JK Tyre & Industries Ltd. — Proxy Solicitation & Information Statement 2019

Feb 26, 2019

JKTIL:SECTL:SE:2019

26th February 20,l9

BSE LId,Phiroze Jeejeebhoy Towe rs,Dalal Street,M u m ba i-400 001 .	National Slock Exchange of lndia LtdExchange P laza, C-1 Block-GBandra Kurla Complex,Bandra(E),M umbai -400 05'1.
Th roug h: BSE Listing CentreScrip Code : 530007	Through: N EAPSCode: JKTYREScri

Dea r Sir,

Re: Notice of Extraor dinarv Genera lMeetinq

(1) This is further lo our retter dated 14th February 2019 thereby informing that the Board of Directors of the company approved issue of Eq;ity ah;r;; of 7 2l- each of the Company to the constituents of the promoter grorp on preferential basis, upto an amount aggregating to t 200Crores, ,rOj.it i. such approvals as may be required.

(2\ ln this connection, we encrose herewith Notice dated 2Orn February ?919 qf Extraordinary Generar Meeting schedured to be herd on zz"o trrtiici 2019, being dispatched to the .members holding equity shares ot f ne Company either in physical form or in demateriarized from, as on 15rh February 201g. The special Resolution togelher with the statement under section 10i of ttLe companies Act, 20'r 3 and instructions for voling contained in the said NOTICE is self-explanatory.

(31 we may further inform that the voting period begins on.r 9rh March 201g (10:00 A.M.) and ends on 21.r March 20i9 (5:00 p M), the cut_off dat; for determining the sharehorders'erigibirity to vote wiil be 15rh March 201g.

(2)

Th anking you,

yours faithfully, for JK Tyre & lnduslries Ltd.

(PK Rusl a Q"a

Vice President a & Company Setretary

CC to:

• (1) National Securities Depository Ltd Trade Wortd, 4th Floor Kamata l\rli s Compound, Se n apali Bap at Marg, Lower pa rel, [Iumbai-400 0't3
• (3) Alankit A ssig n ments Ltd., Alankit Heights, 3E/7. Jhandewalan Extension, New Delhi 110 055

Cenlral Depository Services (t) Ltd A Wing, 25rh Floor, lvlarathon Futurex, l,1af aUal Mills Compound, N[I Joshi Marg, Lower Paret (E), Mumbai-400013

As

Encl As a bove Admin. off.: 3, Bahadw Shah Zatu lhrg, ilc Delhi.'ll0 O2, Fax 9t1t.231122050, Pione: 91.i1.33001112,1{011n Regd. Ofi.: Jaytayg6in, PO - Tre Facbry, Kanlmli - 313 3,42 (R4astEn), Fax : 02952-232018, Ph. : 02952-302100 / 330011 & Websib : wwwjltyre.com CIN ; 1671mRJ1951P1-C045S66

3, Bahadur Shah Zafar Marg, New Delhi-110 002

NOTICE

NOTICE is hereby given that an Extraordinary General Meeting of the Members of JK Tyre & Industries Ltd. will be held at the Registered Office of the Company at Jaykaygram, PO-Tyre Factory, Kankroli - 313 342 (Rajasthan) on Friday, 22nd March 2019 at 12.30 P.M. to transact the following business:

To consider and if thought fit, to pass with or without modification(s), the following as a Special Resolution:

"RESOLVED that pursuant to the provisions of Sections 23, 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and rules thereunder or any statutory modification(s) or re-enactment(s) thereof and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, (hereinafter referred to as "SEBI (ICDR) Regulations"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, and the provisions of Memorandum and Articles of Association of the Company, and subject to the other rules, regulations and guidelines, as may be applicable and subject to such other approval(s), consent(s), permission(s) and/or sanction(s), if any, and agreed to by the Board of Directors of the Company, which term shall deem to include the Committee of Directors (hereinafter referred to as "the Board"); consent, approval and authority of the Company be and is hereby accorded to the Board, to create, offer, issue and allot further capital out of unissued capital of the Company, by way of preferential issue, upto 1,94,17,400 fully paid Equity Shares of 2/- each (Equity Shares) at a price of 103/- per Equity Share inclusive of premium of ` 101/- per Equity Share, in one or more tranches, for cash to Bengal & Assam Company Ltd. and BMF Investments Ltd., constituents of the Promoter Group of the Company, price of which has been determined in accordance with Chapter V of the SEBI (ICDR) Regulations, with respect to the Relevant Date i.e., 20th February 2019 as per details contained in the Statement under Section 102 of the Act annexed hereto, which shall be deemed to form part hereof.

RESOLVED further that the Equity Shares to be issued and allotted in terms of this Resolution shall rank pari passu in all respects including as to dividend and voting rights, from the date of allotment thereof, with the existing fully paid-up Equity Shares of face value of ` 2/- each of the Company, subject to the relevant provisions contained in the Memorandum and Articles of Association of the Company and that the Equity Shares so allotted shall be subject to lock-in requirements as provided under the SEBI (ICDR) Regulations.

RESOLVED further that the Equity Shares shall be allotted in dematerialised form within a period of 15 (fifteen) days from the date of passing of this Resolution, provided that where the allotment of equity shares is subject to any approval or permission from any statutory or regulatory authority, the period of fifteen days shall be counted from the date of receipt of such approval or permission, as the case may be or such other extended period as may be permitted under applicable SEBI (ICDR) Regulations, as amended from time to time and the said Equity Shares shall be listed on the Stock Exchanges on which the existing Equity Shares of the Company are listed.

RESOLVED further that for the purpose of giving effect to the above, the Board be and is hereby authorized to do all such acts, deeds and things as it may in its absolute discretion deem necessary, desirable or expedient for the purpose of the issue or allotment of the aforesaid Equity Shares and listing of the Equity Shares with the Stock Exchanges and to resolve and settle any questions or difficulties that may arise in the proposed issue, offer and allotment of the said securities, utilization of issue proceeds, and to do all such acts, deeds and things in connection therewith and incidental thereto as the Board in its absolute discretion deem fit, without being required to seek any further consent or approval of the Members."

Regd. Office: By Order of the Board Jaykaygram, PO - Tyre Factory, Kankroli - 313 342(Rajasthan) Phone: 02952-302400/330011 Fax: 02952-232018 E-mail Id: investorjktyre@jkmail.com CIN: L67120RJ1951PLC045966 Pawan Kumar Rustagi Website: www.jktyre.com Vice President (Legal) & Date: 20th February 2019 Company Secretary

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF.SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.

A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

• 1. Statement pursuant to Section 102 of the Companies Act, 2013 (Act), setting out the material facts concerning Item of the Notice, is annexed hereto.
• 1. Relevant documents referred to in the accompanying Notice and the Statement pursuant to Section 102 of the Act, shall be available for inspection at the Registered Office and the copies thereof at the Administrative Office of the Company during normal business hours (between 10.30 A.M. to 1.00 P.M.) on all working days upto and including the date of the Extraordinary General Meeting (EGM) and also at the venue of the Meeting.
• 1. In furtherance of the Go Green Initiative of the Government, electronic copy of the Notice of this EGM along with Admission Slip and Proxy Form are being emailed to all the members whose email addresses are registered with the Company/Depository Participants (Physical

copy of the aforesaid documents may be sent on request by any such Member).

• 1. Physical copy of the Notice of this EGM along with Admission Slip and Proxy Form are being sent to those members who have not registered their email addresses with the Company/Depository Participants. The Notice of this EGM along with Admission Slip and Proxy Form will also be available on the Company's website www.jktyre.com.
• 1. Members who have not registered their email addresses so far are requested to register their e-mail addresses for receiving all communications including Annual Report, Notices, Circulars, etc. from the Company electronically.
• 1. Remote e-voting procedure:

In compliance with the provisions of Section 108 of the Companies Act, 2013 read with relevant rules thereunder and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company is pleased to provide members, facility to exercise their right to vote at this EGM by electronic means and the business may be transacted through remote e-voting services provided by Central Depository Services (India) Limited (CDSL). Remote e-voting is optional. The facility for voting by ballot/polling paper shall also be made available at the EGM and members attending the EGM who have not already cast their vote by remote e-voting shall be able to exercise their right to cast vote at the EGM.

The instructions for shareholders for remote e-voting are as under:

• (i) The voting period begins on 19th March, 2019 from 10.00 A.M. and ends on 21st March, 2019 at 5.00 P.M. During this period members' of the Company, holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e., 15th March 2019 may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.
• (ii) Shareholders who have already voted prior to the EGM date may attend the EGM but would not be entitled to vote at the EGM.
• (iii) Log on to the e-voting website www.evotingindia.com during the voting period and click on 'Shareholders/Members' tab.
• (iv) Shareholders maintaining their holding in Demat form should enter their User ID (For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID followed by 8 Digits Client ID). Members holding shares in physical form should enter Folio Number registered with the Company.
• (v) Enter the characters displayed on the Image Verification and click on Login.
• (vi) Members holding shares in demat form and had logged on to www.evotingindia.com and voted earlier for any company, then your existing password is to be used.
• (vii) For the first time user, follow the steps given below:

	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department.(a) Members who have not updated their PAN with the Company/Depository Participant, are requested to use thefirst two letters of their name in Capital Letters followed by 8 digits of the sequence number (please see (c) below)in the PAN field.(b) In case the sequence number is less than 8 digits, enter the applicable number of 0's before the sequencenumber and after the first two characters of the name in CAPITAL letters e.g., if your name is Ramesh Kumar andsequence number is 1, then enter RA00000001 in the PAN field.(c) For details of sequence number, please refer to Admission Slip on which your address and other details ofshareholding are mentioned or email text as the case may be.
Dividend BankDetailsOR Date ofBirth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in theCompany records in order to login.If both the details are not recorded with the depository or Company please enter the member id/folio number in theDividend Bank details field as mentioned in instruction (iv).

• (viii) After entering these details appropriately, click on "SUBMIT" tab.

• (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (x) For Members holding shares in physical form, the details can be used only for remote e-voting on the resolutions contained in this Notice.

• (xi) Click on the EVSN relevant for JK Tyre & Industries Ltd.

• (xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

• (xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

• (xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

• (xvi) You can also take out print of the voting done by you by clicking on "Click here to print" option on the voting page.

• (xvii) If a demat account holder has forgotten the changed login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xviii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

• (xix) Note for Non–Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia. com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@ cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• (xx) Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e., 15th March 2019 may follow the same instructions as mentioned above for remote e-voting.

• (xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section. The contact details of official responsible to address grievances connected with remote e-voting are Shri Rakesh Dalvi, Manager, Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mills Compound, N M Joshi Marg, Lower Parel (E), Mumbai – 400 013; Phone No. 1800225533 or write an email to helpdesk.evoting@cdslindia.com.

• (xxii) The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 15th March 2019 and a person who is not a member as on the cut-off date should treat the Notice for information purpose only.

• (xxiii) The Company has appointed Shri Ronak Jhuthawat (Certificate of Practice No.-12094) of M/s Ronak Jhuthawat & Co., Company Secretary in practice as Scrutinizer and Shri Mohit Vanawat (Certificate of Practice No.-16528) of M/s Mohit Vanawat & Associates, Company Secretary in Practice as Alternate Scrutinizer, to scrutinize the voting (at EGM venue) and remote e-voting process in a fair and transparent manner.

• (xxiv) The Scrutinizer shall, immediately after the conclusion of voting at the EGM, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in employment of the Company and make, not later than 3 days of conclusion of the Meeting, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman of the Company or a person authorized by him in writing, who shall countersign the same. The Chairman or a person authorized by him in writing shall declare the result of the voting forthwith.

• 1. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e., 15th March 2019 and who has not cast vote by remote e-voting, and being present at the EGM either personally or through proxy, only shall be entitled to vote at the EGM. Ballot papers will be available at the venue of the EGM.
• 1. The results declared along with the consolidated Scrutinizer's Report shall be placed on the Company's website www.jktyre.com and on the website of CDSL (www.evotingindia.com) and shall simultaneously be forwarded to the Stock Exchanges. The result of the voting will also be displayed at the Notice Board at the Registered Office and the Administrative Office.
• 1. This Notice also contains a route map of the venue of EGM.

STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

As per Sections 23, 42, 62 of the Companies Act, 2013 read with rules thereunder and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI (ICDR) Regulations"), consent of the Members of the Company by way of a Special Resolution is required for allotment of Equity Shares on preferential basis to one or more constituents of the Promoter Group of the Company.

The Board of Directors of the Company, at its meeting held on 14th February 2019, subject to necessary approval(s), has approved the proposal for issuing such number of fully paid Equity Shares of 2/- each (Equity Shares) for an aggregate consideration of upto 200 Crores (Rupees Two Hundred Crores), inclusive of such premium as may be fixed on such Equity Shares, on preferential basis, to the constituents of the Promoter Group of the Company.

• (A) Pricing of the Issue: The price of ` 103/- per Equity Share to be issued on preferential basis, has been determined in accordance with the SEBI (ICDR) Regulations, which is not less than higher of the following:
  • i) the average of the weekly high and low of the volume weighted average price of the Equity Shares of the Company quoted on the recognized stock exchange during the twenty six weeks preceding the Relevant Date; or
  • ii) the average of the weekly high and low of the volume weighted average prices of the Equity Shares of the Company quoted on the recognized stock exchange during the two weeks preceding the Relevant Date.

The price has been determined on the basis of the price of the Equity Shares of the Company available on the recognized Stock Exchange having highest trading volume during the preceding twenty six weeks prior to the Relevant Date.

• (B) Relevant Date: The Relevant Date for the purpose of pricing of the Equity Shares shall be 20th February 2019, being the date which is 30 days prior to the date of this Meeting, determined in accordance with SEBI (ICDR) Regulations.
• (C)The relevant disclosures as required under the Companies Act, 2013 and the SEBI (ICDR) Regulations are as follows:
  • a) Objects of the Preferential Issue: With a view to augment the Net Worth of the Company and also the long term finance, it is proposed to make preferential issue of Equity Shares of the Company upto an aggregate amount of ` 200 Crores to the Promoter Group. This will also strengthen the financial base of the Company and maximize overall value for all shareholders of the Company.
  • b) Maximum Number of securities to be issued: The Company proposes to issue upto 1,94,17,400 fully paid Equity Shares of 2/- each (Equity Shares) at a price of 103/- per Equity Share inclusive of premium of ` 101/- per Equity Share.
  • c) Intent of the Promoters, Directors or Key Managerial Personnel of the Company to subscribe to the offer: The preferential issue is being made to the constituents of the Promoter Group of the Company, as mentioned hereunder. Except this, none of the Promoters or Directors or Key Managerial Personnel of the Company intend to subscribe to the offer on preferential basis.
  • d) Shareholding Pattern of the Company before and after the Preferential Issue would be as under:

SL.	Category	Before Preferential Issue			After Preferential Issue
no		No. of Equity Shares	% of	No. of Equity Shares	% of
		(` 2/- each)	holding	(` 2/- each)	holding
A	Promoter Group
(1)	Indian
	a. Individuals/HUFs	4689105	2.07	4689105	1.90
	b. Bodies Corporate	114343550	50.41	133760950	54.32
	Sub-total A(1)	119032655	52.48	138450055	56.23
(2)	Foreign	-	-	-	-
	Sub-total A(2)	-	-	-	-
	Total Shareholding of Promoter Group	119032655	52.48	138450055	56.23
	{Sub-total A = A(1)+ A(2)}
B	Non – Promoter Group (Public)
(1)	Institutions
	a. Mutual Funds	1711019	0.75	1711019	0.69
	b. Financial Institutions/Banks	535932	0.24	535932	0.21
	c. Insurance Companies	2659578	1.17	2659578	1.08
	d. Foreign Portfolio Investors	14400116	6.35	14400116	5.85
	Sub-total B(1)	19306645	8.51	19306645	7.83
(2)	Central Government/	2131873	0.94	2131873	0.87
	State Government(s)
(3)	Non-Institutions	86342307	38.07	86342307	35.07
Non – Promoter Group (Public) Shareholding {Sub-total		107780825	47.52	107780825	43.77
	B = B(1)+B(2)+B(3)}
C.	Non Promoter - Non Public	-	-	-	-
	Grand Total (A)+(B)+(C)	226813480	100.00	246230880	100.00

Above shareholding pattern is based on the details as on 15th February 2019.

e) The time frame within which the Preferential Issue shall be completed: In terms of the SEBI (ICDR) Regulations, the Company shall complete allotment of Equity Shares pursuant to this Resolution within a period of 15 (fifteen) days from the date of passing of this Resolution by the members of the Company, provided that where the allotment of equity shares is subject to any approval or permission from any statutory or regulatory authority, the period of fifteen days shall be counted from the date of receipt of such approval or permission, as the case may be or such other extended period as may be permitted under applicable SEBI (ICDR) Regulations, as amended from time to time.

f) Identity of the natural person(s) who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottee(s), the percentage of post preferential issue capital that may be held by them and change in control, if any in the Company consequent to the preferential issue:

Name(s) of the proposed allottee(s) and [the natural person(s)	Before Preferential Issue		After Preferential Issue
who are the ultimate beneficial owners of the shares proposed	No. of	% of	No. of	% of
to be allotted and/or who ultimately control]	Equity Shares	Holding	Equity Shares	Holding
Bengal & Assam Company Ltd.(BACL), promoter	55074250	24.28	61434600	24.95
[Not Applicable(N.A.), being a Listed Company]
BMF Investments Ltd., a constituent of the promoter group	25807500	11.38	38864550	15.78
[N.A., being a step-down subsidiary of BACL]

The proposed preferential allotment will not result in any change in control of the Company.

• g) Auditors' Certificate: The Auditors' Certificate certifying that the issue is being made in accordance with the requirements of SEBI (ICDR) Regulations, shall be kept open for inspection by the Members at the Registered Office of the Company on all working days between 10.30 AM to 1.0 PM upto 22nd March 2019 being the date on which the above resolution shall be deemed to have been passed, if approved by the requisite majority.
• h) Undertakings: In terms of SEBI (ICDR) Regulations, the Company hereby undertakes that:
  • (i) It shall re-compute the price of the securities specified above in terms of the provision of these Regulations where it is required to do so. (ii) If the amount payable on account of the re-computation of price is not paid within the time stipulated in these Regulations, the securities specified above shall continue to be locked-in till the time such amount is paid by the allottees.
• (i) Neither the Company nor any of its Directors or promoters are wilful defaulters.
• (j) During the financial year commencing 1st April, 2018 and during the twelve months preceding the date of issue of this Notice, the Company has not allotted any securities on preferential basis.
• The Resolution is in the interest of the Company and its Members and accordingly recommended for approval of the Members by means of a Special Resolution.

None of the Directors and Key Managerial Personnel (KMP) of the Company and/or their relatives are concerned or interested, financially or otherwise, in the above resolution except: Dr. Raghupati Singhania, Shri Bharat Hari Singhania and Shri Bakul Jain as Directors/ Members of BACL, and their relatives and Shri Anshuman Singhania as a Member of BACL and his relatives, and Shri PK Rustagi (KMP) as a Director of BMF Investments Ltd.

Regd. Office: By Order of the Board Jaykaygram, PO - Tyre Factory, Kankroli - 313 342(Rajasthan) Phone: 02952-302400/330011 Fax: 02952-232018 E-mail Id: investorjktyre@jkmail.com CIN: L67120RJ1951PLC045966 Pawan Kumar Rustagi Website: www.jktyre.com Vice President (Legal) & Date: 20th February 2019 Company Secretary

FOR ATTENTION OF THE SHAREHOLDERS

Regd. Office: Jaykaygram, PO-Tyre Factory, Kankroli - 313 342(Rajasthan) Phone: 02952-302400/330011; Fax: 02952-232018; Email id: investorjktyre@jkmail.com CIN: L67120RJ1951PLC045966; Website: www.jktyre.com

		ADMISSION SLIP
Folio No. or DP Id/Client-Id	:
Name & Address of the Member	:
No. of Shares held	:
Sequence Number for E-voting$	:
(Rajasthan) on Friday, the 22nd March 2019 at 12.30 P.M.		I hereby record my presence at the Extraordinary General Meeting of the Company being held at Jaykaygram, PO-Tyre Factory, Kankroli - 313 342
Name of the Proxy-holder/ Authorised Representativeattending the Meeting *(in block letters)
* Strike out whichever is not applicable.		$ Applicable for shareholders who have not updated their PAN with the Company/Depository Participant.
		Signature of the Member/Proxy/Authorised Representative
		Notes: 1. A member/proxy/authorised representative wishing to attend the Meeting must complete this Admission Slip before coming to
	Meeting and hand it over at the entrance.
	least 48 hours before the Meeting.	2. If you intend to appoint a proxy, please complete, stamp, sign and deposit the Proxy Form at the Company's Registered Office at
		Regd. Office: Jaykaygram, PO - Tyre Factory, Kankroli - 313 342(Rajasthan)Phone: 02952-302400/330011; Fax:02952-232018; Email id: investorjktyre@jkmail.comCIN: L67120RJ1951PLC045966; Website :www.jktyre.com
		PROXY FORM[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies(Management and Administration) Rules, 2014]
Name of the CompanyRegistered Office	: JK Tyre & Industries Ltd.: Jaykaygram, PO-Tyre Factory, Kankroli-313 342 (Rajasthan)
Name of the member(s)	:
Registered Address	:
E-mail Id	:
Folio No/ Client Id	:
DP ID	:
	I/We, being member(s) of …………shares of JK Tyre & Industries Ltd., hereby appoint
1. NameAddress	::
E-mail Id	:
Signature2. Name	:………………………., or failing him:
AddressE-mail Id	::
Signature	:………………………., or failing him
3. NameAddress	::
E-mail IdSignature	::……………………….	P.T.O.

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extraordinary General Meeting of the Company, to be held on Friday, 22nd March 2019 at 12.30 P.M. at Jaykaygram, PO - Tyre Factory, Kankroli - 313 342 (Rajasthan) and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution Description		AGAINST
Issue up to 1,94,17,400 fully paid Equity Shares of 2/- each at a price of 103/- per Equity Share (inclusive
of premium of ` 101/- per Equity Share) to the constituents of the Promoter Group, on preferential basis.

Signed this…............day of………………...2019

Affix
Revenue
Stamp

Signature of shareholder Signature of Proxy Holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.