BF Utilities Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 25, 2009, has considered and approved the Composite Scheme of Arrangement between BF Utilities Ltd ('the Amalgamated Company / Demerged Company') and Bhalchandra Investment Ltd, Forge Investment Ltd, Mundhwa Investment Ltd, Jalakumbhi Investment and Finance Ltd, Jalakamal Investment and Finance Ltd, Kalyani Utilities Development Ltd (collectively called 'the Amalgamating Companies') and BF Investment Ltd ('the Resulting Company') and their respective shareholders and creditors (the Scheme ) under Section 391 and 394 of the Companies Act, 1956. BF Utilities Ltd has informed BSE that by an Order made on the October 09, 2009, the Hon'ble High Court of Judicature at Bombay has directed that a meeting of the Equity Shareholders of BF Utilities Ltd, (the Applicant Company) will be held on November 21, 2009, inter alia, to : 1. Consider and, if thought fit, approve with or without modification(s), the proposed arrangement embodied in the Scheme of Arrangement between Bhalchandra Investment Ltd ('First Amalgamating Company') and Forge Investment Ltd ('Second Amalgamating Company') and Mundhwa Investment Ltd ('Third Amalgamating Company') and Jalakumbhi Investment and Finance Ltd ('Fourth Amalgamating Company') and Jalakamal Investment and Finance Ltd ('Fifth Amalgamating Company') and Kalyani Utilities Development Ltd ('Sixth Amalgamating Company') and BF Utilities Ltd ('Amalgamated Company' / 'Demerged Company') and BF Investment Ltd ('Resulting Company') and their Respective Shareholders ('Scheme'). 2 Consider and, if thought fit, approve with or without modification(s), the following resolution as a Special Resolution : - Cancellation and reduction of the Capital Reserve Account and the Amalgamation Adjustment Account of the Amalgamated Company / Demerged Company ('BF Utilities Ltd') as provided in Clause 14.1.2 and 15.1 of the Scheme, as a part of the Scheme under Section 391 to 394 of the Companies Act, 1956, pursuant to provisions of Section 100 and other applicable provisions, if any, of the Companies Act, 1956 and Article 9 of the Articles of Association of the Company and subject to sanction by the Honourable High Court of Judicature at Bombay of the Scheme of Arrangement presented to that Court under Company Application No. 1064 of 2009 for Arrangement between Bhalchandra Investment Ltd ('First Amalgamating Company') and Forge Investment Ltd ('Second Amalgamating Company') and Mundhwa Investment Ltd ('Third Amalgamating Company') and Jalakumbhi Investment and Finance Ltd ('Fourth Amalgamating Company') and Jalakamal Investment and Finance Ltd ('Fifth Amalgamating Company') and Kalyani Utilities Development Ltd ('Sixth Amalgamating Company') and BF Utilities Ltd ('Amalgamated Company' / 'Demerged Company') and BF Investment Limited ('Resulting Company') and their Respective Shareholders, ('Scheme'). (As Per BSE Announcement Website dated on 12.10.2009) BF Utilities Ltd has informed BSE that on February 05, 2010, the Hon'ble Bombay High Court has passed an order approving the Composite Scheme of Arrangement between BF Utilities Ltd. ('Amalgamated Company' / 'Demerged Company') and Bhalchandra Investment Ltd, Forge Investment Ltd, Mundhwa Investment Ltd, Jalakumbhi Investment and Finance Ltd, Jalakamal Investment and Finance Ltd, Kalyani Utilities Development Ltd ('Amalgamating Company') and BF Investment Ltd ('Resulting Company') ('the Scheme'). The Scheme will become effective, once the certified / authenticated copy of the said order together with the Scheme, after receiving from the Hon'ble Court is filed and Registrar of Companies, Pune, Maharashtra. (As Per BSE Announcement Website dated on 05.02.2010) BF Utilities Ltd has informed BSE that the 'Record Date' for the purpose of determining shareholders of BF Utilities Ltd. (the Demerged Company) who are entitled to receive the New Equity Shares of BF Investment Ltd. (the Resulting Company) is fixed on March 12, 2010. As per Clause 12.2 of the Scheme, the Share Exchange Ratio is 1 (one) equity share of Rs. 5/- (Rupees Five only) each, credited as fully paid up of the Resulting Company (hereinafter called the 'New Equity Shares') for every 1 (one) equity share of face value of Rs. 5/- (Rupees Five only) each held in the Demerged Company on the Record Date. (As Per BSE Announcement Website dated on 02.03.2010) SUB. :- Scheme of Arrangement of BF Utilities Ltd. (Scrip Code 532430) Trading Members of the Exchange are hereby informed that, BF Utilities Ltd. has fixed the Record Date for the purpose of determining entitlement to the shareholders of the company pursuant to the Scheme of Arrangement of the company. COMPANY NAME CODE BF Utilities Ltd. (532430) RECORD DATE 12/03/2010 PURPOSE Scheme of Arrangement: - Demerger of the Investment Business Undertaking of BF Utilities Ltd. and its vesting in BF Investment Ltd. Upon the Scheme becoming effective, in consideration of the transfer and vesting of the Investment Business Undertaking of BF Utilities Ltd. into BF Investment Ltd., BF Investment Ltd. shall issue and allot in the ratio of 1 (ONE) equity share of Rs.5/- each fully paid up of BF Investment Ltd. for every 1 (ONE) Equity Share of Rs.5/- each fully paid up held in BF Utilities Ltd. EX-ENTITLEMENT DATE & SETT. NO. 11/03/2010 DR-233/2009- 2010 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice dated on 05.03.2010) Trading members of the Exchange are hereby informed that the under mentioned securities of BF Investment Limited are listed and permitted for trading on the Exchange with effect from Friday, Janaury 14, 2011. Name of the Company: BF Investment Limited Registered Office: Mundhwa, Pune Cantonment, Pune - 411 036 Tel Nos.: 020 - 2670 2460 / 2618 Fax Nos.: 020 - 2682 3061 Website: http://www.kalyanigroup.com/BFI.asp Company Secretary & Compliance Officer: Mr. Satish Kshirsagar Tel Nos.: 020- 2670 2777/ 2672 5153 Email: bfinvestment@vsnl.net Securities: 3,76,67,628 equity shares of Rs.5/- each fully paid-up issued pursuant to the scheme of arrangement of the company. Distinctive numbers: 1 - 37667628 Scrip Code: 533303 Group: T Market Lot: 1 Face Value & Paid up value: Rs.5/- each fully paid Scrip ID on BOLT System: BFINVEST Abbreviated name on BOLT: BF INVEST ISIN No.: INE878K01010 Lock in details: No. of Dist Nos Date up to which Securities under lock-in 552385 7924530 to 8476914 31.01.2014 4353472 16087216 to 20440687 31.01.2014 2627669 20477962 to 23105630 31.01.2014 2. The brief 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 Courts of Bombay vide its Order dated February 05, 2010. b) Appointed Date: April 01, 2009. c) Effective date: February 26, 2010. d) Date of Allotment: March 15, 2010. e) Pursuant to the Scheme, the Investment Business undertaking of BF Utilities Limited (BFUL) got demerged and vested in BF Investment Limited (BFIL) and in consideration thereof BFIL has allotted 3,76,67,628 equity shares of Rs.5/- each to the shareholders of the BFUL in the ratio of 1 fully paid equity share of Rs.5/- each of BFIL for every 1 equity share of Rs. 5/- each held in BFUL. f) The issued, subscribed and paid-up equity capital of the company post arrangement is Rs. 1883.38 lacs consisting of 3,76,67,628 equity shares of Rs.5/- each. 3. As per Exchange Notice No 20100305-36 dated March 05, 2010 the BFUL has fixed March 12, 2010 as Record date for giving effect to the scheme of arrangement and accordingly dealing in the abovementioned securities of BFUL was done on Ex-Entitlement basis with effect from March 11, 2010. 4. The Information Memorandum containing all the information about the company can be viewed at http://www.bseindia.com/ipo/schema.asp or on the Company's Website on http://www.kalyanigroup.com/BFI.asp 5. The name and address of the registrar and share transfer agent of the company is as mentioned below: Link Intime India Private Limited (Unit: BF Investment Limited) Block No.202, 2nd Floor, Akshay Complex, Near Ganesh Mandir, Off.Dhole Patil Road Pune - 411 001 Tel no.: 020 - 2605 1629/ 0084 Fax no: 020 - 2605 3503 6. The Company's Financial Year ends on 31st March. 7. The shareholding pattern of the company post scheme of arrangement is enclosed as Annexure I. (As Per BSE Notice dated on 12.01.2011)