Equity shareholders pass special resolution approving scheme of merger by absorption at NCLT-convened meeting
Equity shareholders of Roselabs Finance Ltd met on October 09, 2026 via video conferencing, as directed by the NCLT, to approve the scheme of merger by absorption with Lodha Developers Ltd.
- Votes polled
- 84,10,182 out of 10000000 shares held (84.1018%)
- Votes in favour
- 83,60,164 (99.41% of valid votes)
- Votes against
- 50,018 (0.59%)
What happened
Roselabs Finance Ltd informed BSE Ltd that the meeting of its equity shareholders, convened as directed by the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, vide its Order dated August 06, 2026, was held on October 09, 2026 through video conferencing / other audio-visual means. The meeting commenced at 10:00 a.m. (IST) and concluded at 10:32 a.m. (IST).
The single item of business was a Special Resolution to approve the Scheme of Merger by Absorption of Roselabs Finance Ltd (First Transferor Company) and National Standard (India) Ltd (Second Transferor Company) with Lodha Developers Ltd (Transferee Company) and their respective shareholders and creditors.
How the vote went
- Total equity shares held: 10000000
- Promoter and Promoter Group shares: 7424670, with 7424670 votes polled, all in favour (100.0000%)
- Total votes polled: 84,10,182
- Votes in favour: 83,60,164, being 99.41% of valid votes cast
- Votes against: 50,018, being 0.59% of valid votes cast
- Public shareholders: 9,85,512 votes polled, of which 9,35,494 in favour (94.92%) and 50,018 against (5.08%)
- Number of shareholders on the record date: 1498
The record date was 02-10-2026. The scrutinizer's report records 41 shareholders voting. All votes were cast through remote e-voting, held from October 06, 2026, 09:00 a.m. (IST) to October 08, 2026, 05:00 p.m. (IST); no votes were recorded under voting during the meeting.
The scrutinizer's findings
Ms. Dipika Shetty, Practising Company Secretary, was appointed the Scrutinizer for the meeting. Her combined report states that the resolution was passed by a majority of equity shareholders in number representing three-fourth in value of the equity shareholders who participated, as required under Section 230(6) of the Companies Act, 2013, and that the votes cast by the public shareholders in favour of the proposal were more than the votes cast against it, as required under the SEBI Master Circular.
Meeting and participation details
- Mr. Satya Ranjan Prasad, Retired Member (Technical), NCLT, appointed by the Hon'ble NCLT, chaired the meeting.
- Directors present through video conferencing: Mr. Raghava Reddy (Managing Director), Ms. Sanjyot Rangnekar (Director), Mr. Prakash Vaghela (Independent Director) and Mr. Mayak Padiya (Independent Director).
- 1 promoter/promoter group shareholder and 33 public shareholders attended the meeting through video conferencing.
- The resolution set out in the NCLT-convened meeting notice has been passed with the requisite majority, and the outcome has been intimated to the stock exchange.
More numbers
- Total equity shares held (voting base)10000000
- Shares held by Promoter and Promoter Group7424670
- Total votes polled by all equity shareholders84,10,182
- Valid votes in favour of the resolution (all shareholders)83,60,164
- Valid votes against the resolution (all shareholders)50,018
- Votes polled by public shareholders9,85,512
- % of valid votes in favour (all shareholders)99.41%
- Total number of shareholders on record date1498
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