CORPORATE GOVERNANCE AND POLICIES

Audit Committee
The Audit Committee is constituted by the Board of Directors of the Company, in accordance with Section 292A of the Companies Act, 1956. It is empowered to review Financial Statements and INVESTMENTS of unlisted subsidiary companies, management discussion and analysis, material individual transactions with related parties not in normal course of business or which are not on an arm’s length basis. Generally, all items listed in Clause 49 II D of the Listing Agreement are covered in the term of reference. The committee has been granted powers as prescribed under Clause 49 II C.

The Committee Comprises of following three members:
CA Ram Ratan Bajaj – Chairman
Mr. Bharat Thakkar – Member
Mr. Anil Patodia – Member

Nomination and Remuneration Committee
The Nomination and Remuneration Committee is constituted by the Board of Directors of the Company, in accordance with Clause 49 of the Listing Agreement. The terms of reference of the committee include formulating policies on specific remuneration packages for all the directors and designing and implementation of performance appraisal systems and discretionary performance bonus payments for them and such other functions as may be delegated to it by the Board of Director.

The Committee comprises of following three non-executive Directors as members:
Mr. Ramesh Vohra – Chairman
Mr. Bharat Thakkar – Member
CA Ram Ratan Bajaj – Member

 

Stakeholders Relationship Committee
The Shareholders/Investor Grievance Committee is constituted by the Board of Directors of the Company, in accordance with Clause 49 of the Listing Agreement. The terms of reference of the committee are to be specifically look into the redressal of shareholders and investors complaints to transfer of shares, non-receipt of balance sheet, non-receipt of dividends. etc.

The Committee comprises of following three members: Mr. Bharat Thakkar – Member
S.N. Sharma – Member
Mr. Anil Patodia – Member

Corporate Social Responsibility Committee
Corporate Social Responsibility Committee is constituted by the Board of Directors of the Company, in accordance with the Companies Act, 2013. The terms of reference of the committee is to formulate and recommend to the Board of Director a Corporate Social Responsibility (CSR) policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013

The Committee comprises of following three members
Mr. Anil Patodia – Chairman
S.N. Sharma – Member
Mr. Ramesh Vohra – Member

CODE FOR INDEPENDENT DIRECTORS & NON- EXECUTIVE DIRECTORS AS PER SCHEDULE IV SECTION 149 (8) OF THE COMPANIES ACT, 2013
(As approved by the Board of Directors at their meeting held on February 06, 2015.)

(This is an additional document and to be read in conjunction with code of conduct of the Company)
The Code is a guide to professional conduct for Independent Directors & Non-Executive Director, adherence to these standards by Independent directors& Non-Executive Director and fulfilment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of Independent directors & Non-Executive Directors.

I. Guidelines of Professional Conduct
An Independent director& Non-Executive Director shall
Uphold ethical standards of integrity and probity;
Act objectively and constructively while exercising his duties; Exercise his responsibilities in a bona fide manner in the interest of the company; Devote sufficient time and attention to his professional obligations for informed and balanced decision making;
Not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
Not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
Refrain from any action that would lead to loss of his independence;
Where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;
Assist the company in implementing the best corporate governance practices.

II. Role and functions
The Independent& Non-Executive Director shall

Help in bringing an independent judgment to bear on the Board’s deliberationsespecially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
Bring an objective view in the evaluation of the performance of Board and Management;
Scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
Satisfy themselves on the integrity of financial information and that financial control and the systems of risk management are robust and defensible;
Safeguard the interests of all stakeholders, particularly the minority shareholders;
Balance the conflicting interest of the stakeholders;
Refrain from any action that would lead to loss of his independence;
Determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;
Moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

I. Guidelines of Professional Conduct
An Independent director& Non-Executive Director shall
Uphold ethical standards of integrity and probity;
Act objectively and constructively while exercising his duties;
Exercise his responsibilities in a bona fide manner in the interest of the company;
Devote sufficient time and attention to his professional obligations for informed and balanced decision making;
Not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
Not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
Refrain from any action that would lead to loss of his independence;
Where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly; Assist the company in implementing the best corporate governance practices.

III. Duties
The Independent& Non-Executive Director shall—

Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
Strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
Participate constructively and actively in the committees of the Board in which they are chairpersons or members;
Strive to attend the general meetings of the company;
Where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
Keep themselves well informed about the company and the external environment in which it operates;
Not to unfairly obstruct the functioning of an otherwise proper Board or Committee of the Board;
Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
Ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
Report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

IV. Manner of appointment
Appointment process of Independent directors shall be independent of the company management; while selecting directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.
The appointment of “Independent director(s)” of the company shall be approved at the meeting of the shareholders.
The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the Board, the independent director & non –executive director proposed to be appointed fulfils the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management.
The appointment of independent directors & non –executive director shall be formalised through a letter of appointment, which shall set out:
a. The term of appointment;
b. The expectation of the Board from the appointed director; the Board-level committee(s) in which the director is expected to serve and its tasks;
c. The fiduciary duties that come with such an appointment along with accompanying liabilities;
d. Provision for Directors and Officers (D and O) insurance, if any;
e. The Code of Business Ethics that the company expects its directors and employees to follow;
f. The list of actions that a director should not do while functioning as such in the company; and
g. The remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any.
The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the company by any member during normal business hours.
The terms and conditions of appointment of independent directors shall also be posted on the company’s website.

V. Re-appointment
The re-appointment of independent director& non –executive director shall be on the basis of report of Performance evaluation.

VI. Resignation or removal
The resignation or removal of an independent director & non- executive director shall be in the same manner as is provided in sections 168 and 169 of the Act.
An independent director who resigns or is removed from the Board of the Company shall be replaced by a new independent director within a period of not more than one hundred and eighty days from the date of such resignation or removal, as the case may be.
Where the company fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director shall not apply.

VII. Separate meetings
The independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management;
All the independent directors of the company shall strive to be present at such meeting; The meeting shall:
a. Review the performance of non-independent directors and the Board as a whole;
b. Review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;
c. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

VIII. Evaluation mechanism: Nomination Committee shall lay down the criteria for performance evaluation of Independent Directors.
The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director.


As Approved By The Board Of Directors of
The Byke Hospitality Limited

CODE FOR INDEPENDENT DIRECTORS & NON- EXECUTIVE DIRECTORS AS PER SCHEDULE IV SECTION 149 (8) OF THE COMPANIES ACT, 2013
(As approved by the Board of Directors at their meeting held on February 06, 2015.)

(This is an additional document and to be read in conjunction with code of conduct of the Company)
The Code is a guide to professional conduct for Independent Directors & Non-Executive Director, adherence to these standards by Independent directors& Non-Executive Director and fulfilment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of Independent directors & Non-Executive Directors.

I. Guidelines of Professional Conduct
An Independent director& Non-Executive Director shall
Uphold ethical standards of integrity and probity;
Act objectively and constructively while exercising his duties; Exercise his responsibilities in a bona fide manner in the interest of the company; Devote sufficient time and attention to his professional obligations for informed and balanced decision making;
Not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
Not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
Refrain from any action that would lead to loss of his independence;
Where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;
Assist the company in implementing the best corporate governance practices.

II. Role and functions
The Independent& Non-Executive Director shall

Help in bringing an independent judgment to bear on the Board’s deliberationsespecially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
Bring an objective view in the evaluation of the performance of Board and Management;
Scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
Satisfy themselves on the integrity of financial information and that financial control and the systems of risk management are robust and defensible;
Safeguard the interests of all stakeholders, particularly the minority shareholders;
Balance the conflicting interest of the stakeholders;
Refrain from any action that would lead to loss of his independence;
Determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;
Moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

I. Guidelines of Professional Conduct
An Independent director& Non-Executive Director shall
Uphold ethical standards of integrity and probity;
Act objectively and constructively while exercising his duties;
Exercise his responsibilities in a bona fide manner in the interest of the company;
Devote sufficient time and attention to his professional obligations for informed and balanced decision making;
Not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
Not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
Refrain from any action that would lead to loss of his independence;
Where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly; Assist the company in implementing the best corporate governance practices.

III. Duties
The Independent& Non-Executive Director shall—

Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
Strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
Participate constructively and actively in the committees of the Board in which they are chairpersons or members;
Strive to attend the general meetings of the company;
Where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
Keep themselves well informed about the company and the external environment in which it operates;
Not to unfairly obstruct the functioning of an otherwise proper Board or Committee of the Board;
Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
Ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
Report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

IV. Manner of appointment
Appointment process of Independent directors shall be independent of the company management; while selecting directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.
The appointment of “Independent director(s)” of the company shall be approved at the meeting of the shareholders.
The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the Board, the independent director & non –executive director proposed to be appointed fulfils the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management.
The appointment of independent directors & non –executive director shall be formalised through a letter of appointment, which shall set out:
a. The term of appointment;
b. The expectation of the Board from the appointed director; the Board-level committee(s) in which the director is expected to serve and its tasks;
c. The fiduciary duties that come with such an appointment along with accompanying liabilities;
d. Provision for Directors and Officers (D and O) insurance, if any;
e. The Code of Business Ethics that the company expects its directors and employees to follow;
f. The list of actions that a director should not do while functioning as such in the company; and
g. The remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any.
The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the company by any member during normal business hours.
The terms and conditions of appointment of independent directors shall also be posted on the company’s website.

V. Re-appointment
The re-appointment of independent director& non –executive director shall be on the basis of report of Performance evaluation.

VI. Resignation or removal
The resignation or removal of an independent director & non- executive director shall be in the same manner as is provided in sections 168 and 169 of the Act.
An independent director who resigns or is removed from the Board of the Company shall be replaced by a new independent director within a period of not more than one hundred and eighty days from the date of such resignation or removal, as the case may be.
Where the company fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director shall not apply.

VII. Separate meetings
The independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management;
All the independent directors of the company shall strive to be present at such meeting; The meeting shall:
a. Review the performance of non-independent directors and the Board as a whole;
b. Review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;
c. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

VIII. Evaluation mechanism: Nomination Committee shall lay down the criteria for performance evaluation of Independent Directors.
The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director.


TERMS AND CONDITIONS OF APPOINTMENT OF AN INDEPENDENT DIRECTOR
(“APPOINTMENT”) OF THE BYKE HOSPITALITY LIMITED (THE “COMPANY”)

(As approved by the Board of Directors at their meeting held on February 06, 2015.)
(The Terms and Conditions of Appointment of Independent Director shall be subject to the Provisions of Companies Act, 2013 and Article of Association adopted by the Company)

I. TENURE OF APPOINTMENT OF INDEPENDENT DIRECTOR
The tenure of appointment of Independent Director shall be subject to the approval of Shareholders in the General Meeting & would be in line with the applicable laws.

II. SITTING FEES OF INDEPENDENT DIRECTORS
The Independent Director would be entitled for sitting fees and commission as may be determined by the Board of Directors on the basis of Qualification and experience of the Independent Director, to be appointed on the Board of the Company and in accordance with the provisions of law for the director’s services as an Independent Director. In addition to the fee/commission, the Company will reimburse the Independent Director for all reasonable and properly documented expenses he/she incurs in performing his/her role as an Independent Director.

III. FIDUCIARY DUTIES OF INDEPENDENT DIRECTOR
The Duties and Liabilities of the Independent Director are disclosed in the Code adopted by the Company for Independent Director as per Schedule IV Section 149(8) of the Companies Act, 2013.

IV. APPOINTMENT AS A MEMBER/ CHAIRMAN OF COMMITTEES OF BOARD OF DIRECTOR
The Independent Director may also be appointed as a member/chairman of any committee of the board, as may be determined by the board of directors of the Company from time to time. Such appointment shall be made in consultation with such independent director.

V. EVALUATION
As a member of the Board, the performance of the Independent Director is subject to evaluation by the other Board of Directors of the Company. The Evaluation criteria shall be laid down by the Nomination Committee. The Criteria for evaluation shall be disclosed in the Annual Report.

VI. LIMIT ON NUMBER OF DIRECTORSHIPS
a. A person shall not serve as an Independent Director in more than seven listed companies.
b. Further, any person who is serving as a whole time director in any listed company shall serve as an independent director in not more than three listed companies.

VII. OTHER DIRECTORSHIP OF INDEPENDENT DIRECTOR
During the tenure, the Independent Director shall promptly notify the Company of any change in his/her Directorship, and provide such other disclosures as may be required under applicable laws. In addition to the above, the Directors are also responsible to disclose any conflict of Interest with the position of his/her Directorship in the Company or any contract or subject matter in which he /she is interested.

VIII. CODE OF CONDUCT
During the Term, the Independent Director will comply with the Code of Conduct adopted by the Company for Independent Directors and such other policies/ requirements as the Board of Directors may from time to time specify.
Unless specifically authorized by the Company, they shall not disclose any business information to constituencies such as the media, the financial community, employees, shareholders, agents, franchisees, dealers, distributors, and importers.
Their obligation of confidentiality shall survive cessation of their respective directorships with the Company. The provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, would be applicable to the Independent Directors. Additionally, they shall not participate in any business activity which might impede the application of their independent judgment in the best interest of the Company.

IX. CHANGES OF PERSONAL DETAILS
During the Term, the Independent Director shall promptly intimate the Company Secretary and the Registrar of Companies in the prescribed manner, of any change in their address or other contact and personal details.

X. DISENGAGEMENT
Independent Director may resign from the directorship of the Company by giving a notice in writing to the Company stating the reasons for resignation. The resignation shall take effect from the date on which the notice is received by the Company or the date, if any, specified by them in the notice, whichever is later. The Company may disengage the Service of Independent Directors prior to completion of Term (subject to of relevant provisions of the 2013 Act) upon the occurrence of following events:
Violation of any provision of the Code of Conduct as applicable to Independent Director,
Upon the director failing to meet the criteria for independence as envisaged in Section 149(6) of the 2013 Act.

XI. DIRECTORS FAMILIARISATION PROGRAMME
The Byke Hospitality Limited (“the Company”) has put in place a system on an on-going basis to familiarize its Independent Directors about the Company, their role as an Independent Director, Business Segment, the Industry and Business model of the Company.
All the Independent Directors of the Company are made aware of their role, responsibilities & liabilities at the time of their appointment/ re -appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement

RELATED PARTY TRANSACTION POLICY
(As approved by the Board of Director at their meeting held on February 06, 2015.)

1) Introduction
The Board of Directors (the Board) of “ The Byke Hospitality Limited” (the Company) has adopted this policy and procedures with regards to Related Party Transaction in line with the requirement of Section 188 of the Companies Act, 2013 read with rules made there under and revised clause 49 of the Listing Agreement. Clause 49 (VII)(C) of the Listing Agreement requires to formulate a policy on materiality of Related Party Transaction and dealing with Related Party Transaction.
The Board may review and amend the policy from time to time.

2) Purpose of Framing the Policy
The Policy is framed as per the requirement of Clause 49 (VII)(C ) of the Listing Agreement , the objective of the Policy is to ensure proper approval, disclosures and reporting of the transactions entered between the Company and its Related Parties.

3) Applicability
The Policy on Related Party Transaction shall be governed by Section 188 of the Companies Act, 2013 read with Rules made there under, as well as Clause 49 of the Listing Agreement.

4) Key Definitions
“Board of Directors” or “Board”
“Board of Directors” or “Board” in relation to a Company, means the Collective Body of the Directors of the Company

“Audit Committee”
“Audit Committee” means a Committee constituted under the provisions of Section 177 Companies Act, 2013 and Clause 49 of the Listing Agreement

“Key Managerial Person”
“Key Managerial Person” in relation to a Company, means;
i) The Chief Executive Officer or the Managing Director or the Manager;
ii) The Company Secretary;
iii) The whole – time Director;
iv)The Chief Financial Officer;
v) Such other officers as may be prescribed under the Companies Act, 2013.

“Material Related Party Transaction’ – As per clause 49 of Listing Agreement
The transaction with the “Related Party” shall be considered material if the transaction/ transactions to be entered in to individually or taken together with previous transactions during a Financial Year exceed 10% of the annual consolidated turnover of the Company as per the last audited financial Statements of the Company.

“Related Party”
Related Party shall have the same meaning as defined under sec 2(76) of the Companies Act, 2013 or related party under applicable accounting standard.

“Related Party Transaction” as per Companies Act, 2013
“Related Party Transaction” shall have the same meaning as defined under Sec 188 (1) of the Companies Act, 2013.

“Related Party Transaction” as per Listing Agreement
“Related Party Transaction means, any transaction involving any transfer of resources, services or obligations between a Company and a related party, regardless of whether a price is charged.
Thus Related Party Transaction refers to related party transaction as per Companies Act, 2013 as well as the Listing Agreement.

Restrictions on Related Party Transaction
All related party transaction shall require prior approval of the Audit Committee,however the Audit Committee may grant omnibus approval for Related Party Transaction proposed to be entered in to by the Company subject to the following conditions
a) The Audit Committee shall lay down the criteria for granting the omnibus approval in line with the policy on Related Party Transactions of the Company and such approval shall be applicable in respect of transactions which are repetitive in nature.
b) The Audit Committee shall satisfy itself the need for such omnibus approval and that such approval is in the interest of the Company.
c) Such omnibus approval shall specify the following details as prescribed under the Listing Agreement & Companies Act, 2013
Provided that where the need for Related Party Transaction cannot be foreseen and aforesaid details are not available, Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding Rs. 1 Crore per transaction.

Review of Related Party Transaction
Audit Committee shall review, at least on a quarterly basis, the details of Related Party Transaction entered in to by the Company pursuant to each of the omnibus approval given.
Approval given by the Audit Committee shall be valid for not exceeding one year and shall require fresh approvals after the expiry of one year.

Approval of Shareholders
a) Approval of Shareholders as per the requirement of Companies Act, 2013
Related Party Transaction which are either not in the ‘Ordinary Course of Business’ or are not at ‘arm’s length price’ and exceeds the threshold under section 188 of the companies Act, 2013 shall also require prior approval of the shareholders through special resolution.
No members of the Company shall vote in a special resolution where related party contract or arrangement is being considered if such a member is a Related Party in Contract or Arrangement which is being considered.

Review of Related Party Transaction
Audit Committee shall review, at least on a quarterly basis, the details of Related Party Transaction entered in to by the Company pursuant to each of the omnibus approval given.
Approval given by the Audit Committee shall be valid for not exceeding one year and shall require fresh approvals after the expiry of one year.

b) Approval of Shareholders as per the requirements of Clause 49 of Listing Agreement
All material Related Party Transaction which exceeds the threshold limit as prescribed under clause 49 of Listing Agreement shall require approval of Shareholders through special resolution.
All the Related parties interested in the subject matter of the resolution shall abstain from voting on such resolution.
However the above shall not be applicable to the transaction between the Company and its wholly owned subsidiary whose accounts are consolidated with the Company and placed before the Shareholders at the General Meeting for approval.

Related Party Transaction not approved under the Policy
In case the Company becomes aware of any transaction with a related party which has not been approved in accordance with policy prior to its execution, the matter shall be reviewed by the Audit Committee. The Audit Committee shall consider all of the relevant facts and circumstances regarding the Related Party Transaction, and shall evaluate all options available to the company, including ratification, revision or termination of the Related Party Transaction. The Committee shall also examine the facts and circumstances pertaining to the failure of reporting such Related Party Transaction to the Committee under the policy and failure of the internal Control systems, and shall take any such action it deems appropriate.

Disclosures
The Policy shall also be uploaded on the website of the company i.e. www.thebyke.com and a web link thereto shall be provided in the Annual Report.

As Approved By The Board Of Directors of The Byke Hospitality Limited

CORPORATE SOCIAL RESPONSIBILITY POLICY
(As approved by the Board of Director at their meeting held on May 29, 2014)

Preamble
Corporate Social Responsibility (CSR) is linked to sustainability. Such decisions are mainly based on the social and environmental consequences. It is the Company’s intent to make a positive difference to society. Companies Act, 2013 (“Act”) highlights the importance of Corporate Social Responsibility (“CSR”) as a strategic tool for sustainable growth of people, the communities we operate in and the Company as a whole. Accordingly, the policy on Corporate Social Responsibility (CSR) has been framed by The Byke Hospitality Ltd (“the Company”)

Definitions
1. Corporate Social Responsibility (CSR) means and includes but is not limited to: Projects or programs relating to activities specified in Schedule VII to the Companies Act, 2013 (‘Act’).
2. CSR Committee means the Corporate Social Responsibility Committee of the Board referred to in Section 135 of the Act.
3. CSR Policy relates to the activities to be undertaken by the Company as specified in Schedule VII to the Act and the expenditure thereon.
4. Net Profit means the net profit of the Company as per its financial statement prepared in accordance with applicable provisions of the Act (Section 198), but shall not include the following viz;
a) Any profit arising from any overseas branch or branches of the Company, whether operated as a separate company or otherwise and
b) Any dividend received from other companies in India, which are covered under and complying with the provisions of Section 135 of the Act
Provided that net profit in respect of a financial year for which the relevant financial statements were prepared in accordance with the provisions of the Companies Act, 1956 shall not be required to be re-calculated in accordance with the provisions of the Act.

Objective
The Policy prescribes the broad framework to ensure that all the activities carried out by the Company towards sustainability and social responsibility are in the best interest of the company and guided by the principles of this policy.

Constitution & Term
The Corporate Social Responsibility Committee (“Committee”) was constituted by the Board of Directors at their meeting convened on May 29, 2014 in compliance with all applicable provisions of the Companies Act, 2013, particularly Section 135 read together with the applicable rules thereto.
The Committee shall consist of a Chairman and two other members, all of whom shall be the Directors of the Company. Should the Chairman be absent from a meeting, the members of the Committee present at the meeting shall choose one of the other members of the Committee, to chair that particular meeting. Membership of the Committee shall be disclosed in the Annual Report.
The Company Secretary of the Company shall act as Secretary of the Committee.
The term of the Committee shall be continuous unless terminated by the Board.

Operation
The Committee shall be operated in a manner consistent with the Company’s Core Values, Corporate Governance Principles, Code of Conduct and the Company’s By-laws. The duties and responsibilities of a member of the Committee shall be in addition to those duties set out for a Director of the Board.

Quorum
The quorum necessary for transacting business at a meeting of the Committee shall be two members.

Meetings
The Committee will normally meet at regular intervals and on need basis.

Scope/Functions/Terms of Reference
This scope of work of the CSR Committee shall be as under:
 To identify areas where the CSR activities will be performed.
 To carry out evaluation of the CSR activities.
 To review the spending on the CSR activities.
 To give inputs to enhance the quality of the CSR activities.
 Develop new areas for CSR activities.

Authority
The Committee shall have free access to management and management information. The Committee, may seek the advice of outside experts or consultants at the Company’s expense where judged necessary, to discharge its duties and responsibilities.

Reporting
The Committee shall report to the Board of Directors of the Company as and when the meeting is convened. Proceedings of all meetings will be minuted and signed by the Chairperson of the Committee.

Review
The adequacy of this Policy shall be reviewed and reassessed by the Committee at such intervals as the Committee deems appropriate and recommendations, if any, shall be made to the Board for approval.

Disclosure Of The Policy
The CSR policy recommended by the CSR Committee and approved by the Board shall be displayed on the Company’s website and shall be disclosed in the Board’s report as well.

Miscelleanous
This policy shall be updated from time to time, by the Company in accordance with the amendments, if any, to the Companies Act, 2013, rules made thereunder or any other applicable enactment for the time being in force.

Byke Vigil Mechanism /Whistle Blower Policy The Byke Hospitality Limited (“The Company") believes in the conduct of the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The company is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct or violation of law in force.

I. PREFACE
The Company has a code of conduct for the Board of Directors and Senior Executives of the Company. Section 177 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report to the management their genuine concerns, including instances of unethical behavior, actual or suspected fraud or violation of the law and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.
Further, the Securities and Exchange Board of India has voided its Circular No. CIR/CFD/POLICY CELL/2/2014, dated 17th April 2014, amended the Clause 49 of the Listing Agreement and with effect from 1st October 2014 wherein it has mandated for all Listed Companies to establish a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company s code of conduct or ethics policy.
Accordingly, the Whistle Blower Policy ȋDzthe Policy has been formulated and noted by the Board of Directors of the Company at its Board meeting held on September 27, 2014 with a view to providing a mechanism for the Directors / Employees of the Company to approach the designated persons /Chairman of the Audit Committee of the Company to, inter alia, report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companyǯs code of conduct or policy without fear of punishment or unfair treatment.

II. PREAMBLE
This policy is formulated to provide an opportunity to employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for the protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.

III. SCOPE
This policy is an extension of the Companyǯs Code of Conduct. This policy applies to all Directors and Employees of the Company. The Whistle Blowerǯs role is that of a reporting party with reliable information.

IV. MAIN FEATURES OF THE POLICY
The whistleblowing policy is intended to cover serious concerns that could have a large/material impact on the Company such as:
(i) suspected action,
(ii) incorrect financial reporting,
(iii) actions which are not in line with the Companyǯs policy,
(iv) unlawful actions,
(v) fraud and
(vi) any other actions which are not legal and will have an impact on the performance and image of the Company.
No adverse action shall be taken or recommended against an employee in retaliation to his disclosure in good faith of any unethical and improper practices or alleged wrongful conduct. This policy protects such employees from unfair termination and unfair prejudicial employment practices. However, this policy does not protect an employee from an adverse action which occurs independently of his disclosure of unethical and improper practice or alleged wrongful conduct, poor job performance, any other disciplinary action, etc. unrelated to a disclosure made pursuant to this policy.

V. DEFINITIONS
1. Adverse Personnel Action
An employment‐related act or decision or a failure to take appropriate action by managerial personnel which may affect the employeeǯs employment, including but not limited to compensation, increment, promotion, job location, job profile, immunities, leaves, and training or other privileges.
2. Alleged Wrongful Conduct
Alleged Wrongful Conduct shall mean a violation of law, infringement of Companyǯs Code of Conductor ethnic policies, mismanagement, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority.
3. Audit Committee
Audit Committee shall mean a Committee of Board of Directors of the Company, constituted in accordance with provisions of Section 292A of Companies Act, 1956 and section 177 of Companies Act, 2013 read with Clause 49 of Listing Agreement entered into by the Company with Stock Exchanges.
4. Company
Company means, DzThe Byke Hospitality Limited.
5. Compliance Officer
Compliance Officer means, DzCompany Secretarydz of the Company.
6. Good Faith
An employee shall be deemed to be communicating in Ǯgood faithǯ if there is a reasonable basis for communication of unethical and improper practices or any other alleged wrongful conduct. Good Faith shall be deemed lacking when the employee does not have personal knowledge of a factual basis for the communication or where the employee knew or reasonably should have known that the communication about the unethical and improper practices or alleged wrongful conduct is malicious, false or frivolous. 7. Managerial Personnel Managerial Personnel shall include Director, all Executives at the level of Manager and above, who has authority to make or materially influence significant personnel decisions? 8. Policy or This Policy
Policy or This Policy means DzWhistle Blower Policy.dz DzThe Byke Whistle Blower Policy
9. Unethical and Improper Practices
Unethical and improper practices shall mean –
a) An act which does not conform to approved standard of social and professional behavior;
b) An act which leads to unethical business practices;
c) Improper or unethical conduct;
d) Breach of etiquette or morally offensive behavior,
e) May lead to incorrect financial reporting;
f) Are not in line with applicable company policy;
g) Are unlawful etc.
10. Whistle Blower / Complainant
An employee of the Company who discloses in good faith any unethical & improper practices or alleged wrongful conduct to the Head of Department or in case it involves Managerial Personnel to the Managing Director and in exceptional cases to the Audit Committee in writing. The Whistle Blowerǯs role is as a reporting party, he/she is not an investigator. Although the Whistle Blower is not expected to prove the truth of an allegation, he needs to demonstrate to the Audit Committee, that there are sufficient grounds for concern.

VI. INTERPRETATION Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act, 1956 and/or SEBI Act and/or any other SEBI Regulation(s) as amended from time to time.

VII. GUIDELINES
1. Internal Policy & Protection under Policy
This Policy is an internal policy on disclosure by employees of any unethical and improper practices or wrongful conduct and access to the Head of Department or in case it involves Senior Managerial Personnel access to the Managing Director and in exceptional cases access to Audit Committee of Directors constituted by the Board. This Policy prohibits the Company to take any adverse personnel action against its employees for disclosing in good faith any unethical & improper practices or alleged wrongful conduct to the Head of Department or to the Managing Director or to the Audit Committee. Any employee against whom any adverse The Byke Whistle Blower Policy personnel action has been taken due to his disclosure of information under this policy may approach the Audit Committee.
2. Safeguards
Harassment or Victimization:
Harassment or victimization of the complainant will not be tolerated and could constitute sufficient grounds for dismissal of the concerned employee.
Confidentiality:
Confidentiality of whistleblower shall be maintained to the greatest extent possible. Every effort will be made to protect the whistle blowerǯs identity, subject to legal constraints.
Anonymous Allegations:
Complainants must put their names to allegations as follow‐up questions and investigation may not be possible unless the source of the information is identified. Concerns expressed anonymously shall not be usually investigated but subject to the seriousness of the issue raised the Audit Committee can initiate an investigation independently.
Malicious Allegations:
Malicious allegations by employees may result in disciplinary action.
3. False Allegation & Legitimate Employment Action
An employee who knowingly makes false allegations of unethical & improper practices or alleged wrongful conduct to the Audit Committee shall be subject to disciplinary action, up to and including termination of employment, in accordance with Company rules, policies and procedures. Further, this policy may not be used as a defense by an employee against whom an adverse personnel action has been taken independently of any disclosure of information by him and for legitimate reasons or cause under Company rules and policies.
4. Disclosure
An employee who observes or notices any unethical & improper practices or alleged wrongful conduct in the Company may report the same to the Head of Department or in case it involves Managerial Personnel to the Managing Director and in exceptional cases to Audit Committee.
5. Accountabilities – Employees
a. Bring to the early attention of the company any improper practice they become aware of. Although they are not required to provide proof, they must have sufficient cause for concern.
b. Avoid anonymity when raising a concern.
c. Co‐operate with investigating authorities, maintaining full confidentiality.
d. The intent of the policy is to bring genuine and serious issues to the fore and it is not intended for petty complaints. Malicious allegations by employees may attract disciplinary action.
e. A complainant has the right to protection from retaliation. But this does not extend to immunity for complicity in the matters that are the subject of the allegations and investigation.
f. In exceptional cases, where the complainant is not satisfied with the outcome of the investigation carried out by the Ombudsperson, she/he can make a direct appeal to the Chairman of the Audit Committee.
6. Accountabilities – Head of Department/ Managing Director/ Audit Committee
a. Conduct the inquiry in a fair, unbiased manner.
b. Ensure complete fact‐finding.
c. Maintain strict confidentiality.
d. Decide on the outcome of the investigation, whether an improper practice has been committed and if so by whom.
e. Recommend an appropriate course of action ‐ suggested disciplinary action, including dismissal, and preventive measures.
f. Minute Committee deliberations and document the final report.

VIII. PROCEDURES
The whistleblowing procedure is intended to be used for serious and sensitive issues. Serious concerns relating to financial reporting, unethical & improper practices or alleged wrongful conduct shall make a disclosure to the Head of Department or in case it involves Managerial Personnel to the Managing Director and in exceptional cases to the Audit Committee as soon as possible but not later than 45 consecutive calendar days after becoming aware of the same. The Departmental Head shall immediately forward Whistle Blower Report to the Managing Director of the Company. The Managing Director may inquire in respect of the DzThe Byke Whistle Blower Policydz Report and after preliminary inquiry, if required, shall report the same to the Audit Committee.
Audit Committee shall appropriately and expeditiously investigate all whistleblower reports received. In this regard, Audit Committee, if the circumstances so suggest, may appoint a senior executive or a committee of managerial personnel to investigate into the matter and prescribe the scope and time limit, therefore.
Audit Committee shall have right to outline a detailed procedure for an investigation. Where the Audit Committee has designated a senior executive or a committee of managerial personnel for An investigation, they shall mandatorily adhere to scope and procedure outlined by Audit Committee for investigation.
The Audit Committee or officer or committee of managerial personnel, as the case may be, shall have right to call for any information/document and examination of any employee of the Company or another person(s), as they may deem appropriate for the purpose of conducting investigation under this policy.
A report shall be prepared after completion of an investigation and the Audit Committee shall consider the same. After considering the report, the Audit Committee shall determine the cause of alleged Adverse Personnel action and may order for the appropriate course of action, which may inter‐alia, include:
a. Order for an injunction to restrain continuous violation of this policy;
b. Reinstatement of the employee to the same position or to an equivalent position;
c. Order for compensation for lost wages, remuneration or any other benefits, etc.
d. Disciplinary action, including dismissal, if applicable, as well as preventive measures for the future.
Subject to legal constraints, she/he will receive information about the outcome of any investigations. All discussions would be minuted and the final report prepared. The decision of Audit Committee shall be final and binding. If and when the Audit Committee is satisfied that the alleged unethical & improper practice or wrongful conduct existed or is in existence, then the Audit Committee may –
a. recommend to Board to reprimand, take disciplinary action, impose penalty/punishment order recovery when any alleged unethical & improper practice or wrongful conduct of any employee is proved.
b. recommend termination or suspension of any contract or arrangement or transaction vitiated by such unethical & improper practice or wrongful conduct.

IX. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE The Whistle Blower shall have right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.

X. SECRECY AND CONFIDENTIALITY The complainant, Vigilance and Ethics Officer, Members of Audit Committee, the Subject and everybody involved in the process shall:
Maintain confidentiality of all matters under this Policy
Discuss only to the extent or with those persons as required under this policy for completing the process of investigations.
Protected Disclosures and any resulting investigations, reports or resulting actions will generally not be disclosed to the public except as required by any legal requirements or regulations or by any corporate policy in place at that time.

XI. NOTIFICATION All departmental heads are required to notify & communicate the existence and contents of this policy to the employees of their department. Every departmental head shall submit a certificate duly signed by him to the Compliance Officer that this policy was notified to each employee of his department. The new employees shall be informed about the policy by the Personnel department and statement in this regard should be periodically submitted to the Compliance Officer. This policy as amended from time to time shall be made available at the website of the Company.

XII. RETENTION OF DOCUMENTS All Protected disclosures in writing or documented along with the results of Investigation relating thereto shall be retained by the Company for a period of at least 7 (seven) years or such other period as specified by any other law in force, whichever is more.

XIII. COMMUNICATION A whistle Blower policy cannot be effective unless it is properly communicated to employees. Employees shall be informed through by publishing on the website of the company.

XIV. POWER OF THE AUDIT COMMITTEE The Audit Committee reserves the right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or the modification will be binding on the Employees and Directors unless the same is notified to them in writing.
Whilst best efforts have been made to define detailed procedures for implementation of this policy, there may be occasions when certain matters are not addressed or there may be ambiguity in the procedures. Such difficulties or ambiguities will be resolved in line with the broad intent of the policy. The Board may also establish further rules and procedures, from time to time, to give effect to the intent of this policy and further the objective of good corporate governance.

XV. ANNUAL AFFIRMATION The affirmation shall form part of Corporate Governance report as attached to the Annual Report of the Company.

By order of the Board of Directors
of The Byke Hospitality Limited