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The Indian Hotels Company Limited

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LETTER OF OFFER Dated February 27, 2008 For Equity Shareholders of the Company only THE INDIAN HOTELS COMPANY LIMITED (Incorporated as a public limited company on April 1, 1902 under the Indian Companies Act VI of 1882) Registered Office: Mandlik House, Mandlik Road, Mumbai 400 001 Tel No: (91 22) 6639 5515 Fax No: (91 22) 2202 7442 Contact Person: Mr. Surender Sharma, Manager - Legal and Secretarial: Compliance Officer Email: [email protected] Website: www.tajhotels.com FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY ONLY LETTER OF OFFER SIMULTANEOUS BUT UNLINKED ISSUE OF 120,570,299 EQUITY SHARES OF RE. 1 EACH AT A PREMIUM OF RS. 69 PER EQUITY SHARE AGGREGATING RS. 8,439.92 MILLION TO THE EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF 1 EQUITY SHARES FOR EVERY 5 EQUITY SHARES HELD ON THE RECORD DATE I.E. FEBRUARY 28, 2008 AND 60,285,150, 6% NON CONVERTIBLE DEBENTURES ("NCDs") OF RS. 100 EACH WITH DETACHABLE WARRANTS IN THE RATIO OF 1 NCD WITH DETACHABLE WARRANT FOR EVERY 10 EQUITY SHARES HELD ON THE RECORD DATE ("ISSUE"). THE ISSUE PRICE FOR EQUITY SHARES IS 70 TIMES OF THE FACE VALUE OF THE EQUITY SHARE. THE ISSUE OF EQUITY SHARES AND NCDs WITH DETACHABLE WARRANTS PRIOR TO CONVERSION WOULD AGGREGATE TO Rs. 14,468.44 MILLION. TOTAL ISSUE OF EQUITY SHARES AND NCDs WITH DETACHABLE WARRANTS ASSUMING FULL CONVERSION OF DETACHABLE WARRANTS INTO EQUITY SHARES DURING THE WARRANT CONVERSION PERIOD AT WARRANT EXERCISE PRICE WOULD AGGREGATE Rs. 23,511.21 MILLION GENERAL RISKS Investments in equity and equity related securities involve a high degree of risk and Investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in relation to this Issue. For taking an investment decision, Investors must rely on their own examination of the Issuer and the Issue including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of this document. Investors are advised to refer to "Risk Factors" on page xii of this Letter of Offer before making an investment in this Issue. ISSUER'S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in this Letter of Offer is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other material facts, the omission of which makes this Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING The NCDs with detachable Warrants being offered through this Letter of Offer have been rated by: ICRA as "LAA+" (pronounced L double A plus) (indicating high credit quality rating) and by: CARE as AA+ (pronounced Double A Plus) (indicating high safety for timely servicing of debt obligations). LISTING The existing Equity Shares of the Company are listed on The Bombay Stock Exchange Limited ("BSE") and The National Stock Exchange of India Limited ("NSE"). The Company has received "in-principle" approvals from BSE and NSE for listing the Equity Shares, NCDs and Warrants arising from this Issue vide letters dated October 5, 2007 and October 22, 2007 respectively. For the purposes of the Issue, the Designated Stock Exchange shall be BSE. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE JM Financial Consultants Private Limited Intime Spectrum Registry Limited 141, Maker Chambers III, Nariman Point, C 13, Pannalal Silk Mills Compound, Mumbai 400 021, India LBS Marg, Bhandup (West), Mumbai 400 078 Tel: (91 22) 6630 3030 Fax: (91 22) 2204 7185 Tel: (91 22) 2596 0320 Fax: (91 22) 2596 0329 Email: [email protected] Email: [email protected] Website: www.jmfinancial.in Website: www.intimespectrum.com Contact Person: Ms. Poonam Karande Contact Person: Ms. Awani Thakkar SEBI Regn. No. INM 000010361 SEBI Regn. No. INR 000003761 ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR REQUEST FOR ISSUE CLOSES ON SPLIT APPLICATION FORMS March 14, 2008 March 31, 2008 April 15, 2008 TABLE OF CONTENTS ABBREVIATIONS & TEC ..................................................................................................................... VII RISK FACTORS ...................................................................................................................................... XII THE ISSUE................................................................................................................................................... 1 SUMMARY FINANCIAL AND OPERATIONAL INFORMATION..................................................... 2 GENERAL INFORMATION...................................................................................................................... 8 CAPITAL STRUCTURE .......................................................................................................................... 13 OBJECTS OF THE ISSUE ....................................................................................................................... 25 BASIS FOR ISSUE PRICE ....................................................................................................................... 34 STATEMENT OF TAX BENEFITS ........................................................................................................ 37 INDUSTRY OVERVIEW.......................................................................................................................... 44 BUSINESS................................................................................................................................................... 57 REGULATIONS AND POLICIES........................................................................................................... 86 HISTORY AND CERTAIN CORPORATE MATTERS........................................................................ 91 DIVIDENDS.............................................................................................................................................. 104 MANAGEMENT...................................................................................................................................... 105 PROMOTER ............................................................................................................................................ 119 GROUP COMPANIES ............................................................................................................................ 124 SUBSIDIARIES........................................................................................................................................ 141 JOINT VENTURES COMPANIES........................................................................................................162 RELATED PARTY TRANSACTIONS ................................................................................................. 172 AUDITOR’S REPORT............................................................................................................................ 177 STOCK MARKET DATA FOR EQUITY SHARES OF THE COMPANY ...................................... 254 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................................................................................................ 256 MATERIAL DEVELOPMENTS............................................................................................................ 278 DESCRIPTION OF CERTAIN INDEBTEDNESS............................................................................... 281 OUTSTANDING LITIGATION AND DEFAULTS............................................................................. 283 GOVERNMENT APPROVALS ............................................................................................................. 327 STATUTORY AND OTHER INFORMATION.................................................................................... 331 TERMS OF THE PRESENT ISSUE......................................................................................................345 MAIN PROVISIONS OF ARTICLES OF ASSOCIATION................................................................ 371 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION............................................. 387 DECLARATION...................................................................................................................................... 388 OVERSEAS SHAREHOLDERS The distribution of this Letter of Offer and the issue of Equity Shares and Non-Convertible Debentures with a Warrant (the “Securities”) on a rights basis to persons in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Persons into whose possession this Letter of Offer may come are required to inform themselves about and observe such restrictions. The Company is making this Issue of Securities on a rights basis to the shareholders of the Company and will dispatch the Letter of Offer/Abridged Letter of Offer and CAFs to shareholders who have an Indian address. No action has been or will be taken to permit this
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    ࠗࡦ࠼ડᬺߩࠣࡠ࡯ࡃ࡞ᚢ⇛ ᐕ᦬ᣣ ᣣᧄ⾏ᤃᝄ⥝ᯏ᭴㧔ࠫࠚ࠻ࡠ㧕 ᶏᄖ⺞ᩏㇱ 1 ߪߓ߼ߦ ㄭᐕࠗࡦ࠼ડᬺߩࠢࡠࠬࡏ࡯࠳࡯M&A ߇ᵴ⊒ൻߒߡ޿߹ߔޕ2007 ᐕߩ࠲࠲࡮ࠬ࠴࡯࡞ ߦࠃࠆࠦ࡯࡜ࠬ࡮ࠣ࡞࡯ࡊ⾈෼ޔ2006 ᐕߩ࠼ࠢ࠲࡯࡮࡟࠺ࠖ࡯࡮࡜ࡏ࡜࠻࡝࡯࠭ߦࠃࠆࡌ ࡯࠲ࡈࠔ࡯ࡓ⾈෼ߥߤ߇⸥ᙘߦᣂߒ޿ߣߎࠈߢߔޕߎࠇࠄߩࡔࠟ࠺ࠖ࡯࡞એᄖߦ߽ήᢙߩ M&A ߇ⴕࠊࠇߡ߅ࠅޔࠗࡦ࠼ડᬺߪࠣࡠ࡯ࡃ࡞ൻࠍㅴ߼ޔޟࠗࡦ࠼ᄙ࿖☋ડᬺޠߣߥࠅߟ ߟ޽ࠅ߹ߔޕߎࠇࠄࠗࡦ࠼ડᬺߪ᦭ᦸߥࡄ࡯࠻࠽࡯ߦޔ޽ࠆ޿ߪᚻߏࠊ޿┹੎⋧ᚻߦߥࠅ ߃߹ߔޕᧄ⺞ᩏߩ⋡⊛ߪޔߎ߁ߒߚਥⷐࠗࡦ࠼ડᬺߩၮᧄᖱႎ߿ߘߩᶏᄖᚢ⇛ࠍᢛℂߔࠆ ߎߣߢޔᣣᧄડᬺߩෳ⠨ߣߥࠆ⾗ᢱࠍឭଏߔࠆߎߣߦ޽ࠅ߹ߔޕ ߹ߚޔࠫࠚ࠻ࡠߢߪޔ೎ㅜޔ☨࿖ડᬺߩࠗࡦ࠼ะߌࠝࡈ࡚ࠪࠕ࡝ࡦࠣ⺞ᩏࠍታᣉߒߡ޿ ߹ߔޕᧄ⺞ᩏߪޔߎࠇߣ㑐ㅪߒߡޔࠗࡦ࠼߳ߩࠝࡈ࡚ࠪࠕ࡝ࡦࠣޔ․ߦ⍮⼂㓸⚂⊛ߥᬺോ ࠍኻ⽎ߣߔࠆ࠽࡟࠶ࠫ࡮ࡊࡠ࠮ࠬ࡮ࠕ࠙࠻࠰࡯ࠪࡦࠣ㧔KPO㧕ࠍ⥄りߢታ〣ߒޔߘߩ⚿ᨐ ࠍࠝࡈ࡚ࠪࠕ࡝ࡦࠣ⺞ᩏႎ๔ᦠߦᵴ߆ߔࠃ߁ߦ⸘↹ߒߚ߽ߩߢ߽޽ࠅ߹ߔޕౕ૕⊛ߦߪޔ ࠫࠚ࠻ࡠߪ⺞ᩏߩડ↹߅ࠃ߮ࡊࡠࠫࠚࠢ࠻࡮ࡑࡀࠫࡔࡦ࠻ߩߺࠍⴕ޿ޔ⃻࿾ߢߩ⺞ᩏߪో 㕙⊛ߦࠗࡦ࠼ߩ⺞ᩏડᬺࠗࡃ࡝ࡘࠨ࡯ࡉߦࠕ࠙࠻࠰࡯ࠬߒ߹ߒߚޕ ޟࠗࡦ࠼ડᬺߩᶏᄖᚢ⇛ޠ⺞ᩏࡊࡠࠫࠚࠢ࠻ߩ-21ࡢ࡯ࠢࡈࡠ࡯ ട╩䊶ୃᱜ ᦨ⚳ႎ๔ᦠ䈱ฃข ᦨ⚳ႎ๔ᦠ䈱⚊౉ ᦨ⚳ ਇ᣿ὐ䈱᣿⏕ൻ ႎ๔ ᦨ⚳⏕⹺ ⠡⸶ቢੌ ⋙⸶䇮⸶䈮䈧䈇䈩 ੑ㊀䉼䉢䉾䉪 䊐䉞䊷䊄䊋䉾䉪 ౝኈ䈱᣿⏕ൻ ౝኈ䈱ਇ᣿ὐ䉕⏕⹺ ⠡⸶ ᣣᧄ⺆⠡⸶ ⠡⸶㐿ᆎ䉕ᜰ␜ ⠡⸶䉕㐿ᆎ 㐿ᆎ䉕ᜰ␜ ⧷ᢥ䈪䈱 ᦨ⚳ႎ๔ ⧷ᢥਛ㑆ႎ๔ ⧷ᢥ䈪䈱 䈱䊐䉞䊷䊄䊋䉾䉪䇮 ਛ㑆ႎ๔ ਇ᣿ὐ䈱᣿⏕ൻ ⺞ᩏ ታᣉ ⺞ᩏታᣉ 䊒䊨䉳䉢䉪䊃䊶 䊙䊈䊷䉳䊞䊷 ⺞ᩏ⸳⸘วᗧ 䊶⺞ᩏ⸳⸘䈱ឭ᩺ 䉝䊅䊥䉴䊃 䊶ⷐઙቯ⟵䈱⏕⹺ ⸘↹ 䊶䊒䊨䉳䉢䉪䊃䊶䉼䊷䊛 䊶⺞ᩏડ↹┙᩺ 䇭䈱ㆬቯ 䊶ⷐઙቯ⟵ ⠡⸶ᜂᒰ 䉳䉢䊃䊨䋨᧲੩䋩 䉟䊋䊥䊠䉰䊷䊑㩿䊆䊠䊷䊂䊥䊷䋩 䉟䊋䊥䊠䉰䊷䊑䋨਄ᶏ䋩 2 ࠝࡈ࡚ࠪࠕ࡝ࡦࠣታ〣ߩᚑᨐߪޔޟࠗࡦ࠼ࠝࡈ࡚ࠪࠕ࡝ࡦࠣޠ㧔ࠫࠚ࠻ࡠೀ㧕ࠍߏⷩߊ ߛߐ޿ޕ߹ߚޔࠫࠚ࠻ࡠߩ࠙ࠚࡉࠨࠗ࠻㧔ർ☨ߩ⺞ᩏ࡟ࡐ࡯࠻㧦 http://www.jetro.go.jp/biz/world/n_america/reports/㧕ߦޔᧄ⺞ᩏߩ⧷⺆ ႎ๔ᦠࠍឝタߒߡ ߅ࠅ߹ߔޕ ᧄᦠߪޔࠗࡃ࡝ࡘࠨ࡯ࡉ␠߆ࠄฃ㗔ߒߚႎ๔ᦠߦޔࠫࠚ࠻ࡠߦߡട╩ୃᱜࠍട߃ߡ߅ࠅ ߹ߔ߇ޔౝኈߩᱜ⏕ᕈߦߟ޿ߡߪޔၮᧄ⊛ߦᆔ⸤ߒߚࠗࡦ࠼ߩ⺞ᩏડᬺࠗࡃ࡝ࡘࠨ࡯ࡉߩ ⺞ᩏ⢻ജߦଐߞߡ޿߹ߔޕ ߹ߚޔᧄᦠࠍߏⷩ޿ߚߛߊߦ޽ߚߞߡߪޔԘᧄᢥਛߢ૶↪ߒߡ޿ࠆ࠺࡯࠲߿੐ታ㑐ଥߪ ା㗬ߢ߈ࠆߣᕁࠊࠇࠆฦ⒳ᖱႎߦၮߠ޿ߡ޿ࠆ߽ߩߩޔߘߩᱜ⏕ᕈޔቢోᕈߦߟ޿ߡޔࠫ ࠚ࠻ࡠޔࠗࡃ࡝ࡘࠨ࡯ࡉߣ߽଻⸽ࠍߔࠆ߽ߩߢߪߥ޿ߎߣޔԙࠫࠚ࠻ࡠߪᧄႎ๔ߩ⺰ᣦߣ ৻⥌ߒߥ޿ઁߩ⾗ᢱࠍ⊒ⴕߒߡ޿ࠆޔ޽ࠆ޿ߪ੹ᓟ⊒ⴕߔࠆ႐ว߽޽ࠆߎߣޔԚᧄႎ๔ߪ ⺒⠪ߩᣇޘ߳ߩᖱႎឭଏࠍ⋡⊛ߣߒߚ߽ߩߢ޽ࠅޔ․ቯߩᛩ⾗್ᢿࠍଦߔ߽ߩߢߪߥߊޔ ႎ๔ᦠߩౝኈࠍෳ⠨ߦߒߡⴕࠊࠇߚ⚻ᷣⴕὑߩ⚿ᨐߦኻߒߡࠫࠚ࠻ࡠ߅ࠃ߮ࠗࡃ࡝ࡘࠨ࡯ ࡉߪ⽿છࠍ⽶ࠊߥ޿ߎߣޔߦߟ޿ߡޔߏੌ⸃߅㗿޿⥌ߒ߹ߔޕ ᧄᦠ߇⥝㓉ߒᆎ߼ߚࠗࡦ࠼ડᬺ߳ߩℂ⸃ࠍᷓ߼ࠃ߁ߣߐࠇࠆࡆࠫࡀࠬ࡮ࡄ࡯ࠬࡦࠍߪߓ ߼ޔߏ㑐ᔃࠍ㗂޿ߚᣇߦޔዋߒߢ߽߅ᓎߦ┙ߡ߫ᐘ޿ߢߔޕ ᣣᧄ⾏ᤃᝄ⥝ᯏ᭴ ᶏᄖ⺞ᩏㇱ ࡊࡠࠫࠚࠢ࠻ᜂᒰ⠪৻ⷩ ᣣᧄ⾏ᤃᝄ⥝ᯏ᭴ ᶏᄖ⺞ᩏㇱ ർ☨⺖㧔ડ↹࡮ో૕⛔᜝㧕 ડ↹࡮✬㓸㧦 ㋈ᧁ⵨᣿ ᣣᧄ஥ࡊࡠࠫࠚࠢ࠻࡮ࡑࡀ࡯ࠫࡖ࡯㧦 ↰ਛિ᣽ ⋙⸶㧦 㒙ㇱᄙᤋሶ ࠗࡃ࡝ࡘࠨ࡯ࡉ ࠗࡦ࠼࡮࠴࡯ࡓ㧔⺞ᩏᜂᒰ㧕 ࡊ࡟ࠫࠚࠢ࠻⛔᜝㧦 ࠕࠪࡘࠪࡘ࡮ࠣࡊ࠲㧔Ashish Gupta㧕 ࠗࡦ࠼஥ࡊࡠࠫࠚࠢ࠻࡮ࡑࡀ࡯ࠫࡖ࡯㧦 ࠕࠫࠚࠗ࡮ࡧࠔࠪࡘ࠾࡯㧔Ajay Varshney㧕 ⺞ᩏᜂᒰ㧦 ࠕࡆ࠽ࡉ࡮ࡊࡠࡅ࠻㧔Abhinav Purohit㧕 ⺞ᩏᜂᒰ㧦 ࠕࠞࠪࡘ࡮ࠢࡑ࡯࡞࡮ࠫࠚࠗࡦ㧔Akash Kumar Jain㧕 ⺞ᩏᜂᒰ㧦 ࠕࡒ࠲࡮ࠞ࡞࡜㧔Amita Kalra㧕 ਛ࿖࡮࠴࡯ࡓ 㧔⠡⸶ᜂᒰ㧕 ⠡⸶૞ᬺ⛔᜝㧦ࠛ࠼ࡢ࡯࠼࡮A࡮ࠕ࠳ࡓࠬࠠ࡯㧔Edward A.
  • Annual Report 2006-2007

    Annual Report 2006-2007

    TITAN INDUSTRIES 23rd Annual Report 2006-2007 Twenty-third annual report 2006-07 BOARD OF DIRECTORS Shaktikanta Das (Chairman) Bhaskar Bhat (Managing Director) Farrokh Kavarana Ishaat Hussain N. N. Tata S. Ramasundaram T. S.Surendranath (upto 26.02.2007) Sunil Paliwal (from 26.02.2007) S.Susai T. K.Balaji C.G.KrishnadasNair A. C. Mukherji (upto 18.10.2006) Nihal Kaviratne (from 28.09.2006) Vinita Bali (from 18.10.2006) COMPANY SECRETARY Usha lyengar AUDITORS A. F. Ferguson & Co. (Chartered Accountants) BANKERS Canara Bank Bank of Baroda Hongkong Bank CONTENTS Standard Chartered Bank Oriental Bank of Commerce Notice. Union Bank of India Indian Bank Directors' Report 7 Management Discussion & Analysis 15 REGISTERED OFFICE Corporate Governance Report 22 3, SIPCOT Industrial Complex, Auditors' Report 38 Hosur635 126 Balance Sheet 42 Profit & Loss Account 43 SHARE DEPARTMENT Cash Flow Statement 44 TSR Darashaw LtdL Schedules & Notes to Accounts 45 (formerly Tata Share Registry Limited) Unit: Titan Industries Ltd., Interest in Subsidiaries 69 6-10, Haji Moosa Patrawala Industrial Estate, Consolidated Accounts 71 20, Dr. E Moses Road, Mahalaxmi, Mumbai400011 Financial Statistics 94 Titan Industries is a TATA Enterprise in association with Tamilnadu Industrial Development Corporation TITAN INDUSTRIES Titan Industries Limited Notice The Twenty-third Annual General Meeting of Titan Industries Limited will be held at the Registered Office of the Company, at 3 SIPCOT Industrial Complex, Hosur 635 126, on Friday, 27th July, 2007 at 3.30 p.m. to transact the following business: 1) To receive and adopt the Director's Report and Audited Profit and Loss Account for the year ended 31st March, 2007 and the Balance Sheet as at that date together with the report of the Auditors thereon.
  • Chapter-I Introduction

    Chapter-I Introduction

    CHAPTER-I INTRODUCTION 1 INTRODUCTION Tata Group Type Private Industry Conglomerate Founded 1868 Founder(s) Jamsetji Tata Bombay,house Headquarters Mumbai, India Area served Worldwide RatanTata Key people (Chairman) Steel Automobiles Telecommunications Products Software Hotels Consumer goods 2 Revenue 319,534 crore (US$69.34 billion) Profit 8,240 crore (US$1.79 billion) Total assets US$ 52.8 billion (2009-10) Employees 396,517 (2009-10) TataSteel TataSteelEurope TataMotors TataConsultancyServices TataTechnologies TataTea Subsidiaries TitanIndustries TataPower TataCommunications TataTeleservices TataAutoCompSystemsLimited Taj Hotels Website Tata.com Tata Group Companies CMC · Tata BP Solar · Tata Coffee · Tata Chemicals · Tata Consultancy Services · Tata Elxsi · Tata Interactive Systems · Tata Motors · Tata Steel · Tata Power · Tata India-basedTea · Tata Communications · Tata Technologies Limited · Tata Teleservices · Titan Industries · Tata Voltas · The Indian Hotels Company · Trent (Westside) · Cromā 3 Brunner Mond · Jaguar Land Rover (Jaguar Cars · Land Other Rover) · Tata Daewoo Commercial Vehicle · Tata Steel Europe · Tetley · VSNL International Canada Ginger · Good Earth Teas · Tanishq · Taj Hotels · I-shakti · Tata Salt · Brands Tata Sky · Tata Indicom · Tata DoCoMo · Titan · Westside · Voltas · Virgin Mobile India Notable Jamsetji Tata · Ratanji Dadabhoy · Dorabji Tata · Nowroji People Saklatwala · J. R. D. Tata · Ratan Tata · Pallonji Mistry Bombay House is the head office of Tata Group The Tata Group is an Indian multinational conglomerate company headquartered in the Bombay House in Mumbai, India. In terms of market capitalization and revenues, Tata Group is the largest private corporate group in India. It has interests in chemicals, steel, automobiles, information technology, communication, power, beverages, and hospitality. The Tata Group has operations in more than 80 countries across six continents and its companies export products and services to 80 nations.