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

the State in which the meetings of the Board are ordinarily held. An Alternate Director appointed
under this Article shall not hold office for a period longer than that permissible to the Original
director in whose place he has been appointed and shall vacate the office of the Original Director
when he returns to that State. If the terms of office of the Original Director are determined
before he so returns to that state, any provisions in the Act or in these Articles for the automatic
reappointment of any retiring Director in default of another appointment shall apply to the
Original Director and not to the Alternate Director.
115. Subject to the provisions of Sections 260 and 264 of the Act, the Board shall
have power at any time and from time to time to appoint any other qualified person to be an
Additional Director, but so that the total number of Directors shall not at any time exceed the
maximum 12 fixed under the Article 111. Any such Additional Director shall hold office only up to
the date of the next Annual General Meeting.
116. Until otherwise determined by the Company in General Meeting, a Director
shall not be required to hold any shares in the capital of the Company as his
qualification
117. Without prejudice to the restrictions imposed by Section 226 of the Act, a
Director who is required to hold qualification shares may act as a Director before acquiring such
shares but shall, if he is not already qualified, obtain his qualification, and every Director other
than a Director appointed by the Central or a State Government shall file with the Company a,
declaration specifying the qualification shares held by him within two months from his
appointment as a director.
118. Subject to the provisions of Section 262, 264 and 284(6) of the Act, the Board
shall have power at any time and from time to time to appoint any other qualified person to be a
Director to fill a casual vacancy. Any person so appointed shall hold office only up to the date to
which the Director in whose place he is appointed would have held office if it had not been
vacated by him.
119. (1) Subject to the provisions of the Act, a Managing Director, or Managing
Remuneration of Directors or Director who is/are in the whole-time employment
of the Directors Company may be paid remuneration either by way of a monthly
payment or at a specified percentage of the net profits of the Company or partly
by one way and partly by the other.
(2) Subject to the provisions of the Act, a Director who is neither in the whole-time
employment nor a Managing Director, may be paid remuneration either.
(i)
by way of monthly, quarterly or annual payment with the approval of the
Central Government, or
(ii) by way of commission if the Company by a special resolution authorised
such payment.
(3) The fees payable to a Director (including a Managing or whole-time Director, if
any), for attending a Meeting of the Board or Committee thereof may be in
accordance with and subject to the provisions of Section 309 of the Act or such
other sum as the Company in General Meeting may from time-to time determine.
120. The Board may allow any pay to any director who is not a bonafide resident
Reimbursement of the place where the meetings of the Board are ordinarily held and who of
expenses to Directors for shall come to such place for the purpose of attending any meeting,
such attending meeting sum as the Board may consider fair compensation for traveling,
boarding, of the Board lodging and other expenses, in addition to his fee for attending such
meeting as above specified; and if any Director be called upon to go or resided out of the
ordinary place of his residence on the Company's business, he shall be entitled to be repaid and
reimbursed any traveling or other expenses incurred in connection with business of the
Company.
121. The continuing Directors may act notwithstanding any vacancy in their body Directors
may but it, and so long as their number is reduced below the minimum number act
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