Meeting Details

  • Date: Sunday, August 16, 2026
  • Time: 11:00 A.M. IST
  • Location: Conducted through Video Conferencing/Other Audio Visual Means (VC/OAVM)
  • Type: NCLT Convened Meeting of Equity Shareholders
  • Record Date: August 10, 2026
  • Total Shareholders: 32,566

Proposed Resolution and Implications

The single special resolution proposed was to approve the Scheme of Arrangement among Reid & Taylor International Private Limited (RTIL) and Digjam Limited (DIGJAM) and their respective shareholders. The scheme involves a demerger arrangement requiring approval under Sections 230-232 of the Companies Act, 2013.

Voting Process and Methods

The voting was conducted through:

  • Remote e-voting via NSDL from August 13, 2026 (09:00 A.M.) to August 16, 2026 (05:00 P.M.)
  • E-voting during the meeting with facility kept open for 30 minutes after meeting conclusion
  • No physical polling or postal ballot was conducted
  • The scrutinizer was Mr. P. Ajith Kumar, Advocate, appointed by NCLT Chennai Bench

Key Voting Outcomes

Including Promoter & Promoter Group:

  • Total Votes Polled: 1,58,07,686 shares (79.04% of outstanding shares)
  • Votes in Favor: 1,57,97,742 shares (99.94%)
  • Votes Against: 9,944 shares (0.06%)
  • Invalid Votes: None
  • Abstained Votes: None

Excluding Promoter & Promoter Group (Public Shareholders):

  • Total Votes Polled: 9,86,721 shares (4.93% of outstanding shares)
  • Votes in Favor: 9,76,777 shares (98.99%)
  • Votes Against: 9,944 shares (1.01%)
  • Invalid Votes: 1,50,00,000 shares (related to promoter group)

Category-wise Breakdown (Excluding Promoters):

Public Institutions:

  • Shares Held: 3,99,693
  • Votes Polled: 3,58,250 (89.63% turnout)
  • Votes in Favor: 3,58,250 (100%)
  • Votes Against: 0

Public Non-Institutions:

  • Shares Held: 46,00,307
  • Votes Polled: 6,28,471 (13.66% turnout)
  • Votes in Favor: 6,18,527 (98.42%)
  • Votes Against: 9,944 (1.58%)

Promoter & Promoter Group:

  • Shares Held: 1,50,00,000
  • Votes Polled: 1,50,00,000 (100% turnout)
  • Votes in Favor: 1,50,00,000 (100%)
  • Votes Against: 0

Scrutinizer's Role and Findings

Mr. P. Ajith Kumar, Advocate, was appointed as scrutinizer by NCLT Chennai Bench. His key findings:

  • Confirmed the e-voting process was conducted fairly and transparently
  • Verified compliance with Companies Act 2013 and relevant rules
  • Reported 77 equity shareholders voted in favor (96.25% of voting shareholders)
  • Reported 3 equity shareholders voted against (3.75% of voting shareholders)
  • Found no invalid votes in the process
  • Confirmed the resolution passed with requisite majority as required under Section 230-232 of Companies Act 2013 and SEBI Master Circular

Compliance Confirmation

The disclosure confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 and rules made thereunder
  • SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023
  • NCLT Chennai Bench order dated June 19, 2026
  • All notices were dispatched to shareholders via email and physical copies where email unavailable
  • Meeting advertisement published in Business Standard (All India Edition) & Makkal Kural (Tamil Nadu Edition) on July 16, 2026

Additional Information

  • Unsecured Creditors of Reid & Taylor International Private Limited also approved the scheme on the same day
  • The company will now seek final approval from the Hon'ble NCLT, Chennai Bench
  • Voting results and scrutinizer's report available on company website: https://digjam.co.in/