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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.”

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”.”

Asian Hotels Ltd has informed BSE that the Committee of Directors (CoD) of the Company at its meeting held on February 27, 2008, had made an allotment of 1,00,00,000 (one crore) 1% Cumulative Redeemable Non-convertible Preference Shares of Rs 10/- each at a premium of Rs 80/- per preference share (NCPS) aggregating to Rs 90,00,00,000/- (Rupees Ninety Crores only) to Magus Estates and Hotels Ltd on a preferential allotment basis, in furtherance of the resolution approved by the shareholders in the Extra-ordinary General Meeting held June 25, 2007. These shares rank pari-passu with the existing NCPS issued by the Company during the financial year.