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

the Board may by resolution vest in such Managing Director or Managing Directors such of the
powers hereby vested In the Board generally as it thinks fit, and such powers may be made
exercisable for such period or periods and upon such conditions and subject to such restrictions
as it may determine. The remuneration of a Managing Director may be by way of monthly
payment, fee for each meeting or participation in profits, or by any or all these modes, or any
other mode not expressly prohibited by the Act.
139. The Managing Director or Managing Directors shall not exercise the powers to:
(a) make calls on shareholders in respect of money unpaid on the shares in the
Company;
(b) issue debentures and except to the extent mentioned in the resolution passed at
the Board meeting under Section 292 of the Act, shall also not exercise the powers
to
(c) borrow moneys, otherwise than on debentures;
(d) invest the funds of the Company, and
(e) make loans.
140. The Company shall not appoint or employ, or continue the appointment or
employment of a person as its Managing or whole-time Director who
(a) is an undischarged insolvent, or has at any time been adjudged as insolvent;
(b) suspends, or has at any time suspended payment to his creditors, or makes, or
has at any time made a composition with them; or
(c) is, or has, at any time been convicted by a Court of an offence involving moral
turpitude.
141. A Managing Director shall not while he continues to hold that office be subject
to the retirement by rotation, in accordance with Article 129. If he ceases to hold the
office of Director, he shall ipso facto and immediately cease to be a Managing Director.
PROCEEDINGS OF THE BOARD OF DIRECTORS
142. The Directors may meet together as a Board for the dispatch of business from
time to time, and shall so meet at least once in every three months and at least four
such meetings shall be held in every year. The Directors may adjourn and otherwise
regulate their meetings as they think fit.
143. Notice of every meeting of the Board shall be given in writing to every Director
for the time being in India, and at his usual address in India; to every other Director.
144. The Secretary shall, as and when directed by the Directors to do so convene a
meeting of the Board by giving a notice in writing to every other Director.
145. The Board shall appoint a Chairman of its meetings and determine the period for
which he is to hold office. It no Chairman is appointed, or if it any meeting of the
Board the Chairman is not present within five minutes after the time appointed, for
holding the same, the Directors present shall choose some one of their member to be
the chairman of such meeting.
146. The quorum for a meeting of the Board shall be determined from time to time in
accordance with the provisions of the Section 287 of the Act. If a quorum shall not be
present within fifteen minutes from the time appointed for holding a meeting of the
Board it shall be adjourned until such date and time as the Chairman of the Board shall
appoint.
303