Indian Resort Board approves amalgamation with Indian Hotels

Indian Resort Hotels 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 the entire business and undertaking of the Company into The Indian Hotels Company Ltd in terms of a scheme of amalgamation under section 391 - 394 of the Companies Act 1956.

The proposed scheme of amalgamation provides for the amalgamation of each of the Company, Gateway Hotels And Getaway Resorts Ltd, Kuteeram Resorts Pvt Ltd, Asia Pacific Hotels Ltd and Taj Lands End Ltd (each, an "Amalgamating Company" and collectively the "Amalgamating Companies") into The Indian Hotels Company Ltd ("IHCL").

The proposed scheme of amalgamation provides that upon its sanction, the merger will take effect from April 01, 2006 or such other date as may be mutually agreed by the Board of Directors of the Amalgamating Companies and IHCL (the "Appointed Date"). All assets, liabilities and obligations of the Company as per the scheme of amalgamation will vest in IHCL with effect from the Appointed Date.

The Board of Directors of the Company also approved the share entitlement ratio of 2 ordinary shares in IHCL 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 each member in the Company. All shares held by IHCL in the Company shall stand cancelled and no shares shall be issued to IHCL pursuant to the scheme of amalgamation.

The share exchange ratio has been arrived at after taking into account the recommendation of the valuers viz. M/s. S B Billimoria & Co., and M/s. N M Raiji & Co., Chartered Accountancy firms. Whilst the face value of the equity shares of IHCL is currently Rs 10/- each, pursuant to the resolution passed by postal ballot dated September 21, 2006, the shareholders of IHCL have approved the sub-division of 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 IHCL. The sub-division of ordinary shares of IHCL shall be completed prior to the effectiveness of the scheme. Accordingly, the share entitlement ratios on the Scheme becoming effective would be as follows:

20 ordinary shares in IHCL 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 each member in the Company.

The above is subject to requisite approvals including the Boards of Directors of IHCL and the other Amalgamating Companies, 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 Goa, Panaji and the High Court of Karnataka.

Source : Equity Bulls

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