|
|
Inter alia, considered and approved following business: 1. recommended to members to regularise Mr. Sourabh Gopichand Gaikwad (DIN: 10692920) as Non-Executive Independent Director of the Company; 2. Increase in Authorised Share Capital of the Company from Rs. 3,50,00,000 /-(Rupees Three Crore Fifty Lakhs Only) divided into 35,00,000 (Thirty-Five Lakh only) Equity Shares of Rs.10/- each to Rs. 17,00,00,000 (Rupees Seventeen Crore) by addition of Rs. 13,50,00,000 (Rupees Thirteen Crore Fifty Lakhs Only) in the existing capital of the company, and subsequent to change in Memorandum of Association of the Company and subject to the approval of members in ensuing general meeting; 3. recommend the proposal to members to make investment, loan/guarantee & advances in excess of limits specified under section 186 of companies Act, 2013 upto Rs. 500/- Crores, subject to approval of members in ensuing general meeting; 4. recommended the proposal to members to increase in borrowing power in excess of limits specified under section 180 (1) (c) of companies Act, 2013 up to Rs. 500/- Crores, subject to approval of members in ensuing general meeting; 5. recommended the proposal to members limit for Related Party Transaction of up to Rs. 500/- Crores, subject to approval of members in ensuing general meeting; 6. the Acquisition of 1,29,80,000 i.e. 100% equity shareholding of M/s. Rich Pockets Online Services Limited ("RPOSL") for a total purchase consideration of Rs. 1,03,84,00,000/- (Rupees One Hundred Three Crore Eighty-Four Lakhs) at a price of Rs. 80/- (Rupees Eighty Only) per equity share by issuance and allotment of up to 1,29,80,000 fully paid-up equity shares of the Company having face value of Rs. 10/- (Rupee Ten Only) each at a price of Rs. 80/- (Rupees Eighty Only) per equity share (including a premium of Rs. 70/- (Rupees Seventy only) per share as determined in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), for a consideration other than cash (share swap) (for discharge of purchase consideration) to the shareholders of RPOSL. Pursuant to this acquisition RPOSL will become the subsidiary of M/s. Ace Men Engg Works Limited. 7. Approved offer, Issue and allot 1,29,80,000 Equity Shares of face value Rs. 10/- at a price of Rs. 80/- (Rupees Eighty only) per share (including premium of Rs. 70/- (Rupees Seventy Only) per share on Preferential Basis for consideration other than cash (share swap) to the shareholders of RPOSL . 8. took on records the Valuation Report of Equity shares, Certificate issued by Practicing Chartered Accountant/Practicing Company Secretary in this regard. 9. Appointed Mr. Brajesh Gupta, Practicing Company Secretary (Membership No. ACS 33070), proprietor of M/s. Brajesh Gupta & Co. as Scrutinizer for conducting poll process for the Extra Ordinary General Meeting of the Company. 10. Approved the Notice of Extra Ordinary General Meeting (EGM) of the Company. 11. Authorized to Managing Director, Executive Director or Company Secretary of the Company to be responsible for conducting EGM and the entire poll process 11. Authorized to Managing Director and/or Executive Director and/or KMPs of the Company to make necessary application for In-principle application for Preferential allotment, and also authorised to Sign and submit the documentations on behalf of the company.
|
Smart Quotes
