JK Industries Ltd has informed BSE that pursuant to the order of Hon'ble High Court at Calcutta, the separate meetings of Equity Shareholders of the Company & Net flier Technologies Ltd will be held on September 07, 2006 for the purpose of considering, and, if thought fit, approving, with or without, modification(s), the arrangement embodied in the Scheme of Arrangement and Demerger between the Company and Net flier Technologies Ltd. J.K.Industries Limited has informed the Exchange regarding the Scheme of Arrangement and Demerger between J.K.Industries Limited(JKI) and Netflier Technologies Ltd. (NTL) as follows: 'The said scheme for transfer of Demerged Undertaking together with all its properties, assets, rights, benefits and interest therein, to NTL (Netflier Technologies Ltd.) and reorganization of share capital of JKI (J.K. Industries Ltd.), with effect from 1st October 2005, has been sanctioned by the Hon'ble High Court at Calcutta and the certified true copy of the Order of the said High Court has been filed with the Registrar of Companies, West Bengal pursuant to Section 394(3) of the Companies Act, 1956. Consequently the said Scheme has become effective on 11th January 2007 and operative with effect from 1st October 2005. Further the Company has fixed January 27, 2007 as the 'Record Date' for the purpose of said Scheme of Arrangement and Demerger.The details of the scheme are as follows - (1.1) Every shareholder of the Company holding equity shares as on the record date, will be issued and allotted Equity Shares of Netflier Technologies Limited (Name being changed to Netflier Finco Ltd.) in the ratio of one fully paid up Equity Share of Rs. 10 each of Netflier Technologies Limited for every 4 fully paid up Equity Shares of Rs. 10 each of J.K. Industries Limited (JKI) prior to reorganization of share capital of JKI as at 1.2 below. (1.2) - Reorganization of Equity Share Capital of the Company (JKI) whereby 3 fully paid up Equity Shares of Rs. 10 each will be issued for every 4 fully paid up Equity Shares of the Company held as on the Record Date. Consequently the shareholding in the Company shall stand reorganised e.g. for every 100 Equity Shares of the Company, the shareholders shall receive the following fully paid up Equity Shares :- 25 Equity Shares of Rs. 10 each (fully paid up) of Netflier Technologies Ltd., 75 Equity Shares of Rs. 10 each (fully paid up) of J.K. Industries Ltd.; (2.1) - Equity Shareholders who continue to hold their Equity Shares in physical form as on the Record Date shall be issued fresh share certificates consequent upon the reorganization of the capital as above and their original share certificates shall be deemed to be cancelled and non-est and not tradable on any Stock Exchange or otherwise from and after the Record Date. The shareholders need not surrender the existing share certificate as new share certificate wherever equity shares are held in physical form will be delivered by registered post irrespective of whether existing share certificates are surrendered or not; 2.2 - Equity Shareholders holding shares in the dematerialised form shall be credited/Equity Shares of Netflier Technologies Ltd and J.K. Industries Ltd. in dematerialised from, as above, in their respective accounts, in lieu of the Equity Shares held in J.K. Industries Ltd. as on the said Record Date. The Equity Shares of Netflier Technologies Limited (Name being changed to Netflier Finco Ltd.) to be issued as aforesaid to the Shareholders of J.K. Industries Limited are proposed to be listed pursuant to theScheme at the Bombay Stock Exchange Limited, National Stock Exchange of India Limited and Calcutta Stock Exchange Association Limited'. (As Per NSE Bulletin Dated on 12/01/2007) SUB. :- Scheme of Arrangement of J.K. Industries Ltd. (Scrip Code 530007) Trading members of the Exchange are hereby informed that, J.K. Industries Ltd. has fixed the Record Date for the Scheme of Arrangement of the company. Trading members are advised not to deal in the equity shares of the company with effect from the under mentioned date. COMPANY NAME CODE J.K. Industries Ltd. 530007 RECORD DATE 27.01.2007 NO DEALINGS DATE 19/01/2007 DR-206/2006- 2007 PURPOSE Scheme of Arrangement:- Demerger of holding and dealing in investments (Demerged Undertaking) to Netflier Technologies Ltd. (NTL). Consequent to the demerger of the Demerged Undertaking and vesting in NTL, the share holders of J.K. Industries Ltd. shall receive 25 (twenty five) equity shares of NTL for every 100 equity shares of J.K. Industries Ltd. prior to reorganization of share capital of J.K. Industries Ltd. Upon vesting and transfer of the Demerged Undertaking to NTL, the existing issued, subscribed and paid up equity share capital of the J.K. Industries Ltd. shall be reorganized in the following manner. An amount of Rs.2.50/- in the face value of Rs.10/- each fully paid up shall be cancelled. The balance paid up value of Rs.7.50/- per equity share of the company shall be consolidated into fully paid up equity shares of Rs.10/- each. Thus, 100 equity shares of the company of Rs.7.50/- each shall stand consolidated into 75 (seventy five) equity shares of Rs.10/- each fully paid up. That is for every 100 Equity Shares of the Company, the shareholders shall receive the following fully paid up Equity Shares :- 25 Equity Shares of Rs. 10 each (fully paid up) of Netflier Technologies Ltd., 75 Equity Shares of Rs. 10 each (fully paid up) of J.K. Industries Ltd. (As per BSE Notice dated on 15/01/2007) Trading members of the Exchange are hereby informed that the under mentioned equity shares of J.K. Industries Ltd. (Scrip Code: 530007; ISIN No: INE573A01034), are listed and permitted for trading on the Exchange with effect from Monday, March 19, 2007. Name of the Company : J.K. Industries Ltd. (JKIL) Registered Office : 7, Council House Street, Kolkata - 700 001. Tel. No. 033 - 2248 6181 Fax No. 033 - 2248 1641 Admin Office:3, Bahadur Shah Zafar Marg, New Delhi - 110 002. Tel. Nos. 011 - 2331 1112 - 5 Fax. Nos. 011 - 2373 9475 / 2332 2059 Securities: 3,07,94,510 Equity Shares of Rs.10/- each fully paid-up pursuant to Scheme of Arrangement of the Company. Distinctive numbers : 1 to 30794510 Scrip Code : 530007 Group : B1 Market Lot : 1 Share Face Value & Paid up value : Rs.10/- each fully paid Scrip ID on BOLT System : JKIND Abbreviated name on BOLT System : J K INDUSTR ISIN No. : INE573A01034 2. Trading members may note that the Equity Shares in dematerialised form after the reduction in the share capital of the company has been credited in the new ISIN No. INE573A01034. Henceforth, trading members should deal in the new ISIN No. INE573A01034 only and not to deal in the old ISIN No. INE573A01026. Trades effected in the scrip will be in a unit market lot, i.e., one share in the Rolling Settlement. Exit route scheme for small investors announced vide Exchange Notice No. 1302/ 1999 dated April 15, 1999 will be available. 3. Trading members may please note that 27,00,000 equity shares bearing distinctive nos. 19870285 to 22570284 are under lock-in upto 22-08-2009 and therefore these shares would not be good delivery in the market till then. The company has confirmed that the necessary corporate action has been executed to have lock-in period marked on relevant share certificates and/or in the depositoryÆs record. 4. The particulars of the Scheme of Arrangement are as mentioned below: a) The Scheme of Arrangement of the Company was approved by the Hon'ble High Court of Calcutta vide their order dated November 8, 2006. b) The effective date: January 11, 2007 c) Date of Allotment: January 29 2007 d) The issued, subscribed and paid-up equity capital of the Company before Scheme of Arrangement was Rs. 4105.93 lacs consisting of 4,10,59,346 equity shares of face value of Rs.10/- each fully paid up. e) Pursuant to scheme, the Investment Undertaking of the company was demerged into Netflier Technologies Ltd. (NTL), (name since changed to Netflier Finco Ltd.), and in consideration thereof, NTL has issued 25 equity shares of Rs.10/- each for every 100 equity shares of Rs.10/- each held in JKIL as on record date. f) Post demerger, the capital of JKIL got reorganized by canceling Rs.2.50 in the face value of every Rs.10/- fully paid up equity shares. The balance paid up value of Rs.7.50 per equity shares of the company thereafter consolidated into fully paid up equity shares of Rs.10/- each. Thus, for every 100 fully paid up equity share of Rs.10/- each, the shareholders received 75 new equity shares of Rs.10/- each. g) The issued, subscribed and paid-up capital of the company after the reduction in capital as above comes to Rs.3079.45 lacs consisting of 3,07,94,510 equity shares of face value of Rs.10 each fully paid up. 5. As per Exchange Notice No. 20070115-28 dated January 15, 2007, the company had fixed January 27, 2007 as 'Record Date', for giving effect to the scheme of arrangement and accordingly dealing in the abovementioned securities of the company was stopped with effect from January 19, 2007. 6. Trading members may also note that in respect of shares held in physical form, the company has issued new certificates without surrender of the old equity shares certificates of the company and accordingly the old share certificates shall stand cancelled. 7. Trading members of the Exchange are informed that the Equity Share certificates in physical form bearing the undermentioned distinctive numbers of the company as stated alongside shall be good/bad delivery in the market. Name of the company Distinctive Date of Good/ appearing on the share Numbers Issue Bad certificate Delivery J.K. Industries Ltd. 1-41059346 Before Record Bad Date J.K. Industries Ltd. 1-30794510 After Good Record Date Hence, trading members should take due care and abundant caution while dealing / receiving / delivering these shares of the company from/to the market. 8. The share transfer documents should be sent to the registrar of the company at the address mentioned below: M/s. Alankit Assignments Limited Unit: J. K. Industries Ltd. 2E/21, Alankit House, Jhandewalan Extension, New Delhi - 110 055. Tel Nos. 011- 4254 1234/ 2354 1234 Fax No. 011- 2355 2001 9. The Company's Financial Year ends on 30th September. (As per BSE Notice dated on 15/03/2007) Trading Members of the Exchange are hereby informed that the under-mentioned securities of Netflier Finco Limited (Formerly known as Netflier Technologies Ltd.) are listed and permitted for trading with effect from Tuesday, June 19, 2007. Name of the Company: Netflier Finco Limited (NFL) Registered Office: Link House, 3, Bahadur Shah Zafar Marg, New Delhi - 110 002 Tel. No. 011 23716670 / 2331 1112-7 Fax No. 011 2332 2059/ 23739475 E-mail: investornfl@jkmail.com Web: www.netflierfinco.com Securities : 1,03,14,836 Equity shares of Rs.10/- each fully paid-up issued to the shareholders of JK Tyre & Industries Ltd. (æJKTILÆ) (formerly J.K. Industries Ltd.) pursuant to the scheme of arrangement of the Company. Distinctive numbers : 1 to 10314836 Scrip Code : 532860 Group : B1 Group Market Lot : 1 Share Face Value : Rs.10/- each fully paid Scrip ID on BOLT System : NETFLIER Abbreviated name on BOLT System : NETFL FINCO ISIN No. : INE068I01012 2. Trading Members are requested to note that the Equity Shares in dematerialised form has been credited in the ISIN No INE068I01012. Trades affected in the scrip will be in unit market lot, i.e., one share in the Rolling Settlement. Exit route scheme for small investors announced vide Exchange Notice No. 1302/ 1999 dated April 15, 1999 will be available. 3. Trading members may please note that 9,00,000 equity shares of the Company, bearing distinctive nos. 6669374 to 7569373 are under lock-in till August 22, 2009 and therefore these shares would not be good delivery in the market till then. The company has confirmed that these equity shares are held in demat form for which necessary corporate action has been executed to have lock-in period marked in the depository's record. 4. The particulars of the Scheme of Demerger / Arrangement are as mentioned below: a) The Scheme of Demerger/Arrangement of the Company was approved by the Hon'ble High Court of Calcutta vide it's order dated November 8, 2006. b) Appointed Date: October 01, 2005 c) Effective Date: January 11, 2007 d) The issued, subscribed and paid-up capital of the company pre scheme of arrangement was Rs.5.00 lacs consisting of 50,000 Equity Shares of Rs.10/- each fully paid up. e) Pursuant to the Scheme of Arrangement between JK Tyre and Industries Ltd., ('JKTIL') (formerly J.K. Industries Ltd.), Netflier Finco Limited ('NFL') (formerly Netflier Technologies Ltd.) and their respective shareholders and creditors, the æInvestment undertaking' of JKTIL got demerged and vested in NFL on a going concern basis and in consideration thereof, NFL issued and allotted 1,02,64,836 equity shares of Rs.10/- each fully paid up to the shareholders of JKTIL on January 29, 2007, in the ratio of 1 (One) Equity share of Rs.10/- each fully paid-up for every 4 (Four) equity shares of Rs.10/- each held in JKTIL. f) The issued, subscribed and paid-up capital of the company post scheme of arrangement comes to Rs.1031.4836 lacs consisting of 1,03,14,836 Equity Shares of Rs.10/- each fully paid up. 5. As per Exchange Notice No. 20070115-28 dated January 15, 2007, JKTIL had fixed January 27, 2007 as 'Record Date', for giving effect to the Scheme of arrangement and accordingly dealing in the equity shares of JKTIL was stopped from January 19, 2007. The trading in the equity shares of JKTIL subsequent to Demerger and reduction had re-commenced w.e.f. March 19, 2007. 5. The Information Memorandum containing all the information about the company can be viewed at http://www.bseindia.com/ipo/schema.asp or on the CompanyÆs Website on http://www.netflierfinco.com 6. The share transfer documents should be sent to the registrar of the company at the address mentioned below: M/s. Alankit Assignments Limited Unit: Netflier Finco Ltd. 'Alankit House', 2E/21, Jhandewalan Extension, New Delhi - 110 055. Tel Nos. 011- 4254 1234/ 2354 1234 Fax No. 011- 2355 2001 E-mail: alankit@alankit.com 7. The Company's Financial Year ends on 30th September. (As per BSE Notice dated on 15/06/2007)