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

The Company shall, if at any time it issues debentures, keep Register and Index of Debenture
holders in accordance with Section. 152 of the Act. The Company shall have the power to keep
in any State or Country outside India a Branch Register of Debenture-holders, resident in that
State or Country.
The shareholders in their Extra-Ordinary General Meeting held on December 29, 2006 have
pursuant to the provisions of section 293 (1)(d) of the Companies Act, 1956, authorized the
Company to borrow money from time to time up to a limit not exceeding in the aggregate of Rs.
50 crores notwithstanding that money to be borrowed, together with the money already
borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in
the ordinary course of business), will exceed the aggregate of the paid-up capital of the
Company and its free reserves.
TERMS OF APPOINTMENT & COMPENSATION OF MANAGING DIRECTOR AND WHOLE-
TIME DIRECTORS
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i. Mr. Ajay Kumar Swarup, Managing Director
Mr. Ajay Kumar Swarup was appointed as Managing Director w.e.f December 1, 2006 in the
Extra-Ordinary General Meeting of the Shareholders held on December 29, 2006, for a
period of 5 years with the liberty by either party to terminate the appointment on one
month’s notice. The terms of his appointment were later revised by the Board of Directors in
their meeting held on April 2, 2007 and again on May 3, 2007 which was approved by the
shareholders at the Extra-ordinary General Meeting held on June 2, 2007.
The terms of his appointment are as follows:
a. Basic Salary: Rs. 1,40,000/- per month with suitable increases as determined by the
Board.
b. Special Allowance: Rs. 34,000/- per month with suitable increases as determined by the
Board.
c. House Rent Allowance: Rs. 35,000/- per month with suitable increases as determined
by the Board.
A part from the above monthly remuneration Sh. Ajay K. Swarup will be entitled for 1%
of net profit as commission.
d. Perquisites:
In addition to the above Mr. Ajay Kumar Swarup will be entitled to the following
perquisites restricted to an amount to be decided by the Board of Directors. Unless the
context otherwise requires, the perquisites are classified as follows:
i. Medical Reimbursement:
Expenses incurred for self and his family subject to a ceiling of one month salary in a
year or three months salary in a period of three years.
ii. Leave Travel Concession:
For self and family once in a year in accordance with the rules of the Company.
iii. Club Fee:
Fees of clubs, subject to a maximum of three clubs provided that no life membership
or admission fee will be allowed.
iv. Gratuity not exceeding half month’s salary for each completed year of service
subject to a ceiling of Rs 10 lakhs.
v. Provision of car with driver for use of company’s business and telephone at
residence, but personal long distance calls on telephone and use of car for private
purpose shall be billed by the Company to the Managing Director.
x. Earned /Privilege Leave:
One month’s leave with full pay and allowances for every 11 months of service
subject to the condition that leave accumulated but not availed of will not be allowed
to be encashed.
The appointment may be terminated by either party giving the other party one month
notice or the company paying one month’s salary in lieu thereof.
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