made thereunder and SEBI Listing Regulations. The manner in which the evaluation was conducted by the Company has been explained in the Corporate Governance Report, which forms a part of this Annual Report. The Policy on appointment of Directors and Senior Management, Policy on Remuneration of Directors and Policy on Remuneration of Key Managerial Personnel and Employees are attached herewith and marked as Annexure 4, Annexure 5A and Annexure 5B respectively. The Managing Director & CEO and Chief Financial Officer & Executive Director do not receive remuneration or commission from any of its subsidiaries and draw remuneration only from the Company. 23. Number of Board Meetings During the year under review, the Board of Directors met Six times. The details of Board Meetings and attendance of Directors are provided in the Report on Corporate Governance, which forms a part of this Annual Report. 24. Composition of Audit Committee The Board has constituted the Audit Committee with Mr. Sridar Iyengar as its Chairman and Mr. Cyrus Guzder, Mr. Rohit Khattar, Mr. Sanjeev Aga and Mr. V S Parthasarathy as its other members. Further details are provided in the Report on Corporate Governance, which forms a part of this Annual Report. 25. Directors’ Responsibility Statement Pursuant to Section 134(3)(c) of the Act, your Directors state that: a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable Accounting Standards had been followed and there is no material departure; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual accounts have been prepared on a going concern basis; e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 26. Internal Financial Controls and Their Adequacy Your Company has an adequate internal control system, commensurate with the size and nature of its business. The system is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency. Further details are provided in the Management Discussion and Analysis Report, which forms a part of this Annual Report. 27. Consolidated Financial Statements The Consolidated Financial Statements of the Company and it's subsidiaries prepared in accordance with the Act and applicable Accounting Standards forms part of this Annual Report. The Consolidated Financial Statements presented by the Company includes the financial results of it's subsidiary companies, associates and joint venture company. 28. Risk Management Your Company has a well-defined risk management framework to identify and evaluate elements of business risk. These are discussed in detail in the Management Discussion and Analysis Report forming part of this Annual Report. 29. Auditors A) Statutory Auditors Messrs Deloitte Haskins & Sells, Chartered Accountants, Chennai, statutory auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. As required under the provisions of section 139(1) of the Companies Act, 2013, the Company has received a written consent from Messrs Deloitte Haskins & Sells, Chartered Accountants, Chennai to their re-appointment and a Certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in section 141 of the Act. B) Secretarial Auditors Pursuant to the provisions of Section 204 of the Act and Rules thereunder, the Company has appointed Mr. Mukesh Siroya, Practicing Company Secretary to undertake the secretarial audit of the Company. The Report of the secretarial auditors is annexed herewith as Annexure 6. There are no qualifications, reservations or adverse remarks made by Mr. Mukesh Siroya, Practising Company Secretaries, secretarial auditors of the Company in their secretarial audit report. 30. Deposits Your Company has not accepted any deposits from public or its employees and, as such no amount on account of principal or interest on deposit were outstanding as of the Balance Sheet date. 31. Material Changes and Commitment Affecting Financial Position of the Company There are no material changes and commitments, affecting financial position of the Company which have occurred between the end of the financial year of the Company i.e. March 31, 2016, and the date of the Directors’ Report. 32. Extract of Annual Return An extract of the Annual Return as of March 31, 2016 pursuant to the sub section (3) of Section 92 of the Act, in form MGT 9 is annexed herewith as Annexure 7. 33. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations. Some of these initiatives are discussed in the section on Sustainability in the Management Discussion and Analysis Report, which forms a part of this Annual Report. The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act and Rule 8(3)of the Companies (Accounts) Rules, 2014 are given in the Annexure 8 to this report. 34. Human Resources Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. It considers people as its biggest assets. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership. Your Company has a structured induction process at all its locations and management development programs to upgrade skills of managers. These are discussed in detail in the Management Discussion and Analysis Report forming part of this Annual Report. The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013. There was no complaint pending at the beginning of the year. During the year under review, the Company received two complaints under the Policy, while one complaint was disposed off during the year and other one was disposed off in the month of April 2016. Further, there were no complaints pending for more than 90 days during the year. 35. Particulars of Employees The ratio of the remuneration of each director to the median employees’ remuneration and other details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“the Rules”), forms a part of this report as Annexure 9. The Company had 8 (Eight) employees who were employed throughout the year and were in receipt of remuneration more than Rs. 60 lakh per annum and 3 (Three) employees were employed for part of the year and were in receipt of remuneration of more than Rs. 5 lakh per month. In terms of Section 136 of the Act, the copy of the financial statements of the Company, including the consolidated financial statements, the auditor’s report and relevant annexures to the said financial statements and reports are being sent to the Members and other persons entitled thereto, excluding the information in respect of the said employees containing the particulars as specified in Rule 5(2) of the said Rules, which is available for inspection by the Members at the Company’s Registered Office during all working days except on Saturday, Sunday, Public Holidays and National Holidays, between 11.00 AM to 1.00 PM. up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, he may write to the Company Secretary of the Company at its Registered Office. The financial statements, reports etc. of the Company are available on the website of the Company www.clubmahindra.com. 36. Acknowledgement and Appreciation Your Directors take this opportunity to thank the Company’s customers, shareholders, suppliers, bankers, financial institutions and the Central and State Governments for their unstinted support. The Directors would also like to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. For and on behalf of the Board ARUN KUMAR NANDA Chairman DIN: 00010029 Place: Mumbai Date: May 17, 2016 |