Increase in Authorised Capital Inter alia, approved:- 1. Approved to increase the existing Authorised Share Capital of the Company from Rs. 12,00,00.000 (Rupees Twelve Crores Only) divided into 12,00,00,000 (Twelve Crores) Equity Shares of Re. 1/~ each to Rs 36,00,00,000/- (Rupees Thirty Six Crores Only) divided into 36,00,00,000 (Thirty Six Crores) equity shares of Re 1/- each subject to the approval of the shareholders, as required under Regulation 30 of the Listing Regulations read with SEBI Master Circular No. SEBVHO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 ("SEBI Circular") 2.The Acquisition of 78.90% of the Equity Share Capital of CMJ Breweries Private Limited ('Selling Company"). The Board has approved the execution of a Share Purchase and Share Subscription Agreement ("SPSSA") and other necessary documents regarding the Proposed Transaction between the Company, Selling Company and the shareholders of Selling Company. whereby the Company agrees to acquire 78.90% of the Equity Share Capital of the Selfing Company. 3. Approved subject (o the approval of the shareholders and the Stock Exchange, the issuanice of up to 15,10,64,917 (Tifteen Crores Ten Lacs Sixty Four Thousand Nine Hundred Seventeen) Equity Shares of Re. 1/- (Rupee One only) each at an issue price of Rs. 1.45/- (Rupees One and Paise Forty Five ~ Only) each on preferential basis ("Preferential Issue?) for consideration other than cash (i.e., swap of shares) to the shareholders of Selling Company persons forming part of the Non-Promoter Public category, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the provisions of the Companies Act, 2013 and rules ?made there under. (Details are enclosed herewith as Annexure I11): 4. Approved subject to the approval of the shareholders and the Stock Exchange, the issuance of up to 6,00,00,000 (Six Crores) Equity Shares of Re. 1/- (Rupee One Only) each at an issue price of Rs. 1.45/- (Rupees One and Paise Forty Five Only) each on preferential basis (?Preferential Issue?) for consideration in cash to person forming part of the Non-Promoter Public Category, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the provisions of the Companies Act, 2013 and rules made there under. (Details are enclosed herewith as Annexure IV): 5. Approved subject to the approval of the shareholders and the Stock Exchange, the issuance of up to 2,20,00.000 (Two Crores Twenty Lacs) Convertible Warrants of Re. 1/- (Rupee One only) each at an issue price of Rs. 1.45/- (Rupees One and Paise Forty Five Only) each on preferential basis (?Preferential Issue?) for consideration in cash to person forming part of the Non-Promoter Public Category, in accordance with Chaptet V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the provisions of the Companies Act, 2013 and rules made there under. (Details are enclosed herewith as Annexure V; 6. Approved the draft notice of Extra - Ordinary General Meeting (?EOGM?) of Company also matters included and connected thereto: 7. Approved the day, date, time and venue for the EOGM of the Company scheduled on January 14, 2026 at 11:30 AM (IST) through Video Conferencing / other Audio Visual means to discuss the matters mentioned in the Notice of said EOGM; 8. Approved the appointment of M/s. Krishna Rathi and Associates, Practicing Company Secretary as scrutinizer for the scrutiny of e-voting results and the EOGM proceedings: 9. The change in the name of the Company from Banganga Paper Industries Limited to ASGARD ALCOBEV LIMITED or such other name as may be made available for adoption by the Central Registration Centre Ministry of Corporate Affairs subject to approval of member and other statutory approval; 10. To authorize Mr. Jitendra Patil, Company Secretary of the Company, to sign and execute the requisite documents on behalf of the Company for the purposes of the Open Offer and the Preferential Issue. 11, Increase In Borrowing Limits pursuant to section 180 (1) (e) of The Companies Act, 2013 of the Company up to Rs. 500 Crores, subject to approval of shareholders: 12. Increase in the limits for the power to create charge on the assets of the Company to secure borrowings pursuant to section 180 (1) (a) of The Companies Act, 2013 up to Rs. 500 Crores, subject to approval of shareholders: 13. Increase in the limits pursuant to section 186 of The Companies Act, 2013 for making investments/extending loans and giving guarantees or providing securities in connection with loans to persons/ bodies corporate up to Rs. 500 Crores, subject to approval of shareholders, 14. Approved the appointment of M/s. BATLIBOI & PUROHIT, Chartered Accountants, (Firm Registration No: 101048W) of Company, Details as required under Regulation 30 read with Part A, Para A of Schedule Tll of the SEBI Listing Regulations, 2015 and SEBI Circular No. SEBVHO/CFD/PoD2/CIR/P/0155 dated 11 November 2024, with respect to recommendation for appointment of M/s. BATLIBOI & PUROHIT, Chartered Accountants, as one of the Joint Statutory Auditors, is enclosed as Annexure VL. 15. The alteration of the main object clause of the Memorandum of Association of the Company, subject to the approval of shareholders; 16. Approved the proposal for the sale of 99.96% equity shares held by the Company in its subsidiary, Banganga Paper Mills Limited, representing 99.96% of the paid-up share capital of the said subsidiary, to Karbhari Pandurang Dhatrak, Jayashree Kabhari Dhatrak, and Chetan Karbhari Dhatrak for a total consideration of Rs. 11,21,87,700/- (Rupees Eleven crores Twenty-one Lakh eighty-seven thousands and seven hundred rupees only) 17. The shifting of the registered office of the Company from the Sr. No. 186, Gava wadi Road, Ashewadi, Ramshej, Nashik, Maharashtra, 422003 to the CMJ House, Ferndale Complex, Block II Keating Road, Meghalaya 793001, Shillong India. subject to approval of members and other statutory approvals;
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