(09-Oct-2006 Hours IST)
Indian Hotels Company Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on October 12, 2006, inter alia, to consider, a proposal to merge Companies of the Taj Group namely Indian Resorts Hotels Ltd, Taj Lands End Ltd, Asia Pacific Hotels Ltd, Kuteeram Resorts Ltd, Gateway Hotels & Gateway Resorts Ltd with the Company. Indian Hotels Company Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 12, 2006, has considered and approved the proposal to amalgamate Indian Resort Hotels Ltd, Gateway Hotels And Getaway Resorts Ltd, Kuteeram Resorts Pvt Ltd, Asia Pacific Hotels Ltd and Taj Lands End Ltd into the Company in terms of a scheme of amalgamation under section 391 _ 394 of the Companies 1956. The proposal provides that the merger will take effect from the appointed date i.e. April 01, 2006 or such other date as may be mutually agreed by the Board of Directors of the above Amalgamating Companies and the Company after all the necessary and applicable approvals are obtained and the Scheme of Amalgamation sanctioned by the respective High Courts, is filed with the concerned Registrar of Companies. The Board of Directors of the Company also approved the share entitlement ratio in the following manner: - For members of Indian Resort Hotels Ltd: 2 Ordinary shares in the Company of Rs 10/- each credited as fully paid-up for every 7 equity shares of Rs 10/- each credited as fully paid-up held by such member in Indian Resort Hotels Ltd. - For members of Gateway Hotels and Getaway Resorts Ltd: 10 Ordinary shares in the Company of Rs 10/- each credited as fully paid-up for every 47 equity shares of Rs 10/- each credited as fully paid-up held by such member in Gateway Hotels And Getaway Resorts Ltd. Whilst the face value of the ordinary shares of the Company is currently Rs 10/- each, pursuant to the resolution passed by postal ballot dated September 21, 2006, the Members of the Company have approved the sub-division of the ordinary shares from a face value of Rs 10/- each to a face value of Re 1/- each with effect from November 03, 2006, record date, determined by the Board of Directors of the Company. The sub-division of ordinary shares of the Company shall be completed prior to the effectiveness of the scheme. Accordingly, the share entitlement ratios on the Scheme becoming effective would be as follows: - For members of Indian Resort Hotels Ltd: 20 Ordinary shares in the Company of Re 1/- each credited as fully paid-up for every 7 equity shares of Rs 10/- each credited as fully paid-up held by such member in Indian Resort Hotels Ltd. - For members of Gateway Hotels and Getaway Resorts Ltd: 100 Ordinary shares in the Company of Re 1/- each credited as fully paid-up for every 47 equity shares of Rs 10/- each credited as fully paid-up held by such member in Gateway Hotels And Getaway Resorts Ltd. Since the Company holds 100% of the issued, subscribed and paid up capital of Asia Pacific Hotels Ltd and Taj Lands End Ltd, the entire share capital held by the Company in Asia Pacific Hotels Ltd and Taj Lands End Ltd shall stand cancelled upon the proposed amalgamation becoming effective. Since the Company holds 25% and Gateway Hotels And Getaway Resorts Limited holds 75% of the issued, subscribed and paid up capital of Kuteeram Resorts Pvt India Ltd and upon the scheme of amalgamation coming into effect, the Gateway Hotels And Getaway Resorts Ltd would stand amalgamated with the Company, whereby 100% of the issued, subscribed and paid up capital of Kuteeram Resorts Pvt Ltd shall vest in the Company without any further act, instrument or deed, the entire share capital held by the Company and Gateway Hotels And Getaway Resorts Ltd in Kuteeram Resorts Ltd shall stand cancelled upon the scheme of amalgamation becoming effective. The above is subject to requisite approvals including those of Stock Exchanges under the Listing Agreement, shareholders, creditors, any regulatory authorities and sanction of the scheme of amalgamation in terms thereof by the High Court of Judicature at Bombay, the High Court of Bombay at Panaji and the High Court of Karnataka. (As per BSE Announcement website dated on 12/10/2006) Indian Hotels Company Ltd has informed BSE that, pursuant to the order of the High Court of Judicature at Bombay, a meeting of the Ordinary / Equity Shareholders of the Company will be held on December 13, 2006, for the purpose of considering and if thought fit, approving, with or without modification(s), the Arrangement embodied in the Scheme of Amalgamation between Kuteeram Resorts Pvt Ltd, (As Per BSE Announcement Website Dated on 23/11/2006) Indian Hotels Company Ltd has informed BSE that Hon'ble High Court of Bombay has approved the Scheme of Amalgamation on March 09, 2007. The scheme inter alia, provided for amalgamation of "Indian Resort Hotels Ltd", "Gateway Hotels and Getaway Resorts Ltd", "Asia Pacific Hotels Ltd", "Taj Lands End Ltd", "Kuteeram Resorts Pvt Ltd" with the Company. (As per BSE Announcement website dated on 29/03/2007) Trading members of the Exchange are hereby informed that the under mentioned new securities of The Indian Hotels Company Ltd. (Scrip Code: 500850, ISIN No: INE053A01029) are listed and permitted for trading on the Exchange with effect from Friday, June 15, 2007. Securities 1,62,19,670* Equity Shares of Re 1/- each issued to the shareholders of erstwhile Indian Resort Hotels Ltd. (IRHL), Gateway Hotels and Getaway Resorts Ltd.(GHGRL), Kuteeram Resorts Private Ltd. (KRPL), Asia Pacific Hotels Ltd. (APHL) and Taj Lands End Limited (TLEL), pursuant to Scheme of Amalgamation of the Company. Dist. Nos. 586630921 to 602850590 * These shares are ranking pari-passu with the existing equity shares of the company. 2. Trading members may please note that 19,15,003 Equity shares issued pursuant to the scheme of amalgamation, are under lock-in as per details given below and therefore these shares would not be good delivery in the market till then. The company has confirmed that the relevant share certificates issued in physical form have been enfaced with the stamp of its non-transferability. Number of Shares Details of Dist. Nos. Date upto which lock in 21,916 586843797-586865712 18.06.2010 2,12,660 589950171-590162830 - do - 1,06,383 590162831-590269213 - do - 6,37,979 590269214-590907192 - do - 7,23,405 590907193-591630597 - do - 2,12,660 586631051-586843710 - do - 3. The brief particulars of the Scheme of Amalgamation are as mentioned below: a. The Scheme of Amalgamation of the company was approved by the Hon'ble High Courts of Bombay vide its Orders dated March 09, 2007. b. Appointed Date: April 01, 2006 c. Effective Date: March 21, 2007 d. Date of Allotment: May 09, 2007 e. Exchange Ratio - For every 7 (Seven) Equity Shares of Rs.10/- each held in erstwhile IRHL, 20 (Twenty) Equity shares of Re1/- each of the company have been issued. For every 47 (Forty Seven) Equity Shares of Rs.10/- each held in erstwhile GHGRL, 100 (Hundred) Equity shares of Re1/- each of the company have been issued. No new shares have been issued in respect of amalgamation of KRPL, APHL and TLEL with the company since these companies are wholly owned subsidiaries of the company 4. As per Exchange Notice No. 20070409-25 dated April 09, 2007, the transferor company viz. Indian Resort Hotels Ltd. has fixed "Record Date" as April 25, 2007 for giving effect to the Scheme and accordingly, trading in the shares of the said transferor company was stopped with effect from April 18, 2007 5. The company's financial year ends on 31st March. (As per BSE Notice dated on 14/06/2007)
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