Ajmera Realty & Infra India Limited — Proxy Solicitation & Information Statement 2021

Oct 14, 2021

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Ref: SEC/ARIL/BSE-NSE/2021-22

Date: 14[th] October, 2021

The Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai – 400 001 Script Code : 513349	National Stock Exchange of India Limited 5thFloor, Exchange Plaza, Bandra Kurla Complex Bandra (East) Mumbai-400051 Script Code : AJMERA

Sub: Notice of Meeting of the Equity Shareholders to be held on November 15, 2021 ("Notice") pursuant to the directions of the Hon'ble National Company Law Tribunal, Mumbai Bench.

Dear Sir/Madam,

In continuation to intimation dated 5[th] October, 2021 and in compliance with the applicable provisions of the Companies Act, 2013 (“the Act”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), further notice is hereby given that meeting of the equity shareholders (“ the Meeting” ) of the Company will be held through video conferencing (“VC”) / other audio visual means (“OAVM”) on Monday, 15[th] November, 2021 at 04:00 PM.

The Notice of the Meeting is being emailed to all members who stands in the Register of Members as on 8[th] October, 2021. . It is also available on the website of the Company viz., www.ajmera.com

Copy of the Notice and Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, of the aforesaid Meeting is attached.

This is for your information and records.

Thanking You.

Yours faithfully,

For AJMERA REALTY & INFRA INDIA LIMITED

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HARSHINI B. PARIKH COMPANY SECRETARY & COMPLIANCE OFFICER Encl: As above

AJMERA REALTY AND INFRA INDIA LIMITED CIN: L27104MH1985PLC035659

Registered Office: 2[nd] Floor, Citi Mall Link Road, Andheri (W), Mumbai – 400053, Tel No: +91 22 6698 4000 Fax No.: +91 22 2632 5902 E-mail: investors@ajmera.com Website: www.ajmera.com

NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF AJMERA REALTY AND INFRA INDIA LIMITED CONVENED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

MEETING OF THE EQUITY SHAREHOLDERS OF AJMERA REALTY AND INFRA INDIA LIMITED

MEETING OF THE EQUITY SHAREHOLDERS OFAJMERA REALTY AND INFRA INDIA LIMITED	MEETING OF THE EQUITY SHAREHOLDERS OFAJMERA REALTY AND INFRA INDIA LIMITED
Day	Monday
Date	15th November, 2021
Time	04.00p.m.
Venue	In view of the ongoing COVID-19 pandemic and related social distancing norms, as per the directions of the Hon’ble National Company Law Tribunal, Special Bench, Mumbai, the meeting shall be conducted through video conferencing / other audio-visual means.

		E-VOTING
Commencing on	Friday, 12th November, 2021 at 09.00 a.m.
Ending on	Sunday, 14th November, 2021 at 05.00 p.m.
E-voting at the meeting start and end time	E-voting will remain open from the commencement of the NCLT Convened Meeting (“NCM”) of equity shareholders of Ajmera Realty And Infra India Limited and shall end 15 minutes after closure of the said meeting.

INDEX

Sr. No.	Contents	Page No.
1	Notice convening Meeting of the Equity Shareholders of Ajmera Realty And Infra India Limited as per the directions of the National CompanyLaw Tribunal,Mumbai Bench	3
2	Explanatory Statement under Section 230(3) read with Section 102 and other applicable provisions of the Companies Act,2013	12
3	Annexure 1 Scheme of Arrangement between Ajmera Realty and Infra India Limited and Radha Raman Dev Ventures Private Limited and their respective Shareholders under Sections 230-232 and other applicable provisions of the Companies Act,2013	26
4	Annexure 2 Share Entitlement Report dated 13thJanuary, 2020 issued by M/s. SSPA & CO., Chartered Accountants and M/s. R V Shah & Associates,Chartered Accountants	51
5	Annexure 3 Fairness Opinion dated 13thJanuary,2020 issued byM/s. Libord Advisors Private Limited	63
6	Annexure 4 Copyof Observation letter dated March 26,2021 from BSE Limited to Ajmera RealtyAnd Infra India Limited	67
7	Annexure 5 Copy of Observation letter dated March 26, 2021 from National Stock Exchange of India Limited to Ajmera RealtyAnd Infra India Limited	69
8	Annexure 6 Complaint Reports dated 18thFebruary, 2020 submitted by Ajmera Realty And Infra India Limited to National Stock Exchange of India Limited and BSE Limited,respectively	71

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9	Annexure 7 Report adopted by the Board of Directors of Ajmera Realty And Infra India Limited in its Meeting held on 13th January,2020pursuant to theprovisions of Section 232(2)(c)of the Companies Act,2013	73
10	Annexure 8 Report adopted by the Board of Directors of Radha Raman Dev Ventures Private Limited in its Meeting held on 13thJanuary,2020pursuant to theprovisions of Section 232(2)(c)of the Companies Act,2013	75
11	Annexure 9 The applicable information of Radha Raman Dev Ventures Private Limited in the format specifed for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations,2018	77
12	Annexure 10 Statement of Unaudited Financial Results for the period ended 30thJune 2021 of Ajmera Realty And Infra India Limited alongwith the Limited Review Report	86
13	Annexure 11 Unaudited Financial Statement of Radha Raman Dev Ventures Private Limited as on 30thJune 2021 alongwith Limited Review	91

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Form CAA2 [Pursuant to Section 230(3) and Rule 6 of the Companies (Compromises, Arrangements & Amalgamation) Rules, 2016]

COMPANY SCHEME APPLICATION NO. 144 of 2021

AJMERA REALTY AND INFRA INDIA LIMITED …..APPLICANT COMPANY

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF THE APPLICANT COMPANY

NOTICE is hereby given that by an Order dated 22[nd] September, 2021, in the above mentioned Company Scheme Application (the ‘Order’) , the Hon’ble National Company Law Tribunal, Mumbai Bench (‘NCLT’ or ‘Tribunal’) has directed a Meeting of the Equity Shareholders of the Applicant Company be held for the purpose of considering, and if thought fit, approving with or without modification(s), the arrangement embodied in the Scheme of Arrangement between Ajmera Realty and Infra India Limited and Radha Raman Dev Ventures Private Limited and their respective Shareholders under Sections 230-232 and other applicable provisions of the Companies Act, 2013 (‘the Scheme’) .

In pursuance of the said Order and as directed therein further Notice is hereby given that a Meeting of the Equity Shareholders (“ the Meeting ”) of the said Applicant company will be held on Monday, 15[th] November, 2021 at 4.00 P.M (IST) through Video Conferencing (“ VC ”) / Other Audio Visual Means (“ OAVM ”) in compliance with the applicable provisions of the Companies Act, 2013 and General Circulars No. 14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 5, 2020, No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020 and General Circular No. 10/2021 dated June 23, 2021 issued by Ministry of Corporate Affairs (“MCA Circulars”) and the circulars issued by Securities and Exchange Board of India (“SEBI”) from time to time and in compliance with the provisions of the Companies Act, 2013 (“the Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) to transact the following business:

To consider and, if thought fit, to pass with or without modification(s) and with requisite majority, the following resolution under Section 230 read with Section 232 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), and other applicable provisions of Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the provisions of the Memorandum and Articles of Association of the Company for approval of the arrangement embodied in the Scheme of Arrangement between Ajmera Realty and Infra India Limited and Radha Raman Dev Ventures Private Limited and their respective Shareholders under Sections 230-232 and other applicable provisions of the Companies Act, 2013 (‘the Scheme’) :

”RESOLVED THAT pursuant to the provisions of Section 230 read with section 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013, the rules, circulars, and notifications made thereunder (including any statutory modification or re-enactment thereof) as may be applicable, the Securities Exchange Board of India Circular No CFD/DIL3/ CIR/2017/21 dated 10[th] March 2017, the observation letters issued by BSE Limited and the National Stock Exchange of India Limited dated 26[th] March, 2021, respectively and subject to provisions of the Memorandum and Articles of Association of the Company and subject to approval of the Hon’ble National Company Law Tribunal, Mumbai Bench (‘NCLT’) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the Hon’ble NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Arrangement between Ajmera Realty and Infra India Limited and Radha Raman Dev Ventures Private Limited and their respective Shareholders under Sections 230-232 and other applicable provisions of the Companies Act, 2013, be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon’ble NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper.”

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As permitted by MCA through MCA circular and directed by the NCLT, the Notice along with the explanatory statement shall be sent by email to all those shareholders whose E-mail Id is registered with the Company or by courier for those shareholders whose E-mail ID is not registered. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Companies Act read with the rules framed thereunder and the MCA Circulars, the Company has extended only the remote e-voting facility for its members, to enable them to cast their votes electronically instead of submitting the postal ballot form. The instructions for remote e-voting are appended to the Notice. The members can vote on resolutions through remote e-voting facility or through voting during the meeting. Assent or dissent of the members on the resolution mentioned in the Notice would only be taken through the remote e-voting system as per the MCA Circulars. Only those Members, who will be present in the Meeting through VC/OAVM Facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the Meeting.”

Pursuant to the provisions of the Companies Act, a Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this meeting is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Equity Shareholders will not be available for the meeting and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

The members may refer to the Notes to this Notice for the details of remote e-voting. The voting rights of the Equity Shareholders shall be in proportion to their Equity Shareholding in the Company as on closure of business hours on Monday, 8[th] November, 2021 (‘ Cut-off Date ’). As directed by the Hon’ble NCLT, the Applicant Company is convening a Meeting of its Equity Shareholders, who are required to pass the resolution approving the Scheme by, inter-alia, e-voting. Since Equity Shareholders include Public Shareholders, this will be in sufficient compliance of the SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated 22[nd] December 2020 (‘SEBI Circular’) . The scrutinizer will however submit his separate report to the Chairman of the Applicant Company after completion of the scrutiny of the votes cast by the Public Shareholders so as to announce the results of the votes exercised by the Public Shareholders of the Applicant Company.

The Hon’ble NCLT has appointed Mr. Rajnikant S. Ajmera, Chairman and Managing Director and failing him Mr. K. G. Krishnamurthy, Independent Director and failing him Mr. A. C. Patel, Independent Director as chairperson of the said Meeting. The above mentioned arrangement, if approved by the Meeting, will be subject to the subsequent approval of the Hon’ble NCLT.

Dated this 11[th] October, 2021

Sd/-

Name: Rajnikant S. Ajmera Chairman appointed for the Meeting DIN: 00010833

Place: Mumbai Registered Office:

2nd Floor, Citi Mall, Link Road, Andheri (West), Mumbai 400 053

Website: www.ajmera.com

Email: investors@ajmera.com; CIN: L27104MH1985PLC035659

Notes:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out the material facts concerning the Special Business is annexed hereto.

2. In view of the continuing outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and the Ministry of Corporate Affairs (‘ MCA’ ) has vide its circular dated 5th May, 2020 read with circulars dated 8th April, 2020 and 13th April, 2020 including all other circulars issued by Ministry of Corporate Affairs pertaining thereto (collectively referred to as “MCA Circulars”) permitted the conduct of Meeting of Equity Shareholders (‘ the Meeting’ ) through Video Conferencing (VC) / Other Audio Visual Means (“ OAVM ”), without the physical presence of the Members at a common venue. The deemed venue for the Meeting shall be the Corporate Office of the Company. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the Meeting

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of the Company is being held through VC/OAVM. National Securities Depositories Limited (“NSDL”) will be providing facility for voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting during the Meeting .The procedure for participating in the Meeting through OAVM/VC is explained in Notes forming part of this Notice and is also available at the website of the Company at www.ajmera.com

1. As the Meeting is being held through VC / OAVM, the facility for appointment of proxies by the Members will not be available for this Meeting and hence the Proxy Form, Attendance Slip and Route map are not annexed to this Notice.

2. The Notice is being sent to/ published/ displayed for all the Equity Shareholders, whose names appear in the register of members/ list of beneficial owners as received from Link Intime India Private Limited, C-101, 247 Park, LBS Marg, Vikhroli (W), Mumbai - 400083 on Friday, 8[th] October, 2021.

3. Institutional investors, who are members of the Company, are encouraged to attend the Meeting of the Company through VC/ OAVM mode and vote electronically. Corporate members are required to send a scanned copy (PDF/ JPG Format) of the Board Resolution/ Power of Attorney authorizing its representatives to attend and vote at the Meeting through VC / OAVM on its behalf pursuant to Section 113 of the Act. The said Resolution/Authorization shall be sent by email through its registered email address to investors@ajmera.com with a copy marked to evoting@nsdl.co.in by Monday, 8[th] November, 2021.

4. All the documents referred to in the accompanying notice and Explanatory Statement, shall be available for inspection through electronic mode, basis the request being sent on investors@ajmera.com

5. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the Meeting.

6. The attendance of the Members attending the Meeting through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

7. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated 13[th] April, 2020 and other relevant circulars, the Notice calling the Meeting along with the Explanatory Statement is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories/ Registrar & Transfer Agent and has been uploaded on the website of the Company at www.ajmera.com . The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and Notice of the Meeting is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com. To facilitate such members to receive this Notice electronically and cast their vote electronically, the Company has made special arrangement with its Registrar & Transfer Agent i.e., Link Intime India Pvt Ltd for registration of email addresses in terms of the MCA Circulars. The process for registration of email addresses is as under:

8. a. Registration of email id for shareholders holding physical shares:

   • The Members of the Company holding Equity Shares of the Company in Physical Form and who have not registered their e-mail addresses may get their e-mail addresses registered with Link Intime India Pvt Ltd, by clicking the link: https://web.linkintime.co.in/EmailReg/Email_Register.html in their website: www. linkintime.co.in at the Investor Services tab by choosing the E mail / Bank Registration heading and follow the registration process as guided therein. The members are requested to provide details such as Name, Folio Number, Certificate number, PAN, mobile number and e mail id and also upload the image of share certificate in PDF or JPEG format. (upto 1 MB) . In case of any query, a member may send an e-mail to RTA at rnt. helpdesk@linkintime.co.in

9. b. For Temporary Registration for Demat shareholders:

   • The Members of the Company holding Equity Shares of the Company in Demat Form and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with Link Intime India Pvt Ltd by clicking the link: https://web.linkintime.co.in/EmailReg/Email_Register.html in their web site www.linkintime.co.in at the Investor Services tab by choosing the E mail Registration heading and follow the registration process as guided therein. The members are requested to provide details such as Name, DPID, Client ID/ PAN, mobile number and e-mail id. In case of any query, a member may send an e-mail to RTA at rnt.helpdesk@linkintime.co.in

10. c. For Permanent Registration for Demat shareholders:

    • It is clarified that for permanent registration of e-mail address, the Members are requested to register their e-mail address, in respect of demat holdings with the respective Depository Participant (DP) by following the procedure prescribed by the Depository Participant.

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1. Members who would like to express their views/ask questions as a speaker at the Meeting may pre-register themselves by sending a request from their registered e-mail address mentioning their names, DP ID and Client ID/ folio number, PAN and mobile number at investors@ajmera.com between Monday, 8[th] November, 2021 (09.00 a.m. IST) to Thursday, 11[th] November, 2021 (05.00 p.m. IST). Only those Members who have pre-registered themselves as speakers will be allowed to express their views/ask questions during the Meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the Meeting.

Process for obtaining user –id/password for e-voting:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to rnt.helpdesk@linkintime.co.in . In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to rnt.helpdesk@linkintime.co.in

2. Alternatively member may send an e-mail request to evoting@nsdl.co.in for obtaining User ID and Password by proving the details mentioned in Point (11) as the case may be. Procedure for Joining the Meeting through VC/OAVM:

3. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (‘MCA’) has vide its circular dated 5th May, 2020 read with circulars dated 8th April, 2020 and 13th April, 2020 (collectively referred to as “MCA Circulars”) and Circulars SEBI/HO/CFD/CMD1/CIR/2020/79 and SEBI/HO/CFD/CMD2/CIR/2021/11 dated May 12, 2020 and January 15, 2021 respectively (collectively referred to as “SEBI Circulars”) and all other relevant circulars issued from time to time, physical attendance of the Members to the Meeting venue is not required and the Meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing Meeting through VC/OAVM.

4. The Members can join the Meeting in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the Meeting through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. who are allowed to attend the Meeting without restriction on account of first come first served basis.

5. Pursuant to the Circular No. 14/2020 dated 8[th] April, 2020, issued by the Ministry of Corporate Affairs, the facility

to appoint proxy to attend and cast vote for the members is not available for this Meeting. However, the Body Corporates are entitled to appoint authorized representatives to attend the Meeting through VC/OAVM and participate there at and cast their votes through e-voting.

1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated 08[th] April 2020, 13[th] April 2020, 05[th] May 2020 and 13[th] January, 2021 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the Meeting. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system on the date of the Meeting will be provided by NSDL.

2. The Equity Shareholders of the Applicant Company whose names appearing in the records of the Company as on Monday, 8[th] November, 2021 shall be eligible to attend and vote at the Meeting of the Equity Shareholders of the Company by using remote e-voting facility. Those Equity Shareholders, who will be present in the meeting through VC / OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the meeting.

3. The Notice convening the Meeting was published through advertisement in ‘Business Standard’ in the English language and translation thereof in ‘Navshakti’ in the Marathi language (both Mumbai Editions) on 14[th] October, 2021.

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1. The Meeting will be convened through VC/ OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 5, 2020, No. 33/2020 dated September 28, 2020 and General Circular No. 39/2020 dated December 31, 2020, and MCA Circular No. 2/2021 dated January 13, 2021 and SEBI circulars dated May 1, 2020 and January 15, 2021.

Instructions for shareholders voting electronically are as under:

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING THE MEETING ARE AS UNDER:-

1. The remote e-voting period commences on Friday, 12th November, 2021 at 09:00 am (IST) and ends on Sunday, 14[th] November, 2021 at 05:00 pm (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The members whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Monday, 8[th] November, 2021, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 8[th] November, 2021.

2. Once the vote on a resolution is cast by the member, such member shall not be allowed to change it subsequently.

3. A person who is not a member as on cut-off date should treat this Notice for information purpose only.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A)Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated 9[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their Demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. If you are already registered forNSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https:// eservices.nsdl.com/ either on a Personal Computer or on a mobile.Once the home page of e-Services is launched, click on the“Benefcial Owner”icon under “Login” which is available under“IDeAS”section.A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on options available against company name ore-Voting service provider - NSDLand you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select“Register Online for IDeAS”Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on options available against company name ore-Voting service provider - NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during themeeting.

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Individual Shareholders holding securities in demat mode with CDSL

1.Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps:// web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on Login - New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click on NSDLto cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be providedlinksfor therespectiveESP i.e. NSDL wherethe e-Votingisinprogress.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on options available against company name ore-Voting service provider-NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting duringthemeeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

desk for Individual Shareholders holding ugh Depository i.e. NSDL and CDSL.	securities in demat mode for any technical issues related to login
Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll freeno.: 1800 1020 990 and 1800 22 4430
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia. comorcontactat022- 23058738 or022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting. nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl. com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your Demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

6. a) Click on “ Forgot User Details/Password? ”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) “ Physical User Reset Password? ” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@ nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

   • After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

   • Now, you will have to click on “Login” button.

   • After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join the Meeting on NSDL e-Voting system.

- How to cast your vote electronically and join the Meeting on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

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1. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

2. Now you are ready for e-Voting as the Voting page opens.

3. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

4. Upon confirmation, the message “Vote cast successfully” will be displayed.

5. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

6. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to hpsanghviofce@ gmail.com with a copy marked to evoting@nsdl.co.in .

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “ Forgot User Details/ Password? ” or “ Physical User Reset Password? ” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in

Alternate Process for those shareholders whose email ids are not registered with the depositories/ RTA for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to rnt.helpdesk@linktime.co.in

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to rnt.helpdesk@linktime.co.in If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE MEETING ARE AS UNDER:-

1. The procedure for e-Voting on the day of the Meeting is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the Meeting through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the Meeting.

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1. Members who have voted through Remote e-Voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.

2. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the Meeting shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the Meeting through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name, demat account number/folio number, email id, mobile number at investors@ajmera. com The same will be replied by the company suitably.

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Before the National Company Law Tribunal, Mumbai Bench COMPANY SCHEME APPLICATION NO. 144 OF 2021

In the matter of the Companies Act, 2013;

And

In the matter of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013;

And

In the matter of Scheme of Arrangement between Ajmera Realty and Infra India Limited and Radha Raman Dev Ventures Private Limited and their respective Shareholders

AJMERA REALTY AND INFRA INDIA LIMITED ... THE DEMERGED COMPANY / THE APPLICANT COMPANY/ THE COMPANY

EXPLANATORY STATEMENT UNDER SECTION 230(3) OF THE COMPANIES ACT, 2013 READ WITH SECTION 102 OF THE COMPANIES ACT 2013 FOR THE MEETING OF THE EQUITY SHAREHOLDERS OF AJMERA REALTY AND INFRA INDIA LIMITED CONVENED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

In this statement, Ajmera Realty & Infra India Limited is hereinafter referred to as ‘ARIIL’ or ‘the Demerged Company’ or ‘the Applicant Company’ or ‘the Company’ and Radha Raman Dev Ventures Private Limited is hereinafter referred to as ‘RRDVPL’ or ‘the Resulting Company’. The other definitions contained in the Scheme will apply to this Explanatory Statement also. The following statement as required under Section 230(3) of the Companies Act, 2013 read with Section 102 of the Companies Act, 2013 sets forth the details of the proposed Scheme, its effects and, in particular any material interests of the Directors in their capacity as members.

1. Pursuant to an Order dated 22[nd] September, 2021 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (‘NCLT’) in the Company Application No. 144 of 2021 referred to hereinabove, a Meeting of the Equity Shareholders of Ajmera Realty & Infra India Limited is being convened and held through video conferencing (‘VC’) / other audio visual means(‘OAVM’) on Monday, 15[th] November, 2021 at 04:00 p.m. for the purpose of considering and if thought fit, approving with or without modification(s), the proposed Scheme of Arrangement between Ajmera Realty and Infra India Limited and Radha Raman Dev Ventures Private Limited and their respective Shareholders (‘the Scheme’ or ‘this Scheme’) .

2. As directed by the Hon’ble NCLT, the Applicant Company is convening a Meeting of its Equity Shareholders, who are required to pass the resolution approving the Scheme by, inter-alia, e-voting. Since Equity Shareholders include Public Shareholders, this will be in sufficient compliance of the SEBI Circular No. SEBI/HO/CFD/ DIL1/CIR/P/2020/249 dated 22[nd] December 2020 (‘SEBI Circular’) . The scrutinizer will however submit his separate report to the Chairman of the Applicant Company after completion of the scrutiny of the votes cast by the Public Shareholders so as to announce the results of the votes exercised by the Public Shareholders of the Applicant Company.

3. The draft Scheme was placed before the Audit Committee and Board of Directors of the Applicant Company, Board of Directors of the Resulting Company at their respective Meetings held on 13[th ] January, 2020. In accordance with the provisions of SEBI Circular, the Audit Committee of the Company vide a resolution passed on 13[th ] January, 2020 recommended the Scheme to the Board of Directors of the Company inter-alia taking into account:

4. a) The Share Entitlement Report issued by M/s. R V Shah & Associates, Chartered Accountants (Registered Valuer) dated 13[th] January, 2020 for issue of shares pursuant to the Scheme

5. b) The Share Entitlement Report issued by SSPA & Co., Chartered Accountants dated 13[th] January, 2020 for issue of shares pursuant to the Scheme;

6. c) The Fairness Opinion issued by M/s. Libord Advisors Private Limited, an independent Merchant Banker dated 13[th] January, 2020 on the fairness of the Valuation Report;

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• d) Statutory Auditors certificate dated 13[th] January, 2020 issued by Manesh Mehta & Associates, Chartered Accountants, Statutory Auditors of the Applicant Company, in relation to the accounting treatment prescribed in the Scheme.

• Copy of the Share Entitlement Reports and Fairness Opinion is enclosed to this Notice.

• Based upon the recommendations of the Audit Committee and on the basis of the evaluations, the Board of Directors of the Applicant Company has come to the conclusion that the Scheme is in the best interest of the Applicant Company and its Shareholders.

• In accordance with the provisions of Sections 230-232 of the Act, the Scheme shall be acted upon only if a majority in persons representing three fourths in value of the equity shareholders, of the Applicant Company, voting in person through VC/ OAVM or e-voting, agree to the Scheme.

• In terms of the SEBI Circular, the Scheme shall be acted upon only if the votes casted by the Public Shareholders of the Applicant Company are in favor of the resolution for the approval of the Scheme are more than the number of votes casted by the Public Shareholders against it.

• A copy of the Scheme as approved by the Board of Directors of the respective companies is enclosed herewith.

8. BACKGROUND OF THE COMPANIES INVOLVED IN THE SCHEME IS AS UNDER:

Ajmera Realty & Infra India Limited (‘the Applicant Company’ or ‘the Demerged Company’ or ‘ARIIL’ or ‘the Company’)

• a) Ajmera Realty & Infra India Limited (hereinafter referred to as ‘ARIIL’ or ‘the Demerged Company’ or ‘the First Applicant Company’) was incorporated in the name of RVS Steels and Allied Industries Limited’ under the Companies Act, 1956, in the State of Maharashtra on March 18, 1985. Subsequently the name of the Company was changed to Shree Precoated Steels Limited on October 24, 1985. Subsequently on May 5, 2008, the name of the Company was changed to Ajmera Realty & Infra India Limited. The Corporate Identification Number of the Applicant Company is L27104MH1985PLC035659. Permanent Account Number of the Applicant Company is AAACS7866F.

• b) The Registered Office of the Applicant Company is situated at 2nd Floor, Citi Mall, Link Road, Andheri(West), Mumbai 400 053, Maharashtra.

• c) The details of the Authorized, Issued, Subscribed and Paid-up share capital of the Applicant Company as on 30th September, 2021 are as under:

on 30th September, 2021 are as under:
Particulars	Amount (in Rs.)
Authorised Capital
15,00,00,000 EquityShares of Rs. 10/- each	1,50,00,00,000
Total	1,50,00,00,000
Issued, Subscribed and Paid-up Share Capital
3,54,84,875 EquityShares of Rs. 10/- each fully paid up	35,48,48,750
Total	35,48,48,750

Subsequent to 30th September, 2021, there has been no change in the shareholding pattern of the Company. The shares of the Applicant Company are currently listed on the BSE Limited and National Stock Exchange of India Limited.

• d) The objects for which the Applicant Company has been established are set out in its Memorandum of Association. They are briefly as under:

• *To carry on the business as builders, real estate developers and general construction contractors and own, sell, acquire, process, develop, construct, demolish, enlarge, rebuild, renovate, decorate, repair, maintain, let out, hire, lease, rent, pledge, mortgage, invest, intermediaries, or otherwise deal in construction and development of all description like land, building, flats, shops, offices, commercial complexes, market complexes, district centers, Special Economic Zones (SEZ) Industrial Estates, Industrial Parks, Software Park, hotels, motels, cinema houses, theatres, multiplexes, auditoriums, gallery, club houses, resorts, townships, residential complexes, factories, buildings, hospitals, nursing homes, educational and non-commercial complexes, houses, bungalows, clinics, stadiums, sport complexes, godowns, warehouses, colleges, schools and other immovable

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properties of any nature and any interest therein, freehold and lease hold, grounds, joggers park, garden, land development rights therein, FSI and developing property in general and to undertake infrastructure projects of construction and developing roads, express ways, highways, bridges, airports, towers, platforms, railway stations, ports, tunnels, pipelines on Build, Own, Operate and Transfer basis (BOOT) or on Build, Operate and Transfer (BOT) basis or on Build, Own, Lease and Transfer (BOLT) basis or otherwise.” ‘To carry on the business of manufacturing of and dealers in chemicals, chemical compounds and chemical products of any nature and kind whatsoever, and as wholesale and retail chemists and druggists, chemical engineers, analytical chemists, importers, exporters, manufacturers of and dealers in heavy chemicals, acids, alkalis, petrochemicals, chemical compounds and elements of all kinds (solid, liquid and gaseous), drugs, medicines, pharmaceuticals, antibiotics etc., tannins, tannin extracts, essences, solvents, plastics of all types, dyes, dyestuffs, intermediates, textile auxiliaries, artificial silks, staple fibres, and synthetic fibres of all kinds and types, regenerated fibres or filaments, cellophane, colours, paints, varnishes, disinfectants, insecticides, fungicides, deodorants, as well as biochemical, pharmaceutical, medicinal, sing, bleaching, photographical and other preparations and articles of any nature and kind whatsoever.

There has been no change in the object clause of the Applicant Company during the last five (5) years.

Radha Raman Dev Ventures Private Limited

• a) Radha Raman Dev Ventures Private Limited (hereinafter referred to as ‘RRDVPL’ or ‘the Resulting Company’ or ‘the Second Applicant Company’) incorporated under the Companies Act, 2013, in the State of Maharashtra on October 5, 2016. The Corporate Identification Number of the Resulting Company is U70109MH2016PTC286540. Permanent Account Number of the Resulting Company is AAHCR9858F.

• b) The Registered Office of the Resulting Company is situated at 2nd floor, Citi Mall, Link Road, Andheri (W), Mumbai - 400053, Maharashtra.

• c) The details of the issued, subscribed and paid-up share capital of the Resulting Company as on 30[th] September, 2021 are as under:

September, 2021 are as under:
Particulars	Amount(in Rs.)
Authorised Capital
10,000 EquityShares of Rs. 10/- each	1,00,000
TOTAL	1,00,000
Issued, Subscribed and Paid-up Capital
10,000 EquityShares of Rs. 10/- each	1,00,000
TOTAL	1,00,000

There is no change in the issued, subscribed and paid up share capital of the Resulting Company subsequent to 30th September, 2021.

Shares of the Resulting Company are not listed on any of the stock exchanges.

• d) The objects for which the Resulting Company has been established are set out in its Memorandum of Association. The main objects of the Resulting Company are set out hereunder:

• To carry on the business as builders, real estate developers and general construction contractors and own, sell, acquire, process, develop, construct, demolish, enlarge, rebuild, renovate, decorate, repair, maintain, let out, hire, lease, rent, pledge, mortgage, invest, intermediaries, or otherwise deal in construction, and development of all description like land, building, flats, shops, offices, commercial complexes,; market complexes, district centres, Special Economic Zones (SEZ) Industrial Estates, Industrial Parks, Software Park, hotels, motels, cinema houses, theatres, multiplexes, auditoriums, gallery, club houses, resorts, townships, residential complexes, factories, buildings, hospitals, nursing homes, educational and non-commercial complexes, houses, bungalows, clinics, stadiums, sport complexes, godowns, warehouses, college, schools and other immovable properties of any nature and any interest therein, freehold and lease hold, grounds, joggers park, garden, land

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development rights therein, FSI and developing property in general and to undertake infrastructure projects of construction and developing roads, express ways, , highways, bridges, airports, towers, platforms, railway stations, , Ports, tunnels, pipelines on Build, Own, Operate and Transfer basis (BOOT) and/ or on Build, Operate and Transfer (BOT) basis and/or on Build, Own, Lease and Transfer (BOLT) basis or otherwise and to undertake Front End Engineering and Designing Contract (FEED) and/or Operating & Maintaining Contract ( O & M ) and/or Lump sum Turnkey Project (LTP)”

There has been no change in the object clause of the Resulting Company during the last five (5) years.

9. BACKGROUND OF THE SCHEME

• 9.1. The Scheme provides for demerger of Demerged Undertaking (as defined in the Scheme) from the

• Company to the Resulting and as consideration ARIIL shall issue its shares to its existing shareholders in the ratio 1:50.

10. RATIONALE OF THE SCHEME

• a. ARIIL is engaged in real estate development business. It is proposing to develop a project on a land parcel situated at Plot area of Sub Plot “C” bearing CTS No. 1A/11 and 1A/12 of Village Anik, Wadala (East), Mumbai – 400037 admeasuring 28,113 sq.mts. of area (approximately 6.5 acres), which will be developed into commercial project.

• b. It is proposed to segregate business of development of commercial project (6.5 acres) into separate company such that it will result in focused approach to exploit the growth potential of the project. It will also help in providing flexibility to attract fresh set of investors / strategic partners to participate in the project.

• c. This Scheme will result in providing flexibility to ARIIL in scouting for and inviting the potential investors and thereby resulting in unlocking the value of each of the project.

• In view of the aforesaid, the Board of Directors of both the Companies have considered and proposed this Scheme of Arrangement under the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013.

11.SALIENT FEATURES OF THE SCHEME

11.1. Salient features of the scheme are set out as below:

• (i). The Scheme is presented under Sections 230-232 and other applicable provisions of the Companies Act, 2013, as may be applicable, for the demerger of the Demerged Undertaking from the Applicant Company to the Resulting Company;

• (ii). The Applicant Companies and the Resulting Company shall make application(s) and/or petition(s) under Sections 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 to the jurisdictional NCLT, as the case may be for sanction of this Scheme and all matters ancillary or incidental thereto;

• (iii). ‘Appointed Date’ means 1[st] April 2020.

• (iv). ‘Effective Date’ means the date on which the certified copy of the order of NCLT sanctioning this Scheme of Arrangement, is filed by the Applicant Company and the Resulting Company with the Registrar of Companies, Mumbai.

• (v). Upon the coming into effect of this Scheme and in consideration for the transfer of and vesting of Demerged Undertaking of the Applicant Company into the Resulting Company, the First Applicant Company shall issue and allot fully paid up Equity shares of its own capital, to the members of the First Applicant Company or their respective heirs, executors, administrators or other legal representatives or other successors in title, whose names appear in the Register of Members on the Effective Date as under:

“1(One) Equity Share of the First Applicant Company of Rs. 10/- each fully paid up to be issued and allotted for every 50 (Fifty) Equity Shares of the First Applicant Company of Rs. 10/- each fully paid up held in the First Applicant Company in their proportion.

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• (vi). The New Equity Shares to be issued and allotted pursuant to the Scheme becoming effective, shall, in compliance with the requirement of applicable regulations, be listed and/or admitted to trading on the Stock Exchange where the existing equity shares of the Applicant Company are listed. The Applicant Company shall enter into such arrangements and give such confirmations and/or undertakings as may be necessary in accordance with applicable laws or regulations for complying with the formalities of the Stock Exchange. On such formalities being fulfilled, the Stock Exchange shall list and/or admit the New Equity Shares for the purpose of trading.

• (vii). The Applicant Company shall, if and to the extent required, apply for and obtain any approvals from the concerned regulatory authorities for the issue and allotment by the Applicant Company of New Equity Shares to the its members under the Scheme and listing thereof.

• (viii). Upon the coming into effect of this Scheme, the Demerged Company shall account for the demerger of the Demerged Undertaking in its books as per the applicable accounting principles prescribed under Indian Accounting Standards (IndAS) prescribed under the Companies Act, 2013.

• (ix). With effect from the Appointed Date and up to the Effective Date:

• (a) ARIIL shall carry on, and be deemed to have carried on the business, operations or activities relating to the Demerged Undertaking, and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all the assets, properties, rights, title, interest, liabilities, authorities, contracts, investments and decisions relating to Demerged Undertaking for and on account of, on behalf of and / or in trust for, RRDVPL.

• (b) All profits or income accruing or arising to ARIIL, or losses arising or expenditure incurred by it (including taxes, if any, accruing or paid in relation to any profits or income), in relation to the Demerged Undertaking, shall for all purposes be treated as, and be deemed to be treated as, the profits or income or losses or expenditure, as the case may be, of RRDVPL. ARIIL shall not incur any expenditure except in the normal course of business. All the cost relating to the development of the Commercial Project, including the common costs allocable to the Commercial Project which are incurred by ARIIL at any time after the Appointed Date shall be borne by the RRDVPL and same shall be payable to ARIIL.

• (c) All taxes (including, without limitation, income tax, minimum alternate tax, wealth tax, sales tax, excise duty, customs duty, service tax, VAT , GST etc). paid or payable by the ARIIL in respect of the operations and/or the profits of the Commercial Project before the Appointed Date, shall be on account of RRDVPL and, insofar as it relates to the tax payment (including, without limitation, income tax, wealth tax, sales tax, excise duty, customs duty, service tax, VAT, GST etc.), whether by way of deduction at source, advance tax or otherwise howsoever, by the ARIIL in respect of the profits or activities or operation of the Commercial Project with effect from the Appointed Date, the same shall be deemed to be the corresponding item paid by the RRDVPL, and, shall, in all proceedings, be dealt with accordingly.

• (d) any of the rights, powers, authorities, privileges attached, related or pertaining to the Demerged Undertaking exercised by ARIIL shall be deemed to have been exercised by it for and on behalf of, and in trust for and as an agent of RRDVPL.

• (e) ARIIL shall carry on the business of the Demerged Undertaking with reasonable diligence and business prudence and in the same manner as it had been doing hitherto.

• (f) All assets howsoever acquired by ARIIL for carrying on the business, operations or activities and the liabilities relating to the Demerged Undertaking shall be deemed to have been acquired and are also contracted for and on behalf of RRDVPL; however no onerous or extraordinary asset shall have been acquired by, or onerous liability be incurred by ARIIL in relation to the Demerged Undertaking after the Appointed Date without prior written consent of RRDVPL.

• (g) ARIIL shall not alter or substantially expand the business of the Demerged Undertaking, except with the written concurrence of RRDVPL.

• (h) ARIIL shall, pending sanction of the Scheme, apply to the Central Government, State Government, and all other agencies, department and statutory authorities concerned, wherever necessary, for such consents, approvals, sanctions, registration, exemptions as may be required / granted under any law for the time being in force which ARIIL and RRDVPL require in relation to the demerger of the Demerged Undertaking into RRDVPL or which RRDVPL requires to own the Demerged Undertaking and carrying on the Demerged Undertaking on a going concern basis.

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• (i) For the sake of clarity, it is confirmed that all assets or investments, properties, right, title or interest acquired by ARIIL after the Appointed Date but prior to the Effective Date in relation to the Demerged Undertaking shall also, without any further act, instrument or deed, be and stand transferred to and vested in and be deemed to have been transferred to and vested in RRDVPL upon the coming into effect of this Scheme pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013.

• (x). All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of or incurred in carrying out and implementing this Scheme and matters incidental thereto shall be borne by Applicant Company ARIIL.

• (xii). This Scheme is and shall be conditional upon and subject to:

• a) The requisite consent, approval or permission of the Central Government or any other statutory or regulatory authority which by law or otherwise may be necessary for the implementation of this Scheme

• b) The Scheme being approved by the respective requisite majorities of the members and creditors of ARIIL and RRDVPL as required under the Act and as may be directed by the Jurisdictional NCLT.

• c) Obtaining the sanction of the Hon’ble NCLT by ARIIL and RRDVPL under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Act.

• d) Certified copies of the Orders of the jurisdictional NCLT sanctioning the Scheme being filed with the Registrar of Companies, Mumbai by ARIIL and RRDVPL respectively.

  • You are requested to read the entire text of the Scheme to get fully acquainted with the provisions thereof. The aforesaid are only some of the key provisions of the Scheme.

12. APPLICANT COMPANY AND THE RESULTING COMPANY

RRDVPL Resulting Company is the wholly owned subsidiary of Applicant Company ARIIL.

13. APPROVALS

• 13.1. Pursuant to the SEBI Circulars read with Regulation 37 of the SEBI Listing Regulations, the Applicant Company had filed necessary applications before BSE and NSE seeking their no-objection to the Scheme. The Applicant Company has received the observation letters from BSE and NSE dated 26[th] , March 2021 conveying their no-objection to the Scheme (‘Observation Letters’) . Copies of the aforesaid Observation Letters are enclosed herewith.

• 13.2. The Scheme along with related documents was hosted on the website of the Company, BSE and NSE and was open for complaints/comments. The Company did not receive any complaint/comment and accordingly a Nil Complaint report was filed with both, BSE and NSE on 18[th ] January, 2020 respectively. Further, as on the date of filing the Company Scheme Application, the Company has not received any complaints.

14. CAPITAL STRUCTURE PRE AND POST ARRANGEMENT

• 14.1. The pre-arrangement capital structure of the Applicant Company is mentioned in paragraph 8 above. Post the arrangement capital structure of the Applicant Company (assuming the continuing capital structure as on 30[th] September, 2021) would be as below:

Share Capital	Amount in INR
Authorized Share Capital
15,00,00,000 Equity Shares of Rs. 10/- each	1,50,00,00,000
Total	1,50,00,00,000
Issued, Subscribed and Paid-up Share Capital
3,61,94,587 Equity Shares of Rs. 10/- each fully paid up	36,19,45,870
Total	36,19,45,870

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14.2. The pre-arrangement capital structure of the Resulting Company is mentioned in paragraph 8 above. Post the arrangement capital structure of the Resulting Company (assuming the continuing capital structure as on 30[th] September, 2021) would be the same as pre arrangement shareholding pattern.

15. PRE AND POST ARRANGEMENT SHAREHOLDING PATTERN

15.1. The pre and post arrangement shareholding pattern of the Applicant Company as on 30[th ] September, 2021 is as follows:

Particulars	Particulars	Particulars	Pre-arrangement	Pre-arrangement	Post-arrangement	Post-arrangement
Sl. No.		Description	No. of shares	%	No. of shares	%
(A)		Shareholding of Promoter and Promoter Group holding shares of the Company
1		Indian
(a)		Individuals/ Hindu Undivided Family	24445223	68.8891	24934120	68.8891
		Promoter and Promoter Group
		Dhaval R Ajmera	373	0.00	380	0.0011
		BhanumatiCAjmera	205483	0.58	209592	0.5791
		HenaliJayant Ajmera	244201	0.69	249084	0.6882
		IshwarlalSAjmeraHUF	444440	1.25	453328	1.2525
		ChhotalalSAjmera	1471416	4.15	1500844	4.1466
		Harshadrai MuljiSarvaiya	10	0.00	10	0.0000
		Bimal Anantrai Mehta	900	0.00	918	0.0025
		Sonal Bimal Mehta	2147	0.01	2189	0.0061
		RitaMitul Mehta	4245	0.01	4329	4329
		Charmi ParasParekh	247079	0.70	252020	0.6963
		ChhotalalSAjmeraHUF	759858	2.14	775055	2.1414
		ARIIL TRUST represented by Shashikant S. Ajmera, Rajnikant S. Ajmera, Manoj I. Ajmera,Trustee	21065071	59.36	21486371	59.3635
(b)		CentralGovernment/ State Government(s)	0	0	0	0
(c)		Financial Institutions/Banks	0	0	0	0
(d)		Any Others (Specify)
		Bodies Corporate	300000	0.8454	306000	0.8454
		RUSHABH INVESTMENT PRIVATE LIMITED	300000	0.85	306000	0.8454
		Sub Total(A)(1)	24745223	69.7346	25240127	69.7346
2		Foreign
(a)		Individuals (Non-Residents Individuals/ Foreign Individuals)	0	0	0	0
(b)		Bodies Corporate	0	0	0	0
(c)		Institutions	0	0	0	0
(d)		Any Others	0	0	0	0
		Sub Total(A)(2)	0	0	0	0
		Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)	24745223	69.7346	25240127	69.7346
(B)		Public shareholding
1		Institutions
(a)		Mutual Funds / UTI	216	0.0006	220	0.0006
(b)		Venture Capital Funds	0	0	0	0
(c)		AlternateInvestment Funds	0	0	0	0
(d)		ForeignVenture Capital Investors	0	0	0	0
(e)		Foreign Portfolio Investors/Foreign Institutional Investors	17144	0.0483	17486	0.0483
(f)		Financial Institutions /Banks	33	0.0001	33	0.0001
(g)		Insurance Companies	0	0	0	0
(h)		Provident Funds/Pension Funds	0	0	0	0

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	Sub-Total(B)(1)	17393	0.0490	17739	0.0490
2	Central Government/ State Government(s)/ Presidentof India
	CentralGovernment/ State Government(s)	65683	0.1851	66996	0.1851
	Sub Total(B)(2)	65683	0.1851	66996	0.1851
3	Non-institutions
(a)	Individuals
I	i. Individual Shareholders holding nominal share capitaluptoRs2 lakh	3115410	8.7795	3177933	8.7795
II	ii. Individual Shareholders holding nominal share capital inexcess of Rs.2 lakh.	3169121	8.9309	3232503	8.9309
(b)	NBFCregistered with RBI	0	0	0	0
(c)	EmployeeTrusts	0	0	0	0
(d)	OverseasDepositories (holdingDRs)	0	0	0	0
(e)	Any Other(Specify)	4372045	12.3209	4459289	12.3209
[I]	Trusts	121	0.0003	123	0.0003
[II]	Hindu UndividedFamily	501384	1.4130	511319	1.4130
[III]	Non Resident Indians (Non Repat)	15757	0.0444	16054	0.0444
[IV]	Non Resident Indians (Repat)	390170	1.0995	397942	1.0995
[V]	Body Corp-LtdLiabilityPartnership	54866	0.1546	55963	0.1546
[VI]	ClearingMember	24165	0.0681	24625	0.0681
[VII]	Bodies Corporate	3385582	9.5409	3453263	9.5409
	Sub-Total(B)(3)	10656576	30.0313	10869725	30.0313
(B)	Total Public Shareholding (B)= (B) (1)+(B)(2)+(B)(3)	10739652	30.2654	10954460	30.2654
	TOTAL(A)+(B)	35484875	100.00	36194587	100.00
(C)	Shares held by Custodians and against which DRs have been issued	0	0	0	0
	GRAND TOTAL(A)+(B)+(C)	35484875	100.00	36194587	100.00

15.2.The pre-arrangement shareholding pattern of the Resulting Company as on 30[th] September, 2021 is as follows:

Sl. No		Category of Shareholder	Total number of Equity Shares held	%
(1)		Promoter
(a)		Individuals/Hindu UndividedFamily
		Rajnikant S Ajmera Nominee of ARIIL	1	0.01
		Manoj I Ajmera Nominee of ARIIL	1	0.01
		Atul C Ajmera Nominee of ARIIL	1	0.01
		Nimish S Ajmera Nominee of ARIIL	1	0.01
		Bandish B Ajmera Nominee of ARIIL	1	0.01
		Dhaval R Ajmera Nominee of ARIIL	1	0.01
(b)		Central Government/ State Government(s)	-	-
(c)		Financial Institutions/Banks	-	-
(d)		Bodies Corporate	-	-
		AjmeraRealty &InfraIndiaLimited	9,994	99.94
		Sub-Total(A)(1)	10,000	100
(2)		Public	-	-
		Sub-Total(A)(2)	10,000	100
		TOTAL	10,000	100

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16. EXTENT OF SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• 16.1. Save as otherwise provided in the Scheme, the Directors and Key Managerial Personnel (KMP) and their respective relatives of the Applicant Company and Resulting Company may be deemed to be concerned and/or interested in the Scheme only to the extent of their shareholding in their respective Companies, or to the extent the said Directors/KMP are the partners, Directors, Members of the Companies, firms, association of persons, bodies corporate and/or beneficiary of trust that hold shares in any of the Companies. Save as aforesaid, none of the Directors, Managing Director or the Manager or KMP of the Applicant Company and the Resulting Company have any material interest in the Scheme.

• 16.2. The details of the present Directors and KMP of the Applicant Company and their respective shareholdings in the Applicant Company and the Resulting Company as on 30[th] September, 2021 are as follows:

Name of Directors / KMP	Designation	Equity Shares of the Applicant Company	Equity Shares of the Resulting Company
Shri Rajnikant S. Ajmera	Chairman & Managing Director	NIL	1*
Shri Manoj I. Ajmera	Managing Director	NIL	1*
Shri Sanjay C. Ajmera	Whole Time Director	NIL	NIL
Shri Ambalal C. Patel	Non-Executive Independent Director	1	NIL
Smt. Aarti R. Ramani	Non-Executive Independent Women Director	NIL	NIL
Shri K. G. Krishnamurthy	Non-Executive Independent Director	NIL	NIL

• Nominee on behalf of ARIIL

• 16.3. The details of the present Directors and KMP of the Resulting Company and their respective shareholdings in the Resulting Company and the Applicant Company as on 30[th ] September, 2021 are as follows:

Name of Directors / KMP	Designation	Equity Shares of the Applicant Company	Equity Shares of the Resulting Company
Shri Rajnikant S. Ajmera	Director	NIL	1*
Shri ManojI. Ajmera	Director	NIL	1*
Shri SanjayC. Ajmera	Director	NIL	NIL
Shri Bandish B. Ajmera	Director	NIL	1*
Shri Nimish S. Ajmera	Director	NIL	1*

• Nominee on behalf of ARIIL

17. GENERAL

• 17.1. The Applicant Company and the Resulting Company have made a joint application before the National Company Law Tribunal, Mumbai Bench for the sanction of the Scheme under Sections 230-232 and other applicable provisions of the Companies Act, 2013.

• 17.2. The amount due from the Applicant Company to its Unsecured Creditors as on 30th June 2021 is Rs.367,164,247.87 /- (Rupees Thirty Six Crores Seventy One Lakhs Sixty Four Thousand Two Hundred Forty Seven Only)

• 17.3. The amount due from the Resulting Company to its Unsecured Creditors as on 30th June 2021 is Rs. 92,919/(Rupees Ninety Two Thousand Nine Hundred Nineteen Only)

• 17.4. In relation to the Meeting of the Applicant Company, Equity Shareholders of the Applicant Company whose names are appearing in the records of the Applicant Company as on Monday, 8[th] November, 2021 shall be eligible to attend the Meeting of the Equity Shareholders of the Applicant Company convened as per the directions of the Tribunal and cast their votes using remote e-voting facility

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• 17.5. The Scheme is not expected to have any adverse effects on the KMP, directors, promoters, non-promoter members, depositors, creditors, debenture holders, deposit trustee, debenture trustee, and employees of the Applicant Company and the Resulting Company, wherever relevant.

• 17.6. The rights and interests of Secured Creditors and Unsecured Creditors of either of the companies, if any, will not be prejudicially affected by the Scheme as no compromise, sacrifice or waiver is, at all called from them nor their rights sought to be modified in any manner and post the Scheme, the Applicant Company will be able to meet its liabilities as they arise in the ordinary course of business.

• 17.7.Except to the extent of the shares held by the Directors and KMP stated under paragraph 16 above, none of Directors and KMP of the Applicant Company or their respective relatives is in any way connected or interested in the aforesaid resolution.

• 17.8.The Audited accounts for the period ended 31[st] March 2021 of the Applicant Company indicates that it is in a solvent position and would be able to meet liabilities as they arise in the course of business. There is no likelihood that any creditors of the Applicant Company would lose or be prejudiced as a result of this Scheme being passed since no compromise, sacrifice or waiver is at all called for from them nor are their rights sought to be adversely modified in any manner. Hence, the arrangement will not cast any additional burden on the shareholders or creditors of the Applicant Company, nor will it adversely affect the interest of any of the shareholders or creditors.

• 17.9. There is no winding up proceedings admitted against the Applicant Company as of date.

• 17.10. No investigation proceedings are pending or are likely to be pending under the provisions of Chapter XIV of the Companies Act, 2013 or under the provisions of the Companies Act, 1956 in respect of the Applicant Company.

• 17.11. A copy of the Scheme has been filed by the Applicant Company with the Registrar of Companies, Mumbai, Maharashtra on 4th October, 2021.

• 17.12. The Applicant Company and the Resulting Company are required to seek approvals / sanctions / noobjections from certain regulatory and governmental authorities for the Scheme such as the Registrar of Companies, Regional Director and the Official Liquidator and will obtain the same at the relevant time.

• 17.13. In the event that the Scheme is withdrawn in accordance with its terms, the Scheme shall stand revoked, cancelled and be of no effect and null and void.

• 17.14. Names and addresses of the Directors and Promoters and Promoter Group holding shares of the Applicant Company are as under:

Sl. No.	Name of Director	Address
1	Mr. Rajnikant S. Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, Vile Parle West,Mumbai 400049
2	Mr. Manoj I. Ajmera	B-27, 6thFlooor, Jai Mahavir CHS, R.B. Mehta Marg, Near Bank of Maharashtra,Ghatkopar East,Mumbai 400077
3	Mr. Sanjay C. Ajmera	Flat No. 1011, Gods Blessings, North Main Road, Next to Hotel Westin,Koregaon Park,Pune 411001
4	Mr. Ambalal C. Patel	14/B, Shreyansnath Society, Opp Gunjan Apartment, B/H Dha- ranidhar Derasar,Vasna,Paldi,Ahmedabad 380007
5	Mrs. Aarti R. Ramani	Flat No 303/304, Aashiyana, 14/B, S M Road, Kalpak Estate, Wadala(E),Mumbai 400037
6	Mr. K. G. Krishnamurthy	403, Meru Heights, Telang Road, Behind Poddar College, Ma- tunga,Mumbai 400019
Sl. No.	Name of Promoters and Promoter Group holding shares of the Applicant Company	Address
1	Mr. Harshadrai Mulji Sarvaiya	2 Kavita, 60 Feet Road, Ghatkopar East, Mumbai 400077
2	Mr.Dhaval R Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049

21

3	Mrs. Bimal Anantrai Mehta	101 Sita Kunj, Flat No 9, 3rdFloor, Hindu Colony, Dadar East, Mumbai 400014
4	Mrs. Sonal Bimal Mehta	101 Sita Kunj, Flat No 9, 3rdFloor, Hindu Colony, Dadar East, Mumbai 400014
5	Mrs. Rita Mitul Mehta	B-604, Rajshree Residency, Navroji Cross Lane, M G Road, Jain Temple, GhatkoparWest,Mumbai 400086
6	Mrs. Bhanumati C Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049
7	Mrs. Henali Jayant Ajmera	502, Poonam Apt, Plot No 23, New India Chs, N.S Road No 11, , VileParle West,Mumbai 400077
8	Mrs. Charmi Paras Parekh	9, Sunder Smruti Friends Chsl, N.S Road No 5, Vile Parle West,Mumbai 400056
9	Ishwarlal S Ajmera HUF	B-27, 6thFlooor, Jai Mahavir CHS, R.B. Mehta Marg, Near Bankof Maharashtra, Ghatkopar East,Mumbai 400077
10	Chhotalal S Ajmera HUF	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049
11	Chhotalal S Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049
12	ARIIL TRUST Represented By Shashikant S. Ajmera, Rajnikant S. Ajmera, Manoj I. Ajmera,Trustee.	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, Vile Parle West, Mumbai 400049
13	Ms. Megha S Ajmera	29/7, jay Mahavir, Near Bank of Maharashtra, R. B. Mehta Marg, Ghatkopar East,Mumbai 400077
14	Mr.Aashish Atul Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049
15	Ms. Tanvi M Ajmera	B-27, 6thFlooor, Jai Mahavir CHS, R.B. Mehta Marg, Near Bankof Maharashtra, Ghatkopar East,Mumbai 400077
16	Atul C Ajmera HUF	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049
17	Mrs. Aagna S Ajmera	Flat No. 1011, Gods Blessings, North Main Road, Next to HotelWestin,Koregaon Park,Pune411001
18	Sanjay C Ajmera HUF	Flat No. 1011, Gods Blessings, North Main Road, Next to HotelWestin,Koregaon Park,Pune411001
19	Mrs. Rupal M Ajmera	B-27, 6thFlooor, Jai Mahavir CHS, R.B. Mehta Marg, Near Bankof Maharashtra, Ghatkopar East,Mumbai 400077
20	Mrs. Sonali A Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049
21	Ms. Hetal S Ajmera	Flat No. 1011, Gods Blessings, North Main Road, Next to HotelWestin,Koregaon Park,Pune411001
22	Mr.Rushi M Ajmera	B-27, 6thFlooor, Jai Mahavir CHS, R.B. Mehta Marg, Near Bankof Maharashtra, Ghatkopar East,Mumbai 400077
23	Mr.Atul C Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049
24	Mrs. Prachi D Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049
25	Mrs. Kokilaben Shashikant Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049
26	Mr.Mumukshu A Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049
27	Mr.Mayur S Ajmera	Flat No. 1011, Gods Blessings, North Main Road, Next to HotelWestin,Koregaon Park,Pune411001
28	Mr.Natwarlal S Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049
29	Mrs. Bhavana S Ajmera	29/7, jay Mahavir, Near Bank of Maharashtra, R. B. Mehta Marg, Ghatkopar East,Mumbai 400077
30	Mrs. Bharti R Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049

22

31	Mr.Sanjay C Ajmera	Flat No. 1011, Gods Blessings, North Main Road, Next to HotelWestin,Koregaon Park,Pune411001
32	Mr.Manoj I Ajmera	B-27, 6thFlooor, Jai Mahavir CHS, R.B. Mehta Marg, Near Bankof Maharashtra, Ghatkopar East,Mumbai 400077
33	Mr.Rajnikant S Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049
34	Rajnikant S Ajmera HUF	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049
35	Mr.Shashikant Shamalji Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049
36	Mrs. Vimlaben B Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049

• 17.15.Names and addresses of the Directors and Promoters and promoter group holding Equity Shares of the Resulting Company are as under:

Sl. No.	Name of Director	Address
1	Mr. Rajnikant S. Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049
2	Mr. Manoj I. Ajmera	B-27, 6thFlooor, Jai Mahavir CHS, R.B. Mehta Marg, Near Bankof Maharashtra, Ghatkopar East,Mumbai 400077
3	Mr. Sanjay C. Ajmera	Flat No. 1011, Gods Blessings, North Main Road, Next to HotelWestin,Koregaon Park,Pune411001
4	Mr. Bandish B. Ajmera	B/7, Yogi Palace, Kapole CHS, V. L. Mehta Road, JVPD Scheme, Juhu, vileparle West,Mumbai 400049
5	Mr. Nimish S. Ajmera	B-6, Pramukh Palace,V L Mehta Road, JVPD Scheme, Juhu, VileParle West,Mumbai 400049

Sl. No.	Name of Promoters and Promoter Group holding Equity Shares of Resulting Company	Address
1	Ajmera Realty & Infra India Limited	2nd Floor, Citi Mall, Link Road, Andheri (West), Mumbai 400 053

• 17.16.The Board of Directors of the Applicant Company approved the Scheme on 13[th ] January 2020. Details of Directors of the Applicant Company who voted in favour / against / did not participate on resolution passed at the Meeting of the Board of Directors of the Applicant Company are given below:

Sl. No	Name of Director	Voted in favour / Against / Did not participate
1	Mr.RajnikantS.Ajmera	In favour
2	Mr.ManojI.Ajmera	In favour
3	Mr. Sanjay C.Ajmera	In favour
4	Mr.AmbalalC.Patel	In favour
5	Mrs.Aarti R.Ramani	In favour
6	Mr.K. G.Krishnamurthy	In favour

• 17.17.The Board of Directors of the Resulting Company approved the Scheme on 13[th] January 2020. Details of directors of the Resulting Company who voted in favour / against / did not participate on resolution passed at the Meeting of the Board of Directors of the Resulting Company are given below:

Sl. No	Name of Director	Voted in favour / Against / Did not participate
1	Mr. Rajnikant S. Ajmera	In favour
2	Mr. ManojI. Ajmera	In favour
3	Mr. SanjayC. Ajmera	In favour
4	Mr. Bandish B. Ajmera	In favour
5	Mr. Nimish S. Ajmera	In favour

23

• 17.18. For the purpose of demerger, R V Shah & Associates, Registered Valuer and SSPA& Co, Chartered Accountants have recommended a ratio of allotment of equity shares. Accordingly, the number of shares to be issued by the Applicant Company to its Equity Shareholders are 7,09,712 (calculated on the basis of the shareholding pattern of the Applicant Company as on 30[th] September, 2021) fully paid up equity shares of INR 10 each in proportion of their respective shareholding in the Applicant Company as on the Record Date. M/s Libord Advisors Private Limited, a Category I Merchant Banker after having reviewed the share entitlement report of SSPA & Co, Chartered Accountants and M/s. R V Shah & Associates, Registered Valuer on consideration of all the relevant factors and circumstances, opined that in their view the independent valuer’s proposed valuation and share allotment is fair. The copy of the share entitlement report is available for inspection at the Registered Office of the Company at 2[nd] Floor, Citi Mall Link Road, Andheri (W), Mumbai, Maharashtra.

• 17.19. A report adopted by the Directors of the Applicant Company, explaining effect of the Scheme on each class of Shareholders, Key Managerial Personnel, Promoters and non-promoter Shareholders, laying out in particular the share allotment, is attached herewith. The Applicant Company does not have any debenture holders, deposit trustee and debenture trustee. There will be no adverse effect on account of the Scheme as far as the depositors, employees, and creditors of the Applicant Company are concerned.

• 17.20. As far as the employees of the Applicant Company are concerned there would not be any change in their terms of employment on account of the Scheme. Further, no change in the Board of Directors of the Applicant Company is envisaged on account of the Scheme.

• 17.21.The electronic copy of the following documents shall be available for inspection by the Equity Shareholders of the Applicant Company in the investor section of the website of the Company at www.ajmera.com :

• (i) Copy of the Order passed by the Hon’ble NCLT in Company Scheme Application No. 144 of 2021, dated 22nd September, 2021of the Applicant Company and the Resulting Company;

• (ii) Copy of the Memorandum and Articles of Association of the Applicant Company and, the Resulting Company respectively;

• (iii) Copy of the annual reports of the Applicant Company for the financial year ended 31st March 2021, 31st March 2020 and 31st March 2019;

• (iv) Copy of the audited financial statements of the Resulting Company for the financial year ended 31st March 2021,31st March 2020, and 31st March 2019;

• (v) Copy of share entitlement Report, dated 13th January 2020 submitted by Rashmi Shah & Associates, Chartered Accountants (Registered Valuer);

• (vi) Copy of share entitlement Report, dated 13th January 2020submitted by SSPA & Co., Chartered Accountants;

• (vii) Copy of the Fairness Opinion, dated 13th January 2020, issued by M/sLibord Advisors Private Limited, to the Board of Directors of the Applicant Company;

• (viii) Copy of the Audit Committee Report, dated 13th January 2020, of the Applicant Company;

• (ix) Copy of the resolutions, dated 13th January 2020, passed by the respective Board of Directors of the Applicant Company, the Resulting Companyrespectively approving the Scheme;

• (x) Copy of the Statutory Auditors’ certificate dated 13th January 2020 issued by Manesh Mehta & Associates Chartered Accountants to the Applicant Company;

• (xi) Abridged Prospectus as provided in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, including applicable information pertaining to the Resulting Company

• (xii) Copy of the complaint reports, dated 13th January, 2021 submitted by the Applicant Company to BSE and NSE respectively;

• (xiii) Copy of the no adverse observations/no objection letter issued by BSE and NSE, dated 26th March 2021, to the Applicant Company;

• (xiv) Copy of the Scheme; and

• (xv) Copy of the Reports dated 13th January 2020 adopted by the Board of Directors of the Applicant Company and the Resulting Companyrespectively, pursuant to the provisions of Section on 232(2) (c) of the Act.

24

• 17.22.This Statement may be treated as an Explanatory Statement under Sections 230(3) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016. A copy of this Scheme and Explanatory Statement may be obtained free of charge on any working day (except Saturdays, Sundays and public holidays) prior to the date of the Meeting, from the Registered Office of Applicant Company.

For Ajmera Realty & Infra India Limited

Sd/-

Mr. Rajnikant S. Ajmera Chairman appointed for the Meeting Mumbai Dated this 11[th] Day of October, 2021 Registered Office: 2nd Floor, Citi Mall, Link Road, Andheri (West), Mumbai 400 053

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ANNEXURE 4

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

DCS/AMAL/JR/R37/1935/2020-21

“E-Letter”

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March 26, 2021

The Company Secretary, AJMERA REALTY & INFRA INDIA LTD

Citi Mall, New Link Road, Andheri West, Mumbai, Maharashtra, 400053

Sir,

Sub: Observation letter regarding Draft Scheme of Arrangement between Ajmera Realty & Infra India Limited (ARIIL) and Radha Raman Dev Ventures Private Limited (RRDVPL) and their respective shareholders.

We are in receipt of the Draft Scheme of Arrangement between Ajmera Realty & Infra India Limited (ARIIL) and Radha Raman Dev Ventures Private Limited (RRDVPL) filed as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated March 26, 2021 has inter alia given the following comment(s) on the draft scheme of Arrangement:

• “Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchanges, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.”

• “Company shall duly comply with various provisions of the Circular.”

• “Company shall ensure that it will seek approval from the public shareholders through e-voting in terms of SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017, and the Scheme shall be acted upon only if the votes cast by the majority of public shareholders are in favour of the Scheme and more than the number of votes cast by public shareholders against it. Further, the Company shall ensure that details in this regard are disclosed in the Scheme, before filing the same with Hon’ble NCLT.”

• “Company shall ensure that the financials of the Companies involved in the Scheme are not more than 6 months old, before filing the same with the Hon'ble NCLT.”

• “Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT."

• “It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.”

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

• To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.

• To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.

• To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT.

BSE - INTERNAL

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BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted company involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documegrannts of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully,

Sd/-

Nitinkumar Pujari Senior Manager

BSE - INTERNAL

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ANNEXURE 5

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Ref: NSE/LIST/22928_II

March 26, 2021

The Company Secretary Ajmera Realty & Infra India Limited Citi Mall, 2nd Floor, Link Road, Andheri (W), Mumbai - 400053

Kind Attn.: Ms. Harshini D. Ajmera

Dear Sir,

Sub : Observation Letter for Draft Scheme of Arrangement between Ajmera Realty and Infra India Limited and Radha Raman Dev Ventures Private Limited and their respective shareholders

We are in receipt of the Draft Scheme of Arrangement („the Scheme‟) involving demerger of business of development of commercial Project at Wadala (6.5 acres) from Ajmera Realty and Infra India Limited ('Demerged Company') into Radha Raman Dev Ventures Private Limited, a wholly owned subsidiary of the Demerged Company vide application dated January 17, 2020.

Based on our letter reference no Ref: NSE/LIST/22928 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 („Circular‟), kindly find following comments on the draft scheme:

• a. The Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchanges, and from the date of receipt of this letter is displayed on the websites of the listed company.

• b. The Company shall duly comply with various provisions of the Circular.

• c. The Company shall ensure that it will seek approval from the public shareholders through e-voting in terms of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, and the Scheme shall be acted upon only if the votes cast by the majority of public shareholders are in favour of the Scheme and more than the number of votes cast by the public shareholders again it. Further, the Company shall ensure that details in this regard are disclosed in the scheme, before filing the same with Hon’ble National Company Law Tribunal (‘NCLT’).

• d. The Company shall ensure that the financials of the companies involved in the scheme are not more than 6 months old, before filing the same with Hon'ble NCLT.

• e. The Company is advised that the observations of SEBI/Stock Exchange(s) shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.

Confidential

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Continuation Sheet

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• f. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No-objection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines / Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from March 26, 2021 within which the scheme shall be submitted to NCLT.

Yours faithfully,

For National Stock Exchange of India Limited

Jiten Patel Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL http://www.nseindia.com/corporates/content/further_issues.htm

Confidential

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