Asian Hotels Ltd has informed BSE that the equity shareholders, secured creditors & unsecured creditors of the Company at its separate Court Convened Meeting held on January 07, 2008, have approved the Scheme of Arrangement and De-merger between the Company, Chillwinds Hotels Ltd & Vardhman Hotels Ltd, with requisite majority. Asian Hotels Ltd has informed BSE regarding the Scheme of Arrangement and De-merger between Asian Hotels Ltd, Chillwinds Hotels Ltd and Vardhman Hotels Ltd (the Scheme), as under: 'The equity shareholders, secured creditors and unsecured creditors of Asian Hotels Ltd in their respective meetings convened pursuant to the Order dated November 14, 2007, of the Hon'ble High Court of Delhi, held on January 07, 2008, had considered and approved the proposed Scheme of Arrangement and De-merger between Asian Hotels Ltd (the Transferor Company), Chillwinds Hotels Ltd (the Transferee Company-I) and Vardhman Hotels Ltd (the Transferee Company-II) with requisite majority in terms of section 391(2) of the Companies Act, 1956. In pursuance thereof, the Transferor Company and the Transferee Companies filed a joint petition being Company Petition No. 16 of 2008 connected with Company Application (M) No. 153 of 2007, under Section 391-394 of the Companies Act, 1956. The said petition came up for hearing on February 29, 2008, and after taking the material on record, the Hon'ble Court was pleased to grant its sanction to the Scheme. However, on receipt of the certified copy of the verbal Order dated February 29, 2008 on April 01, 2008, we realised that certain typographical mistakes have inadvertently crept in the said Order, which were very crucial to the Scheme, and accordingly, the Transferor Company and the Transferee Companies jointly moved an application (CA No. 382/2008 in CP No. 16 of 2008) under Rule 9 of the Companies (Court) Rules, 1959 read with Sections 151 and 152 of the Code of Civil Procedure, 1908 for correction / modification of the Order dated February 29, 2008. Simultaneously, the Transferor Company and the Transferee Companies also moved an application (CA NO. 383 of 2008 in CP NO. 16 of 2008) under Section 392 of the Companies Act, 1956 read with Rules 6 and 9 of the Companies (Court) Rules, 1959 for modification of first paragraph of Clause 5.3.1, and Clause 6.12 of the Scheme. Both the applications were heard on April 07, 2008. During the hearing held on April 07, 2008, the Hon'ble Court was pleased to allow the application (CA No. 382/2008 in CP No. 16 of 2008) for correction / modification of the Order dated February 29, 2008 and listed the application for modification of the Scheme for April 09, 2008. Certified copy of the Order dated April 07, 2008, issued by the Hon'ble Court on May 05, 2008. The Hon'ble Court heard the application (CA No. 383 of 2008 in CP No. 16 of 2008) for modification of the Scheme on April 09, 2008 and allowed the modification of the Scheme, as prayed. Certified copy of the Order dated April 09, 2008, issued by the Hon'ble Court on May 05, 2008. Accordingly, first paragraph of Clause 5.3.1, and Clause 6.12 stands modified as under: 5.3.1 Consent of the shareholders of AHL shall be deemed to be sufficient authority for the issuance of 63,14,815 1% fully convertible preference shares of Rs 10/- each ('FCPS') at a premium of Rs 530/- per preference share, i.e. at an issue price of Rs 540/- each by AHL for an aggregate amount of Rs 3,41,00,00,100/- between the date of receipt of the formal drawn up and sanction order in Form 42 of the Companies (Court) Rules, 1959, or the date of receipt of the approval of the Government of West Bengal for vesting of the leasehold property belonging to the Kolkata Undertaking to the Transferee Company- II, whichever is later and the Effective Date, without any further act or deed, hindrance or let, or any encumbrance or restraint; on the condition that these FCPS shall be issued by AHL between the first 15 days of the later of the two events - i.e. receipt of the formal drawn up and sanction order in Form 42 of the Companies (Court) Rules, 1959 or the date of receipt of the approval of the Government of West Bengal for vesting of the leasehold property belonging to the Kolkata Undertaking to the Transferee Company- II, and the Effective Date. 6.12 This Scheme shall become effective on the 16th day from the receipt of approval of the West Bengal Government for vesting of the leasehold property belonging to the Kolkata Undertaking, or the date on which the certified copy of the orders of the Hon'ble High Court sanctioning this Scheme is filed by AHL, Transferee Company-I and Transferee Company-II with the Registrar of Companies, National Capital Territory of Delhi and Haryana, whichever is later. Such date shall be known as the 'Effective Date'.' (As per BSE Announcement Website dated on 12/05/2008) With reference to the earlier announcement dated May 12, 2008, Asian Hotels Ltd has informed BSE regarding the Scheme of Arrangement and De-merger between Asian Hotels Ltd, Chillwinds Hotels Ltd and Vardhman Hotels Ltd (the Scheme) as under: 'Clause 6.12 of the sanctioned Scheme, which states that the Scheme shall become effective on the 16th day from the receipt of approval of the West Bengal Government for vesting of the leasehold property belonging to the Kolkata Undertaking, or the date on which the certified copy of the orders of the Hon'ble High Court sanctioning this Scheme is filed by Asian Hotels Ltd (AHL), Chillwinds Hotels Ltd (Transferee Company-I) and Vardhman Hotels Ltd (Transferee Company-II) with the Registrar of Companies, National Capital Territory of Delhi and Haryana, whichever is later. Though the Company as well as the Transferee Company -I and Transferee Company-II have filed the certified copy of the orders sanctioning the Scheme with the Registrar of Companies, National Capital Territory of Delhi and Haryana, we still await the approval of the Government of West Bengal for vesting of the leasehold property belonging to the Kolkata Undertaking. In view of the above, the 'Effective Date' in terms of Clause 6.12 of the Scheme has not been determined so far, and accordingly, the Scheme has yet to take effect. We will inform you as soon as the approval of the Government of West Bengal for vesting of the leasehold property belonging to the Kolkata Undertaking, is received by us, and accordingly, also the date on which the Scheme shall become effective.' (As per BSE Announcement Website dated on 27/05/2008) Asian Hotels Ltd has informed BSE that the Company is undergoing corporate restructuring under a Scheme of Arrangement and De-merger (the Scheme) in pursuance of Sections 391-394 of the Companies Act, 1956 (the Act). The Scheme is amongst Asian Hotels Ltd. (Transferor Company), its shareholders and Creditors; Chillwinds Hotels Ltd. (Transferee Company-I) and its shareholders; and Vardhman Hotels Ltd. (Transferee Company-II) and its Shareholders, whereby the Mumbai Undertaking and Kolkata Undertaking (as defined in the Scheme) would be transferred to and vested in Transferee Company-I & Transferee Company-II respectively. Therefore, the Board of Directors of the Transferor Company and the Transferee Companies in their respective meetings held on October 31, 2009, decided to amend the Scheme, and accordingly, make another joint application to the Hon'ble High Court of Delhi seeking the following amendments to the Scheme: 1) By substituting the definition of the 'Appointed Date' under Clause 1.2.1, by the following text: 'Appointed Date' means October 31, 2009.' ii) By inserting a new clause 1.2.4 in the Scheme to take care of the impact of introduction of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, replacing SEBI (Disclosure and Investor Protection) Guidelines, 2000. 1.2.4 The SEBI (Disclosure and Investor Protection) Guidelines, 2000 ('DIP Guidelines') issued by the Securities and Exchange Board of India ('SEBI') have been rescinded and replaced by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 ('ICDR Regulations') notified on August 26, 2009, circular dated September 03, 2009 issued by the SEBI and certain other notifications issued by the SEBI. Therefore, all references to DIP Guidelines, wherever appearing in the Scheme, shall now be substituted by the corresponding provisions of the ICDR Regulations and / or the applicable SEBI circulars / notifications and shall be construed in the context and reference to the ICDR Regulations. iii) By substituting the text of Clause 6.1, by the following text: 6.1 The accounts of AHL as on the Appointed Date shall be reconstructed in accordance with the terms of the Scheme. The balance sheet of Transferee Company-I and Transferee Company-II shall also be reconstructed in accordance with the terms of this Scheme. The audited segmented balance sheet of AHL, as of March 31, 2007, as adopted by the Board of Directors of AHL, describing the assets and liabilities pertaining to the Delhi Undertaking, the Mumbai Undertaking and the Kolkata Undertaking, respectively, is enclosed herewith as Schedule IV. The certified segmented undertaking-wise balance sheet of AHL as on October 31, 2009 (the Appointed Date) after giving effect to the terms of this Scheme, shall be filed with the Hon'ble Delhi High Court and also dispatched to the equity shareholders of AHL seven days prior to the date of equity shareholders' meeting, as convened under the directions of the Hon'ble Delhi High Court, to approve the amendments to the Scheme. The certified segmented undertaking-wise balance sheet as on October 31, 2009 shall be incorporated in this Scheme as Schedule-V. Further, the audited balance sheets of AHL Residual Company, Transferee Company-I and Transferee Company-II, as re-constructed in accordance with this Scheme, shall also be filed with the Hon'ble Delhi High Court along with the Schedule of Assets as prescribed in Form-42 of the Companies (Court) Rules, 1959, and the same shall be incorporated and be an integral part of this Scheme, as Schedule-VI. Such accounts shall, post the sanction of this Scheme of Arrangement and Demerger, be dispatched by AHL, Transferee Company-I and Transferee Company-II to the equity shareholders who are eligible to receive separate balance sheets from each of the respective Companies. iv) Such other consequential changes, if any, as would result because of the changes mentioned hereinabove in Clause (i) to Clause (iii). Accordingly, a joint application was made by the Transferor Company and the Transferee Companies on November 09, 2009, seeking approval of the Court to the said amendments, and also seeking its approval for the pre-ponement of the meeting of equity shareholders of the Transferor Company to be convened on December 11, 2009. In response to the above, the Hon'ble Court was pleased to accept the submissions made and directed, vide its order dated November 10, 2009, that the meeting of equity shareholders of the Transferor Company be held on December 11, 2009, to obtain shareholders' consent to the amended Scheme. (As Per BSE Announcement Website dated on 13.11.2009) Asian Hotels Ltd has informed BSE that in pursuance of Order dated November 10, 2009, of the Hon'ble High Court of Delhi, meeting of the Equity Shareholders of the Company was held today on December 11, 2009, have approved the Scheme of Arrangement and De-merger between Asian Hotels Ltd., Chillwinds Hotels Ltd. and Vardhman Hotels Ltd, with requisite majority. (As Per BSE Announcement Dated on 11/12/2009) Asian Hotels Ltd has informed BSE that the Amended Scheme of Arrangement and De-merger between Asian Hotels Ltd ('AHL' or the 'Transferor Company' or the 'Company') and its shareholders and creditors, Chillwinds Hotels Ltd ('Transferee Company-I') and its shareholders and Vardhman Hotels Ltd ('Transferee company-II') and its shareholders ('Scheme') pursuant to Sections 391-394 of the Companies Act, 1956 ('Act'), has been approved by the Hon'ble High Court of Delhi at New Delhi on January 13, 2010. Accordingly, the said court has issued the certified copy of the order in Form 42 of the Companies (Court) Rules, 1959, sanctioning the said Scheme, on January 28, 2010. The Company has submitted to BSE a copy of the booklet comprising the following: 1. Letter dated February 01, 2010, to the shareholders detailing instructions relating to their shares and resultant entitlements. 2. Joint letter to shareholders dated January 30, 2010, from Transferor Company and Transferee Companies forwarding their reconstructed Balance Sheets as at the Appointed Date. 3. Reconstructed Balance Sheet of Asian Hotels Ltd. 4. Reconstructed Balance Sheet of Chillwinds Hotels Ltd. 5. Reconstructed Balance Sheet of Vardhman Hotels Ltd. (As Per BSE Announcement Website dated on 08.02.2010) Asian Hotels Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 10, 2010, inter alia, has taken the following decisions: 1. In pursuance of Clause 5.3.1. of the Scheme of Arrangement and De-merger as sanctioned, the Board allotted 63,14,815 1% Fully Convertible Preference Shares of Rs. 10/- each for cash at a premium of Rs. 530/- each aggregating to Rs. 341,00,00,100/- to the following investors: - Fineline Holdings Ltd., Mauritius : 57,59,260 Nos. - UDT Enterprises Pty Ltd. Australia (as a nominee of Global Operations Pte Ltd., Singapore) : 5,55,555 Nos. (As Per BSE Announcement Website dated on 10.02.2010) Asian Hotels Ltd has informed BSE that the Board of Directors of the Company in its meeting held on January 16, 2010, had discussed the possibility of the Scheme becoming effective prior to the forthcoming annual general meeting and its impact on the proposed dividend. Since, post demerger the paid-up Equity Share Capital of the Company has effectively been reduced to one half of the paid-up Equity Share Capital prior to the effectiveness of the Scheme, aggregate amount provided for as proposed dividend would now be payable on the reduced paid-up equity capital, post demerger. In short, the impact of the said resolution is that the proposed dividend will now work out to Rs. 2/- per share on the post-demerger reconstructed equity capital comprising 1,14,01,782 shares of Rs. 10/- each. (As Per BSE Announcement Dated on 16/02/2010) Asian Hotels Ltd has informed BSE regarding entitlement of shareholders in pursuance of Scheme of Arrangement and Demerger between Asian Hotels Ltd, Chillwinds Hotels Ltd and Vardhman Hotels Ltd. (As Per BSE Announcement Website dated on 18.02.2010) SUB. :- Scheme of Arrangement of Asian Hotels Ltd. (Scrip Code 500023) Trading Members of the Exchange are hereby informed that, Asian Hotels Ltd. has fixed the Book Closure for the purpose of determining entitlement to the shareholders of the company pursuant to the Scheme of Arrangement of the company and payment of dividend. Trading members are advised not to deal in the equity shares of the company with effect from the under mentioned date. COMPANY NAME CODE Asian Hotels Ltd. (500023) BOOK CLOSURE 26/02/2010 to 19/03/2010 PURPOSE Payment of Dividend and Scheme of Arrangement & Reorganisation of Capital: 1. Demerger of the Hotel Undertaking at Mumbai of Asian Hotels Ltd. (AHL) and its vesting in Chillwinds Hotels Ltd.(CHL) 2. Demerger of the Hotel Undertaking at Kolkata of Asian Hotels Ltd. and its vesting in Vardhman Hotels Ltd. (VHL) and 3. Appropriation of General Reserves of Asian Hotesl Ltd. to the extent of Rs.11,40,17,820/- to increase the deemed paid up pre-demerger share capital of the company to Rs.34,20,53,460/- Upon coming into effect of this Scheme and upon vesting and transfer of the Hotel Undertaking at Mumbai into Chillwinds Hotels Ltd. and Hotel Undertaking at Kolkata into Vardhman Hotels Ltd. AND after appropriation of General Reserves: For every 3 (THREE) equity shares of Rs.10/- each held in AHL after appropriation of General Reserves every shareholder of AHL shall be entitled to receive:- a) 1 (ONE) equity share of face value of Rs.10/- each of CHL. b) 1 (ONE) equity share of face value of Rs.10/- each of VHL and c) 1 (ONE) equity share of face value of Rs.10/- each of Asian Hotels Ltd. after Demerger and Appropriation of General Reserves. And Payment of Dividend. Hence, the existing shareholding of a shareholder of Asian Hotels Ltd. holding 100 shares pre Demerger and appropriation of general reserves is deemed to have been increased to 150 shares post Demerger and appropriation of general reserves, and thereafter shall be entitled to receive the following in lieu thereof: a) 50 (FIFTY) shares of the face value of Rs.10/- each of CHL. b) 50 (FIFTY) shares of the face value of Rs.10/- each of VHL and c) 50 (FIFTY) shares of the face value of Rs.10/- each of Asian Hotels Ltd. Post Demerger and Appropriation of General Reserves. And Payment of Dividend. NO DEALINGS FROM DATE & SETT. NO. 24/02/2010 DR-223/2009- 2010 (As Per BSE Notice Dated on 18.02.2010)