Outcome of Board Meeting

Hotel Leelaventure Ltd has informed BSE that the Board of Directors of the Company at its meeting held on January 29, 2011, inter alia, has considered and approved the following:

1. Appointment of Additional Director and reappointment of Executive Directors

The Board of Directors of the Company has appointed Mr. Indur Kirpalani as an Additional Director (non- executive independent director) with effect from January 29, 2011.

The Board has also approved re-appointment of Mr. Vivek Nair, Vice Chairman & Managing Director, Mr. Dinesh Nair, Joint Managing Director and Mr. Venu Krishnan, Deputy Managing Director for a period of five years with effect from April 01, 2011, subject to approval of shareholders and other requisite approvals.

2. Scheme of Arrangement under Section 391 to 394 of the Companies Act, 1956

The Board of Directors of the Company have considered and approved the Scheme of Arrangement between Hotel Leelaventure Ltd. and Leela Lace Holdings Pvt. Ltd. and their respective shareholders (Scheme) under sections 391 to 394 and other applicable provisions of the Companies Act, 1956. The Scheme envisages the demerger of the Leasing Business of Freehold Land of Leela Lace Holdings Pvt. Ltd. into Hotel Leelaventure Ltd. with effect from April 01, 2011, subject to necessary approvals.

Share exchange ratio:

Taking into consideration the share exchange ratio recommended by BDO Consulting Pvt. Ltd., and Fairness Opinion (on the exchange ratio) provided by SBI Capital Markets Ltd. for demerger, the exchange ratio for the shareholders of Leela Lace Holdings Pvt. Ltd. has been approved by the Board of Directors as under:

1,214 (One Thousand Two Hundred and Fourteen) equity shares of Rs. 2 each of the Hotel Leelaventure Ltd. for every 100 (One Hundred) equity shares of Rs. 10 each held by the equity shareholders of the Leela Lace Holdings Pvt. Ltd. on the Record Date.

5,000 (Five thousand) redeemable preference shares of face value of Rs. 100 each of Hotel Leelaventure Ltd., credited as fully paid-up to the sole preference shareholder of Leela Lace Holdings Pvt. Ltd.

Approvals:

The Scheme is subject to requisite consent, approval of the requisite majority of the shareholders, creditors of both the companies, the Stock Exchanges, the Bombay High Court, and the permission of any other statutory or regulatory authorities, which by law may be necessary for the implementation of the Scheme.

Source : BSE - >www.bseindia.com

Published on January 31, 2011
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