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

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

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(a)<br />

a director in such company, and<br />

(b) the holder of not more than shares of such number or value<br />

therein as is requisite to qualify him for appointment as a<br />

Director thereof, he having been nominated as such Director by<br />

the Company<br />

or<br />

not more than 2% of its paid-up, share capital.<br />

(ii)<br />

in his being a member holding<br />

127. The Company shall keep a Register in accordance with Section 301(l) - and shall<br />

within the time specified in section 301 (2) enter therein such of the particulars as may be<br />

relevant having regard to the application thereto of Section 297 or Section 299 of the Act as the<br />

case may be. The Register aforesaid shall also specify, in relation to each Director of the<br />

Company & the names of the bodies corporate and firms of which notice has been given by him<br />

under Article 125. The Register shall be kept at the office of the company and shall be open to<br />

inspection at such office, and extracts may be taken there from and copies thereof in the same<br />

manner, and on payment of the same fee as in the case of the Register of Members of the<br />

Company and the provision of Section 163 of the Act shall apply accordingly.<br />

128. A Director may be or become a director of any company promoted by the<br />

Company or "in which it may be interested as a vendor, shareholder, or otherwise, and no such<br />

director shall be accountable for any benefits received as director or shareholder of such<br />

company except in so far as Section 209(6) or Section 314 of the Act may" be applicable.<br />

129. At every Annual General Meeting of the Company, one-third if such of the<br />

Directors for the time being as are liable to retire by rotation or if there, number is not three or a<br />

multiple of three, the number nearest to one-third shall retire from office.<br />

130. Subject to Section 256(2) of the Act, the Directors to retire by rotation under<br />

Article 129 at every Annual General Meeting shall be those who have been longest in<br />

the office since their last appointment, but, as between persons who became -directors<br />

on the same day, those who are to retire, shall, in default of, and subject to any<br />

agreement among themselves, be determined by lot.<br />

131. A retiring Director shall be eligible for re-election.<br />

132. Subject to Sections 258 and 259 of the Act, the Company at the General Meeting<br />

at which a Director retires in manner aforesaid may fill up the vacated off ice by electing a<br />

person thereto.<br />

133. (a) If the place of the retiring Director is not so filled up and the meeting Provisions<br />

for has not expressly, resolved not to fill the vacancy, the meeting shall default<br />

of appointment stand adjourned until the same day in the next week, at the<br />

same time and place.<br />

(b)<br />

If at the adjourned meeting also, the place of the retiring Director is not filled up<br />

and that meeting also has not expressly resolved not to fill the vacancy, the<br />

retiring Director shall be so deemed to have been reappointed at the adjourned<br />

meeting, unless:<br />

(i)<br />

(ii)<br />

(ii)<br />

at that meeting or at the previous meeting the resolution for the<br />

reappointment of such Director has been put to the meting and lost;<br />

the retiring Director has, by a notice in writing addressed to the<br />

Company or its Board expressed his unwillingness to be so reappointed;<br />

he is not qualified or is disqualified for appointment;<br />

301

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