RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits

22.08.1995 • Change in Authorised Capital i.e., Increase in Authorised
Capital of the Company from Rs. 5 crores to Rs.10 crores.
• Change in the Object Clause resulting in addition of Other
Objects by insertion of Sub-Clauses 71 77 after Sub-Clause
70 of Clause III © of Memorandum of Association.
29.12.2006 Change in name of the Company i.e., from Globus Agronics
Limited to Globus Spirits Limited.
29.12.2006 Change in Authorised Capital i.e., Increase in Authorised
Capital of the Company from Rs. 10 crores to Rs. 15 crores.
02.06.2007 Change in Authorised Capital i.e., Increase in Authorised
Capital of the Company from Rs. 15 crores to Rs. 25 crores.
The details of the Capital raised are given in the section titled “Capital Structure” on page no. 22
of the Red Herring Prospectus.
Subsidiaries of the Issuers Company
The Company has no subsidiary as on date.
Shareholders agreements
At present, there are no shareholding agreements between the Company and any other person
except for the agreement entered into between the Company, Mr. Deepak Roy (a Non Executive
Director) and Mr. Ajay Kumar Swarup (Managing Director) on April 13, 2007.
The salient features of the agreement are as under:
1. The Company shall issue and allot 3,84,400 Equity Shares of Rs. 10/- each at a price of
Rs. 80/- per Share, against full cash payment, on or before 20.4.2007 (hereinafter
referred to as Option Expiry Date).
2. The Equity Shares of the Company acquired by Mr. Deepak Roy shall not be sold by him
on the stock exchange, upon the shares being listed pursuant to an impending IPO, up
to 1 st January, 2009.
In the event Mr. Deepak Roy wants to sell his shareholding in the Company prior to January 1,
2009, Mr. Roy shall be obliged to sell the same to Mr. Ajay Kumar Swarup, or any other person
nominated by him, and Mr. Swarup has offered Mr. Roy a value appreciation of 20% per annum,
or part thereof, per share.
Earlier, in the Extra-ordinary General Meeting held on 12.2.2007, the Board of Directors were
authorized to make the preferential allotment of 3,84,400 Shares to Mr. Deepak Roy.
The Board of Directors of the Company issued a letter of offer dated 20.2.2007 to Mr. Deepak
Roy which was accepted by Mr. Roy and he exercised his option for 1,50,000 shares at a price of
Rs. 80/- per share. Mr. Deepak Roy has, subsequent to the above allotment, been a recipient of
75,000 Bonus Shares issued by the Company to its shareholders in June, 2007.
However in terms of Clause 4.14.1 of the SEBI DIP Guidelines the entire pre-issue share capital
shall be locked in for a period of one year from the date of allotment in this issue. Further, in
terms of Clause 4.16.1(a) of the SEBI Guidelines, locked – in Equity Shares held by shareholders
other than the Promoter may be transferred to any other person holding shares which are
locked-in as per Clause 4.14 of the SEBI Guidelines, subject to continuation of the lock-in in the
hands of the transferees for the remaining period and compliance with the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997,
as applicable.
Strategic Partners
The Company, as on date, has no strategic partners.
Financial Partners
The Company, as on date, has no financial partners.
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