At its meeting held on 25.8.04, the ITC Board approved the amalgamation of its subsidiaries ITC Hotels Ltd.

and Ansal Hotels Ltd. with itself. These two companies are presently engaged in owning/ operating / managing five star deluxe hotel properties. The Board approved the following share exchange ratios: (1) (2) 3 shares of ITC for every 25 shares of ITC Hotels.

1 share of ITC for every 150 shares of Ansal Hotels.

In determining the share exchange ratios, the Board was guided by a valuation exercise carried out by M/s. S B Billimoria and Company (SBB), assisted by its former Managing Partner, Mr Y H Malegam. ITC Ltd. holds approximately 72% of the equity share capital of ITC Hotels Ltd., and, together with ITC Hotels Ltd. holds over 90% of the equity share capital of Ansal Hotels Ltd. These holdings will stand extinguished upon amalgamation. Synergies of the proposed amalgamation will bring strategic benefits to all entities. While it will be EPSenhancing for ITC, shareholders of ITC Hotels Ltd. and Ansal Hotels Ltd. will be able to participate in a larger growth opportunity, given ITC's diversified portfolio and strong balance sheet. The proposed date for the merger is 1st April 2004. The scheme is subject to approvals by the High Courts of Calcutta and New Delhi pursuant to the provisions of Sections 391 to 394 of the Companies Act, 1956 and to such other statutory and other approvals as may be necessary. Nearly 80% of the capital employed in the hotels business is already residing in ITC's Balance Sheet. The amalgamation would facilitate better alignment of investment and incomes, besides promoting fiscal efficiencies, rationalising operating costs and facilitating clear visibility for investors of the totality of the Company's hotels business. Commenting on the Board decision, Chairman Mr Y C Deveshwar said : " It's a win-win for all stakeholders. The timing of the amalgamation is particularly appropriate as the travel and tourism industry in India is poised for rapid growth."

he Kolkata High Court has given the go ahead for the merger of ITC

Hotels with ITC. The merger will be effective from April 1, 2004. Following news of the merger approval, the ITC stock was up Rs 17.45 at Rs 1346.80 on the BSE. The hotel units are ITC Hotels Ltd and Ansal Hotels Ltd. Under the merger scheme that has been approved by the three companies, ITC Hotels' shareholders will receive three ITC shares for every 25 ITC Hotels shares that they own. Shareholders of Ansal Hotels will receive one ITC share for every 150 Ansal Hotels shares that they own.

The board of ITC Ltd approved the scheme of merger of ITC Hotels Ltd (IHL) and Ansal Hotels Ltd (AHL) with ITC Ltd at a meeting held here today. IHL and AHL are subsidiaries of ITC Ltd, and both were in the business of owning or operating or managing five star deluxe hotel properties. Two sets of share exchange ratios have been worked out for the merger. IHL shareholders will get three shares of ITC for every 25 shares held by them in ITC Hotels. AHL shareholders will get one share of ITC for every 150 shares held by them Ansal Hotels. ITC chairman Y C Deveshwar said, The timing of the amalgamation is particularly appropriate as the travel and tourism industry in India is poised for rapid growth. ITC said in a release that it determined the share exchange ratios on the basis of a valuation carried out by S B

Billimoria and Co (SBB), assisted by its former managing partner, Y H Malegam. JM Morgan Stanley acted as advisors to the issue. ITC Ltd held approximately 72 per cent of the equity share capital of IHL and together with IHL held over 90 per cent of the equity share capital of AHL. The proposed amalgamation was expected to enhance earnings per share for ITC, while shareholders of IHL and AHL will be able to participate in the larger growth opportunity presented by ITCs diversified portfolio and strong balance-sheet, the ITC media release said. The proposed date for the merger would be April 1, 2004 and the merger scheme would be subject to approvals by the High Courts of Calcutta and New Delhi under Sections 391 to 394 of the Companies Act, 1956. As nearly 80 per cent of the capital employed in the ITC group hotels business was already on ITCs balance-sheet, the merger would lead better alignment of investment and incomes, improve fiscal efficiencies, lower operating costs and attract investors to ITCs hotels business, it added. By merging IHL with itself, ITC would be bringing under one roof the four layers of hotels that it owned or managed. The layers were branded ITC Hotels for the super-premium category, WelcomGroup for the premium hotels, Fortune Park for the mid-market hotels and WelcomHeritage for the historical properties. IHL was one of the more profitable hotel companies, with profit after tax of Rs 20 crore on sales of Rs 160 crore for the year ended March 31, 2004. Its paid-up capital was Rs 30 crore, while it had Rs 194 crore in reserves. Its total assets were Rs 248 crore. ITC held 72.06 per cent in IHL as on March 2004. In comparison, the hotels segment of ITC Ltd reported revenues of Rs 257 crore and profit before tax of Rs 32 crore for the full year ended March 2004. ITC had so long been focused on building and owning properties, while IHL specialised in running and managing hotels. ITC itself owned only the newly built Sonar Bangla at Kolkata, Mughal Sheraton at Agra and Grand Maratha in Mumbai, besides the older Maurya Sheraton in Delhi and Chola Sheraton, Chennai. ITC was also building the chains second new Mumbai hotel, the Grand Central. IHLs managed a larger basket of properties, but owned only Windsor Sheraton at Bangalore and Rajputana Palace Sheraton at Jaipur. However, it had 3,065 rooms under management, through licences that covered the ITC properties as well as Kakatiya Sheraton at Hyderabad, Marriott WelcomHotel at Delhi, the Park Sheraton at Chennai and the chains Aurangabad and Vizag hotels. In all, IHL owned or managed 58 properties at 25 locations. IHL was the platform through which ITC owned and operated the Fortune Resort Bay Island at Port Blair, and 13 hotels under the Fortune Park flag. IHL also had a 50:50 joint venture with Marudhar Hotels Ltd called Maharaja Heritage Resorts, which managed 31 heritage properties under the WelcomHeritage brand. IHLs net profit stood Rs 7 crore for the first quarter ended June 2004 as against Rs 59 lakh in the corresponding period of the previous year. Total Q1 income rose 37 per cent to Rs 42 crore from Rs 31 crore. ITC chairman Y C Deveshwar had told the media recently that the company was implementing its strategic investment plans to complete the ITC Welcomgroup chain. Capital employed in the business was Rs 983 crore (30.06.2003 - Rs 960 crore), including Rs 850 crore (30.06.2003 - Rs 822 crore) relating to new hotels at Mumbai and Kolkata as well as capital work in progress in respect of the second hotel under construction in Mumbai. ITC however had to book a holding cost in respect of Hotel Searock which was the subject matter of a legal dispute.

The Mumbai Grand Central was expected to open by end-2004. A renovation and product upgradation was underway at the ITC Maurya Sheraton, New Delhi. Currently, nine of the ITC-Welcomgroup hotels were marketed world-wide by the Sheraton Corporation, a part of Starwood Hotels & Resorts.

1981 - Incorporated in 1981 to set up and operate 5-star hotels, Hotel Leela Venture entered into a collaboration with Penta Hotels, UK, which was subsequently transferred to Kempinski Hotels, a European chain of 5-star deluxe hotels, owned by Lufthansa, the German airline. The Company entered into collaboration agreement with Penta Hotels Ltd. (Penta) for a period of 10 years for sales, marketing & technical know-how. - Penta also agreed to provide full marketing support to the hotel including selling of the hotel by the 3 airline partners of Penta viz. Lufthansa, Swissair & British Airways. - 20,02,939 shares to promoters, etc. and 4,27,580 shares without payment in cash to Lela Scotish Lace Pvt. Ltd. in January/February 1985, 20,69,481 shares were issued at par out of which 70,000 shares to NRI promoters for cash and 99,481 shares to C.K. Kutty (NRI) without payment in cash were reserved and allotted. - Out of the remaining 19,00,000 shares, 6,50,000 shares to NRIs on repatriation basis and 38,000 shares to business associates of the Company were reserved and allotted on a preferential basis. The balance 12,12,000 shares were offered for public subscription during February 1985 (all were taken up). 1986 - The company set up its first 5-star deluxe hotel, Leela Penta, in Bombay in 1986. It was renamed Leela Kempinski in 1988, following the change in its marketing and sales tie-up. It undertook an expansion of its hotel in Bombay by constructing a tower block comprising an additional 172 rooms, including suites. Simultaneously, it also undertook the construction of a new 5-star deluxe resort at Goa which was part-financed by a rights issue in Sep.'91. Consequent on the enhancement of facilities and upgradation of standards, aggregate cost escalated and the financing for the project had to be revised due to which the company came out with a rights NCDs issue with detachable warrants aggregating Rs 49.09 crores in 1995. - 45,00,000 rights equity shares issued at par in prop. 1:1 during July/August. 1987 - The hotel de-linked itself with Penta & entered into technical, Sales, and Marketing agreement with Kempinski, hotel S-A Switzerland, a part of the Lufthanas Chains of hotel. - The Company undertook to set up a 5-star Deluxe Airport Hotel of international standards. - In view of the large scope for occupancy at the International Airport and in view of the acute shortage of hotel guest room, it was decided to increase the number of guest rooms

from 205 to 282. It was also decided to add a large banquet hall and conference rooms to the facilities. - The hotel was assigned a 5 star deluxe status during the year. In recognition of this rating, the collaborators, Penta Hotels, Ltd. assigned the technical sales and marketing agreement in favour of Kempinski hotels, S.A., Switzerland, both groups being in the Lufthansa system of hotels. - The Leela Bombay, was conferred by the Government of India, Department of Tourism, the highest honour in the hospitality industry viz. the National Tourism Award for 1997-98 for outstanding performance in the five star deluxe category hotels in India. 1988 - It was proposed to expand the existing capacity by addition of another 192 rooms. - With effect from 15th October, the name of the hotel was changed to `The Leela Kempinski Bombay' in view of the assignment of the franchise agreement to Kempinski hotels from Penta hotels. - 28,00,000 No. of equity shares issued at par to Lela Scottish Lace Ltd. in conversion of their unsecured loans. - The Leela Palace, Goa has started its operation in Sep, 1998. The hotel has been upgraded to a world class beach resort and has been acclaimed as one of the finest resorts in the world. 1989 - During August, the Company offered 9,00,000-14% secured redeemable non-convertible debentures of Rs 100 each on `rights basis' in the proportion 1 deb.: 10 equity shares held. Only 10,429 debentures were taken up. The remaining 8,89,571 debentures devolved on the underwriters. - These debentures were to be redeemed at a premium of Rs 5 per debenture in three equal annual instalments of Rs 35 each on the expiry of 7th, 8th and 9th year from the date of allotment of debentures. - During August, 59,00,000 Rights shares issued at par in prop. 1:2. Additional 8,85,000 shares were allotted to retain oversubscription. Simultaneously, another 2,95,000 shares were issued at par to employees but only 500 shares taken up. The balance 2,94,500 shares were allowed to lapse. 1991 - In Sept. 92,92,750 rights shares issued at par in prop. 1:2. Additional 13,93,912 shares were allotted to retain oversubscription. Another 4,64,630 shares offered at par to employees but only 7,650 shares taken up. Out of the remaining 4,56,980 shares 4,50,000 shares taken up by financial institutions and the balance allowed to lapse.

1992 - The Company proposed to add 43 guest rooms at the Leela Beach, Goa. During the year, the Company concluded negotiations for purchase of a plot of land adjoining the hotel property at Mumbai for the construction of a new deluxe all suite hotel consisting of about 200 suites. 1993 - The Company commissioned 60 new rooms at the Leela Beach, Goa and set up a mini golf course of 9 holes. - The Hotel has opened a spectacular entertainment outlet, viz., `Cyclone-The Club'. 1994 - The Company had issued Warrants to its promoters including friends and associates on preferential basis. On conversion of the said Warrants, on 9th November, 30 lakh equity share were allotted at a premium of Rs 128.14 per share. - A MOU was entered into with Four Seasons Hotels & Resorts a international chain of hotels to operate the Leela Palace Bombay at Andheri Kurla Road. 1995 - The company proposed to enter into business of full fledged money changers and allied activities. 1996 - The Company allotted 30,00,000 CCP of Rs 100 each. - The Leela Beach Goa underwent upgradation and refurbishment as per recommendations of Four Season Hotels & Resorts which would be marketing and operating the resort. - The Company also initiated steps to set up a `5' star deluxe hotel at Bangalore with Four Seasons Hotels & Resorts. - The Company entered into a management agreement with Four Season Hotels, Canada, for management of Company's hotels and resorts at Mumbai, Goa and Bangalore. - The Company proposed to change its object clause which, the Company was authorised to carry on the business of power generation and allied activities and dealing in foreign Exchange and to act as money changers. - 1,00,000 - 16% CCP of Rs 100 and 29,00,000 - 17% CCP of Rs 100 issued on private placement basis.

1997 - The company undertook to set up a beach resort consisting of 300 villas at Goa. Technical services and sales and marketing agreement was signed with Kempinski hotels S.A. for the project. - Hotel Leela Venture Limited, incorporated in 1981, to set up and operate 5-star hotels, entered into a collaboration with Penta Hotels of UK which was subsequently transferred to Kempinski Hotels, a European chain of 5-star deluxe hotels, owned by Lufthansa, the German airline. - The company set up its first 5-star deluxe hotel, Leela Penta, in Mumbai in 1986. - Hotel Leelaventure had signed a 30 year lease agreement with AAI in February 1996 for 11,000 sq mts of land for expansion of its hotel by 150 rooms. - HLV will be setting up hotels in the five star deluxe category at Bangalore, Delhi, Mumbai and Goa. - The company has also set up a subsidiary company, Leela Hotels Ltd., which will promote two greenfield projects. 1998 - Investment Information and Credit Rating Agency (ICRA) has placed the non-convertible debenture and fixed deposit programmes of Hotel Leelaventure Ltd. under rating watch. - The company's Rs 49.1-crore fixed deposit (FD) programme with a current rating of MAA minus has also suffered the same fate. 1999 - The five star hotel project has been undertaken by the 100 per cent subsidiary of Leela Hotels Ltd (LHL) on a controversial plot the same plot was allotted earlier to MS Shoes East Ltd. - Leela Hotels Ltd, a subsidiary of Hotel Leelventure Ltd, was awarded an interim relief the Delhi High Court after Leela sought legal redressal. - Leelaventure is spreading its wings and has set eyes to build a hotel in the scenic backwaters of Kerala. - The lease agreement with LSLL makes it paramount for the company to get a commercial complex built on the land with an area of 15,000 square meters. 2000 - The Company has allotted balance 80,47,4000 No. of equity shares to the promoters of the company viz., Leela Scottish Lace Ltd.

- The Company appointed a Dr. K. U. Mada as the Director and Mr Venu Krishnana as an Executive Director effective from 29th January. - Mr. M. Narasimhan has resigned as the Director effective from September 20. - The Company issued 15630000 Equity shares of Rs 10/- each at a premium of Rs 21 per share to the promoters of the Company, M/s Leela Scottish Lace Limited on 6th April, 2000 on fully paid basis. 2001 - Hotel Leelaventure is setting up a five-star deluxe resort property in the Kannur district of Kerala state. The 100-room property would be developed by its wholly-owned subsidiary, Vision Hotels, and would be completed by the end of 2001. The 300-room Bangalore fivestar hotel had a soft launch on 15th July, 2001. In the first phase , 77 guest rooms are expected to be in commercial operation from August, 2001 and the rest of the rooms with full compliment of facilities are expected to be progressively completed by the end of 2001. - During the year 2001, the company also formed an arrangement for a joint venture to develop a large commercial complex on the land of Andheri-Kurla road, Mumbai. 2002 -Dr. Gunter resigns as director of the company -Board approves the proposal for amalgamation/merger of Leela Hotels witn Hotel Leelaventure 2003 -Ties up with General Hotel Management (GHM) Singapore, the holding company of Aman Resorts, for its Goa property -Board approves voluntary delisting from Ahmedabad, Bangalore, Cochin, Delhi and Mangalore Stock Exchanges -Board approves allotment of Non Cumulative Redeemable Preference Shares (NCRPS) of Rs 317.50 million to the Holding Company, Leela Scottish Lace Pvt Ltd. 2004 - Delisting of the equity shares of the Company from Ahmedabad, Bangalore, Cochin, Delhi and Mangalore Stock Exchanges. 2006 -Hotel Leela Venture Ltd. has appointed Mr. V.L. Ganesh as the Chief Financial Officer of the Company with effect from November 01, 2006.

ITC acquires 4.62% in Hotel Leelaventure from Russell Credit; ups stake to 12.88% New Delhi: India's cigarette-to-hotels major ITC Ltd has acquired a 4.62% stake from its subsidiary Russell Credit Ltd in hospitality industry major Hotel Leelaventure Ltd, a regulatory statement said. With the acquisition, ITC's stake in the company has increased to 12.88% from the existing 8.26%, Hotel Leelaventure said in a filing to the Bombay Stock Exchange (BSE) Thursday. Post the buyout, Russell Credit's shareholding in Hotel Leelaventure has come down to 0.61% from 5.23% earlier. ITC bought more than 17.9 million shares from Russell Credit through an off-market transaction on February 9, 2011, as per the statement. ITC Ltd's fiscal third quarter (Oct-December) standalone net profit rose by over 22% to over Rs 17 billion from Rs 13.89 billion in the same quarter a year ago, helped by prices increases of its products. Shares of ITC closed at Rs 205.30, up 0.71%, on the BSE today.