RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits
RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits
CORPORATE GOVERNANCE CORPORATE GOVERNANCE & SUB-COMMITTEES The directions issued by the SEBI vide SEBI/CFD/DIL/CG/1/2004/12/10 dated October 29, 2004 under Clause 49 of the Listing Agreement in respect of Corporate Governance are applicable to the Company immediately upon seeking in-principle approval from the Stock Exchange(s) for listing of the Equity Shares on the various stock exchanges. The Company stands committed to good Corporate Governance practices. The corporate governance philosophy is dedicated to the attainment of the highest levels of accountability and transparency in dealings with its stakeholders. The corporate governance policies lay emphasis on communication (both internal and external) and reporting. These vital initiatives extend beyond mandatory corporate governance requirements and are in accordance with the Company’s aim of establishing voluntary best practices for good corporate governance practices. The Company complies with the norms for composition of the Board of Directors and has already set up an Audit Committee, Remuneration Committee, Share Transfer Committee and Investor Grievance Redressal Committee. The Company’s Board has eight Directors of which three are independent directors viz. Mr. Gautam Premnath Khandelwal, , Mr. Joginder Singh Dhamija and Mr. Santosh Kumar Bishwal. Mr. Deepak Roy is a Non Executive Director of the Company. As the Chairman of the Company is a Non-Executive Director, a minimum of one-third of the Board of Directors must comprise Independent Directors. The Issuer Company has already formed the following Committees: The Board of Directors, as on date, comprises a total of eight (8) Directors which includes one (1) Managing Director, three (3) Whole-Time Directors, three (3) Independent Directors and One (1) Non Executive Director. Committees of the Board i. Audit Committee The audit committee was first constituted on 30.12.2000 The Audit Committee was reconstituted on 15th March, 2007 and on August 1, 2009.pursuant to the provisions of the Section 292A of the Companies Act, 1956 with the following members: i. Mr. Santosh Kumar Bishwal, Chairman ii. Mr. Joginder Singh Dhamija, Member iii. Mr. Deepak Roy, Member The Chairman of the Committee, Mr. Santosh Kumar Bishwal, the member of the Committee, Mr. Joginder Singh Dhamija, is a Non-Executive and Independent Director and Mr. Deepak Roy, Member is a Non Executive Director of the Company. The terms of reference of the Audit Committee are as under: 1. To Review with the management, the quarterly, half yearly and annual financial statements before submission to the board for approval. 2. To review with the management, performance of the Statutory and Internal auditors, adequacy of internal control system. 3. To review the adequacy of internal audit function and the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. 4. To discuss with Internal Auditors any significant findings and follow up thereon. 5. To discuss with statutory auditor before the audit commences about the nature and scope of audit as well as post audit discussion to ascertain any area of concern. 6. To Review with the management the annual financial statements before submission to the board for approval with reference to: • Matter required to be included in the Director Responsibility statement to be included in Board report in terms of clause (2AA) of section 217 of the Companies Act, 1956. • Changes if any, in accounting policies and practices and reason for the same. 133
• Major accounting entries involving estimates based on exercise of judgment by management. • Compliance with the listing and other legal requirement relating to financial statement. • Disclosure of any related party transaction. • Qualification in the draft audit report. 7. To carry such other function as is mentioned in the terms of reference of Audit Committee. The Audit Committee has met twice (2) times during the last fiscal year 2008-2009 and twice (2) time till date in the current fiscal year 2009-10. ii. Remuneration Committee: The Remuneration Committee was first constituted on 25th July, 2006 and was reconstituted on 15th March, 2007, with the following Directors of the Board: 1. Mr. Joginder Singh Dhamija, Chairman 2. Mr. Santosh Kumar Bishwal, Member 3. Mr. Deepak Roy, Member 4. Mr. Gautam Premnath Khandelwal, Member The Chairman of the Committee, Mr. Joginder Singh Dhamija and the members of the Committee,, Mr. Santosh Kumar Bishwal, and Mr. Gautam Premnath Khandelwal are Non- Executive and Independent Directors. Mr. Deepak Roy, Member is a Non Executive Director of the Company. The terms of reference of the Remuneration Committee are as under: 1. To fix the Salary & Perquisites of Executives of the company. 2. To consider and grant annual and special increments to the executives of the company and to confirm the adhoc special increments granted to staff and executives of the company. 3. To consider the profits of the company and to decide about the adequacy of profits of the company. 4. To consider the adequacy of profits of the company and to consider remuneration payable to the Managerial persons as per requirement of the companies Act and Schedule XIII of the companies Act. 5. To approve the remuneration payable to the managerial personnel of the company in case of inadequacy of the profits. 6. To take all other consequential and incidental action and measure. The Remuneration Committee has met once (1) times during the last fiscal year 2008-09 and once (1) time till date in the current fiscal year 2009-10. iii. Share Transfer Committee The Share Transfer Committee was constituted on March 15, 2007. The Share Transfer Committee constitutes the following Directors of the Board: 1. Mr. Santosh Kumar Bishwal, Chairman 2. Mr. Joginder Singh Dhamija, Member 3. Mr. Rameshwar Dayal Aggarwal, Member 4. Mr. Rajesh Kumar Malik, Member The Chairman of the Committee, Mr. Santosh Kumar Bishwal, Mr. Joginder Singh Dhamija, member of the Committee are Non-Executive and Independent Directors. Mr. Rameshwar Dayal Aggarwal and Mr. Rajesh Kumar Malik, members of the Committee are Whole-time Directors. The terms of reference of the Share Transfer Committee are as under: 134
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- 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
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- Page 148 and 149: BRIEF HISTORY AND OTHER CORPORATE M
- Page 150 and 151: 22.08.1995 • Change in Authorised
- Page 152 and 153: DIN: 00769308 01.08.2009) Term: 3 y
- Page 154 and 155: Limited in 1983 and later promoted
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- Page 162 and 163: 1. To scrutinize the Share transfer
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- Page 166 and 167: Chart 1: BEHROR UNIT, RAJASTHAN 139
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- 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
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- 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
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• Major accounting entries involving estimates based on exercise of judgment by<br />
management.<br />
• Compliance with the listing and other legal requirement relating to financial<br />
statement.<br />
• Disclosure of any related party transaction.<br />
• Qualification in the draft audit report.<br />
7. To carry such other function as is mentioned in the terms of reference of Audit<br />
Committee.<br />
The Audit Committee has met twice (2) times during the last fiscal year 2008-2009 and<br />
twice (2) time till date in the current fiscal year 2009-10.<br />
ii.<br />
Remuneration Committee:<br />
The Remuneration Committee was first constituted on 25th July, 2006 and was<br />
reconstituted on 15th March, 2007, with the following Directors of the Board:<br />
1. Mr. Joginder Singh Dhamija, Chairman<br />
2. Mr. Santosh Kumar Bishwal, Member<br />
3. Mr. Deepak Roy, Member<br />
4. Mr. Gautam Premnath Khandelwal, Member<br />
The Chairman of the Committee, Mr. Joginder Singh Dhamija and the members of the<br />
Committee,, Mr. Santosh Kumar Bishwal, and Mr. Gautam Premnath Khandelwal are Non-<br />
Executive and Independent Directors. Mr. Deepak Roy, Member is a Non Executive<br />
Director of the Company.<br />
The terms of reference of the Remuneration Committee are as under:<br />
1. To fix the Salary & Perquisites of Executives of the company.<br />
2. To consider and grant annual and special increments to the executives of the company<br />
and to confirm the adhoc special increments granted to staff and executives of the<br />
company.<br />
3. To consider the profits of the company and to decide about the adequacy of profits of<br />
the company.<br />
4. To consider the adequacy of profits of the company and to consider remuneration<br />
payable to the Managerial persons as per requirement of the companies Act and<br />
Schedule XIII of the companies Act.<br />
5. To approve the remuneration payable to the managerial personnel of the company in<br />
case of inadequacy of the profits.<br />
6. To take all other consequential and incidental action and measure.<br />
The Remuneration Committee has met once (1) times during the last fiscal year 2008-09<br />
and once (1) time till date in the current fiscal year 2009-10.<br />
iii.<br />
Share Transfer Committee<br />
The Share Transfer Committee was constituted on March 15, 2007. The Share Transfer<br />
Committee constitutes the following Directors of the Board:<br />
1. Mr. Santosh Kumar Bishwal, Chairman<br />
2. Mr. Joginder Singh Dhamija, Member<br />
3. Mr. Rameshwar Dayal Aggarwal, Member<br />
4. Mr. Rajesh Kumar Malik, Member<br />
The Chairman of the Committee, Mr. Santosh Kumar Bishwal, Mr. Joginder Singh Dhamija,<br />
member of the Committee are Non-Executive and Independent Directors. Mr. Rameshwar<br />
Dayal Aggarwal and Mr. Rajesh Kumar Malik, members of the Committee are Whole-time<br />
Directors.<br />
The terms of reference of the Share Transfer Committee are as under:<br />
134
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