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

(iv)
(v)
a resolution whether special or ordinary, is required for the appointment
or reappointment by virtue of any provisions of the Act; or
the provision to sub-section (2) of Section 263 of the Act is applicable to
the case.
134. Subject to Section 259 of the Act, the Company may, by Ordinary Company may
Resolution, from time to time, increase or reduce the number of directors, Increase or reduce
the and may after their qualifications the Company (subject to the provisions number of Section
284 of the Act) remove any Director before the expiration of his directors period of office and
appoint another qualified person in his seat. The person so appointed shall hold Office during
such time as the director in whose place he is appointed would have held the same if he had not
been removed.
135. (1) No person not being a retiring Director, shall be eligible for appointment to the
office of director at any General Meeting unless he or some member intending to
propose him has, not less than fourteen days before the meeting, left at the
office of the Company a notice in writing under his hand signifying his
candidature for the office of Director or the intention of such member to propose
him as a candidate for that office.
(2) Every person (other than a director retiring by rotation or otherwise or a person
who has left at the office of the Company a notice under Section 257 of the Act
signifying his candidature for the office of a Director) proposed as a candidate
for the office of a Director, shall sign and file with the Company, the consent in
writing to act as a Director, if appointed.
(3) A person other than a Director reappointed after retirement by rotation of
immediately on the expiry of his term of office, or an Additional or Alternate
Director, or a person filling a casual vacancy in the office of a Director under
Section 262 of the Act, appointed as a Director or reappointed as an Additional
or Alternate Director, immediately on the expiry of his term of office, shall not
act as a Director of the Company unless he has within thirty days of his
appointment signed and filed with the Registrar his consent in writing to act as
such Director.
136. (a) The Company shall keep at its office a Register containing the particulars of its
Directors, Managers, Secretaries and other persons mentioned in Section 303 of
the Act and shall otherwise comply with the provisions of the said Section in all
respects.
(b)
The Company shall in respect of each of its Directors also keep at its office a
Register, as required by Section 307 of the Act, and shall otherwise duly comply
with the provisions of the said Section in all respects.
137. (a) Every Director (including a person deemed to be a Director by Virtue of the
Explanation to sub-section (1) of Section 303 of the Act) Managing Director,
Manager, or Secretary of the Company, shall within twenty days of his
appointment to any of the above offices in any other body corporate, disclose to
the Company the particulars relating to his office in the other body which are
required to be specified under sub-section (1) of Section 303 of the Act.
(b) Every Director and every person deemed to be a Director of the Company by
virtue of sub-section (10) of Section 307 of the Act, shall give notice to the
Company of such matters relating to himself as may be necessary for the
purpose of enabling the Company to comply with the provision of that section.
MANAGING DIRECTOR
138. Subject to the provisions of the Act and of these Articles, the Board shall have
power to appoint from time to time any of its member or members as Managing Director or
Managing Directors of the Company for fixed term not exceeding five years at a time and upon
such terms and conditions as the Board thinks fit and subject to the provisions- of Article 140,
302