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Indiabulls Limited — Proxy Solicitation & Information Statement 2025
Mar 10, 2025
60328_rns_2025-03-10_070c973d-ac88-448f-9c10-fdb26854aece.pdf
Proxy Solicitation & Information Statement
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Date: March 10, 2025
Scrip Code - 533520 YAARI BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, ‘Exchange Plaza’, Dalal Street, Bandra-Kurla Complex, Bandra (East) MUMBAI – 400 001 MUMBAI – 400 051
Sub: Corrigendum to Notice of Meeting of Equity Shareholders of Yaari Digital Integrated Services Limited (‘the Company’) pursuant to Order dated January 29, 2025 of the Hon’ble National Company Law Tribunal, Chandigarh Bench (“NCLT”)
Dear Sir/Ma’am,
In continuation of our earlier intimation dated February 14, 2025, regarding dispatch of notice of NCLT Convened Meeting of Equity Shareholders of Yaari Digital Integrated Services Limited scheduled on March 29, 2025 at 12:30 P.M. (“ Meeting Notice”) , please find enclosed a corrigendum to the Meeting Notice (“ Corrigendum ”), which is being published in PAN India editions of Financial Express (English) and Jansatta (Hindi) and will also be made available on the website of the Company www.yaari.com.
The Corrigendum forms an integral part of the Meeting Notice and the Meeting Notice will always be read in conjunction with the Corrigendum.
All other contents of the Meeting Notice, save and except as set out in the Corrigendum, remain effective and unmodified.
This is for your information and records.
Thanking you, Yours truly,
For Yaari Digital Integrated Services Limited
SACHIN Digitally signed by SACHIN MAHENDRA MAHENDRA SINGH SINGH GHANGHAS GHANGHAS Date: 2025.03.10 18:06:53 +05'30'
Sachin Ghanghas Company Secretary
Encl: as above
Yaari Digital Integrated Services Limited
Registered Office: 5[th] Floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurgaon – 122016, Haryana | Tel/Fax: 0124 6685800 Corporate Office: One International Center (formerly IFC), Tower - 1, 4[th] Floor, S. B. Marg, Elphinstone (W), Mumbai – 400013, Maharashtra | Tel: 022 62498580 | Fax: 022 61899600 CIN: L51101HR2007PLC077999, Website: www.yaari.com, Email: [email protected]
BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH BENCH COMPANY APPLICATION NO. C.A. (CAA)/20/Chd/Hry/2024
In the matter of Companies Act, 2013; And In the matter of Application under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 And
In the matter of Scheme of Arrangement amongst Dhani Services Limited, Indiabulls Enterprises Limited, Savren Medicare Limited, Auxesia Soft Solutions Limited, Gyansagar Buildtech Limited, Pushpanjli Finsolutions Limited, Devata Tradelink Limited, Evinos Developers Limited, Milky Way Buildcon Limited, Indiabulls Consumer Products Limited, Indiabulls Infra Resources Limited, Jwala Technology Systems Private Limited, Mabon Properties Limited, YDI Consumer India Limited, Indiabulls General Insurance Limited, Indiabulls Life Insurance Company Limited, Juventus Estate Limited, India Land Hotels Mumbai Private Limited, Indiabulls Pharmacare Limited, Yaari Digital Integrated Services Limited and their respective shareholders and creditors.
Dhani Services Limited
(CIN: L74110HR1995PLC121209) Registered Office: 5[th] Floor, Plot No. 108, IT Park, Udyog Vihar, Phase-1, Industrial Complex Dundahera, Gurgaon-122016, Haryana
…Applicant Company 1 / Amalgamating Company 1
Indiabulls Enterprises Limited
(CIN: L71290HR2019PLC077579) Registered Office: 5th Floor, Plot No. 108, IT Park,Udyog Vihar, Phase-1, Gurgaon-122016, Haryana
…Applicant Company 2 / Amalgamating Company 2
Yaari Digital Integrated Services Limited
(CIN: L51101HR2007PLC077999) Registered Office: 5[th] Floor, Plot No 108, IT Park,Udyog Vihar, Phase-1, Gurgaon-122016, Haryana
…Applicant Company 20 / Resulting Company 2 / Amalgamated Company
“CORRIGENDUM” TO THE NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF APPLICANT COMPANY 1, APPLICANT COMPANY 2 AND APPLICANT COMPANY 20 (APPLICANT COMPANIES)
This corrigendum/addendum/erratum (“ Corrigendum ”) is being issued, in connection with Notices dated February 12, 2025, to convene the meetings of Equity Shareholders of Applicant Company 1, Applicant Company 2 and Applicant Company 20 (“ Applicant Companies ”) on Saturday, March 29, 2025, through video conferencing (VC) / other audio-visual means (OAVM) (“ Meeting Notice ”), as directed by Hon’ble National Company Law Tribunal, Chandigarh Bench (“ NCLT” ) vide Order dated January 29, 2025, for the purpose of considering the aforesaid Scheme of Arrangement (“ Scheme” ), pursuant to Sections 230 to 232 and any other applicable provisions of the Companies Act, 2013 (“ Act” ) and applicable rules made thereunder.
Purpose of this Corrigendum is to update and provide certain additional information/clarification to the shareholders of the Applicant Companies. Capitalized terms used but not defined herein have the meanings ascribed to such terms under the Meeting Notice.
It is brought to notice of the Equity Shareholders of the Applicant Companies that on an application by the Applicant Companies seeking modifications in the quorum requirements prescribed by Hon’ble NCLT in the First Motion Order dated January 29, 2025, the Hon’ble National Company Law Appellate Tribunal (‘ NCLAT ’) vide its Order dated February 28, 2025, has modified the quorum requirements for the aforesaid meetings of the Equity Shareholders of the applicant companies and directed that the quorum of the aforesaid meetings of Equity Shareholders of the Applicant Companies to be convened on March 29, 2025 shall be as prescribed under Section 103 of the Companies Act, 2013 and will include the shareholders present through video conferencing and other audio video means. In case the required quorum as stated above is not present, the meetings shall be adjourned per Section 103 of the Companies Act, 2013.
In view of the above, quorum requirement mentioned in Note 5 at page no. 10 and in the Explanatory Statement at page no. 18 of the Meeting Notice dated February 12, 2025 be read as and substituted as under:
“The quorum of the Meeting shall be as prescribed under Section 103 of the Companies Act, 2013 and will include the shareholders present through video conferencing and other audio video means. In case the required quorum as stated above is not present, the meetings shall be adjourned per Section 103 of the Companies Act, 2013.”
This Corrigendum forms an integral part of the Meeting Notice which was circulated to the shareholders of the Applicant Companies on February 14, 2025, February 18, 2025 and February 21, 2025 and the Meeting Notice shall always be read in conjunction with this Corrigendum. This Corrigendum is also being published in PAN India editions of Financial Express (English) and Jansatta (Hindi) and will also be made available on the website of the stock exchanges (BSE and NSE) and on the website of the Applicant Companies https://dhani.com, www.indiabullsenterprises.com and www.yaari.com.
All other contents of the aforesaid Meeting Notice, save and except as set out in this Corrigendum, will remain effective and unmodified.
Date: March 10, 2025 Place: Gurgaon
Sd/Sd/Sd/Ram Mehar Sachin Ghanghas Deepak Chadda Authorised Representative Authorised Representative Authorised Representative Dhani Services Limited Yaari Digital Integrated Indiabulls Enterprises Services Limited Limited