RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits
RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits 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. 123
MANAGEMENT AND ORGANISATION As per the Article 111.1 of the Articles of Association, until otherwise determined by a General Meeting of the Company and subject to the provisions of section 252 of the Companies Act, 1956, the number of Directors shall not be less than three nor more than fifteen. The Company has eight (8) Directors as on date, out of which four (4) are Whole Time Directors including one Managing Director. The Chairman is a non-Executive Director. There are three independent Directors on the Board. The following table sets forth information regarding the Board of Directors: BOARD OF DIRECTORS The following table sets forth the details regarding the Board of Directors Sl. No. Name Designation, Qualification, Father’s Name, Address, Occupation, Date of Birth (DOB), Age and Term Date of Appointment Other Directorships/Partnerships 1. Mr. Gautam Premnath Khandelwal Non-Executive Chairman & Independent Director S/o Mr. Premnath Ramprasad Khandelwal B.A (Economics) B-2, Alaknanda 16-A, Napean Sea Road Malabar Hill Mumbai – 400 006 DOB: 4.1.1962 47 Years Industrialist DIN: 00270717 Term: Retire by Rotation 2. Mr. Ajay Kumar Swarup Managing Director S/o Mr. Madhav Kumar Swarup B.A.(Honours), PGDBM (IIM,Kolkata) 51A, Friends Colony (East) New Delhi – 110 065 DOB: 5.2.1959 50 Years Industrialist DIN: 00035194 Term: 5 years (1.12.2006 to 30.11.2011) 3. Mr. Manik Lal Dutta Executive Director s/o Late Mr. Jugal Kishore Dutta M. Tech, PGDBM M-179, Greater Kailash - II New Delhi – 110 048 DOB: 9.2.1946 63 Years Service 16.2.1993 (Appointed as Chairman w.e.f 17.4.2007) 1.12.2006 (Appointed as Managing Director w.e.f 1.12.2006) 1.8.2006 (Appointed as Executive Director. Re appointed as Executive Director w.e.f Directorships: 1. Nagpur Power & Industries Ltd, Chairman. 2. Informed Technologies India Ltd., Chairman. 3. Khandelwals Ltd, U.K. 4. Khandelwal Remedies Pvt Ltd. 5. Zeppelin Investments Pvt Ltd. 6. Megnachem Pharmaceuticals Pvt. Ltd. 7. The Motwane Mfg. Co. Pvt. Ltd 8. Krohm Solutions Pvt. Ltd. 9. Punjab National Bank 10. M/s. MW.Com (India) Pvt. Ltd. Directorships: 1. Biotech India Ltd. 3. Chand Bagh Investments Ltd. 4. Astral Capitals Private Ltd. - 124
- Page 99 and 100: substantial market share to India s
- Page 101 and 102: As the Company is increasing its In
- Page 103 and 104: Higher level of instrumentation has
- Page 105 and 106: II. ORDERS ALREADY PLACED: Sl. No 1
- Page 107 and 108: Engineering, Plot No. 65, Bhagwati
- Page 109 and 110: 2 nd Stage (Bio-composting) The was
- Page 111 and 112: converts the slurry into a hydrated
- Page 114 and 115: FLOW CHART OF FINISHING GOODS Recti
- Page 116 and 117: The availability of grain particula
- Page 118 and 119: Domestic - 10 KL Per Day TOTAL - 14
- Page 120 and 121: Power Generation Present Requiremen
- Page 122 and 123: The Spent Wash generated from disti
- Page 124 and 125: • White Lace Duet Gin GR 8 Times
- Page 126 and 127: Indian IMFL Industry has undergone
- Page 128 and 129: Certificate dated 23 rd January 200
- Page 130 and 131: 6. Manufacturing Agreement Parties:
- Page 132 and 133: its distinct identity in the Countr
- Page 134 and 135: PROPERTY A. Properties owned by the
- Page 136 and 137: Date of Agreement: 25.3.1995 vide D
- Page 138 and 139: Date of Agreement: 12.1.1995 vide D
- Page 140 and 141: 27. M/s Globus Agronics Limited Dat
- Page 142 and 143: Parties Sub-Lessor Associated Disti
- Page 144 and 145: Class 33 (Thirty Three) Applicant G
- Page 146 and 147: Sr. No Mark Registration Number Cla
- Page 148 and 149: BRIEF HISTORY AND OTHER CORPORATE M
- Page 152 and 153: DIN: 00769308 01.08.2009) Term: 3 y
- Page 154 and 155: Limited in 1983 and later promoted
- Page 156 and 157: Industrial Engineer where he was re
- Page 158 and 159: If at any time the director ceases
- Page 160 and 161: CORPORATE GOVERNANCE CORPORATE GOVE
- Page 162 and 163: 1. To scrutinize the Share transfer
- Page 164 and 165: Further, the Directors are also int
- Page 166 and 167: Chart 1: BEHROR UNIT, RAJASTHAN 139
- Page 168 and 169: 141
- Page 170 and 171: joined Radico Khaitan Limited in 19
- Page 172 and 173: PROMOTERS Mr. Ajay Kumar Swarup and
- Page 174 and 175: Sl. No. Name of Shareholder No. of
- Page 176 and 177: Related Party Transactions For deta
- Page 178 and 179: estatements and regroupings as cons
- Page 180 and 181: ANNEXURE-II STATEMENT OF PROFIT & L
- Page 182 and 183: At each balance sheet an assessment
- Page 184 and 185: Particulars Key Management Personal
- Page 186 and 187: Particulars Associates Key Manageme
- Page 188 and 189: ENA BL 44.93 1477.37 14.06 1080.81
- Page 190 and 191: AS ON PARTICULARS 31-Mar-05 31-Mar-
- Page 192 and 193: guaranteed by Sh. Madhav K. Swarup
- Page 194 and 195: ANNEXURE-XI STATEMENT OF CURRENT LI
- Page 196 and 197: Note: ** Information pertaining to
- Page 198 and 199: EXISTING BORROWING FACILITIES The C
MANAGEMENT AND ORGANISATION<br />
As per the Article 111.1 of the Articles of Association, until otherwise determined by a General<br />
Meeting of the Company and subject to the provisions of section 252 of the Companies Act,<br />
1956, the number of Directors shall not be less than three nor more than fifteen. The Company<br />
has eight (8) Directors as on date, out of which four (4) are Whole Time Directors including one<br />
Managing Director. The Chairman is a non-Executive Director. There are three independent Directors<br />
on the Board. The following table sets forth information regarding the Board of Directors:<br />
BOARD OF DIRECTORS<br />
The following table sets forth the details regarding the Board of Directors<br />
Sl.<br />
No.<br />
Name Designation, Qualification,<br />
Father’s Name, Address,<br />
Occupation, Date of Birth (DOB),<br />
Age and Term<br />
Date of<br />
Appointment<br />
Other Directorships/Partnerships<br />
1. Mr. Gautam Premnath Khandelwal<br />
Non-Executive Chairman &<br />
Independent Director<br />
S/o Mr. Premnath Ramprasad<br />
Khandelwal<br />
B.A (Economics)<br />
B-2, Alaknanda<br />
16-A, Napean Sea Road<br />
Malabar Hill<br />
Mumbai – 400 006<br />
DOB: 4.1.1962<br />
47 Years<br />
Industrialist<br />
DIN: 00270717<br />
Term:<br />
Retire by Rotation<br />
2. Mr. Ajay Kumar Swarup<br />
Managing Director<br />
S/o Mr. Madhav Kumar Swarup<br />
B.A.(Honours), PGDBM<br />
(IIM,Kolkata)<br />
51A, Friends Colony (East)<br />
New Delhi – 110 065<br />
DOB: 5.2.1959<br />
50 Years<br />
Industrialist<br />
DIN: 00035194<br />
Term: 5 years<br />
(1.12.2006 to 30.11.2011)<br />
3. Mr. Manik Lal Dutta<br />
Executive Director<br />
s/o Late Mr. Jugal Kishore Dutta<br />
M. Tech, PGDBM<br />
M-179, Greater Kailash - II<br />
New Delhi – 110 048<br />
DOB: 9.2.1946<br />
63 Years<br />
Service<br />
16.2.1993<br />
(Appointed<br />
as Chairman<br />
w.e.f<br />
17.4.2007)<br />
1.12.2006<br />
(Appointed<br />
as Managing<br />
Director<br />
w.e.f<br />
1.12.2006)<br />
1.8.2006<br />
(Appointed<br />
as Executive<br />
Director. Re<br />
appointed as<br />
Executive<br />
Director<br />
w.e.f<br />
Directorships:<br />
1. Nagpur Power & Industries Ltd,<br />
Chairman.<br />
2. Informed Technologies India<br />
Ltd., Chairman.<br />
3. Khandelwals Ltd, U.K.<br />
4. Khandelwal Remedies Pvt Ltd.<br />
5. Zeppelin Investments Pvt Ltd.<br />
6. Megnachem Pharmaceuticals<br />
Pvt. Ltd.<br />
7. The Motwane Mfg. Co. Pvt. Ltd<br />
8. Krohm Solutions Pvt. Ltd.<br />
9. Punjab National Bank<br />
10. M/s. MW.Com (India) Pvt. Ltd.<br />
Directorships:<br />
1. Biotech India Ltd.<br />
3. Chand Bagh Investments Ltd.<br />
4. Astral Capitals Private Ltd.<br />
-<br />
1<strong>24</strong>
Change language