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1. 2013 ____ Companies Act 1956 en oe S Date of completion of despatch of notice alc ne with 21 Postal Ballot February 2013 fesceeeettenetanasinnithsenteenshetat esa et in A S Gnau eit onal og EA TEI EE TANE E AEE coeds wos oceans acne mari 6 Date of commencement of voting e voting 22nd me meade ssroas apearen posreadn stares soe s booe ssmenwmmntsonnnscetestapien searoveumezea se enas 7 Publication of notice in newspapers for postal rs 20nd process February 2013 Last da ite for receiving Postal Ballot papers by the f Eon 9 Last date for submission of the Report by ia ca tutinizer and returning the Postal Ballot papers March 2 egister and other related papers io the o Company Secretary by the scrutinizer TO Date of declaration of results of the Postal Balin Ss t CS March 20013 1 Date of signing of the Minutes Book by the Chairman _ Oy in which the results of postal ballot is recorded March 20K Doa 12 4 Publication of results in ne wspapers 29 March 2013 FOR HOTEL LEELAVENTURE LIMITED ae Bae A oe as RACED FPP EES e PONSA RG Bad TR Ee Ya2. approve ratify and confirm the corporate debt restructuring scheme in relation to the Company s debts To consider and if thought fit to pass the following Resolution as Special Resolution RESOLVED THAT subject to the applicable provisions of the Act and all other applicable laws including any statutory modification s or re enactment thereof for the time being in force and in accordance with the provisions of the Memorandum and Articles of Association of Hotel Leelaventure Limited the Company listing agreements entered into with stock exchanges on which the shares of the Company are listed the applicable rules notifications guidelines issued by the Government of India the Reserve Bank of India and any other regulatory authority including but not limited to Securities and Exchange Board of India SEBI and subject to approvals permissions sanctions and consents as may be necessary from the regulatory and other appropriate authorities the Corporate Debt Restructuring Empowered Group the CDR EG the Reserve Bank of India Government of India etc the members hereby authorize approve ratify and confirm the corporate debt restructuring scheme the CDR Package as approved by the CDR EG vide letter of approval dated September 25 2012 CDR LOA issued by Corporate Debt Restructuring Cell to lenders whose loans are being restructured under the CDR Package the CDR Lenders and the Company and impleme
3. voting is optional The instructions to the Members for e voting are as under a In case of Members receiving e mail from NSDL i Open e mail and open PDF file viz Hotel Leela e Voting pdf with your Client ID or Folio No as password The said PDF file contains your user ID and password for e voting Please note that this password is an initial password ii Launch internet browser by typing the URL https www evoting nsdl com iii Click on Shareholder Login iv Put user ID and password as initial password noted in step i above Click Login v Password Change Menu appears Change the password with new password of your choice with minimum 8 digits characters or combination thereof Note the new password Please do not share your password with any other person vi Home page of e Voting opens Click on e Voting Active Voting Cycles vii Select EVEN of Hotel Leelaventure Limited viii Now you are ready for e Voting as Cast Vote page opens ix Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted 10 11 12 13 14 15 16 x Upon confirmation the message Vote cast successfully will be displayed xi Once you have voted on the Resolution you will not be allowed to modify your vote xii Institutional Members i e other than individuals HUF NRI etc are required to send a scanned copy
4. Form Members who have received the Postal Ballot Notice by e mail and wish to vote through physical Postal Ballot Form can download the Postal Ballot Form from the link www evoting nsdl com or www theleela com or seek a duplicate Postal Ballot Form from the Registrar amp Transfer Agent Sharepro Services India Pvt Limited 13 AB Samhita Warehousing Complex 2nd floor Off Andheri Kurla Road Sakinaka Telephone Exchange Sakinaka Andheri East Mumbai 400 072 or Company Secretary Hotel Leelaventure Limited The Leela Sahar Mumbai 400 059 fill in the details and send the same to the Scrutinizer The envelopes containing the Postal Ballot Form including from those Members who have requested for the duplicate Forms should reach the Scrutinizer not later than the close of business hours on Saturday the 23rd March 2013 The Postal Ballot Forms received after this date will be treated as if the reply from the Member has not been received Kindly note that the Members can opt for only one mode of voting i e either by physical ballot or e voting If you are opting for e voting then do not vote by physical ballot and vice versa However in case Members cast their vote by physical ballot as well as by e voting then voting done through a valid physical ballot shall prevail and voting done by e voting shall be treated as invalid Members desiring to exercise their vote by physical Postal Ballot are requested to carefully read the instructions pr
5. Le THE LEELA PALACES HOTELS RESORTS February 16 2013 The Department of Corporate Services The Listing Department BSE Limited National Stock Excnange of India Limited 1st floor Rotunda Building Exchange Plaza Bandra Kurla Complex B S Marg Fort Mumbai 400 001 Bandra E Mumbai 400 051 Fax No 22722037 39 41 61 3121 3719 Fax No 2659 8237 38 stock Code 500193 HOTEL LEELA Dear Sir Sub Submission of Postal Ballot Notice amp Calendar of Events Kindly refer to our letter dated 7t February 2013 intimating approval of the Board for conducting a postal ballot under Section 192A of the Companies Act 1956 read with Companies Passing of Resolution by Postal Ballot Rules 2011 to seek approval of the shareholders for i approval ratification and confirmation of the corporate debt restructuring CDR scheme as approved by the Corporate Debt Restructuring Empowered Group the CDR EG and ii authorizing the issuance and allotment of equity shares to the CDR lenders Security Trustee Monitoring Institution if the CDR Lenders Security Trustee exercise their right in future to convert the loans into equity shares in terms of the CDR Package and the Master Restructuring Agreement dated September 28 2012 in terms of Clause 31 of the Listing Agreement we enclose herewith 3 copies of the Postal Ballot Notice which is being despatched to the shareholders of the Company The Company has also provided additionally e
6. PDF JPG Format of the relevant Board Resolution Authority letter etc together with attested specimen signature of the persons who are duly authorized to vote to the Scrutinizer through e mail to vsundaramfcs hotmail com with a copy marked to evoting nsdl co in xiii You may contact NSDL on 022 2499 4600 for any further details on e Voting In case of Members receiving Postal Ballot Form by post i Initial password is provided in the table given in the Postal Ballot Form ii Please follow all steps from SI No ii to SI No xii above to cast your vote Members are requested to carefully read the instructions and in case of any queries you may refer to the Frequently Asked Questions FAQs for Members and the e Voting User Manual for Members available in the downloads section of www evoting nsdl com If you are already registered with NSDL for e voting then you can use your existing user ID and password for casting your vote You can also update your mobile number and e mail id in the user profile details of the folio which may be used for sending future communication s Click on to the Resolution File Link if you wish to view the entire Postal Ballot Notice Members whose IDs are registered with the Company for receipt of documents in electronic mode under the Green Initiative of the Ministry of Corporate Affairs are being sent Notice of Postal Ballot by e mail and others are sent by post along with the Postal Ballot
7. ad been issued However due to depressed equity market the FCCBs did not get fully converted to equity and the Company had to redeem the said FCCBs The Company had a debt of about Rs 4250 Crores as on 1st January 2012 The Company also made efforts to raise further equity but could not succeed due to the depressed equity market The global recession and the Mumbai terror attacks adversely affected the Average Room Rates and Occupancies of our Hotels as well and consequently the revenue from Hotels is much lower than what was forecast at the time of investment in the new hotels Under the circumstances the Company applied for restructuring of its debts under the CDR Scheme through SBI in February 2012 with 1st January 2012 as the cut off date The Company has received the approval of CDR EG vide letter of approval dated 25th September 2012 The Company has executed the Master Restructuring Agreement dated September 28 2012 the MRA with the CDR Lenders in furtherance of the CDR package besides various other related documents as envisaged under the MRA The scheme inter alia includes restructuring of repayment schedule reduction adjustment in interest rates pooling of securities pledge of shares by promoters and corporate guarantee of a Promoter Group Company In terms of the CDR Package the Promoters are required to pledge their entire unencumbered shareholding in the Company subject to minimum of 51 of their shareholding with t
8. dance with the relevant provisions of the Memorandum and Articles of Association of the Company the listing agreements entered into by the Company with the respective stock exchanges where the equity shares of the Company are listed and all other concerned and relevant authorities from time to time to the extent applicable and subject to such approvals of relevant statutory governmental authorities as may be required the consent authority and approval of the Members be and is hereby accorded to allot in terms of the CDR Package equity shares of face value of Rs 2 Rupees Two each to the CDR Lenders Security Trustee Monitoring Institution together with their successors and assigns upon the exercise of the right of the CDR Lenders Security Trustee Monitoring Institutions to convert certain outstanding credit facilities granted by the CDR Lenders listed below including interest at the applicable interest rate outstanding and to be accrued thereon in accordance with the Master Restructuring Agreement dated September 28 2012 CDR Lenders Export Import Bank of India State Bank of Bikaner and Jaipur IDBI Bank Limited RESOLVED FURTHER THAT the equity shares to be issued and allotted upon conversion on preferential basis as aforesaid shall rank pari passu in all respects with the then existing equity shares of the Company RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts deeds matters and things as may be conside
9. er the Act and rules made thereunder The above resolutions proposed to be passed by way of a postal ballot shall also be deemed to be an authorization by the shareholders of the Company i of the CDR Package and ii of the allotment of equity shares to the CDR Lenders Security Trustee Monitoring Institution upon conversion of the outstanding loans into such equity shares in accordance with the MRA under the provisions of Section 81 1A of the Act The above proposals are in the best interest of the Company and your directors recommend the resolutions None of the Directors is in anyway concerned or interested in the resolution Your Directors recommend the resolutions for your approval By Order of the Board of Directors For Hotel Leelaventure Limited Dinesh Kalani Company Secretary Registered Office The Leela Sahar Mumbai 400 059 Date 7th February 2013 PALACES HOTELS RESORTS HOTEL LEELAVENTURE LIMITED Sr Calendar of Events for Postal Ballot Date 1 Date on which consent given by the scrutinizer to act 7 Feb wary i as scrutinizer 2018 2 Date of resolution of the Board authorising one of the 7 February _ Directors and the Company Secretary to be responsible 2013 fOr the entire Postal Ballot process ee Seana 3 Date of appointment of Scrutinizer 7 February 2013 4 Date of approval of Calendar of Events and Postal 7 Febi wary Ballot Notice and Form under Section 192A of the
10. he CDR lenders As the promoters have already pledged a part of their shareholding with the other lenders from whom they have borrowed they have pledged the remaining shares in favour of the CDR lenders Security Trustee The pledge in favour of the CDR Lenders Security Trustee may go up further as and when their pledge in favour of other lenders gets released In the event of default the CDR Lenders Security Trustee would have a right to invoke the pledge The CDR Lenders Security Trustee Monitoring Institution also have a right to convert whole or part of the loan into equity in accordance with the MRA Such invocation of pledge and conversion of loan into equity will tantamount to an acquisition which in turn may trigger an open offer upon fulfillment of the conditions stipulated in Regulation 3 and 4 of the SEBI Takeover Code The CDR Lenders Security Trustee Monitoring Institution can claim an exemption to making a public announcement of an open offer under Regulation 10 2 of the Takeover Code if a such an open offer has been triggered under Regulation 3 of the Takeover Code b if they acquire shares pursuant to a corporate debt restructuring and the scheme of such corporate debt restructuring has been authorized by a special resolution of the shareholders of the target company and c no change in control of the Company occurs Accordingly the Company proposes to seek the approval of the shareholders through a postal ballot as prescribed und
11. inted on the Postal Ballot Form and return the Postal Ballot Form duly completed and signed in the enclosed self addressed Business Reply Envelope to the Scrutinizer The postage cost will be borne by the Company However envelopes containing Postal Ballot if sent by courier or registered speed post at the expense of the Member will also be accepted Voting rights shall be reckoned on the paid up value of Shares registered in the name of the Members as on Friday the 8th February 2013 The voting period commences on Friday the 22nd February 2013 and ends on the close of business hours on Saturday the 23rd March 2013 The e voting module shall also be disabled by NSDL for voting thereafter The Scrutinizer will submit his report to the Chairman or the Company Secretary of the Company after completion of the scrutiny of the Postal Ballot Forms The result of the Postal Ballot will be announced at the Registered Office of the Company situated at The Leela Sahar Mumbai 400 059 at 4 30 pm on Thursday the 28th March 2013 The result of the Postal Ballot will be displayed at the Registered Office of the Company and posted on the Company s website www theleela com and communicated to the stock exchanges where the Company s shares are listed The result of the Postal Ballot will be published in one English newspaper and one Marathi newspaper In the event the Resolution is assented to by the requisite majority of Members by means of Postal Ballot
12. ntation of the CDR Package on the basis of the terms set out in the CDR LOA for inter alia restructuring of the existing debt facilities availed by the Company from the CDR Lenders including revised interest and principal payment schedules sale of specified assets issuance of equity shares or any other securities to the CDR Lenders and or conversion of loans into equity shares of the Company in terms of CDR LOA or as may be stipulated by CDR EG in the course of implementation of the CDR Package and also discuss negotiate and finalise the terms of restructuring of debt of non CDR lenders as may be agreed between the respective parties and execution of necessary documents for the same To approve the issuance of equity shares to CDR Lenders Security Trustee Monitoring Institution upon exercising their right to convert loans into equity shares in future To consider and if thought fit to pass the following Resolution as Special Resolution RESOLVED THAT subject to the provisions of Section 81 1A of the Companies Act 1956 the Act and other applicable provisions if any of the Act the regulations guidelines if any issued prescribed by the Government of India SEBI including the provisions of Chapter VII and other applicable provisions of the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations 2009 as amended the SEBI Regulations and the Reserve Bank of India and in accor
13. red necessary or expedient for giving effect to the above resolution By Order of the Board of Directors For Hotel Leelaventure Limited Dinesh Kalani Company Secretary Registered Office The Leela Sahar Mumbai 400 059 Date 7th February 2013 NOTES 1 The Explanatory Statement pursuant to Sections 173 and 192A of the Companies Act 1956 the Act setting out the material facts and reasons in respect of the proposed Resolutions are annexed hereto 2 The Notice is being sent to all the Members by post and electronically by e mail to those Members whose e mail ID are available with the Company whose names appear on the Register of Members List of Beneficial Owners received from National Securities Depository Limited NSDL Central Depository Services India Limited CDSL as on Friday the 8th February 2013 Postal Ballot shall not be exercised by a Proxy 4 The Company has in accordance with Rule 6 of the Rules appointed Mr V Sundaram Practicing Company Secretary as a Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner 5 In compliance with the provisions of Section 192A of the Act read with the Rules and the Securities and Exchange Board of India Circular No CIR CFD DIL 6 2012 dated Friday 13th July 2012 the Company offers e voting facility through NSDL as an alternate to enable the Members to cast their votes electronically instead of dispatching the Postal Ballot Form E
14. the date of declaration of the result of Postal Ballot shall be deemed to be the date of passing of the said Resolution The Board of Directors has appointed Mr Dinesh Kalani Company Secretary and Mr Krishna Deshika Director Finance amp CFO as the persons severally responsible for the entire Postal Ballot process All documents referred to in the Notice and the accompanying Explanatory Statement shall be open for inspection at the Registered Office of the Company on all working days of the Company between 10 30 a m to 12 30 p m up to the date of the closure of the Postal Ballot ANNEXURE TO NOTICE EXPLANATORY STATEMENT Explanatory Statement pursuant to Section 173 2 of the Companies Act 1956 Item No 1 amp 2 To authorize approve ratify and confirm the corporate debt restructuring scheme in relation to the Company s debts and approve the issuance of equity shares to CDR Lenders Security Trustee Monitoring Institution upon exercising their right to convert loans into equity shares in future The Company has built super luxury hotels in Udaipur Delhi and Chennai with a total cost of about Rs 3 500 Crores Further the Company has also invested about Rs 350 Crores in land in Pune Hyderabad Bangalore Agra and Ashtamudi and about Rs 150 Crores for a business park in Chennai These investments were planned to be funded by a combination of equity and debt and accordingly FCCBs of about USD 100 million and Euro 60 million h
15. voting facility to the shareholders through the electronic platform provided by NSDL The Calendar of Events is also enclosed Please take the above documents on record Thanking you Yours faithfully For Hotel Leelaventure Limited Company Secretary Encl As above Reqd Office HOTEL LEELAVENTURE LIMITED The Leela Mumbai Sahar Mumbai 400059 India Tel 91 22 6691 1234 Fax 91 22 6691 1212 www theleela com The Leela Palaces Hotels and Resorts New Delhi Bangalore Chennai Mumbai Gurgaon Udaipur Goa and Kovalam Upcoming Hotels Jaipur 2012 Agra 2015 and Lake Ashtamudi 2015 HOTEL LEELAVENTURE LIMITED Registered Office The Leela Sahar Mumbai 400 059 POSTAL BALLOT NOTICE Pursuant to Section 192A of the Companies Act 1956 Dear Member s Notice is hereby given pursuant to Section 192A 2 of the Companies Act 1956 the Act read with the Companies passing of the resolution by postal ballot Rules 2011 the Rules to the members of the Hotel Leelavanture Limited that the resolutions appended below are proposed to be passed by way of Postal Ballot Members consent is requested for the proposals contained in the said Resolutions The Resolutions and the Explanatory Statement pertaining to the said Resolutions setting out the material facts and the reasons therefor is annexed hereto along with a Postal Ballot form the Form for your consideration Resolutions 1 To authorize
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