BOARDS REPORT

TO THE MEMBERS

OF LEMON TREE HOTELS LIMITED

Your Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company together with audited statements of account for the financial year ended 31st March, 2016.

FINANCIAL RESULTS AND OPERATIONS

           (Amount in Rupees)

PERFORMANCE REVIEW AND STATE OF COMPANY AFFAIRS

The revenue from the operations of the Company during the current year was                                      Rs. 1,932,831,744/- increased from Rs. 1,880,345,056/- in the previous year.

The long term outlook for the Indian hospitality business continues to be positive, both for the business and leisure segments with the potential for economic growth, increase in disposable incomes and the burgeoning middle class. Also, the Indian government, in order to strengthen the tourism and hospitality  sector, has taken various initiatives like E-visa for 150 countries,           M-visa and has also initiated Project Mausam' under which it has proposed to establish cross cultural linkages and to revive historic maritime cultural and economic ties with other Indian Ocean countries.

Thus the revenue growth of Indian hotel industry, mainly driven by the incremental rooms and food and beverages income, is expected to strengthen to 9-10 per cent in financial year 2016-17. With this positive outlook, the Company is focused to improve and streamline its core business and look for higher market share in the hotel business segment in which it operates.

CAPITAL

During the year under review, the Authorised Share Capital of the Company remained at                          Rs. 10,000,000,000/- (Rupees One Thousand Crores only), divided into 998,550,000 (Ninety Nine Crores Eighty Five Lacs Fifty Thousand) equity shares of Face value of Rs. 10/- (Rupees Ten only) each and 145,000 (One Lac Forty Five Thousand), 5% Cumulative Redeemable Preference Share of Rs. 100/- (Rupees One Hundred only) per share.

During the year under review, the Issued and Paid up Share Capital of the Company was increased to Rs. 7,781,021,630/- (Rupees Seven Hundred and Seventy Eight Crore Ten Lacs Twenty One Thousand Six Hundred and Thirty only) divided into 778,102,163 (Seventy Seven Crore Eighty One Lacs Two Thousand One Hundred and Sixty Three) equity shares of Face value of Rs. 10/- (Rupees Ten only) per share by issuing further 1,615,391 equity shares, out of which 1,195,852 equity shares were issued on preferential basis and 419,539 equity shares have been issued on exercise of employee stock options.

BORROWINGS FROM BANKS/ FINANCIAL INSTITUTIONS

 The Companys total long term borrowings from banks/ financial institutions increased from Rs. 2,870,048,587/- in the previous year to Rs. 3,006,865,296/- in the current year.

OPERATIONAL HOTELS AND UPCOMING PROJECTS

Lemon Tree Hotels Limited is a Company engaged in hotel business and there has been no change in the nature of its business during the year under review.

During the year under review, Lemon Tree Group had twenty nine (29) hotels operating in 15 cities under its various brands i.e. Lemon Tree Premier, Lemon Tree Hotels and Red Fox Hotels in the Company and its subsidiaries including the managed hotel properties.

Out of the total, six (6) hotel properties continued to operate under the new upper upscale Lemon Tree Premier brand at Bengaluru, Gurgaon including Lemon Tree Premier, HITEC City-Hyderabad and Lemon Tree Premier, Delhi Aerocity operating in the subsidiary companies and two managed properties i.e. Lemon Tree Premier-Jaipur and Lemon Tree Premier-Ahmedabad and one (1) Hotel property i.e. LTH-City Centre Gurgaon which has been re-constructed become operational during the year under review and has been upgraded and named as Lemon Tree Premier, City Centre-Gurgaon.

Lemon Tree Group had Eleven (11) hotels operating under the brand Lemon Tree Hotel at Ahmedabad, Aurangabad, Chennai, Chandigarh, Gurgaon, Indore, Pune including the four  hotel properties i.e. Lemon Tree Hotel, East Delhi Mall-Kaushambi, Lemon Tree Hotel, Electronics City-Bengaluru, Lemon Tree Hotel, Whitefield-Bengaluru, Lemon Tree Hotel, Gachi Bowli-Hyderabad in the subsidiary companies.

Two resorts i.e. Lemon Tree Vembanad Lake Resort at Allepey, Kerala and Lemon Tree Amarante Beach Resort, Goa, are also operating in the subsidiary companies.

Further, there are five (5) hotel properties which are managed and operated under Lemon Tree Hotel Brand by the management arm of the Lemon Tree Group i.e. Lemon Tree Hotel, Shimona-Chennai, Lemon Tree Hotel-Dehradun including new additions Lemon Tree Hotel-Vadodra, Lemon Tree Hotel-Dahej and Lemon Tree Hotel-Tarudhan which have commenced their operations during the period under review.

Further, four (4) hotel properties were operating under Red Fox Hotel brand at Hyderabad and Delhi Aerocity including Red Fox Hotel, East Delhi and Red Fox Hotel, Jaipur operating in subsidiary companies.

Further, several new hotel projects have been taken up by the Group at Kolkatta, Mumbai, Udaipur, Pune, Shimla and Gurgaon, which are at various stages of development. 

AWARDS AND RECOGNITION

During the year under review, the Company has received various awards and recognition as detailed herein below:

 BW Hotelier Editors Choice Award 2016 for being an equal opportunity employer

         TripAdvisor Hall of Fame: Republic of Noodles| Lemon Tree Amarante Beach Resort, Goa

         Lemon Tree Smiles adjudged the Best Loyalty Program at the 9th Loyalty Awards Summit by AIMIA

         HICAP 2015 Sustainable Hotel Awards 2015 in the Sustainable Communities category for our commitment to practicing and expanding sustainable development as a standard practice in all our hotels.

         Asian Human Capital Award, 2015 for innovative and Impactful people practices by Ministry of Manpower, Singapore and Human Capital Leadership Institute

         Ranked #30 in the Top 50  Great Places to Work For 2011

         Ranked #2 Best Company in India with Unique Initiative/ Programme 2011

         18 hotels out of 26 hotels awarded TripAdvisors Certificate of Excellence 2015:

  Lemon Tree Premier Ahmedabad | Gurgaon | Hyderabad | New Delhi

Lemon Tree Hotel Aurangabad | Bangalore Electronics City and Whitefield | Chandigarh | Chennai | East Delhi | Gurgaon-Udyog Vihar | Indore | Muhamma (Kerala) | Pune

  Red Fox Hotel East Delhi | Hyderabad | Jaipur | New Delhi.

  Republic of Noodles Bangalore Ulsoor Lake & Electronic City | Goa | Hyderabad- Hitech City

         CNBC AWAAZ Travel Awards 2015 (in association with Chattisgarh Tourism) Best Budget Hotel awarded to Lemon Tree Vembanad Lake Resort, Muhamma, Kerala

         Zomato Users Choice Award 2015: Slounge, Lemon Tree Premier, Jaipur

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPS)

During the year under review, as on 31st March, 2016, there were nine (9) Directors on the Board of the Company. The list of the Directors & KMPs as on 31st March, 2016 is annexed as Annexure-1 to the Boards report.

Appointments

During the year, the Board of Directors had appointed Mr. Aditya Madhav Keswani and                Mrs. Ila Dubey as Additional Directors of the Company w.e.f 17th June, 2015. Thereafter, at the Annual General Meeting (AGM) of the Company held on 30th July, 2015, the members of the Company have regularized their appointment as Directors under the Companies Act, 2013.

During the year, Mr. Patanjali G. Keswani was re-appointed as Chairman & Managing Director for tenure from 1st January, 2016 to 31st March, 2018 on revised remuneration, which was approved by the members in their Extra-Ordinary General Meeting held on 31st March, 2016.

In accordance with the Companies Act, 2013 and the Articles of Association of the Company, two (2) of your Directors, viz. Mr. Sachin Doshi & Mr. Ravi Kant Jaipuria retires by rotation, and being eligible, offers their candidature for re-appointment. Your approval for their re-appointment as Director is being sought in the Notice convening the Annual General meeting of the Company.

Resignations/Retirement/Cessation

During the financial year under review, Mr. Rahul Pandit resigned as President & Executive Director of the Company with effect from 8th May, 2015 to pursue his professional interests elsewhere. He has been associated with the Company since beginning and held many responsible positions in the Company.

Mr. Nakul Arun Jagjivan also resigned from the Board with effect from 18th May, 2015 due to his pre-occupation. Mr. Ravi Dubey passed away untimely on 11th May, 2015.

The Board wishes to place on record its sincere appreciation for the contributions made by the outgoing directors during their tenure on the Board.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Gopal Sitaram Jiwarajka and Mr. Sanjeev Kaul Duggal, Independent Directors have given necessary declarations in terms of Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

COMMITTEES OF THE BOARD

The Composition of the Board Committees as on 31st March, 2016 is as under:

Apart from the above-mentioned committees, there are six more committees of the Board i.e. Share Transfer Committee, Share Allotment Committee, Finance Committee, including the new committees constituted during the year under review viz. Stakeholders Relationship Committee, IPO Committee and General Management Committee.

BOARD AND COMMITTEE MEETINGS HELD DURING THE YEAR

The details of the Board and Committee meetings held during the year under review indicating number of meetings attended by each Director/Member is annexed as Annexure-2 to the Boards report.

ANNUAL BOARD EVALUATION 

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors has carried out an annual evaluation of its own performance including its committees. The performance of the Board was evaluated by the Board after seeking inputs from the Directors on the basis of the criteria such as strategy, performance management, risk management, core governance & compliance, organization health and talent management.

The performance of the committees was evaluated by the Board after seeking inputs on the basis of the criteria such as the composition of committees, proper delegation of responsibilities, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (NRC) also reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was also evaluated in a separate meeting of Independent Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. The Board has expressed their satisfaction with the evaluation process. 

POLICIES UNDER COMPANIES ACT, 2013

CODE OF CONDUCT AND VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a mechanism for employees for reporting genuine concerns from reprisal and victimization. The Company has a Code of Conduct and Vigil Mechanism/Whistle Blower Policy which has been disseminated to all the Directors, Officers, Employees and Associates and they are free to report undesirable practices, events, violations/suspected violations of the LTH Code in terms of the policy.  The policy is also available in the Corporate Governance section on the Companys website www.lemontreehotels.com.

During the year under review, Mr. Rajesh Kumar, VP-Human Resources has been appointed as new Vigilance officer in place of Mr. Rahul Pandit, who had resigned from the Company. No concerns have been received by the Company from any of the Directors, Officers, Employees and Associates.

RISK MANAGEMENT POLICY

The Company has in place Risk Management Policy formulated in accordance with the provisions of Section 134(3)(n) of the Companies Act, 2013, which is also available on the Companys website in the Corporate Governance section. There has been no change in the policy during the financial year under review.

The Company has a system in place for identification of elements of risk which are associated with the accomplishment of objectives, operations, development, revenue and regulations and appropriate measures are taken, wherever required, to mitigate such risks beforehand.

The statutory auditors and the internal auditors report to the Audit Committee during their audit and highlight risk(s), if any, associated with organization and also suggest the appropriate measures, in consultation with the management and the Audit Committee, which can be taken by the company in this regard. The statutory auditors also report to the Committee of any instance of non-adherence to the procedures and manual which may increase the risk of frauds in the organisation.

NOMINATION AND REMUNERATION POLICY

The Company has in place the Nomination & Remuneration Policy which lays down the criteria for appointment, evaluation of performance of Directors and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees and there has been no change in the policy since the last financial year. The policy is available on our website and is annexed as Annexure 3 to the Boards Report.

During the year under review, the Company has taken necessary approval/recommendation, wherever required, from Nomination and Remuneration Committee in terms of the policy.  

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, CSR policy was formulated in terms of provision of section 135(4) of the Companies Act, 2013 read with Rule 6 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, which has also been approved by the Board in its meeting held on 17th June, 2015. The policy is available in the Corporate Governance section on the Companys website.

In terms of the CSR policy, the Company plans to undertake any CSR activities/projects/programs in the areas as specified in Schedule VII of the Act as amended from time to time.  However, due to un-availability of average net profit calculated in terms of Section 198 of the Act, the Company has not spend any amount on the CSR activities mentioned in the Schedule VII to the Act during the financial year under review.

SUBSIDIARY COMPANIES

During the year under review, your Company continues to remain the direct holding company of Begonia Hotels Pvt. Ltd., Canary Hotels Pvt. Ltd., Dandelion Hotels Pvt. Ltd., Lemon Tree Hotel Company Pvt. Ltd., Oriole Dr. Fresh Hotels Pvt. Ltd., Pelican Facilities Management Pvt. Ltd., PSK Resorts & Hotels Pvt. Ltd., Red Fox Hotel Company Pvt. Ltd., Sukhsagar Complexes Pvt. Ltd, Fleur Hotels Pvt. Ltd., Carnation Hotels Pvt. Ltd., Grey Fox Project Management Company Pvt. Ltd., Nightingale Hotels Pvt. Ltd. and  indirect holding company of Celsia Hotels Pvt. Ltd., Inovoa Hotels and Resorts  Ltd., Iora Hotels Pvt. Ltd., Ophrys Hotels Pvt. Ltd., Hyacinth Hotels Pvt. Ltd., Manakin Resorts Pvt. Ltd., Meringue Hotels Pvt. Ltd. and Valerian Management Services Pvt. Ltd

In accordance with Section 129(3) of the Companies Act, 2013 Rule 8(1) of Companies (Accounts) Rules, 2014, the consolidated financial statements of the Company and all its subsidiaries, associates and joint ventures have been prepared by the Company and a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is annexed as Annexure-4 to this Report.

EMPLOYEE STOCK OPTION SCHEMES

The Company, during the year under review, has granted options to the employees of the Company and its subsidiaries in accordance with its Employee Stock Option (ESOP) scheme with the approval of members of the Company. The details for options granted etc. are annexed as Annexure-5 to this report.

PARTICULARS OF EMPLOYEES

The names and the particulars of employees required to be furnished in accordance with the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial personnel), Rules, 2014 are set out in Annexure-6 to this report.

DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, to the best of its knowledge and ability, hereby confirm that:

(i)                  in the preparation of the annual accounts, the applicable accounting standards had been followed with proper explanation relating to material departures;

(ii)                they have, selected such accounting policies in consultation with Statutory Auditors 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 at the end of the financial year 31st March, 2016 and of the profit and loss of the company for the financial year;

(iii)               they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv)              the annual accounts of the Company have been prepared on a going concern basis. 

(v)                they had advised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS REPORT:

Statutory Auditors

M/s S.R. Batliboi & Co. LLP(LLP No. AAB-4294), Chartered Accountants, have been appointed as the statutory auditors of the Company in the Annual General meeting of the Company, held on 24.07.2014, in accordance with the provision of Section 139 of the Companies Act, 2013 to hold office till the conclusion of the fourth Annual General Meeting of the Company thereafter, subject to their ratification in every Annual General Meeting. However, M/s S.R.Batliboi & Co. LLP has furnished a certificate to the effect that the proposed ratification, if made, would be in conformity with the Companies Act, 2013. Your directors recommend the ratification of appointment of M/s S.R.Batliboi & Co. LLP, Chartered Accountants, as Auditors of the Company for the year 2016

The Statutory Auditors Report to the accounts has been duly examined, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to Accounts section of the Annual Report. Except as stated above, all other observations of the auditors and notes on accounts are self explanatory and therefore, do not require any further clarification/explanation.

Secretarial Auditor

The Board of Directors of the Company has appointed M/s Sanjay Grover & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year under review in accordance with Section 204 of the Companies Act, 2013. The Secretarial Auditors have submitted their report, which is appended as Annexure-7 to this Boards Report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by the regulators, courts or tribunals having an impact on the future operations of the Company or its going concern status.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company, being engaged in the hotel business, is classified as providing infrastructure facilities in terms of the Schedule VI to the Act and is exempted from the compliance for loans made, guarantees given and security provided in terms of Section 186 (11) of the Act, however, the details of Loans, guarantees and investments made by the Company form part of the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure-8 to this Board Report.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management And Administration) Rules, 2014, the details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure-9 to this Board Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

PARTICULARS REGARDING CONSERVATION OF ENERGY ETC. UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 AND RULES MADE THEREIN

As per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2013, the measures taken during the year under review for conservation of energy and technology absorption by the Company in operation of its hotels are as follows:

A. Conservation of Energy:

The rising energy cost has laid great emphasis on conservation of energy. The Company has taken various measures, including regular monitoring of consumption, reduction of losses and improved maintenance to increase the efficiency and reduce the power cost:

(a)    Solar water heating systems are installed for generation of hot water in the hotel kitchens and guest rooms.

(b)   Extensive use of CFL Lights in the hotels to minimize electricity consumption.

(c)    Key Tag Energy Saver Systems are installed in all guest rooms to conserve energy in the un-occupied rooms.

(d)   All guest room windows are glazed with heat reflective films on the panes, which reduces the load on the air conditioning system, as heat transfer from outside is minimized.

(e)   Timers/sensors are provided in the lighting systems (corridors, garden, building illumination etc.) for saving energy. Ventilation fans are also put on timers to avoid wasteful running.

(f)     The water supply system in use is a state of the art Hydra-Pneumatic system, which not only gives constant pressure but also reduces the load on the pump automatically in case of low demand. This is achieved by using Pressure Transducers and Variable Frequency Drives for pumps.

As alternate source of energy, the Company has been using wind power energy in few of its hotels and it is also in talks for installation of rooftop solar power plants in some of its hotels. Other than the capital investment required for the above measures, the Company has not made any capital investments.

B. Technology Absorption, Research & Development (R&D):

Technology absorption:

The Company is in the service industry and operates and manages its hotels across India. However, no knowhow and technology has been imported during the year. However, efforts have been made to imbibe various new technologies like Green Building, rain water harvesting, use of plumbing faucets, sewage treatment plants.

Research & Development:

The Company during the year 2015-16 has not carried out any activity which can be construed as Research & Development and as of now there is no specific plan for engaging into such activities. As such, there is nothing to report under this section.

C. Foreign exchange earnings and outgo:

The information regarding Foreign Exchange earnings and outgo is mentioned hereunder:

(Amount in Rupees)

DIVIDEND ON EQUITY SHARES

Your Directors do not propose any dividend on the shares of the Company for the financial year ended on 31st March, 2016.

TRANSFER TO RESERVES

No transfers to reserves were made, as no appropriations were required to be made during the year.

ADEQUACY OF INTERNAL CONTROLS

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The statutory and the internal auditors routinely conduct system checks and give their report after evaluation of the efficacy and adequacy of internal control systems including controls with respect to the financial statements, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of Internal Audit, the departments undertake corrective action in their respective areas and thereby strengthen the controls. The significant audit observations and follow up actions thereon are reported to the Audit Committee as well and further corrective action taken as per the inputs received from the committee members and the auditors.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no compliant was received by the Corporate Ethics Committee (CEC) formed in this regard.

APPRECIATION

Your Directors place on record their appreciation for the valuable support and cooperation of the Companys Bankers, Government Agencies, Customers, Suppliers, Shareholders, Employees and other statutory authorities, who have reposed their continued trust and confidence in the Company.       

  For & On behalf of the Board of Directors of  Lemon Tree Hotels Limited      

SD/-

Patanjali G. Keswani

Chairman & Managing Director

 DIN:  00002974

 Address:B - 6 /17 SAFDARJUNG ENCLAVE NEW DELHI 110029 DL IN

DATE : 07.09.2016

PLACE: NEW DELHI

ANNEXURE(S) TO THE BOARDS REPORT

ANNEXURE-1: COMPOSITION OF THE BOARD OF DIRECTORS & KMPs OF THE COMPANY AS ON 31ST MARCH, 2016:

For & on behalf of Board of Directors of

Lemon Tree Hotels Limited

SD/-

Patanjali G. Keswani

Chairman & Managing Director

 DIN:  00002974

 Address:B - 6 /17 SAFDARJUNG ENCLAVE NEW DELHI 110029 DL IN

DATE : 07.09.2016

PLACE: NEW DELHI

ANNEXURE-2: DETAILS OF BOARD AND COMMITTEE MEETINGS HELD DURING THE YEAR UNDER REVIEW INDICATING THE NUMBER OF MEETINGS ATTENDED BY EACH DIRECTOR/MEMBER IN ACCORDANCE WITH THE REQUIREMENT OF SECRETARIAL STANDARD

A) BOARD MEETINGS

During the year under review, four (4) Board meetings have been held on 17th June, 2015, 16th September, 2015, 14th December, 2015 and 17th March, 2016. The maximum time gap between any two meetings of the Board was within the time period of 120 days prescribed by the Companies Act, 2013.

Attendance of Directors for the year ended 31st March, 2016:

B) AUDIT COMMITTEE MEETINGS

During the year under review, three (3) Audit Committee meetings have been held on 17th June, 2015, 14th December, 2015 and 17th March, 2016.

Attendance of Members for the year ended 31st March, 2016:

C) NOMINATION & REMUNERATION COMMITTEE MEETINGS

During the year under review, three (3) Nomination & Remuneration Committee meetings have been held on 17th June, 2015, 14th December, 2015 and 17th March, 2016.

Attendance of Members for the year ended 31st March, 2016 :

D) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE MEETINGS

During the year under review, only one (1) meeting of Corporate Social Responsibility Committee meeting has been held on 17th June, 2015.

Attendance of Members for the year ended 31st March, 2016 :

E) FINANCE COMMITTEE MEETINGS

During the year under review, three (3) Finance Committee meeting have been held on 07th May, 2015, 30th June, 2015 and 14th March, 2016.

Attendance of Members for the year ended 31st March, 2016 :

F) GENERAL MANAGEMENT COMMITTEE MEETINGS

During the year under review, three (3) General Management Committee meetings have been held on 13th August, 2015, 23rd September, 2015 and 16th December, 2015.

Attendance of Members for the year ended 31st March, 2016 :

G) SHARE ALLOTMENT COMMITTEE MEETINGS

During the year under review, only Six (6) Share Allotment Committee meetings have been held on 29th April, 2015, 9th July, 2015, 27th August, 2015, 29th October, 2015, 12th January, 2016 and 28th March, 2016.

Attendance of Members for the year ended 31st March, 2016 :

H) SHARE TRANSFER COMMITTEE MEETINGS

During the year under review, only Seven (7) Share Transfer Committee meetings have been held on 22nd April, 2015, 9th July, 2015, 27th August, 2015, 29th October, 2015, 29th December, 2015, 12th January, 2016 and 28th March, 2016.

Attendance of Members for the year ended 31st March, 2016 :

I) STAKEHOLDER RELATIONSHIP COMMITTEE MEETING & IPO COMMITTEE

The above mentioned committees have been constituted on 17th March, 2016, however no meeting has been held during the financial year under review.

For & on behalf of Board of Directors of

Lemon Tree Hotels Limited

SD/-

Patanjali G. Keswani

Chairman & Managing Director

 DIN:  00002974

 Address:B - 6 /17 SAFDARJUNG ENCLAVE NEW DELHI 110029 DL IN

DATE : 07.09.2016

PLACE: NEW DELHI

ANNEXURE-3: NOMINATION AND REMUNERATION POLICY

1.       INTRODUCTION

In terms of Section 178 of the Companies Act, 2013 read with applicable rules and regulations and in pursuance of the policy of Lemon Tree Hotels Limited (Company) to consider its human resources as its invaluable assets, the Nomination and Remuneration Committee of the Company re-constituted on 18th September 2014 has formulated this policy on nomination and remuneration of Directors, Key managerial personnel, senior management personnel and other employees of the Company (hereinafter referred  as Policy) and which has been adopted by the Board of Directors of the Company in its meeting on 19.02.2015. 

2.       POLICY OBJECTIVE

The objective of this Policy is to determine the criteria for appointment, removal, evaluation of performance of Directors and remuneration of Directors, key managerial personnel, senior management personnel and other employees.

3.       DEFINITIONS

In this Policy unless the context otherwise requires:

(a)                Act means Companies Act, 2013 including the applicable Rules & regulations;

(b)               Board of Directors or Board, in relation to the Company, means the collective body of the directors of the Company and includes the committees of the Board;

(c)                Directors means Directors of the Company appointed in terms of provisions of the Act;

(d)               Independent Director means a director referred to in Section 149 (6) of the Act;

(e)               Key Managerial Personnel or KMP in relation to a company, means:

(i)  Chief Executive Officer (CEO) or the Managing Director (MD) or the Manager;

(ii)  Company Secretary;

(iii) Whole-time Director (WTD);

(iv) Chief Financial Officer; and

(v)  such other officer as may be prescribed;

(f)                 NRC means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board;

(g)                Rules & regulations refers to and comprise of Companies Act, 2013, The Companies (Meeting of Board and its Powers) Rules, 2014, The Companies (Appointment and Qualification of Directors) Rules, 2014, The Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, and such other rules and provisions as applicable to the matters dealt in by this Policy;

(h)               Senior Management Personnel for this purpose shall mean employees of the company who are members of its core management team excluding Board of Directors. It would comprise all members of management one level below the executive director(s), including the functional / vertical heads.

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

4.       APPLICABILITY

This Policy is applicable to:

(i)  Directors viz. Executive, Non-executive and Independent

(ii)    Key Managerial Personnel

(iii)  Senior Management Personnel

(iv)  Other Employees of the Company

5.       GENERAL
This Policy is divided in three parts:

Part-A   covers the matters to be dealt with and recommended by the NRC to the Board within Scope of Policy;

Part-B   covers the appointment and nomination of Directors; and

Part-C  covers remuneration etc for the Directors, Key Managerial Personnel and other employees.

PART-A

6.       SCOPE

The matters to be dealt by NRC in terms of this Policy are as follows:

a.       Formulate the criteria for determining qualifications, positive attributes and independence of a director and identify persons who are qualified to become Directors and persons who may be appointed in Key Managerial and Senior Management Personnel,  recommend to Board their appointment and removal;

b.      Carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel and to provide for reward(s) linked directly to their effort, performance, dedication and achievement relating to the Companys operations;

c.       Determine remuneration based on the Companys size and financial position and trends and practices for remuneration prevailing in similar companies in the industry;

PART-B

7.       APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

a.       The NRC shall identify and ascertain the positive attributes, integrity, independence, qualification, expertise and experience of the person for appointment as Directors, or Senior Management Personnel and recommend to the Board his / her appointment.

b.      A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The NRC has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient for the concerned position.

c.       A person shall be appointed as Independent Director subject to the compliance of provisions of section 149 of the Companies Act, 2013, read with schedule IV and rules there under.

d.      The Company shall not appoint or continue the employment of any person as MD/WTD/Manager who is below the age of twenty one years or has attained the age of seventy years. Provided that the appointment of a person who has attained the age of seventy years may be appointed 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 appointment of such person.

8.       TERM/TENURE

a.       MD/ WTD/ Manager

Subject to the applicable provisions of the Act and the Memorandum and Articles of Association of the Company, the Company shall appoint or re-appoint any person as its MD/WTD/Manager for a term of maximum five (5) consecutive years at a time. No re-appointment shall be made earlier than one (1) year before the expiry of term.

b.      Independent Director

(i)         Subject to the applicable provisions of the Act, an Independent Director shall hold office for a maximum term of five (5) consecutive years on the Board of the Company with the approval of the shareholders in general meeting and will be eligible for re-appointment on passing of a special resolution by the shareholders of the Company for another term of maximum five (5) years and disclosure of such appointment be made in the Board's report.

(ii)      Any Independent Director, who has completed his two consecutive terms, shall be eligible for appointment after expiry of three (3) years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

 (iii)     The Independent Director shall not be liable to retire by rotation.

9.       DISQUALIFICATIONS FOR APPOINTMENT/RE-APPOINTMENT OF DIRECTORS

Any person who is disqualified for appointment/re-appointment as a director in terms of Section 164 of the Act shall not be eligible for appointment/re-appointment, as the case may be, as a Director of a company.

10.   EVALUATION

The NRC shall carry out evaluation of performance of every Director and a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors shall be disclosed in the Board Report.

11.   REMOVAL

The NRC may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions of the Act. 

12.   RETIREMENT

The Director, KMP and Senior Management Personnel shall retire/resign as per the applicable provisions of the Act and the prevailing HR 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, subject to compliance of applicable laws, for the benefit of the Company.

PART C

13.   MATTERS RELATING TO THE REMUNERATION & PERQUISITES

a.       The NRC, while deciding the remuneration/compensation/profit-linked commission for the Directors, Key Managerial Personnel and other employees, to ensure :

(i)       That the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(ii)      That the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(iii)       That the remuneration to directors, key managerial personnel and other employees including senior management officials involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;

b.      The remuneration/ compensation/ profit-linked commission, etc. to the MD/WTD/Manager, Directors and Independent Directors and increments thereto will be determined by the NRC subject to the approval of the Board, shareholders of the Company and Central Government, wherever required, in accordance with the percentage / slabs / conditions in terms of the applicable provisions of the Act.

c.       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.

d.      Determination of remuneration and increments of KMP, Senior Management officials and other employees shall be effected in terms of the HR policies of the Company.

14.   REMUNERATION TO MD/WTD/MANAGER  

a.       Remuneration

 Subject to Section 197 and Schedule V of the Act, the MD/WTD/Manager will be eligible for remuneration either by way of a monthly payment or at a specified percentage of the net profits of the company or partly by one way and partly by the other with the approval of the Shareholders of the Company on the recommendation of the NRC and the Board. The break-up of the pay scale, performance bonus and quantum of perquisites including, employers contribution to P.F., pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the NRC and shall be within the overall remuneration approved by the shareholders and Central Government, wherever required in terms of the provisions of the Act.

b.      Minimum Remuneration

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its MD/WTD/Manager in accordance with the Act and if it is not able to comply with such provisions, then with the previous approval of the Central Government.

c.       Provisions for excess remuneration

If any MD/WTD/Manager draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he / she shall refund such sums 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.

15.   REMUNERATION TO NON-EXECUTIVE/INDEPENDENT DIRECTOR

a.       Sitting Fees

The Non-executive Directors of the Company, whether Independent or not,  may be paid sitting fees within maximum limit prescribed by the Act from time to time for attending meetings of the Board or Committees thereof. The quantum of sitting fees will be determined as per the recommendation of NRC and approved by the Board of Directors of the Company. The Company may make arrangement or reimburse the expenses incurred by the Non-Executive/ Independent Director(s) for travelling, boarding and lodging for participation in the Board or Committee meetings.

b.      Commission

The Board, on recommendation of NRC, may consider the payment of profit based commission to the Non-Executive/ Independent Directors and such commission may be paid within the prescribed limits and subject to the Board approvals in terms of the provisions of Act from time to time. The net profits for the purposes of calculation of commission shall be computed in the manner referred to in section 198 of Act.

c.       Stock Options

Pursuant to the provisions of the Act, an Independent Director shall not be entitled to any stock option of the Company. The officers or other employees of the Company and its subsidiaries will be granted stock options in terms of the Company Employees Stock Option policy subject to special resolution passed by company and such other conditions as may be prescribed by the Act.

16.   REMUNERATION TO KMP, SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

a.       The KMP, Senior Management Personnel and other employees of the Company shall be paid monthly remuneration, salary advance and loans etc. as per the Companys HR policies and / or as approved by the NRC. The break-up of the pay scale and quantum of perquisites including employers contribution to P.F., pension scheme, medical expenses, club fees, etc. shall be as per the Companys HR policies.

b.      As and when required by the NRC, a presentation shall be given by the HR Head detailing the performance bonus payouts as well as the proposed increments in any financial year. The NRC shall peruse and give its suggestions, if any, on the process for giving increments and performance bonus payouts for implementation by the Company.

c.       This Policy shall apply to all future/continuing employment/engagement(s) with the Company. In other respects, the Policy shall be of guidance for the Board. Any departure from the Policy shall be recorded and reasoned in the NRC and Board meeting minutes.

d.      The remuneration for KMP and Senior Managerial Personnel of the Company shall be approved by the NRC based on the recommendation of the Chairman & Managing Director and for other employees based on the recommendation of the HR Head in consultation with the Heads of various Department/Hotels of the Company. In case any of the relevant regulations require that remuneration of KMPs or any other officer is to be specifically approved by the NRC and/or the Board of Directors/Shareholders, then such approval will be accordingly obtained.

17.   DISSEMINATION

The key features of the Policy shall be published on Companys website and accordingly will also be disclosed in the Annual Report as part of Boards report therein.

18.   MISCELLANEOUS

a.       The NRC or the Board may review the Policy as and when it deems necessary.

b.      The NRC may issue the guidelines, procedures, formats, reporting mechanism for better implementation of this Policy, wherever it thinks necessary.

c.       This Policy may be amended or substituted, in whole or in part, by the NRC or Board.

d.      In case of any statutory change not being consistent with the provisions laid down under this Policy, then such change shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such statutory change to the Act and the Compliance Officer of the Company shall ensure that such amendment is disseminated on the website of the Company, wherever required.

For & on behalf of Board of Directors of

Lemon Tree Hotels Limited

SD/-

Patanjali G. Keswani

Chairman & Managing Director

 DIN:  00002974

 Address:B - 6 /17 SAFDARJUNG ENCLAVE NEW DELHI 110029 DL IN

DATE : 07.09.2016

PLACE: NEW DELHI

ANNEXURE-'4': STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURES

[Pursuant to first proviso to sub-section (3) of section 129 of Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014 - AOC1]

Notes:

* Subsidiaries which are yet to commence operations.

** Investments except investments in subsidiaries.

*** % of shareholding covers both direct and indirect shareholding in the subsidiaries

For & on behalf of Board of Directors of

Lemon Tree Hotels Limited

SD/-

Patanjali G. Keswani

Chairman & Managing Director

 DIN:  00002974

 Address:B - 6 /17 SAFDARJUNG ENCLAVE NEW DELHI 110029 DL IN

DATE : 07.09.2016

PLACE: NEW DELHI

For & on behalf of Board of Directors of

Lemon Tree Hotels Limited

SD/-

Patanjali G. Keswani

Chairman & Managing Director

 DIN:  00002974

 Address:B - 6 /17 SAFDARJUNG ENCLAVE NEW DELHI 110029 DL IN

DATE : 07.09.2016

PLACE: NEW DELHI

 ANNEXURE '6': REMUNERATION TO EMPLOYEES

[Pursuant to Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

Note(s):Gross remuneration includes basic salary, allowances, taxable value of perquisites and the Companys contribution to Provident Fund, but excludes provision for retiring gratuity and leave benefits for which separate figures are not available.

[Pursuant to Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

Note(s):

Gross remuneration includes basic salary, allowances, taxable value of perquisites and the Companys contribution to Provident Fund, but excludes

provision for retiring gratuity and leave benefits for which separate figures are not available.

 For & on behalf of Board of Directors of

Lemon Tree Hotels Limited

SD/-

Patanjali G. Keswani

Chairman & Managing Director

 DIN:  00002974

 Address:B - 6 /17 SAFDARJUNG ENCLAVE NEW DELHI 110029 DL IN

DATE : 07.09.2016

PLACE: NEW DELHI

 Annexure-7

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Lemon Tree Hotels Limited

(CIN: U74899DL1992PLC049022)

Asset No. 6, Aerocity Hospitality District,

New Delhi-110037

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Lemon Tree Hotels Limited (hereinafter called the Company) which is an unlisted company. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

We report that

a)      Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

b)      We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed, provide a reasonable basis for our opinion.

c)       We have not verified the correctness and appropriateness of the financial statements of the Company.

d)      Wherever required, we have obtained the Management representation about the compliances of laws, rules and regulations and happening of events etc.

e)      The compliance of the provisions of the Corporate and other applicable laws, rules, regulation, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

f)       The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2016 (Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the financial year ended on 31st March, 2016 according to the provisions of:

(i)            The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii)           Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

We have also examined compliance of the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India [applicable w.e.f. July 01, 2015], with which the Company has generally complied with.

During the Audit Period under review, the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines, to the extent applicable, as mentioned above.

(iii)          The Company is engaged in the Hotel Business and is running hotels at various locations PAN India. Following are some of the laws specifically applicable to the Company:

The Legal Metrology Act, 2009 and rules made thereunder;

Food Safety and Standards Act, 2006 and rules made thereunder;

We have checked the compliance management system of the Company to obtain reasonable assurance about the adequacy of systems in place to ensure compliance of specifically applicable laws and this verification was done on test basis. We believe that the Audit evidence which we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion and to the best of our information and according to explanations given to us, we believe that the compliance management system of the Company is satisfactory, which can further be strengthened to ensure compliance of laws specifically applicable to the Company.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Advance notice is given to all its directors to schedule the Board Meetings. Agenda and detailed notes on agenda are sent in advance of the meetings and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting for meaningful participation at the meeting.

Board decisions are carried out with unanimous consent, as may be applicable, and therefore, no dissenting views were required to be captured and recorded as part of the minutes.

We further report that systems and processes in the Company are satisfactory, which can further be strengthened commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that following major events were occurred during the audit period:-

i)        Members in their Annual General Meeting held on July 30, 2015 approved:-

a)      the increase in overall limit for the loans, investments, guarantees and securities to be made/given which shall not exceed Rs. 2,000 Crore (Rupees Two Thousand Crores), regardless that the aggregate of the loans, guarantees, securities and investments may exceed the percentages prescribed under Section 186 of the Act;

b)      the contribution to any national, charitable, social, benevolent, public or general and other funds/ institutions/ hospitals/ trustees/ entities not directly relating to the business of the Company or the welfare of its employees of any amounts the aggregate of which does not exceed Rs. 1,00,00,000/- (Rupees One Crore only) in the financial year ending 31st March, 2016;

c)       to revise the limit of grant of Employees Stock Options to the employees of the Company from a maximum of 42,00,000 (Forty Two Lacs) to a maximum of 47,00,000 (Forty Seven Lacs) at an exercise price of Rs. 21.50/- (Rupees Twenty One and Fifty Paise Only) per option and on such other terms and conditions in accordance with the Employee Stock Option Program 2006 duly amended in terms of the applicable provisions of the Companies Act, 2013;

d)      the offer, issue and allotment of 18,34,074 (Eighteen Lac Thirty Four Thousand Seventy Four) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each through private placement on preferential basis at an issue price of Rs 16.50/- (Rupees Sixteen and Fifty Paise Only) each.

e)      the alteration in Articles of Associations (AOA) of the Company by way of amendment in Article 81 of the AOA of the Company;

ii)       Members in their Extra- Ordinary General Meeting held on March 31, 2016 approved:-

a)      the offer, issue and allotment of 31,20,248 (Thirty One Lac Twenty Thousand Two Hundred Forty Eight) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each through private placement on preferential basis at an issue price of Rs 21.50/- (Rupees Twenty One and Fifty Paise Only) each;

b)      the grant of Employees Stock options to the employees of the Company during the Financial Year 2015-16 up to a revise maximum limit of 57,00,000 (Fifty Seven Lacs) options at an exercise price of Rs. 21.50/- (Rupees Twenty One and Fifty Paise Only) per option and on such other terms and conditions in accordance with the Employee Stock Option Program 2006 duly amended in terms of the applicable provisions of the Companies Act, 2013;

c)       the grant of Employees Stock options to the employees of the subsidiary/associate company(ies) during the Financial Year 2015-16 up to a revised maximum limit of 39,50,000 (Thirty Nine Lacs Fifty Thousand) options at an exercise price of Rs. 21.50/- (Rupees Twenty One and Fifty Paise Only) per option and on such other terms and conditions in accordance with the Employee Stock Option Program 2006 duly amended in terms of the applicable provisions of the Companies Act, 2013;

d)      the issue and allotment of maximum of 1,12,50,155 /- (One Crore Twelve Lacs Fifty Thousand One Hundred and Fifty Five Only) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company, in one or more tranches, to the Employees (present and future) of the Company and/or its subsidiary/associate company(ies) on exercise of vested options at such exercise price and other terms and conditions in terms of the Employee Stock Option Program/Scheme of the Company (ESOP Scheme) as amended from time to time; and further financial assistance to the ESOP Trust up to a maximum of Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) to acquire, purchase and subscribe to the equity shares of the Company as per ESOP Scheme.

e)      the alteration in Articles of Associations (AOA) of the Company by way of amendment in Article 37 of the AOA of the Company;

For Sanjay Grover & Associates

Company Secretaries

Firm Registration No. P2001DE052900

SD/-

Priyanka

Partner

June, 21 2016                                                                                                   

  CP No. 16187                                                                                                                                      

New Delhi                                                                                                            

  For & on behalf of Board of Directors of

Lemon Tree Hotels Limited

SD/-

Patanjali G. Keswani

Chairman & Managing Director

 DIN:  00002974

 Address:B - 6 /17 SAFDARJUNG ENCLAVE NEW DELHI 110029 DL IN

DATE : 07.09.2016

PLACE: NEW DELHI

# % of shares mentions both direct and indirect, as the case may be, shareholding in subsidiaries.