Indian Hotels Board approves amalgamation of group companies

Indian Hotels Company Ltd has announced 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.

Source : Equity Bulls

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