letter of offer - securities and exchange board … · l the persons deemed to be acting in concert...

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LETTER OF OFFERNote: This document is important and requires your immediate attention.

This Letter of Offer is being sent to you as a shareholder of Bharat Hotels Limited If you require any clarificationabout the action to be taken, you may consult your stockbroker or your investment consultant, otherwise youcan also contact the Manager to the Offer/Acquirer. If you have sold your shares in Bharat Hotels Limited pleasehand over this document and the accompanying Form of Acceptance cum Acknowledgement and Transfer Deedto the Member of the Stock Exchange ( as defined) through whom the sale was effected.

CASH OFFER at an offer price of Rs. 28.00 per Fully Paid-up Equity Share

Pursuant to the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 1997 and subsequent amendments thereto

TO ACQUIRE21,44,931 equity shares comprising of 15,44,929 existing equity shares ("Shares") and 6,00,002underlying equity shares standing against Global Depository Receipts (GDRs) of Rs. 10/- each,representing 9.70% of the total paid up Equity Capital ( equity shares carrying voting rights+ underlyingequity shares against (GDRs ) from the existing shareholders

OF

BHARAT HOTELS LIMITEDHaving its registered office at - Barakhamba Lane, New Delhi - 110001.

Telephone No.3709000,3411001 Fax No.3412233BY

DEEKSHA HOLDING LIMITED, the Acquirerhaving its registered office at 401, World Trade Tower, Barakhamba Lane, New Delhi - 110 001.

Telephone No.3411001 Fax No 3413790

l The persons deemed to be acting in concert with the acquirer of the above offer are Mr. Lalit Suri, Mr.Ramesh Suri, Ms. Jyotsna Suri, Ms. Ritu Suri, Ms. Deeksha Suri, Mr.Keshav Suri, Responsible Builders PvtLtd, Jyotsna Holding Pvt. Ltd., Premium Exports Ltd, M/s Premium Holdings Ltd, Mercantile Capital &Financial Services Ltd, Mrs. Raj Kumari Nanda and Tikka Hanuwant Singh.

l The Offer is not subject to any minimum level of acceptances from the shareholders.l The Offer is subject to the approval of the Reserve Bank of India under the Foreign Exchange Management

Act, 1999 as may be required for acquiring shares tendered, if any, by non-resident Indian and Foreignshareholders. The Acquirer would make the requisite application to RBI to obtain permission under FEMA toacquire their shares.

l To the best of Acquirers' knowledge there are no other statutory approvals required as on date hereof, otherthan the one indicated above.

l Shareholders who have accepted the offer by tendering the requisite documents, in terms of thePublic Announcement/Letter of offer, cannot withdraw the same.

l THE PROCEDURE FOR ACCEPTANCE IS SET OUT IN PARAGRAPH 9. FORM OF ACCEPTANCE CUMACKNOWLEDGEMENT AND TRANSFER DEED (S) ARE ENCLOSED WITH THIS LETTER OF OFFER. ACOPY OF PUBLIC ANNOUNCEMENT AND LETTER OF OFFER (INCLUDING FORM OF ACCEPTANCECUM ACKNOWLEDGEMENT) IS ALSO AVAILABLE ON SEBI'S WEB SITE ( www.sebi.gov.in )

Manager To The Offer Registrar To The Offer

P N VIJAY FINANCIAL SERVICES (P) LIMITED MAS Services Pvt Ltd908, Kailash Building,Kasturba Gandhi Marg, AB-4 Safdurjung Enclave,New Delhi-110001, India New Delhi-110029Telephone: (011) 3350838 / 839 Telephone: 6104142,6104326Fax: (11) 3350840 Fax: 6181081Contact Person: Mr. Amit Sharma Contact Person : Mr. N.K.RastogiEmail: [email protected] Email: - [email protected]

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ACTIVITY SCHEDULE

Original Schedule Revised Schedule

Public Announcement Date Friday, 30th August 2002 Friday, 30th August 2002

Specified Date Monday, 30th September 2002 Monday, 30th September 2002

Date of despatch of Letter of Offer Monday, 14th October 2002 Thursday, 21st November 2002

Offer Opening Date Thursday, 17th October 2002 Monday, 25th November 2002

Offer Closing Date Saturday, 16th November 2002 Tuesday, 24th December 2002

Date by which the acceptance/rejection would be intimated andthe corresponding payment for Saturday, 7th December 2002 Saturday, 11th January 2003the acquired shares and /or theshare certificatefor the rejected shares will bedispatched

Note:

1) Duly Signed Application and Transfer Deed(s) together with share certificate(s) should be dispatched byRegistered Post / Courier or hand delivered to the Registrar to the Offer at above address to arrive notlater than 5.00 p.m. on24th December 2002

2) In case of any delay in payment beyond 11th January 2003 to the shareholders who have offered theirshares before the closure of the Offer i.e.24th December 2002 (Tuesday), interest @ 10% p.a. will be paidon the Offer Price for the delayed period.

INDEX

Sr. No. SUBJECT PAGE NO.

1. Disclaimer Clause 3-4

2. Details of the Offer 4-6

3. Background of Deeksha Holdings Limited (Acquirer) & Person Acting in Concert 6-14

4. Delisting of Shares 15

5 Background of Bharat Hotels Limited (Target Company) 15-18

6. Object of the offer 19

7. Offer Price and Financial Arrangement 19-22

8. Terms & Conditions of offer 22-23

9. Procedure for Acceptance and settlement of the Offer 23-25

10. Documents for inspection 25

11. Declaration by Deeksha Holdings Limited (Acquirer) 26

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DEFINITIONS

The following definitions apply through this document, unless the context requires otherwise :

"Acquirer" or "DHL" means DEEKSHA HOLDINGS LIMITED

"Company" or "Bharat Hotels" means · BHARAT HOTELS LIMITED

"GDR" means Global Depository Receipts.

"Manager" or "Manager to the Offer" means P N VIJAY FINANCIAL SERVICES PRIVATE LIMITED;

"Offer" means the offer being made by DHL to shareholders of Bharat Hotels Limited as set out in this Letter ofOffer.

"Offer Document" means this Letter of Offer;

"Offer Price" means Rs.28.00 (Rupees Twenty Eight) per fully paid up (Rs. 10.00 paid up) equity share of BharatHotel Limited.

"Persons deemed to be acting in concert or PACs" within the meaning of Regulation 2 of SEBI (SAST) Regulationsmeans the following persons: Mr. Lalit Suri, Mr. Ramesh Suri, Ms. Jyotsna Suri, Ms. Ritu Suri, Ms. DeekshaSuri, Mr.Keshav Suri, Responsible Builders Pvt Ltd, Jyotsna Holding Pvt. Ltd., Premium Exports Ltd. M/sPremium Holdings Ltd, Mercantile Capital & Financial Services Ltd, Mrs. Raj Kumari Nanda and Tikka HanuwantSingh.

"Public Announcement" means announcement of the Offer dated August 30, 2002.

"SEBI" means Securities & Exchange Board of India;

"SEBI (SAST) Regulations "means Securities & Exchange Board of India (Substantial Acquisition of Shares &Takeovers) Regulations, 1997 and subsequent amendments thereto;

"Specified Date" means September 30, 2002.

"Stock Exchanges" means each of The Mumbai Stock Exchange BSE, Mumbai, National Stock ExchangeNSE, and Delhi Stock Exchange DSE.

ATTENTION:

If, due to non-receipt of requisite statutory approvals, the Acquirer is unable to make the payment to theshareholders who have accepted the Offer within 30 days of the date of closure of the Offer, SEBI may, ifsatisfied that non-receipt of requisite statutory approvals was not due to any willful default or neglect of theAcquirer or the failure of the Acquirer to diligently pursue the applications for such approvals, grant extension oftime for the purpose, subject to the Acquirer agreeing to pay interest to the shareholders for delay beyond 30days, as may be specified by SEBI from time to time.

The Acquirer will not be responsible for any delay in payment, or non-payment or diminution of value, if any, onaccount of non-receipt or delay in receipt of permissions and/or approvals from appropriate Governmental andRegulatory authorities unless such delay or non-payment or diminution of value, if any, is directly attributable towillful default, neglect, act or omission to act on the part of the Acquirer.

1. DISCLAIMER CLAUSE

IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITHSEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEENCLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEENSUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE

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DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE INCONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THESHAREHOLDERS OF BHARAT HOTELS LIMITED TO TAKE AN INFORMED DECISION WITHREGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FORFINANCIAL SOUNDNESS OF THE ACQUIRER OR THE COMPANY WHOSE SHARES ISPROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADEOR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLYUNDERSTOOD THAT WHILE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THECORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THISLETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCETO ENSURE THAT ACQUIRER DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. INTHIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER P N VIJAYFINANCIAL SERVICES PRIVATE LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATEDATED 12-09- 2002 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITIONOF SHARES AND TAKEOVERS) REGULATIONS 1997 AND SUBSEQUENT AMENDMENTSTHERETO. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THEACQUIRER FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCESAS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.

2. DETAILS OF THE OFFER

2.1 Background of the Offer

2.1.1. DHL is making an Offer to acquire 21,44,931 fully paid up equity shares of Rs. 10/- each, comprising of15,44,929 existing equity shares ("Shares") and 6,00,002 underlying equity shares standing againstGlobal Depository Receipts (GDRs) of Rs. 10/- each, representing 9.70% of the total paid up EquityCapital (equity shares carrying voting rights+ underlying equity shares against (GDRs) from the existingshareholders of Bharat Hotels at an offer price of Rs.28/- (Rupees Twenty-eight only) per fully paid upequity share payable in cash, subject to what is stated hereinafter.

2.1.2. As on the date of coming into force of the Regulations, the Acquirers and PAC's had held 1,71,21,738number of shares representing 91.72% of the equity capital carrying voting rights (excluding underlyingshares against GDRs). The holding of the Acquirer and PACs has remained unchanged at 1,71,21,738number of shares representing 91.72% of the voting capital of Bharat Hotels. DHL the acquirer holds94,70,233 numbers of shares representing 50.73% and persons deemed to be acting in concert hold76,51,505 numbers of shares representing 40.99 % of the total equity having voting rights of BharatHotels (excluding the underlying shares against the GDR's outstanding). The other shareholders holdthe Balance 15,44,929 numbers of shares representing 8.28% of the voting capital viz FIIs, NRI's,Banks, Mutual Funds, Corporate Bodies and Indian Public.

2.1.3. The total number of GDRs issued by Bharat Hotel are 17,33,333 GDRs representing 34,66,666 underlyingequity shares. M/s Premium Holdings Limited (a company registered in Isle Of Man, Channel Island(U.K)), a wholly owned subsidiary of Deeksha Holding Limited and a person deemed to be acting inconcert hold 14,33,332 number of GDRs representing 82.69% of the GDRs issued. Premium HoldingsLimited has acquired the GDRs during period from 29th April 2002 to 1st May 2002, at an average priceof U.S $ 0.8763 per GDR - equivalent to Rs.21.37 per underlying share. GDRs have not been convertedinto equity shares. 3,00,001 number GDRs, representing 600002 number of underlying equity shares areheld by persons other than Premium Holdings Ltd a person acting in concert.

2.1.4. The total share capital of Bharat Hotels (equity capital + underlying shares against the outstandingGDRs) is equal to 2,21,33,333 number of equity shares. DHL the acquirer along with the Persons deemedto be acting in concert hold 1,71,21,738 number equity shares carrying voting right and 28,66,664number underlying equity shares against the GDRs which in aggregate represents 90.30% of the totalshare capital (after considering the underlying equity shares against the outstanding GDRs). The balance

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21,44,931 number of shares representing 9.70% of the total share capital are held by the other shareholdersand GDR Holders other than Acquirer and PACs in respect of underlying equity shares.

2.1.5 The Acquirer, its' directors and the deemed PAC have not acquired equity shares of Bharat Hotels(except GDRs) in the last twelve months.

2.1.6 There would be no change in control / management of Bharat Hotels as the Acquirers / persons incontrol of Acquirer companies / PACs already have control / management of Bharat Hotels.

2.1.7 The Acquirers / PACs (the Directors where they are companies) and the target company have not beenprohibited by SEBI from dealing in securities, in terms of directions issued under section 11B of theSecurities and Exchange Board of India Act, 1992 or under any other regulations made under theSecurities and Exchange Board of India Act, 1992.

2.1.8 As of now no change in the Directors representing Acquirers is proposed in the Board of Directors ofBharat Hotels, after the offer.

2.1.9 The voting rights of the Acquirers as a result of this offer shall go up to 100% if the offer is accepted infull.

2.1.10 The paid up share capital and the voting rights of shareholders in Bharat Hotels are different, as theunderlying equity shares against GDRs do not carry voting rights until converted into equity shares.

2.2 Details of the proposed Offer

2.2.1. The Public Announcement dated August 30, 2002 was made in the following newspapers, in accordancewith Regulation 15 of the SEBI (SAST) Regulations and a corrigendum to the Public Announcement waspublished in the same news papers on18th November, 2002.

Publications Edition

The Financial Express New Delhi, and Mumbai

Jansatta Delhi

Business Standard New Delhi.

Public announcement and the corrigendum to the announcement is also available on the SEBIwebsite at www.sebi.gov.in

2.2.2. A voluntary offer to the shareholders of Bharat Hotels is being made by the acquirer to acquire 15,44,929fully paid up equity shares and 6,00,002 underlying equity shares standing against the GDRs ofRs. 10/- each, of Bharat Hotels at an offer price of Rs.28/- (Rupees Twenty-eight only) per equity sharepayable in cash.

2.2.3. The voluntary offer for acquisition of shares represent 9.70% of the equity share capital of Bharat Hotels.

2.2.4. The acquirer DHL being a Company incorporated in India is not permitted to acquire GDRs and thepresent Offer by DHL is to acquire equity shares of Bharat Hotels carrying voting rights. The GDR holders(other than the PAC) exercising their option to convert the GDRs into equity shares can avail the offer.GDRs numbering 3,00,001 representing 6,00,002 number of underlying equity shares are being held bythe GDR holders other than the PAC.

2.2.5. The acquirer DHL has made financial arrangement to honour any offer from the GDR holders other thanthe PAC who may exercise their option to convert the GDR into equity shares and wish to avail the offer.Refer para (6.2) on financial arrangement and para (9) on procedure.

2.2.6. There are no partly paid up shares in Bharat Hotels.

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2.2.7. The Offer is not conditional upon any minimum level of acceptance from the shareholders.

2.2.8. The Acquirers and the PACs have not acquired any share of Bharat Hotels after the date of PublicAnnouncement and up to the date of this Letter of Offer.

3. Background of the Acquirer & PACs

3.1 Background of the Acquirer:

3.1.1. Deeksha Holdings Limited:

a. Deeksha Holding is an unlisted public limited company incorporated in India, having its Registered Officeat 401, World Trade Tower, Barakhamba Lane, New Delhi - 110 001. The company was incorporated as aprivate limited company on June 10, 1983 and converted into a deemed public company under section 43of the Companies Act on March 28, 1988 and later converted to a public limited company with effect fromJune 23, 2001 as per the certificate of incorporation dated October 1, 2001. The company is an investmentand trading company.

b. Deeksha Holding has been promoted by Mr. Lalit Suri who is also the Promoter and Director of BharatHotels. Mr. Lalit Suri along with family, friends and associate companies is holding the entire share capitalof Deeksha Holding Ltd.

c. DHL is in the business of Leasing, Investments, Trading, Non Banking Financial Activities

d. DHL currently holds 9470233 numbers of shares representing 50.73% of shares carrying voting rightsof Bharat Hotels.

e. Board of Directors:

Name Address

Mr. Lalit Suri N-119 Panchsheel Park, New Delhi-110017

Mrs. Jyotsna Suri N-119 Panchsheel Park, New Delhi-110017

Ms Divya Suri N-119 Panchsheel Park, New Delhi-110017

Mrs. Anita Nanda 16, Ring Road, Lajpat Nagar-IV, New Delhi

Mrs. Deeragh Kaur 6, Panchsheel Marg, New Delhi-110021

Mr. Vimal Gujral 16, Ring Road, Lajpat Nagar-IV, New Delhi.

Mr. Lalit Suri, and Mrs. Jyotsna Suri are also directors of Bharat Hotels.

Financial High Lights:(Rs in lacs)

Profit and Loss Statement 31.03.1999 31.03.2000 31.03.2001

Income from operations 580.49 386.62 503.44Other income 2.34 5.58 5.90Total income 582.83 392.20 509.34Total expenditure 79.14 106.86 387.17Profit before depreciation, interest and tax 503.69 285.34 122.17Depreciation 8.44 75.32 75.68Interest - - -Profit before tax 495.25 210.02 46.49Provision for tax 30 58 30.00Profit after tax 465.25 152.02 16.49

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Balance sheet statement (As on 31st March) 31.03.1999 31.03.2000 31.03.2001

Sources of fundsPaid-up share capital 10.00 10.00 10.00Reserves and surplus(excluding revaluation reserves) 3729.89 3881.96 3891.63Net worth 3739.89 3891.96 3901.63Secured loans - - -Unsecured Loans 8.00 - -Total 3747.89 3891.96 3901.63Uses of fundsNet fixed assets 854.89 793.37 741.72Investments 1693.98 1482.97 1448.89Net current assets 1199.02 1615.62 1711.02Total misc.exp. not written off - - -Total 3747.89 3891.96 3901.63

Other financial data 31.03.1999 31.03.2000 31.03.2001

*Dividend (%) NIL NIL NILEarning per share (Rs.) 4652.45 1520.18 164.94Return on net worth (%) 12.44 3.90 0.42Book value per share (Rs.) 37479 38919 39016

3.2 Background of the PACs:3.2.1. Responsible Builders Pvt Ltd:

a. Responsible Builders Pvt. Ltd. is a private limited company incorporated in India, having its RegisteredOffice at 25, Ground Floor, World Trade Centre, Barakhamba Lane, New Delhi-110001. The Company wasincorporated on 20-05-1988. The Company is in the business of Investment and carrying on Non-BankingFinancial Services also.

b. Mr. Lalit Suri and Mrs Jyotsna Suri are the Promoter and Director of Responsible Builders Pvt Ltd. Theyare also promoters and Directors of Bharat Hotels.

c. Responsible Builders Pvt Ltd currently holds 2368800 shares representing 12.69% of the equity sharecapital carrying voting rights of Bharat Hotels.

d. Board of Directors:Name Address

Mr. Lalit Suri N-119, Panchsheel Park, New Delhi-110017Mrs. Jyotsna Suri N-119, Panchsheel Park, New Delhi-110017

Mr. Lalit Suri, and Mrs. Jyotsna Suri are also directors of Bharat Hotels.

e. Financial High Lights: ( Rs in lacs)


Income from operations 54.83 30.55 42.96Other income - - -Total income 54.83 30.55 42.96Total expenditure 26.81 30.93 29.63Profit before depreciation, interest and tax 28.02 NIL 13.01Depreciation - - -Interest - - -Profit before tax 28.02 - 13.01Provision for tax NIL - -Profit after tax 28.02 NIL 13.01

(Rs in lacs)

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(Rs in lacs)

Balance sheet statement (As on 31st March) 31.03.1999 31.03.2000 31.03.2001Sources of fundsPaid-up share capital 1.03 1.03 1.03Reserves and surplus (excl. revaluation reserves) 189.28 187.78 200.79Net worth 190.31 188.81 201.82Secured loans - - -Unsecured Loans 325.07 345.36 366.74Total 515.38 534.17 568.56Uses of fundsNet fixed assets - - -Investments 481.82 501.29 501.29Net current assets 33.56 32.88 67.27Total 515.38 534.17 568.56

Other financial data (Year ended) 31.03.1999 31.03.2000 31.03.2001*Dividend (%) NIL NIL NILEarning per share (Rs.) 2720.73 - 1263.14Return on net worth (%) 14.73 - 6.45Book value per share (Rs.) 18477 18331 19594

3.2.2 Jyotsna Holding Pvt. Ltd.:

a. Jyotsna Holding Pvt Ltd is a private limited company incorporated in India, having its Registered Officeat 411, World Trade Centre, Barakhamba Lane, New Delhi-110001. The Company was incorporated on 31-12-1983. The Company is in the business of Investment and carrying on Non-Banking Financial Servicesalso.

b. Jyotsna Holding Pvt Ltd has been promoted by Mr. Lalit Suri and Mrs. Raj Kumari Nanda.

c. Jyotsna Holding Pvt Ltd currently holds 1008013 shares representing 5.40% of equity share capitalcarrying voting rights of Bharat Hotels.

d. Board of Directors:

Name Address

Mr. Lalit Suri N-119, Panchsheel Park, New Delhi-110017Mrs. Raj Kumari Nanda 16,Ring Road, Lajpat Nagar-IV, New Delhi.Mr. Vimal Gujral 16, Ring Road, Lajpat Nagar-IV, New Delhi-110014

Mr. Lalit Suri is also a director in Bharat Hotels

e. Financial High Lights: (Rs in lacs)


Income from operations 31.66 29.91 51.42Other income 154.71 1.82 -Total income 186.37 31.73 51.42Total expenditure 8.87 13.73 27.82Profit before depreciation, interest and tax 177.22 17.99 21.78Depreciation 0.59 0.54 0.38Interest 0.30 - -Profit before tax 177.22 17.45 21.40Provision for tax 52.00 3.20 8.00Profit after tax 125.22 14.26 13.41

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(Rs in lacs)Balance sheet statement 31.03.1999 31.03.2000 31.03.2001

Sources of fundsPaid-up share capital 198.68 198.68 198.68Reserves and surplus(excluding revaluation reserves) 212.14 226.61 198.68Net worth 410.82 425.29 582.08Secured loans - - -Unsecured Loans - - 30.00Total 410.82 425.29 612.08Uses of fundsNet fixed assets 2.10 1.60 1.21Investments 287.37 300.84 298.57Net current assets 121.35 122.85 312.30Total misc. expenditure not written off - - -Total 410.82 425.29 612.08

Other financial data*Dividend (%) NIL NIL NILEarning per share (Rs.) 63.02 7.18 6.75Return on net worth (%) 30.48 3.35 4.34Book value per share (Rs.) 206.77 214.06 292.97

3.2.3 Premium Exports Ltd.:

a. Premium Exports Ltd is a limited company incorporated in India, having its Registered Office at 61,Ground Floor, World Trade Centre, Barakhamba Lane, New Delhi-110001. The Company was incorporatedon 31-11-1987. The Company is in the business of Investment and trading.

b. Premium Exports Ltd has been promoted by Mr. Lalit Suri who is also the Promoter and Director of BharatHotels along with Mr. Tikka Hanuwant Singh and Mr. Vimal Gujral.

c. Premium Exports Limited currently holds 6000 shares representing 0.03% of equity share capital carryingvoting rights of Bharat Hotels.

d. Board Of Directors:

Name AddressMr. Lalit Suri N-119, Panchseel Park, New Delhi-110017Mr. Tika Hanuwant Singh 6, Panchsheel Marg, New Delhi-110021Mr. Vimal Gujral 16, Ring Road, Lajpat Nagar-IV, New Delhi.

Mr Lalit Suri and Mr Tikka Hanuwant Singh are Directors Of Bharat Hotels .

e. Financial High Lights: (Rs in lacs)


Income from operations 1.48 1.47 1.01Other income .05 NIL NILTotal income 1.53 1.47 1.01Total expenditure 10.09 6.36 6.54Profit before depreciation, interest and tax 8.56 (4.89) (5.53)Depreciation 2.56 1.93 1.41Interest - - -Provision for tax - - -Profit after tax (11.12) (6.82) (6.94)

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(Rs in lacs)Balance sheet statement 31.03.1999 31.03.2000 31.03.2001

Sources of fundsPaid-up share capital 60.00 60.00 60.00Reserves and surplus(excluding revaluation reserves) 7.82 1.00 (6.90)Net worth 67.82 61.00 53.10Secured loans NIL NIL NILUnsecured Loans NIL NIL NILTotal 67.82 61.00 53.10Uses of fundsNet fixed assets 7.34 5.45 4.04Investments 5.99 5.99 5.99Net current assets 54.49 49.56 43.07Total miscellaneous expenditure not written off - - -Total 67.82 61.00 53.10

Other financial data*Dividend (%) NIL NIL NILEarning per share (Rs.) - - -Return on net worth (%) - - -Book value per share (Rs.) 11.30 10.16 8.65

3.2.4. Premium Holdings Ltd.:

a. Premium Holdings Ltd is a limited company incorporated in Isle of Man, Channel Island (U.K) having itsRegistered Office at 4th Floor Exchange House, 54-58 Athol Street Douglas ISLE OF MAN (U.K). TheCompany was incorporated on 16-09-1993. The Company is in the business of Trading ,consultancy andHotels Business.

b. Premium Holdings Ltd has been promoted by Deeksha Holding Limited, the acquirer. Mr. Lalit Suri isDirector of Deeksha Holding Ltd as well as Bharat Hotels .

c. Premium Holdings Limited currently holds 14,33,332 GDRs representing 82.69 % of GDRs issued byBharat Hotels.

d. Board Of Directors:

Name AddressMr. Lalit Suri N-119, Panchseel Park, New Delhi-110017Mrs J.M.Lee P.O.Box-301,40,ESPLANADE, St. Helier,Jersey,JE4 8 UG, C.I.British Island. (U.K)Mr. M.J.Kearns P.O.Box-301,40,ESPLANADE, St. Helier,Jersey,JE4 8 UG, C.I.British Island. (U.K)

e. Financial High Lights: (Amount in US$/ Lacs)


Income from operations 16.32 9.79 33.10Other income - - -Total income 16.32 9.79 33.10Total expenditure 1.12 2.65 3.28Profit before depreciation, interest and tax 15.20 7.14 29.82Depreciation 0.10 .67 .51Interest 0.01 1.93 0.72Profit before tax 15.09 4.54 28.57Provision for tax NIL NIL NILProfit after tax 15.09 4.54 28.59

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(Amount US$/ Lacs)

Balance sheet statement 31.03.1999 31.03.2000 31.03.2001

Sources of fundsPaid-up share capital 1.15 1.15 1.15Reserves and surplus (excluding revaluation reserves) 24.55 28.32 56.33Net worth 25.70 29.47 57.48Secured loans - - -Unsecured Loans - 34.52 3.82Total 25.70 63.99 61.30Uses of fundsNet fixed assets 1.80 2.12 1.61Investments - - -Net current assets 23.90 61.87 59.69Total miscellaneous expenditure not written offTotal 25.70 63.99 61.30

Other financial data*Dividend (%) 50% 50% 50%Earning per share (Rs.) 13.11 3.94 24.86Return on net worth (%) 58.70% 15.37% 49.73%Book value per share (Rs.) 22.34 25.62 49.98

3.2.5. Mercantile Capital & Financial Services Ltd:a. Mercantile Capital & Financial Services Ltd is a limited company incorporated in India, having its Registered

Office at 61, Ground Floor, World Trade Centre, Barakhamba Lane, New Delhi-110001. The Company wasincorporated on 22.08.1994. The Company is in the business of Investment; trading, non-banking financialservices activities.

b. Mercantile Capital & Financial Services Ltd has been promoted by Mr. Lalit Suri, Mrs. Jyotsna Suri andMr. Ramesh Suri.

c. Mercantile Capital & Financial Services Ltd currently holds 2066 equity shares representing 0.01% f theequity shares carrying voting rights of Bharat Hotels.

d. Board of Directors:

Name Address

Sh Lalit Suri N-119, Panchsheel Park, New Delhi-110017Smt Jyotsna Suri N-119, Panchsheel Park, New Delhi-110017Sh Ramesh Suri N-119, Panchsheel Park, New Delhi-110017Smt Ritu Suri N-119, Panchsheel Park, New Delhi-110017

e. Financial High Lights: Rs. In lacs


Income from operations 0.66 11.32 0.62Other income - - -Total income 0.66 11.32 0.62Total expenditure 1.13 3.76 1.63Profit before depreciation, interest and tax (0.47) 7.56 (1.01)Depreciation - - -Interest - - -Profit before tax (0.47) 7.56 (1.01)Provision for tax - 1.00 -Profit after tax (0.47) 6.56 (1.01)

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Rs. In lacsBalance sheet statement 31.03.1999 31.03.2000 31.03.2001

Sources of fundsPaid-up share capital 12.82 37.82 37.82Reserves and surplus (excluding revaluation reserves) (4.64) 1.92 .90Net worth 8.18 39.74 38.72Secured loans NIL NIL NILUnsecured Loans - - NILTotal 8.18 39.74 38.72Uses of fundsNet fixed assets 0.06 0.04 0.03Investments - - -Net current assets 7.90 39.52 38.55Total miscellaneous expenditure not written off 0.22 .18 .14Total 8.18 39.74 38.72

Other financial data*Dividend (%) NIL NIL NILEarning per share (Rs.) - 1.99 -Return on net worth (%) - 19.03 -Book value per share (Rs.) 6.38 10.51 10.00

3.2.6. Mr. Lalit Suri, R/o- N-119, Panchsheel Park, New Delhi-110017, is an Industrialist having an experience of30years with a Net Worth of Rs.14,54,24,478 (Rupees Fourteen Crores Fifty Four Lacs Twenty FourThousand Four Hundred and Seventy Eight Only) as on 31.03.02 duly certified by Mr. H.S.Dua (MembershipNo.85301) of M/s H.S.Dua & Co (Chartered Accountants), New Delhi. Mr. Lalit Suri holds 1594607 EquityShares in Bharat Hotels representing 8.54% of the total shares carrying voting rights, is a full timedirector. Apart from Chairman -cum-Managing Director of Bharat Hotels Limited he is also on the Board ofthe following companies

Name of the Company Position HeldDeeksha Holding Limited DirectorSubros Limited DirectorRohan Motors Limited DirectorJyotsna Holding Private Limited DirectorPremium Exports Limited DirectorPremium Holdings Limited DirectorPremium Holdings (UK) Ltd DirectorSpecial Protection Services Pvt Ltd DirectorMercantile Capital & Financial Services Ltd DirectorPrima Exports Pvt Ltd DirectorResponsible Builders (P) Ltd DirectorJyoti Limited DirectorPrime Cellular Pvt Limited DirectorPrima Telecom Limited DirectorRajdhani Cold Storage Pvt Ltd DirectorSona Koya Steering Systems Ltd DirectorBrisk Real Estate Developers Pvt Ltd DirectorBlitz Real Estate Developers Pvt Ltd DirectorBreeze Real Estate Developers Pvt Ltd DirectorBlaze Real Estate Developers Pvt Ltd DirectorBeckon Real Estate Developers Pvt Ltd DirectorUdaipur Hotels Private Ltd DirectorKhajuraho Hotels Private Limited DirectorAutotech Ancillaries Pvt Ltd DirectorFederation of Indian Chambers of Commerce and Industry Executive Committee Member

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3.2.7. Mr. Ramesh Suri , R/o- N-119, Panchsheel Park, New Delhi-110017, is an Industrialist having an experienceof 35 years with a Net Worth of Rs. 5,06,66,422 (Rupees Five Crores Six Lacs Sixty Six Thousand FourHundred and Twenty Two Only ) as on 31.03.02 duly certified by Mr. H.S.Dua (Membership No.85301) ofM/s H.S.Dua & Co (Chartered Accountants), New Delhi. Mr. Ramesh Suri holds 459999 Equity Sharesrepresenting 2.46% of the total shares carrying voting rights in Bharat Hotels . He is also on the Board offollowing companies: -

Name of the Company Position Held

Bharat Hotels Limited DirectorSubros Limited Chairman-Cum-Managing DirectorSHS Transport Pvt Ltd DirectorMercantile Capital & Financial Services Ltd DirectorPrima Telecom Limited DirectorPrime Cellular Pvt Ltd DirectorTempo Automobiles Pvt Ltd DirectorHemkunt Services Station Pvt Ltd DirectorTempo Finance (North ) Pvt Ltd DirectorR.R.Holding Pvt Ltd DirectorSawalka Autotech Pvt Ltd DirectorJyoti Limited DirectorBeckon Realestate Developers Pvt Ltd DirectorBrisk Real Estate Developers Pvt Ltd DirectorBlitz Real Estate Developers Pvt Ltd DirectorBlaze Real Estate Developers Pvt Ltd DirectorBreeze Real Estate Developers Pvt Ltd DirectorRohan Motors Limited DirectorAutotech Ancilliaries Pvt Ltd DirectorUdaipur Hotels Private Ltd DirectorKhajuraho Hotels Private Limited DirectorSpecial Protection Services Private Limited Director

3.2.8. Mrs. Jyotsna Suri , R/o- N-119, Panchsheel Park, New Delhi-110017, is an industrialist having an experienceof 25 years with a Net Worth of Rs. 15,95,76,729 (Rupees Fifteen Crores Ninety Five Lacs Seventy SixThousand Seven Hundred and Twenty Nine Only) as on 31.03.02 duly certified by Mr. H.S.Dua (MembershipNo.85301) of M/s H.S.Dua & Co (Chartered Accountants), New Delhi. Mrs. Jyotsna Suri holds 850377number of Equity shares representing 4.56% of the total shares carrying voting rights, she is a full timedirector being the Joint Managing Director. She is also on the Board of following companies: -


Bharat Hotels Limited Join-Managing DirectorMercantile Capital & Financial Services Limited DirectorPrima Telecom Limited DirectorPrime Cellular Pvt Limited DirectorDeeksha Holding Limited DirectorResponsible Builders Pvt Ltd DirectorJyoti Limited DirectorBeckon Realestate Developers Pvt Ltd DirectorBrisk Real Estate Developers Pvt Ltd DirectorBlitz Real Estate Developers Pvt Ltd DirectorBlaze Real Estate Developers Pvt Ltd DirectorBreeze Real Estate Developers Pvt Ltd DirectorUdaipur Hotels Limited DirectorKhajuraho Hotels Private Limited Director

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3.2.9. Mrs Ritu Suri , R/o- N-119, Panchsheel Park, New Delhi-110017, is an industrialist having an experienceof 30 years with a Net Worth of Rs. 3,32,89,032 (Rupees Three Crores Thirty Two Lacs Eighty NineThousand and Thirty Two Only)) as on 31.03.02 duly certified by Mr. H.S.Dua (Membership No.85301) ofM/s H.S.Dua & Co (Chartered Accountants), New Delhi. Mrs. Ritu Suri holds 22800 Equity Sharesrepresenting 0.12% of the total shares carrying voting in Bharat Hotels. She is also on the Board offollowing companies: -


Rohan Motors Ltd DirectorMercantile Capital & Financial Services Limited DirectorHemkunt Services Station Pvt Ltd DirectorR.R.Holding Pvt Ltd DirectorSawalka Autotech Pvt Ltd Director

3.2.10. Ms Deeksha Suri , R/o- N-119, Panchsheel Park, New Delhi-110017, is having a Net Worth of Rs.61,69,171, (Rupees Sixty One Lacs Sixty Nine Thousand One Hundred and Seventy One Only ) as on31.03.02 duly certified by Mr. H.S.Dua (Membership No.85301) of M/s H.S.Dua & Co (CharteredAccountants), New Delhi. Ms. Deeksha Suri holds 333333 Equity Shares representing 1.79% of thetotal shares carrying voting rights in Bharat Hotels. She is also on the Board of following companies: -


Prima Telecom Limited DirectorPrime Cellular Private Limited Director

3.2.11. Mr. Keshav Suri, R/o- N-119, Panchsheel Park, New Delhi-110017, is having a Net Worth of Rs. 3,58,60,560,(Rupees Three Crores Fifty Eight Lacs Sixty Thousand Five Hundred and Sixty Only ) as on 31.03.02duly certified by Mr. H.S.Dua (Membership No.85301) of M/s H.S.Dua & Co (Chartered Accountants),New Delhi. Mr. Keshav Suri holds 998711 Equity. Shares representing 5.35% of the total shares carryingvoting rights in Bharat Hotels.

3.2.12. Mr. Tikka Hanuwant Singh, R/o- 6,Panscheel Marg,New Delhi-110021, is a friend and associate ofMr.Lalit Suri and is a Director on the Board of Bharat Hotels. Mr Tikka Hanuwant Singh holds 133 Equityshares of Bharat Hotels.The Networth of Mr.Tikka Hanuwant Singh is not available.

3.2.13. Mrs. Raj Kumari Nanda , R/o-16,Ring Road,Lajpat Nagar,New Delhi ,is an Industrialist having anexperience of 40 years with a Net Worth of Rs. 4,90,53,157 (Four Crores Ninety Lacs Fifth ThreeThousand One Hundred Fifty Seven Only) as on 31.03.02 duly certified by H.S.Dua (MembershipNo.85301) of M/s H.S.Dua & Co (Chartered Accountants), New Delhi. Mrs. Raj Kumari Nanda holds6666 Equity Shares representing 0.035% of the total shares carrying voting rights in Bharat Hotels andshe is a full time director. She is also on the Board of following companies :-


Cargo Motors Pvt Ltd DirectorCargo Motors (Punjab ) Pvt Ltd DirectorCargo Construction Co Ltd DirectorJyotsna Holding Pvt Limited Director

3.3 Disclosure in terms of Regulation 16 (ix)

As of now the Acquirers do not have any plans in the succeeding two years from the date of closure ofoffer to encumber assets of Bharat Hotels through sale, mortgage, pledge, gift, donations, entering intopartnerships with individuals and / or body corporates, restructuring by way of mergers, amalgamation,de-mergers, spin off, etc. entering into collaborations with any person and/ or bodies corporate exceptwhich is in the normal/ordinary course of business.

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3.4 Delisting of shares

3.4.1. The shareholders of Bharat Hotels have already approved delisting of shares from the stock exchangeswhere these are presently listed in the Annual General meeting of Bharat Hotels held on July 31, 2002.

3.4.2. As on the date of this Announcement, the Public shareholding in Bharat Hotels is 8.28%.of the votingcapital (excluding underlying shares against GDRs), therefore in terms of regulation 21(3) of theRegulations, within 3 months from the closure of the Offer, the Acquirers would be required, to makeone more Offer to buy out the remaining outstanding equity shares, if any, held by the Public at thesame offer price. The acquirer (DHL) has given an undertaking to SEBI in terms of Regulation 21 (3) (a)of the Regulation. The Payment to these shareholders would be made immediately upon acceptance oftheir shares by the acquirer.

3.4.3. Shareholders who, due to certain reasons, are not in a position to accept the Offer as per regulation21(3) of the Regulations during the Offer period, shall also be provided an exit facility at the same OfferPrice for a period of six months from the opening date of subsequent Offer. The Payment to theseshareholders would be made immediately upon acceptance of their shares by the acquirer.

4. BACKGROUND OF THE TARGET COMPANY - BHARAT HOTELS:

4.1. Bharat Hotels is a public limited company, incorporated on January 22, 1981, having its registered officeat Barakhamba Lane, New Delhi - 110 001

4.2. Bharat Hotels is primarily engaged in the business of owning and operating hotels. The company owns aFive Star Deluxe Hotel in New Delhi i.e. The Grand Inter-Continental, New Delhi and is also managing theGrand Palace Inter-Continental, Srinagar. Two new properties - the Grand Inter-Continental, Mumbai andGoa Grand Inter-Continental Resort, which are at advanced stage of construction and completion areexpected to be operational in December 2002 .The company has also taken over the Hotel Ashok,Bangalore under a Lease-cum-Management Agreement and as part of the disinvestments of India TourismDevelopment Corporation (ITDC),the company has also taken over the operations of Laxmi Vilas PalaceHotel, Udaipur and Hotel Khajuraho Ashok, Khajurao by acquiring the entire share capital of UdaipurHotels Limited, and Khajuraho Hotels Private Limited a company formed by the demerger of the saidhotel properties of ITDC.

4.3. The equity shares of Bharat Hotels are listed on the Stock Exchange, Mumbai, National Stock Exchangeand the Delhi Stock Exchange.

4.4. There is no merger/de-merger, spin off that has taken place during last 3 years involving Bharat Hotels.Further there is no change in name of the Company since incorporation. The Company has complied withall the listing requirements and till date no punitive action has been taken by the stock exchanges againstthe Company.

4.5. The status of compliance of provisions in terms of Chapter II of SEBI (SAST) Regulations by thepromoters of Bharat Hotels holding more than 5% shares in Bharat Hotels are stated as under :-

Sl. Regulation/Sub- Due Date for compliance Actual date of Delay, if any (in RemarksNo. regulation as mentioned in the compliance no. of days) Col.

no. 4- Col. 3

1 6(2) & (4) 21-5-1997 03-4-1998 306 days N.A

2 8 (3) 21-4-1998 03-4-1998 NIL N.A

3 8 (3) 21-4-1999 15-4-1999 NIL N.A

4 8 (3) 21-4-2000 31-3-2000 NIL N.A

5 8 (3) 21-4-2001 02-4-2001 NIL N.A

6 8 (3) 21-4-2002 09-4-2002 NIL N.A

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4.6. Share Capital Structure of Bharat Hotels

Particulars Number of No. Of shares with Underlying shares % Of SharesShares Voting Rights against GDRs with Voting

Not Carrying voting RightRights

Fully paid up equity 2,21,33,333 1,86,66,667 34,66,666 84.34%sharesPartly paid-up Equity NIL Nil NIL NilSharesTotal paid up Capital 2,21,33,333 1,86,66,667 34,66,666 84.34%Total voting rights 1,86,66,667 34,66,666 84.34%

4.7. (a) The Present Shareholding Pattern of Bharat Hotels is as under:

Shareholders category Shareholding & Shares / Shares / Voting Shareholding/Voting rights prior V oting rights rights to be acquired voting rightsto acquisition and agreed to be in the open offer after the

offer acquired (Assuming full acquisition andwhich acceptances) offer i.e.A+B+C

triggered offthe Regulations.

(A) (B) (C) (D)No. % No. % No. % No. %

1. Promotersa. DHL (Acquirer) 94,70,233 50.73% NA NA 15,44,929 8.28% 1,10,15,162 59.01%b. Promoters other than (a) above (Deemed PACs) NA NA1. Mr. Lalit Suri 15,94,607 8.54% Nil 15,94,607 8.54%2. Mr. Ramesh Suri 4,59,999 2.46% Nil 4,59,999 2.46%3. Mrs. Jyotsna Suri 8,50,377 4.56% Nil 8,50,377 4.56%4. Ms. Deeksha Suri 3,33,333 1.79% Nil 3,33,333 1.79%5. Ms. Ritu Suri 22,800 0.12% Nil 22,800 0.12%6. Mst.Keshav Suri 9,98,711 5.35% Nil 9,98,711 5.35%7. Mrs Raj Kumari Nanda 6,666 0.036% Nil 6,666 0.036%8. Mr.Tika Hanuwant Singh 133 0.007% Nil 133 0.007%9. M/s Responsible

Builders Pvt. Ltd. 23,68,800 12.69% Nil 23,68,800 12.69%10. M/s Jyotsna Holdings

Pvt. Ltd. 10,08,013 5.40% Nil 10,08,013 5.40%11. M/s Premium

Exports Ltd. 6,000 0.03% Nil 6,000 0.03%12. M/s Mercantile Capital

& FinancialServices Ltd 2,066 0.01% Nil 2,066 0.01%

(A) Total (a+b) 1,71,21,738 91.72% 1,86,66,667 100%2. Acquirers (other

than promoters) Nil NA NA Nil Nil Nil3. FIs/MFs/FIIs/Banks,SFIs 1,94,735 1.04% NA NA Nil Nil Nil4.Public(Other than 1 & 2)* 13,50,194 7.24% Nil Nil Nil

(B) Total (3+4) 15,44,929 8.28% Nil Nil

Total (A+B) 1,86,66,667 100% NA NA 15,44,929 8.28% 1,86,66,667 100%

* Total Number of Public Shareholder as on 31.07.2002 are 9031.

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4.7. (b) The Present Shareholding Pattern of Bharat Hotels (including equity shares ( not carrying votingrights) representing Outstanding GDR's) are as under:

Shareholders category Shareholding & Shares / Shares / Voting Shareholding/Voting rights prior V oting rights rights to be acquired voting rightsto acquisition and agreed to be in the open offer after the

offer acquired (Assuming full acquisition andwhich acceptances) offer i.e.A+B+C

triggered offthe Regulations.

(A) (B) (C) (D)No. % No. % No. % No. %

1. Promotersa. DHL (Acquirer) 94,70,233 42.79 NA NA 21,44,931 9.70% 1,16,15,164 52.48%b. Promoters other than

(a) above (Deemed PACs) NA NA1. Mr. Lalit Suri 15,94,607 7.20% Nil 15,94,607 7.20%2. Mr. Ramesh Suri 4,59,999 2.08% Nil 4,59,999 2.08%3. Mrs. Jyotsna Suri 8,50,377 3.85% Nil 8,50,377 3.85%4. Ms. Deeksha Suri 3,33,333 1.51% Nil 3,33,333 1.51%5. Ms. Ritu Suri 22,800 0.10% Nil 22,800 0.10%6. Mst.Keshav Suri 9,98,711 4.51% Nil 9,98,711 4.51%7. Mrs Raj Kumari Nanda 6,666 0.03% Nil 6,666 0.03%8. Mr.Tika Hanuwant Singh 133 - Nil 133 -9. M/s Responsible Builders

Pvt. Ltd. 23,68,800 10.70% Nil 23,68,800 10.70%10. M/s Jyotsna Holdings Pvt. Ltd. 10,08,013 4.55% Nil 10,08,013 4.55%11. M/s Premium Exports Ltd. 6,000 0.03% Nil 6,000 0.03%12. M/s Mercantile Capital &

Financial Services Ltd 2,066 0.01% Nil 2,066 0.01%13. Premium Holdings Limited

(PAC holding GDR's)* *28,66,664 *12.95% 28,66,664 12.95%14. Other GDR Holders

(representing underlyingequity shares)* *6,00,002 *2.71% Nil Nil

(A) Total (a+b) 2,05,88,404 93.02% 21,44,931 9.70% 2,21,33,333 100%2. Acquirers (other than

promoters) Nil NA NA Nil Nil Nil3. FIs/MFs/FIIs/Banks,SFIs 1,94,735 0.88% NA NA Nil Nil Nil4. Public(Other than 1 & 2) 13,50,194 6.10% Nil Nil Nil

(B) Total (3+4) 15,44,929 6.98% Nil Nil

Total (A+B) 2,21,33,333 100% NA NA 21,44,931 9.70% 2,21,33,333 100%

* Represents underlying equity share ( not carrying voting rights) against the GDRs issued by Bharat Hotels. These would carry voting rights only if theGDR's are converted into equity shares

4.8. Board of Directors of Bharat Hotels

Name Desi gnation Residential Address

Mr Lalit Suri Chairman Cum Mg. Director N-119, Panchsheel Park, New Delhi-110017Mrs Jytosna Suri Joint Managing Director N-119, Panchsheel Park, New Delhi-110017Mr Ramesh Suri Director N-119, Panchsheel Park, New Delhi-110017Mr Lalit Bhasin Director 10, Hailey Raod, New Delhi-110001Mr D.V.Batra Director W-11, Greater Kailash-II, New Delhi-110048Mr Abhay. N. Firodia Director Sanmitra, 132-B/2A,Ganesh Kund Road, Pune-7Mr Tikka Hanuwant Singh Director 6, Panscheel Marg, New DelhiMr Chakor Lal Chand Doshi Director Walchandnagar Industries Ltd, 3, Walchand

Terraces,Tardeo Road, Mumbai-400034

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Note:1. The Common Directors between DHL Acquirer and the Bharat Hotels are:

Names :- Mr Lalit Suri and Mrs Jyotsna Suri2. Consequent to this Offer there would be no change in the Board of Directors of Bharat Hotels after completion

of the Offer.

4.9 Brief Audited financials of Bharat Hotels

Profit & Loss Statement (Amount Rs. In Lacs)

Financial Year Ended 31st March 1999 2000 2001 2002

Income from Operations 6239.56 6181.56 6088.56 5057.12Other Income 1925.87 1582.01 1776.85 1401.86Total Income 8165.43 7763.57 7865.41 6458.99Total Expenditure 6315.93 6175.59 5956.13 6232.71Profit Before Depreciation Interest and Tax 2368.03 2252.10 2551.36 898.46Depreciation 510.14 580.96 588.64 561.18Interest 8.40 83.17 510.96 111.00Profit (Loss) Before Tax 1849.50 1587.97 1451.76 226.28Provision for Tax 328.99 200.00 250.00 NilProfit (Loss) After Tax 1520.51 1387.98 1201.76 226.28

Balance Sheet Statement (Amount Rs. In Lacs)


Sources of fundsPaid up share capital 2213.33 2213.33 2213.33 2213.33Share Application Money 0 0 0 0Reserves and Surplus(excluding revaluation reserve) 19745.94 20726.01 21536.91 18541.18Networth 21959.27 22939.34 23750.24 20754.51Secured Loan 875.41 985.27 1862.96 9677.83Unsecured Loan NIL 900.00 2025.00 2502.66Deposits towards Sub-license 5134.52 5088.00 5049.66 4991.34Total 27969.20 29912.61 32677.87 37926.34

Uses of funds (Amount Rs. In Lacs)


Net fixed assets 10098.61 10753.39 10515.66 10128.47Capital Work in Progress 1431.06 2602.68 5158.42 9725.25Pre-operative Exp. Pending for Capitalisation 445.06 1810.97 2374.24 4023.15Investments 3125.87 3125.87 3125.87 3863.65Net Current assets 12868.60 11619.70 11503.68 10185.82Total Misc. expenditure not written off NIL NIL NIL NILTotal 27969.20 29912.61 32677.87 37926.34

Other Financial Data


Dividend (%) 10% 15% 15% NILEarning per share (Rs.)** 6.87 6.27 5.43 1.02Return on networth (%) 6.92% 19.12% 5.05% 6.44%Book value per share (Rs.)** 99.20 103.64 107.31 93.77

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5. Objects of the offer

5.1. The Hotel Industry is a capital-intensive industry. The Promoters of the Company have to induct substantialcapital in the company in order to sustain growth by acquisition of new properties and by putting upgreenfield projects.

5.2. The Offer by the Acquirers is being made with the objective of consolidating their holding in BharatHotels, for the purpose of delisting of the shares of Bharat Hotels from the Stock Exchanges where theyare listed.

5.3. The offer to the shareholders of Bharat Hotels is made in accordance with Regulation 11(2) & Regulation21(3) of the SEBI (SAST) Regulations.

5.4. DHL is acquiring 8.28% of the outstanding equity capital carrying voting rights, through this offer.

5.5. The same Offer is also being extended to the holders of GDRs to acquire 6,00,002 underlying equityshares against the outstanding GDRs.

5.6. Since the promoters hold more than 90% of the equity capital carrying voting rights, and the publicholding being less than 10%, the board of Bharat Hotels on the request of the promoters / acquirers andthe PACs, passed a resolution in the board meeting held on 14th June 2002 to delist the shares of BharatHotels from the stock exchanges where these are listed.

5.7. The resolution to delist the shares of Bharat Hotels from the stock exchanges where these are listed wasalso passed by the shareholders of the Company in the Annual General Meeting of the Company held onJuly 31, 2002.

5.8. DHL does not have any plan to dispose of or otherwise encumber any assets of Bharat Hotels in twoyears from the date of closure of the Offer except in the ordinary course of business of Bharat HotelsHowever re-organisation and / or streamlining of various businesses may be considered for commercialreasons and operational efficiencies.

6. OFFER PRICE AND FINANCIAL ARRANGEMENTS

6.1 Justification of Offer Price

a) Equity shares of Bharat Hotels are listed on the stock exchange, Mumbai, National Stock Exchange andDelhi Stock Exchange.

b) The annualised trading turnover during the preceding 6 calendar months prior to the month in which thePublic Announcement is made in each of stock exchange is detailed below:

Name of Stock Total no. of shares traded Total No. of AnnualisedExchange(s) during the six calendar Listed Shares T rading

months prior to the month in Turnover%which PA was made

National Stock Exchange 273927 1,86,66,667 2.93%Mumbai Stock Exchange 87567 1,86,66,667 0.94%Delhi Stock Exchange Nil 1,86,66,667 Nil

Total 361494 1,86,66,667 3.87%

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c) The annualised trading turnover during the preceding 6 calendar months prior to the month in which thePublic Announcement is made is more than 2% of the listed share capital of Bharat Hotels. Hence interms of Regulation 20(2) of the SEBI (SAST) the shares of Bhatat Hotels are not infrequently traded.

d) The average of weekly high and low of the closing prices of the equity shares of Bharat Hotels Limited asquoted on NSE i.e. .the exchange where the shares of the target company are most frequently tradedduring the 26 weeks period preceding the date of the public announcement works out to Rs.23.21 (sourceCapital Line). The price and volume data of trading of the share in NSE is as under

WeekNo. Week Ending High Low A verage Volume(Rs.) (Rs.) (Rs.) No. of Shares

1 30/08/2002 29.90 25.55 27.73 153852 23/08/2002 29.50 23.20 26.35 109133 16/08/2002 30.00 27.00 28.50 303124 09/08/2002 28.20 25.30 26.75 195985 02/08/2002 29.95 26.00 27.98 417776 26/07/2002 26.95 25.00 25.98 120947 19/07/2002 28.00 24.85 26.43 365848 12/07/2002 29.00 25.75 27.37 621619 05/07/2002 27.35 22.10 24.72 2708710 28/06/2002 24.40 21.25 22.82 760511 21/06/2002 22.25 19.60 20.92 614512 14/06/2002 22.95 20.25 21.60 354913 07/06/2002 23.50 19.20 21.35 168514 31/05/2002 22.45 20.15 21.30 301215 24/05/2002 24.00 19.80 21.90 339516 17/05/2002 24.85 22.00 23.42 501617 10/05/2002 24.85 22.55 23.70 1350618 03/05/2002 24.95 21.00 22.97 952919 26/04/2002 22.25 20.50 21.37 377320 19/04/2002 21.75 18.8 20.27 1011721 12/0420/02 20.40 19.05 19.72 491922 05/04/2002 21.00 18.55 19.77 496123 28/03/2002 20.40 19.30 19.83 135624 22/03/2002 20.80 19.20 20.00 779125 15/03/2002 21.00 19.40 20.20 181226 08/03/2002 21.90 19.10 20.50 4466

Average 24.71 21.70 23.21 348548

e) The price of Rs.28.00 per equity share offered by the acquirers is 21% higher than 26 week average highand low closing price on NSE. The price offered is therefore justified in terms of Regulation 20(2) of theSEBI (SAST) as it is higher than the following:

i) Negotiated Price Not Applicable

ii) Highest Price paid by Acquirer for any acquisition including public orrights issue during the 26 week period prior to Public Announcement Not Applicable

iii) Price paid under preferential allotment made to the Acquirer during12 months period up to the date of closure of the offer Not Applicable

Iv) The average price calculated as per Regulation 20 (2) (d) during the26 weeks preceding the date of Public Announcement Rs.23.21 per share

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f) The shares of Bharat Hotels are infrequently traded on other stock exchanges and the Price is justified interms of Regulation 20 (3) in view of the following :-

1. The Earning Per Share(EPS) of Bharat Hotels is Rs 1.02 ,the industry average Price Earning Ratio (asper the Capital Market Volume XVII/11dated August 18th 2002) is 22.2 times .Taking this as the P/EMultiple the share price of Bharat Hotels would be Rs 22.64 per share.

2. Other Industry Parameters of Bharat Hotels as compared to the industry (Hotel-Composite) are as under:

Parameter A verage Highest Bharat Hotels

Return on Net worth 6.59% 20.5% 6.44%

Book Value per Share ( Rs.) 80.24 197.10 84.00*

EPS (Rs.) 2.67 6.10 1.01

Price Earnings Multiple (times) 22.20 35.20 23.00

· Source: - (Capital Market Volume XVII/11dated August 18th 2002)* Net of Amalgamation Reserve and Contingent Liabilities· Note: - For the above calculations share price as on 30th July 2002 has been considered. Kedia Infotech

and Blue Coast Hotels has been excluded from the peer set since the ratios are distortive and notcomparable.

3. M/s H.S.Dua & Company a firm of Chartered Accountants vide its report dated 8th October 2002 haveundertaken a valuation exercise to determine the value of equity shares of Bharat Hotels. The relevantextracts of the report are as under: -The shares of Bharat Hotels are required to be valued in terms of Regulation 20(3)(d). While a number ofvaluation methods for valuing shares of Bharat Hotels are feasible, in this case the following approachhas been considered:

i) Realisable Book Value / Net asset value (NAV)

The calculations has been done based on the latest Audited Balance Sheet of Bharat Hotels for the yearending 31st March 2002, the NAV per share is Rs 84.

ii) Profit Earning Capacity Value (PECV Value).

· The Profit After tax for the last three years (2000 to 2002) audited Profit & Loss Account statement hasbeen considered.

· The average profit for the last 3 years works out to Rs 938.00 lacs.

· Since the Average Profit is more than 4 times of the latest year ie 2002 Profit After Tax, hence the samedoes not reflect the profitability in the current operations of the company. The Hotel industry presentlybeing under severe recession the company will be unable to maintain the profits much higher then thelatest years profit after tax of 2002 as the same is evident from the current years unaudited quarterlyresults for the quarter ended 30th June 2002 the company suffered net loss of Rs (196.19) lacs. It will betherefore be reasonable to assume the profits for the latest year ended 2002 be reasonable and maintainable.As per the guidelines laid down by CCI" If the profits are declining consistently from year to year, it wouldbe advisable to assume the profits of only the latest year because simple average or weighted will give ahigher figure than the profits of the latest year and it will not be rational to assume a higher profit in asituation of consistently declining profits."

· PECV per share of Bharat Hotels works out to be Rs 6/-.

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iii) Valuation Methodology as laid down by the Hon. Supreme Court of India in the case of Hindustan LeverEmployee Union Vs Hindustan Lever Limited 1995 (83 com case 30) wherein the Hon'ble High Court hadopined that the fair value for the listed company would be assessed based on the following weightages:

Weight· Market Based Value 2· Earnings Based Value (PECV) 2· Net Asset Value 1

The Net Asset Value of Bharat Hotels being Rs 84/-, the earning based value per share (PECV) Rs 6/- andaverage market price for the last 26 weeks of Rs 23/- the value per share applying this method ofvaluation would be in the region of Rs 28/- per share.

g) In the Opinion of the Manager to the Offer and the Acquirer the Offer Price is justified.

h) If DHL acquires shares after the date of Public Announcement up to 7 working days prior to theclosure of the offer at a price higher than the offer price, then the highest price paid for such acquisitionshall be payable for all the shares tendered in the offer and accepted under the offer.

6.2 Financial Arrangements

a. The maximum purchase consideration payable by the Acquirer in the case of full acceptance of the Offer(i.e. 21,44,931 equity shares comprising of 15,44,929 fully paid up existing equity shares, of Rs 10 eachand 6,00,002 underlying equity shares, of Rs 10 each against GDR's at the rate of Rs. 28/- per equityshare) would be Rs. 6,00,58,068.

b. In accordance with Regulation 28(2)(b) of SEBI (SAST) Regulations, Acquirer has created an Escrowaccount in the form of cash deposited at Jammu & Kashmir Bank Limited, G-40, Connaught Place, NewDelhi, amounting to Rs.1,50,14,517 and representing 25% of the total consideration. The Manager to theoffer P.N.Vijay Financial Services Private Limited has been authorised to realise the value of the Escrowin terms of the SEBI (SAST) Regulations.

c. The Acquirer has adequate financial resources and has made arrangements out of their internal accrualsto fulfill the obligations under the open offer in full in terms of Regulation 16(xiv). The Manager to the Offeris satisfied about the ability of DHL to implement the Offer

d. M/s. H.S.Dua & Co, Chartered Accountants, have confirmed by letter dated 2nd August 2002 that theAcquirer possesses adequate financial resources to meet all required financial obligations under theOffer. Based on this, the Manager to the Offer is satisfied about the ability of the Acquirer to implementthe Offer in accordance with SEBI (SAST) Regulations.

7. TERMS AND CONDITIONS OF OFFER

7.1 Statutory Approvals

a) To the best knowledge of the Acquirer,the Offer is not subject to any statutory approvals except approvalof Reserve Bank of India (RBI) for acquisition of shares from Non-Resident Indian and Foreign shareholdersof Bharat Hotels including the holders of GDRs.

b) The Offer would be subject to all statutory approvals that may become applicable prior to the completionof this Offer.

c) In case of delay in receipt of statutory approvals, SEBI has power to grant extension of time to Acquirerfor payment of consideration to shareholders, subject to Acquirer agreeing to pay interest for the delayed

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period as directed by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations. Further, if thedelay occurs on account of willful default by DHL in obtaining the requisite approvals, Regulation 22(13)of SEBI.

d) The acquirer shall pay interest @10% p.a. incase of delay in payment beyond 11th January, 2003 on theoffer price for the delayed period.

e) (SAST) Regulations will also become applicable.

7.2 Others Terms and Conditions

a) The Letter of Offer together with Form of Acceptance cum Acknowledgement will be mailed to theshareholders of Bharat Hotels whose names appear on the Register of Members of Bharat Hotels at theclose of business hours on September 30, 2002 (specified date).

b) Accidental omission to dispatch this offer document to any person to whom this offer is made or the non-receipt or delayed receipt of this offer document by any such person will not invalidate this offer in anyway.

c) All the shareholders, except the Acquirers, the persons deemed to be acting in concert with the Acquirers,who own the shares of Bharat Hotel anytime before the closure of the offer are eligible to participate in theOffer.

d) Shareholders who wish to tender their shares will be required to send the Form of Acceptance cumAcknowledgement, original Share Certificate(s) and transfer deed(s) duly signed to the Registrar to theOffer: - MAS Services Pvt. Ltd between (10.00a.m. to 5.00 p.m.) or by Registered Post on or before theclosure of the Offer, i.e. December 24, 2002, at the centers mentioned herein below (in accordance withthe instructions specified in the Letter of Offer and in the Form of Acceptance cum Acknowledgement).

e) Unregistered owners of shares of Bharat Hotels can send their application in writing to the Registrar tothe Offer on a plain paper stating the Name, Address, Number of shares held, Number of shares offered,Distinctive Numbers, Folio Number, together with the original share certificate(s), valid transfer deedsand the original contract note issued by the SEBI registered broker through whom they acquired theirshares. No indemnity is required from the unregistered owners.

f) In case of non-receipt of the Letter of Offer, persons who own the shares but have not yet registered thesame and persons who have sent the shares for transfer may make an application on plain paper statingtheir name, address, number of shares held, distinctive numbers, folio number and the number of sharesin respect of which they are accepting the Offer along with the original share certificate(s) and duly signedtransfer deed(s) to the Registrar to the Offer, during the period the Offer is open for acceptance i.e.between November 25, 2002 and December 24, 2002.

g) Persons who own the shares but have not registered the same will also be required to submit documentsto prove their title to the shares in respect of which they are accepting the Offer such as original broker's/contract note and transfer deed(s) executed by the registered holder of the shares.

8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

Shareholders who wish to tender their shares will be required to send the Form of Acceptance cumAcknowledgement original share certificate(s) and transfer deed(s) duly signed in case of shares inDematerialized form, the form`of Acceptance cum Acknowledgement along with a photocopy of thedelivery instructions in "Off-market" mode or counterfoil of the delivery instruction in "Off-market" mode,duly acknowledged by the Depository Participant ("DP") to the Registrar to the Offer at the followingaddress:

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MAS Services Pvt LtdAB-4 Safdurjung Enclave

New Delhi-110029 Phone: 011-6104142,6104326,6104292Fax: 011-6181081

Registered Shareholders should enclose:

i. Form of Acceptance and Authority duly completed and signed in accordance with the instructions containedtherein, by all shareholders whose names appear on the share certificates.

ii. Original Share Certificate (s)

iii. Valid Share Transfer deed(s) duly signed as transferors by all shareholders (in case of joint holdings) inthe same order and as per specimen signatures registered with IMFA and duly witnessed at the appropriateplace. A blank share transfer deed is enclosed with this Letter of Offer.

Unregistered Shareholders should enclose

(a) Form of Acceptance and Authority duly completed and signed in accordance with the instructions containedtherein.

(b) Original Share Certificate(s)

(c) Original Broker Contract Note(s) from SEBI Registered Broker

(d) Valid Share Transfer deed(s) as received from market. The details of buyer should be left blank failingwhich; the same will be invalid under this offer. All other requirements for valid transfer will be preconditionfor valid acceptance.

Shares in Physical Form:

1. The share certificate, transfer deed and the Form of Acceptance and Authority should be sent only to theRegistrar to the Offer at the address mentioned above.

2. In case of non-receipt of the Letter of Offer, the eligible persons may send their consent to the Managerto the Offer on a plain paper stating the Name, Address, No. of Shares held, Distinctive Nos., Folio No.,No. of shares offered along with the documents as mentioned above, so as to reach them on or before theclose of the Offer i.e December 24, 2002. Unregistered owners should not sign the transfer deed and thetransfer deed should be valid. Eligible persons to the Offer may also download a copy of Form of Acceptancecum Acknowledgement, which will be available on SEBI's website at www.sebi.gov.in from the offeropening date i.e. November 25, 2002 and apply in the same.

3. The form of Acceptance and Acknowledgement duly completed along with the share certificate(s), signedtransfer deed(s) and other documents should be submitted to the Registrar to the offer at the addressesmentioned hereinabove.

Shares in Dematerialized form

1. The Registrar to the Offer, MAS Services Private Limited have opened a special depository account withNational Securities Depository Ltd. (NSDL), styled "MAS SERVICES PRIVATE LIMITED ESCROWACCOUNT FOR OPEN OFFER OF SHARES OF BHARAT HOTELS LIMITED". The DP is Stock Holdingof India Limited having DP ID- IN301127 and the Beneficiary ID is 16242426.

2. Beneficial owners (holders of equity shares in Dematerialized Form) who wish to tender their equityshares will be required to send their Form of Acceptance cum Acknowledgement along with a photocopyof the delivery instructions in "Off-market" mode or counterfoil of the delivery instruction in "Off-market"mode, duly acknowledged by the Depository Participant ("DP"), in favour of the special depository account,to the Registrar to the Offer: MAS Services Private Limited, AB-4, Safdurjung Enclave, New Delhi-Telephone: 011 - 6104142 Fax: 011- 6181081 or at the centers mentioned above either by Hand Deliveryor by Registered Post, on or before the close of the Offer. i.e. 24th December, 2002 in accordance withthe instructions to be specified in the Letter of Offer and in the Form of Acceptance cum Acknowledgement.Beneficial owners should ensure to credit their shares in favour of the special depository account beforethe closure of the Offer. Shareholders having their beneficiary account in CDSL have to use inter-depository

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delivery instruction slip for the purpose of crediting their shares in favour of the special depository accountwith NSDL.

(e) In case of delay in receipt of statutory approvals, SEBI has power to grant extension of time to Acquirerfor payment of consideration to shareholders, subject to Acquirer agreeing to pay interest for the delayedperiod as directed by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations. Further, if thedelay occurs on account of willful default by DHL in obtaining the requisite approvals, Regulation 22(13)of SEBI (SAST) Regulations will also become applicable.

(f) Unaccepted Share Certificates, transfer deeds and other documents, if any, for technical reasons will bereturned by Registered Post / Courier at the shareholders / unregistered owners' sole risk. In case anyshareholder wants such payment or documents to be returned to an address different from that which isregistered with Bharat Hotels, they should send a communication of the same to the Registrar to theOffer at the following address:

MAS Services Pvt LtdAB-4 Safdurjung Enclave, New Delhi-110029

Phone: 011-6104142,6104326,6104292Fax: 011-6181081

(g) The Registrar to the Offer will hold in trust the share certificate(s), Form(s) of Acceptance and Authorityduly completed and the transfer deeds on behalf of shareholders of Bharat Hotels who have accepted theOffer, till the cheques / drafts for the consideration due to be paid under the Offer and/or the sharecertificates are posted to such shareholders.

(h) The last date of communicating rejection and / or payment of consideration for applications accepted isJanuary 11, 2003.

GDR Holders

· The GDR holders exercising their option to convert the GDRs held by them into equity shares can availthe offer. A copy of the Letter of Offer has been submitted to the Custodian of GDRs as required underRegulation 22(3). The procedure of acceptance would be same as in case of other existing equityshareholders.

9. MATERIAL DOCUMENTS FOR INSPECTION

The following documents are regarded as material documents and are available for inspection at theoffice of the Acquirers Deeksha Holdings Limited 401, World Trade Tower, Barakhamba Lane, New Delhi-110001 from 10.30 a.m. to 12.30 p.m. and from 2.30 p.m. to 4.30 p.m. on any working day, exceptSaturdays, until the offer closes:

a) Memorandum & Articles of Association and Certificate of Incorporation of DHL

b) Copy of Letter appointing M/s P N Vijay Financial Services Pvt. Ltd. as Managers to the Offer.

c) Copy of Letter appointing M/s MAS Services Pvt. Ltd. as Registrars to the Offer.

d) Memorandum of Understanding between DHL (Acquirer) and M/s. P N VIjay Financial Services Pvt. Ltd.,Managers to the Offer.

e) Copy of Certificate from M/s Dua & Associates, Auditors of the Company certifying Net-worth of theAcquirer DHL and the adequacy of resources of the Acquirer in fulfilling the obligations of the offer.

f) Annual Reports of DHL, Acquirer for the financial year 2000-01, 1999-2000 and 1998-99.

g) Annual Reports of Bharat Hotels, Target Company for the financial year2001-02, 2000-01, 1999-2000 and1998-99.

h) Escrow Agreement and lien letter from the Bank for escrow account.

i) Copy of Public Announcement

j) SEBI Observation Letter.

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10. RESPONSIBILITY STATEMENT

The Directors of the Acquirer accept full responsibility for the information contained in this Letter of Offer.DHL accept full responsibility for ensuring compliance of the SEBI (SAST) Regulations.Signed on behalf of the Board of Directors of Deeksha Holdings Limited

(Lalit Suri)Date: November 18, 2002Place: New DelhiEncl.: Form of Acceptance cum Acknowledgement & Transfer deeds.

C O LL E C T I O N C E N T R E SThe Form of Acceptance and Acknowledgement along with the share certificate (s), signed transfer form (s) andother documents should be submitted during business hours on Monday to Friday between 11 a.m. to 5 p.m. andSaturday between 11 a.m. to 1 p.m. at the following Centres :

Address Contact person Mode of delivery Phone Fax

MAS Services Pvt Ltd Mr N.K. Rastogi Hand Delivery/ 011-6104142, 011-6181081AB-4 Safdurjung Enclave, Registered Post 6104326,6104292New Delhi-110029

MAS Services Pvt Ltd. Mr Debasis Ghosh Hand Delivery/ 033-4647568World link Development Registered PostCorporation ,62 Southern Avenue,Calcutta-700029

MAS Services Pvt. Ltd. Mr Sanjiv Aggarwal Hand Delivery/ 0141-368071Agarwal Infin Consultants Registered Post 0141 -369250Pvt Ltd1st Floor, Anukampa Mension-II,MI Road , Jaipur-302001

MAS Services Pvt Ltd. Mr Suresh Shah Hand Delivery/ 079-6576038C/o Shah Consultancy Registered PostServices3-Sumanathi Nath Complex,Pritam Nagar Iind Phase EllisBridge, Ahmedabad-380006

MAS Services Pvt Ltd Mr B.K.Roy Hand Delivery/ 022-8595737 022-8595958Mahadev Infosynergies & Registered Post 022-8595754Net Tech (P) LtdB-402, Twin Arcade MilitaryRoad, Marol , Andheri (E),Mumbai-400059

MAS Services Pvt Ltd Mr S V Raman Hand Delivery/ 080-6546323904-33rd Cross 10th Main , Registered Post4th Block Jayanagar,Near R V Dental College,Bangalore-560011

Applicants who cannot hand deliver their documents at the Collection Centres referred above may send thesame by Registered Post, at their own risk and cost to the Registrar to the Offer atAB-4, Safdarjung Enclave, New Delhi. 110 029.

❈ ❈ ❈ ❈ ❈

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION(Please send this Form with enclosures to the Registrar to the Offer at their address given overleaf)

FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT

OFFER OPENS ON November 25, 2002

OFFER CLOSES ON December 24, 2002

From

Tel. No : _________Fax No : __________E-mail :___________________

To,MAS Services Pvt Ltd(Mention address of one of the collection centers as per convenience)

Dear Sir,Sub: Cash Offer to acquire 21,44,931 equity shares comprising of 15,44,929 existing equity shares ("Shares")and 6,00,002 underlying equity shares standing against Global Depository Receipt (GDRs) of Rs. 10/- each,representing 9.70% of the total paid up Equity Capital from the shareholders of BHARAT HOTELS LIMITED atan Offer price of Rs.28.00 per fully paid equity share by DEEHSHA HOLDINGS LIMITED. ("Acquirer").

I/We refer to the Letter of Offer dated 18th November, 2002 for acquiring the equity shares held by me / us inBHARAT HOTELS LIMITED.

I/We, the undersigned have read the Letter of Offer and understood its contents including the terms and conditionsas mentioned therein.

For Shares Held in Physical Form:

I/We, who hold shares in physical form, accept the offer and enclose the original share certificate(s) and dulysigned transfer deed (s) in respect of my/our shares as detailed below:

Ledger Folio No.____________No. of Share Certificate _______________________

Sl. No. Certificate No. Distinctive Nos. No. of SharesFrom To

(In case of insufficient space, please use additional sheet and authenticate it)

For shares held in Dematerialised Form:I/We, accept the offer and enclose a photocopy of the Delivery Instruction(s) duly acknowledged by DepositoryParticipant in respect of my/our shares as detailed below.

No. of shares Name of Beneficial owner DP Name DP ID Client IDoffered

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I/We confirm that I/We have credited the above stated number of shares to the special depository accountstyled as "MAS SERVICES PRIVATE LIMITED - ESCROW ACCOUNT FOR OPEN OFFER OF SHARES OFBHARAT HOTELS LIMITED" for which the DP ID is IN301127 and the Beneficiary Client ID is 16242426 bydoing the off market transaction.

I/We note and understand that the shares would lie in the said special depository account until the Acquirersmake payment of the purchase consideration as mentioned in the Letter of Offer.

I/We confirm that the equity shares of BHARAT HOTELS LIMITED which are being tendered herewith by me/usunder this offer, are free from liens, charges and encumbrances of any kind whatsoever.

I/We note and understand that the original share certificate(s) and valid share transfer deed(s) will be held intrust for me/us by you till the time you make payment of purchase consideration as mentioned in the Letter ofOffer.

I/We also note and understand that you will pay the consideration only after verification of the documents andsignatures.

I/We authorise you to accept the shares so offered which you may decide to accept in consultation with theManager to the Offer and in terms of the Letter of Offer and I/We further authorise you to return to me/us, equityshare certificate(s) in respect of which the offer is not found valid/not accepted, specifying the reasons thereofat my sole risk.

I/We authorise you or the Manager to the Offer to send by registered post/Courier the draft/ cheque, in settlementof the amount to the sole/first holder at the address mentioned above.

The Permanent Account No.(PAN/GIR No.) Allotted under the Income Tax Act, 1961 is as under:

1st Shareholder 2nd Shareholder 3rd Shareholder

PAN/GIR No.

Yours faithfully,signed and delivered

FULL NAME (S) SIGNATURE(S)1st Shareholder

2nd Shareholder

3rd Shareholder

Place :Date :

To avoid fraudulent encashment in transit, the applicants are requested to provide details of bank accountof the sole/first shareholder and the consideration cheque or demand draft will be drawn accordingly.

Address of the Branch Name of the Bank Account No Savings/Current/NRE/NRO/Others ( please tick)

Note :-Non Resident/ Foreign national shareholders should enclose a copy of the permission received from ReserveBank of India (RBI) to acquire the equity shares held by them in Bharat Hotel Limited. If the shares are heldunder General Permission of RBI, the Non Resident/ Foreign national shareholders should state that the shares

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are held under General Permission and also whether they are held on repatriable or non-repatriable basis. Non Resident/Foreign national shareholders should enclose No Objection Certificate/ Tax Clearance Certificateobtained from the Income Tax Authorities under Income Tax Act, 1961, indicating the tax to be deducted by theAcquirers before payment of consideration to such Non Resident/ Foreign national shareholders, otherwise thetax will be deducted at a rate as may be applicable as per the prevailing provision of the Income Tax Act, 1961to the category of the shareholders on the consideration payable by the Acquirers.

....................................................................(Tear Here).........................................................................

Acknowledgement slip for equity shares of Bharat Hotels Limited in terms of Letter of Offer dated 18thNovember, 2002

Received from Mr/Ms/M/s.______________________________ the Form of Acceptance cum Acknowledgement

-*Physical Shares ___________________Number of Certificates enclosed ____________ Folio No________ .

Certificate Numbers ____________________Total number of shares enclosed ________________________

* Dematerialised Shares : Copy of the Delivery Instruction(s) for _____ No. of Shares

(Tick whichever is applicable)

Stamp of Registrar to the Offer (Collection Centre)

Signature of the official

Note: All future correspondence if any should be addressed to:

MAS Services Pvt LtdAB-4 Safdurjung Enclave,New Delhi-110029 (Registrar to the Offer)Phone: 011-6104142,6104326,6104292 Fax: 011-6181081