RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits
RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits
1. To scrutinize the Share transfer application forms receive by the company and if found in order in all respects to register transfers of shares in the Register of member of the company; 2. To scrutinize the various documents received by the company, namely Death certificates, Marriage certificates, succession certificates, letter of indemnity in favour of the company, Probate of wills of the shareholders and if found in order to register transmission of shares in the Register of members of the company; 3. To register the various documents as mentioned above in the register of Documents maintained by the company; 4. To approve the issued of split share certificates and new share certificates in place of defaced, torn, damaged and soiled share certificates on receipt of proper application and other required papers and documents from the shareholders; 5. To sign the share certificates and to affix the company’s Common seal on them in accordance with the provisions of the Companies Act, the Companies (Issue of share) Certificates Rules, 1960 and those of the Articles of Association of the company, and 6. To take all other consequential and incidental action and measure. iv. Investor Grievance Redressal Committee The Investor Grievance Redressal 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, member of the Committee are Whole-time Directors. The terms of reference of the Investor Grievance Redressal Committee are as under: 1. To look in to redressal of shareholder and investor complaints. 2. To Receive complaints from the shareholders regarding Non receipt of Balance Sheet, Non receipt of declared Dividend, Non inspection of the Statutory Records. Non–receipt of the copy of records as required by the act to be given to shareholders. 3. To reply the investor and shareholders for their queries. 4. To inform the shareholders regarding provisions of various act and the redressal agency for their grievance. 5. To take all other consequential and incidental action and measure. The Company Secretary of the Company, Mr.Santosh Kumar Pattanayak is the Compliance Officer. There were no unresolved complaints/transfers pending. v. IPO Committee The IPO Committee was constituted on 15th March 2007. The IPO Committee constitutes the following Directors of the Board: 1. Mr. Ajay Kumar Swarup, Chairman 2. Mr. Manik Lal Dutta, Member 3. Mr. Deepak Roy, Member 4. Mr. Santosh Kumar Bishwal, Member The Chairman of the Committee, Mr. Ajay Kumar Swarup is Managing Director. Mr. Manik Lal Dutta is an Executive Director. Mr. Santosh Kumar Bishwal is a Non-Executive and Independent Director and Mr. Deepak Roy, Member is a Non Executive Director of the Company. 135
The terms of reference of the IPO Committee are as under: 1. To take decisions relating to any matter arising pre or post in respect of Initial public offer to the public and to deal with SEBI, Stock exchange, all intermediaries and to do all such acts and things as deemed necessary for the purpose. The IPO Committee has met once (1) during the last fiscal year 2008-2009. vi. Selection Committee The Selection Committee was constituted on March 15th, 2007. The Selection Committee constitutes the following Directors of the Board: 1. Mr. Manik Lal Dutta, Chairman 2. Mr. Rajesh Kumar Malik, Member 3. Mr. Rameshwar Dayal Aggarwal, Member The Chairman of the Committee, Mr. Manik Lal Dutta is an Executive Director. Mr. Rajesh Kumar Malik and Mr. Rameshwar Dayal Aggarwal, members are Whole-time Directors. The terms of reference of the Selection Committee are as under: 1. To recruit & appoint executives of the company. 2. To decide the term of appointment of executives of the company. 3. To decide the remuneration payable to the executives of the company in consultation with remuneration committee and Management. 4. To comply with the Director (relative holding of office or place of profit) Rules 2003. 5. To take all other consequential and incidental action and measure. Shareholding of the Directors The shareholding of the Directors on the date of filing the Red Herring Prospectus is as follows: Sl. No. Name of the Director No. of Shares %Age of the Paid-up Share Capital 1. Mr. Deepak Roy 2,25,000 1.84 2. Mr. Gautam Premnath Khandelwal 33 0.0003 For details regarding Equity Shares held by the Promoters and their families and entities controlled by them, please refer “Capital Structure of the Company” at page no. 22 of this Red Herring Prospectus. Interest of the Directors All the non-Executive Directors of Globus Spirits Ltd. may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or Committee thereof as well as to the extent of other remuneration and/or reimbursement of expenses payable to them as per the applicable laws, and the Articles of Association. The Directors may also be regarded as interested in the Equity Shares and dividend payable thereon, if any, held by or that may be subscribed by and allotted/transferred to them or the companies, firms and trust, in which they are interested as Directors, Members, partners and or trustees. All Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by Globus Spirits Ltd with any Company in which they hold Directorships or any partnership firm in which they are partners as may be declared in their respective declarations. The Managing Director, Executive Director and Whole Time Directors of Globus Spirits Ltd. Are interested to the extent of remuneration paid to them for services rendered as officers or employees of the Company (For more details, please refer “Related Party Disclosures” as mentioned in the Auditors’ Report given in this Red Herring Prospectus at page no. 155. 136
- Page 111 and 112: converts the slurry into a hydrated
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- Page 136 and 137: Date of Agreement: 25.3.1995 vide D
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- Page 152 and 153: DIN: 00769308 01.08.2009) Term: 3 y
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- Page 168 and 169: 141
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- Page 172 and 173: PROMOTERS Mr. Ajay Kumar Swarup and
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- Page 188 and 189: ENA BL 44.93 1477.37 14.06 1080.81
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1. To scrutinize the Share transfer application forms receive by the company and if found<br />
in order in all respects to register transfers of shares in the Register of member of the<br />
company;<br />
2. To scrutinize the various documents received by the company, namely Death<br />
certificates, Marriage certificates, succession certificates, letter of indemnity in favour<br />
of the company, Probate of wills of the shareholders and if found in order to register<br />
transmission of shares in the Register of members of the company;<br />
3. To register the various documents as mentioned above in the register of Documents<br />
maintained by the company;<br />
4. To approve the issued of split share certificates and new share certificates in place of<br />
defaced, torn, damaged and soiled share certificates on receipt of proper application<br />
and other required papers and documents from the shareholders;<br />
5. To sign the share certificates and to affix the company’s Common seal on them in<br />
accordance with the provisions of the Companies Act, the Companies (Issue of share)<br />
Certificates Rules, 1960 and those of the Articles of Association of the company, and<br />
6. To take all other consequential and incidental action and measure.<br />
iv.<br />
Investor Grievance Redressal Committee<br />
The Investor Grievance Redressal Committee was constituted on March 15, 2007. The<br />
Share Transfer 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, member of the Committee are Whole-time<br />
Directors.<br />
The terms of reference of the Investor Grievance Redressal Committee are as under:<br />
1. To look in to redressal of shareholder and investor complaints.<br />
2. To Receive complaints from the shareholders regarding Non receipt of Balance Sheet,<br />
Non receipt of declared Dividend, Non inspection of the Statutory Records. Non–receipt<br />
of the copy of records as required by the act to be given to shareholders.<br />
3. To reply the investor and shareholders for their queries.<br />
4. To inform the shareholders regarding provisions of various act and the redressal<br />
agency for their grievance.<br />
5. To take all other consequential and incidental action and measure.<br />
The Company Secretary of the Company, Mr.Santosh Kumar Pattanayak is the Compliance<br />
Officer.<br />
There were no unresolved complaints/transfers pending.<br />
v. IPO Committee<br />
The IPO Committee was constituted on 15th March 2007. The IPO Committee constitutes<br />
the following Directors of the Board:<br />
1. Mr. Ajay Kumar Swarup, Chairman<br />
2. Mr. Manik Lal Dutta, Member<br />
3. Mr. Deepak Roy, Member<br />
4. Mr. Santosh Kumar Bishwal, Member<br />
The Chairman of the Committee, Mr. Ajay Kumar Swarup is Managing Director. Mr. Manik<br />
Lal Dutta is an Executive Director. Mr. Santosh Kumar Bishwal is a Non-Executive and<br />
Independent Director and Mr. Deepak Roy, Member is a Non Executive Director of the<br />
Company.<br />
135