Asian Hotels (North) Ltd

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

“RESOLVED THAT the audited Stand-alone Financial Statements of the Company for the financial year ended 31^st March, 2015, including the audited Balance Sheet as at 31^st March, 2015; the Statement of Profit & Loss, Cash Flow Statement and the Statement of Changes in Equity for the year ended as on that date; and the 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), the following resolution as an Ordinary Resolution:

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

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

“RESOLVED THAT Mr. Dipendra Bharat Goenka (DIN: 01969285), who retires by rotation and being eligible, offers himself for reappointment, be and is hereby re-appointed as a director of the Company, liable to retire by rotation in terms of Section 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 expressed their unwillingness to be re-appointed as Statutory Auditors, and in view thereof, to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 (the Act), and rules made there-under, as amended or re-stated from time to time, M/s. Dhirubhai Shah & Doshi, Chartered Accountants, Ahmedabad (Firm Registration No.: 102511W) be and are hereby appointed as Auditors of the Company in lieu of M/s. Mohinder Puri & Company, Chartered Accountants (Firm Registration No.: 000204N) who have expressed their un-willingness to be re-appointed, to hold office from the conclusion of this Annual General Meeting till the conclusion of the 39^th Annual General Meeting of the Company at such remuneration as may be fixed by the Board of Directors of the Company.”

SPECIAL BUSINESS

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

“RESOLVED THAT consequent upon implementation of the Companies Act, 2013, in place of the Companies Act, 1956, the consent of the shareholders be and is hereby accorded pursuant to the provisions of the Companies Act, 2013, and Rules framed there-under to adopt a new set of Articles of Association in place of the existing Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be required, considered necessary or incidental thereto, and to settle any question(s), difficulty(s) or matter(s) that may arise in interpretation, implementation or execution of the intent of the aforesaid resolution, as the Board of Directors may deem fit and appropriate to give effect to the above.”

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

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

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

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

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

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 comprising exclusively of the independent directors and recommendations of the Nomination and Remuneration Committee, the salary of Ms. Anita Thapar may be revised, every year effective 1^st June, 2016, at the discretion of the Board within the scale mentioned above.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be required, considered necessary or incidental thereto, and to settle any question(s), difficulty(s) or matter(s) that may arise in interpretation, implementation or execution of the intent of the aforesaid resolution and to seek and obtain requisite consents and/or approvals including approval of the Central Government, as the Board of Directors may deem fit and appropriate to give effect to the above.”

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

“RESOLVED THAT subject to requisite approvals of the Central Government under the applicable statute, the Company do approve waiving off recovery of a sum of Rs. 61,72,454/- (Rupees Sixty one lac seventy two thousand four hundred and fifty four only) out of the total remuneration of Rs. 1,49,78,277/- (Rupees One crore forty nine lac seventy eight thousand two hundred and seventy seven only) paid to Mr. Shiv Kumar Jatia, Managing Director as minimum remuneration for the Financial Year 2013-14 in terms of the resolution passed by the shareholders in its meeting held on 28^th September, 2010, such sum being in excess of 5% of the net profit of the Company for that year computed in the manner laid down in Section 198 read with Sections 349 and 350 of the Companies Act, 1956.

RESOLVED FURTHER THAT the Company do hereby accord its approval to make a representation and/or application to the Central Government for waiver of recovery of such sum 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 by the Company and its officials in this regard.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be required, considered necessary or incidental thereto, and to settle any question(s), difficulty(s) or matter(s) that may arise in interpretation, implementation or execution of the intent of the aforesaid resolution and to seek and obtain requisite consents and/or approvals including approval of the Central Government, as the Board of Directors may deem fit and appropriate to give effect to the above.”

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

“RESOLVED THAT subject to requisite approvals of the Central Government under the applicable statute, the Company do approve the payment of remuneration of Rs. 1,51,55,026/- (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 Financial Year 2014-15 in terms of the limits specified under Para A of Section II of Part II of Schedule V to the Companies Act, 2013 (the Act).

RESOLVED FURTHER THAT subject to requisite approvals of the Central Government under the applicable statute(s), the Company do approve waiving off recovery of a sum of Rs. 20,63,622/- (Rupees Twenty lac sixty three thousand six hundred and twenty two only) out of the total remuneration of Rs. 1,51,55,026/- (Rupees One crore fifty one lac fifty five thousand and twenty six only) paid to Mr. Shiv Kumar Jatia, Managing Director as minimum remuneration for the Financial Year 2014-15, such sum being in excess of the limits 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 by the Company and its officials in this regard.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be required, considered necessary or incidental thereto, and to settle any question(s), difficulty(s) or matter(s) that may arise in interpretation, implementation or execution of the intent of the aforesaid resolution and to seek and obtain requisite consents and/or approvals including approval of the Central Government, as the Board of Directors may deem fit and appropriate to give effect to the above.”

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

“RESOLVED THAT subject to the requisite approvals of the Central Government, the Company do hereby approve the payment of remuneration aggregating to Rs. 1,71,91,482/- (Rupees One crore seventy one lac ninety one thousand four hundred and eighty two only) to Mr. Shiv Kumar Jatia, Managing Director for the financial year 2015-16 as detailed below, notwithstanding the fact that such remuneration exceeds the limits specified under Para A of Section II of Part II of Schedule V to the Companies Act, 2013 (the Act):

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

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

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be required, considered necessary or incidental thereto and to settle any question(s), difficulty(s) or matter(s) that may arise in interpretation, implementation or execution of the intent of the aforesaid resolution and to seek and obtain requisite consents and/or approvals including approval of the Central Government, as the Board of Directors may deem fit and appropriate to give effect to the above.”

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

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

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

RESOLVED FURTHER THAT in case the Company has adequate profit for any financial year during the tenure of his office, the Company, in addition to the aforesaid salary and perquisites, 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 upon the recommendations of the Nomination and Remuneration Committee, for each such financial year, provided that the aggregate remuneration, inclusive of Commission, for any financial year shall not exceed 5% of the net profits of the Company computed in the manner as described under Section 198 read with Section 197, Schedule V and other applicable provisions of the Act.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be required, considered necessary or incidental thereto, and to settle any question(s), difficulty(s) or matter(s) that may arise in interpretation, implementation or execution of the intent of the aforesaid resolution and to seek and obtain requisite consents and/or approvals including approval of the Central Government, as the Board of Directors may deem fit and appropriate to give effect to the above.”

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

“RESOLVED THAT pursuant to Section 181 of the Companies Act, 2013, the Board of Directors of the Company be and is hereby authorized to contribute towards bona-fide and charitable funds/causes, any amount the aggregate of which, in any financial year, does not exceed a sum of Rs. 25,00,000/- (Rupees twenty five lac only) or five percent of its average net profit for the three immediately preceding financial years, which-ever is higher.

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

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be required, considered necessary or incidental thereto and to settle any question(s), difficulty(s) or matter(s) that may arise in interpretation, implementation or execution of the intent of the aforesaid resolution, as the Board of Directors may deem fit and appropriate to give effect to the above.”