Board has approved demerger of the Investment Division of the Company to Ashim Investment Company Ltd (AICL), an existing Investment Company registered as an NBFC with RBI. The demerger is proposed with a view to enable faster growth and development of the Cement business as a focused Cement Company. As part of the Scheme, the existing paid up capital of the Company shall be apportioned as under: Investment Division - Rs 5.53 Crores (10%) JKCL Residual (Cement business) - Rs 49.76 Crores (90%) In order to give effect to the proposed demerger, the existing paid up capital of AICL of Rs 10 Crores is proposed to be reorganised and reduced to Rs 43.5 lacs (approx.). On demerger and transfer of the Investment Division of the Company to AICL, the equity shareholders of the Company shall be entitled to receive one fully paid up equity shares of Rs 10 of AICL for every 10 fully paid up equity shares of Rs 10 each held by the Company as on the Record Date to be determined after the Scheme becomes effective. (As per BSE Bulletin dated on 05/08/2005) The shareholders of the Company, entitled to receive the paid up equity shares of AICL, shall in the alternate be entitled to receive fully paid up Cumulative Redeemable Preference Shares (CRPS) of AICL in the ratio of seven fully paid up CRPS of Rs 100 each of AICL against the entitlement of every ten fully paid up equity shares of Rs 10 each of AICL. The option to receive CRPS shall however be restricted to 20% of the aggregate value of the equity shares to be issued by AICL under the Scheme. Further the Company has informed that the Board has also decided to change the name of the Company from "JK Corp Ltd" to "JK Lakshmi Cement Ltd" subject to approval of the shareholders at the 65th Annual General meeting of the Company to be held on August 29, 2005. The company has informed that pursuant to the Order of Hon'ble High Court of Judicature for Rajasthan at Jodhpur, a meeting of the equity shareholders of the Company will be held on January 17, 2006, for the purpose of considering, and, if thought fit, approving with or without modifications, the proposed Scheme of Reconstruction, Arrangement and Demerger between the Applicant company and its shareholders and creditors and Ashim Investment Company Ltd and its shareholders and Creditors (Scheme). (As per BSE Bulletin dated on 26/12/2005) Trading members of the Exchange are hereby informed that, JK Lakshmi Cement Ltd. has fixed the Record Date for the Scheme of Reconstruction, Arrangement and Demerger between the company and Ashim Investment Company Ltd. and their respective Shareholders and Creditors. Trading Members are requested not to deal in the equity shares of the company with effect from the below mentioned date. RECORD DATE 19/04/2006 NO DEALINGS DATE 10/04/2006 Scheme of Reconstruction, Arrangement and Demerger:- (1) Upon the scheme becoming effective, the Demerged Undertaking (the Investment Division of the company) shall stand demerged from JK Lakshmi Cement Limited (JKLC) and transferred to and be vested in Ashim Investment Company Limited (AICL). AICL shall issue and allot to the members of JK Lakshmi Cement Limited, ONE fully paid-up equity share of Rs.10/- each of AICL for every TEN equity shares of Rs.10/- each, fully paid-up, held in JK Lakshmi Cement Limited. (2) Option to receive Cumulative Redeemable Preference Shares (CRPS) in lieu of equity shares of AICL. Every shareholder of JKLC entitled to receive equity shares of AICL, shall have an option to receive SEVEN fully paid up, 7% Cumulative Redeemable Preference Shares of Rs.10 each in lieu of their ONE equity share of Rs.10/- each in AICL. (3) Re-organisation of Capital of JKLC. An amount of Re.1/- in the face value of Rs.10/- of each fully paid-up equity share shall be cancelled as unrepresented. The balance paid-up value of Rs.9/- per equity share of JKLC (Residual), (as against the par value of Rs.10/-) shall be consolidated into fully paid-up equity shares of Rs.10/- each post consolidation. Thus, one hundred equity shares of Rs.9/- each in the reorganized paid-up equity share capital, of the aggregate face value of Rs.900/- shall stand consolidated into ninety equity shares of Rs.10/- each fully paid-up. The members of JK Lakshmi Cement Ltd. shall receive NINE fully paid new Equity Shares of the company of Rs.10/- each in lieu of every TEN fully paid existing Equity Shares of Rs.10/- each held by them. Trading Members are requested to take note of it. (As per BSE Bulletin dated on 04/04/2006) Trading members of the Exchange are hereby informed that the under mentioned new securities of JK Lakshmi Cement Ltd. (Scrip Code: 500380, ISIN No: INE786A01024) are listed and permitted for trading on the Exchange with effect from Wednesday, May 10, 2006. Name of the Company:JK Lakshmi Cement Ltd. Registered Office:Gulab Bhawan (Rear Wing), 3rd Floor, 6, Bahadur Shah Zafar Marg, New Delhi - 110 002 Tel. No: 011-41011116, 23738131 Fax no: 011-23739475 Securities:4,97,56,162 equity shares of Rs.10 each issued pursuant to the re-constitution in capital as per the scheme of arrangement. Distinctive numbers:1 - 49756162 Scrip Code:500380 Group:B1 group Market Lot:1 Share Scrip ID on BOLT System:JKLAKSHMI Abbreviated name on BOLT System:JK LAKSHMI ISIN No. :INE786A01024 For the year ending 31st March, 2006 these shares are entitled to full dividend. 2. Trading members may note that the Equity Shares in dematerialised form after the Scheme of Arrangement has been credited in the new ISIN No. INE786A01024. Henceforth, trading members should deal in the new ISIN No. INE786A01024 only and not to deal in the old ISIN No. INE786A01016. 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. 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 Courts of Rajasthan and Delhi, vide their orders dated March 23 and March 7, 2006 respectively. b)The effective date: March 31, 2006 c)Appointed Date: April 1, 2005 d)Date of Allotment: April 22, 2006 e)The issued, subscribed and paid-up equity capital of the Company before the Scheme of Reduction of Capital was Rs. 5528.46 lacs consisting of 5,52,84,624 equity shares of face value of Rs.10/- each fully paid up. f)Pursuant to the Scheme of Re-construction and demerger, the Investment Division of the company JK Lakshmi Cement Ltd. (JKLC) together with all assets and liabilities were demerged into Ashim Investment Company Ltd. (AICL) Post demerger, the existing equity shares of JKLC stand reduced to Rs.9/- by cancellation of Re.1/- out of the face value of Rs.10/- each fully paid up equity share. The balance paid-up value of Rs.9/- has been consolidated into fully-paid up equity shares of Rs.10 each. Thus, one hundred equity shares of Rs.9/- each in the re-organized paid-up equity share capital, of the aggregate face value of Rs.900/- shall stand consolidated into 90 equity shares of rs.10/- each fully paid-up g)The issued, subscribed and paid-up equity capital of the Company after the scheme of arrangement comes to Rs.4975.61 lacs consisting of 4,97,56,162 equity shares of face value of Rs.10/- each fully paid up. 5. As per Exchange Notice No. 20060404-27 dated April 4, 2006, the company had fixed April 19, 2006 as Record Date, for giving effect to the Scheme of Reconstruction of capital and accordingly dealing in the abovementioned securities of the company was stopped with effect from April 10, 2006. 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 Distinctive Date of Issue Good/Bad company Numbers Delivery appearing on the share certificate JK Lakshmi 1 - Before Cement Ltd. 55310302 Record Date Bad JK Lakshmi 1 - After Cement Ltd. 49756162 Record Date Good 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 : MCS Ltd. (Unit: JK Lakshmi Cement Ltd.) Attn: Mr.Shantanu Mukhopadhaya /Mr. Surinder Gupta Sri Venkatech Bhawan, W-40, Okhla Indl. Area, Phase - II New Delhi - 110 020 Tel. No.: 011 - 26384917 - 20 Fax No.: 011 - 26384907 9. The Company's Financial Year ends on 31stMarch. (AS PER BSE Bulletin dated on 08/05/2006)