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

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

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any specified locality in India, or elsewhere in such manner as they think f it;<br />

and the provisions contained in the four next following sub-clauses shall be<br />

without prejudice to the general powers conferred by this sub-clause.<br />

(18) To comply with the requirements of any local law which in their opinion it shall,<br />

in the interest of the Company be necessary of expedient of comply with;<br />

(19) From time to time and at any time to establish any Local Board for managing<br />

any of the affairs of the Company in any specified locality in India or elsewhere<br />

and to appoint any persons to the members of such Local Boards and to fix their<br />

remuneration;<br />

(20) Subject to Section 292 & 293 of the Act from time to time and at any time,<br />

delegate to any person so appointed any of the powers, authorities and<br />

discretion for the time being vested in the Board, other than their power to<br />

make calls or to make loans or borrow or moneys, and to authorize the Members<br />

for the time being of any such Local Board, or any of them to fill up any<br />

vacancies therein and to act notwithstanding vacancies, and any such<br />

appointment or delegation may be made on such terms and subject to such<br />

conditions as the Board may think fit, and the Board may at any time remove<br />

any person so appointed, and may annul or vary any such delegation.<br />

(21) At any time and from time to time by Power of Attorney under the Seal of the<br />

Company, to appoint any person or persons to be the Attorney or Attorneys of<br />

the Company, for such purposes and with such powers, authorities and<br />

discretion (not exceeding those vested in or exercisable by the Board under<br />

these presents and excluding the powers to make calls and excluding also,<br />

except in their limits authorised by the Board, the power to make loans and<br />

borrow moneys) And for such period and subject to such conditions as the Board<br />

may from time to time think fit; and any such appointment my (if the Board<br />

thinks fit) be made in favour of the members or any of the Members of any Local<br />

Board, established as aforesaid or in favour of any company, or the share<br />

holders, directors, nominees or managers of any company or firm or otherwise<br />

in favour of any fluctuating body of persons whether nominated directly by the<br />

Board and any such Power of Attorney may contain such powers for the<br />

protection or convenience of persons dealing with such attorneys as the Board<br />

may think fit and may contain powers enabling any such delegates or attorneys<br />

as aforesaid to sub-delegate all or any of the powers, authorities and discretions<br />

for the time being vested in them;<br />

(22) Subject to Sections 294, 294A, 297 and 300 of the Act, for or in relation to any of the<br />

matters aforesaid or otherwise for the purposes of the Company to enter into all such contracts,<br />

and to execute and do all such, acts, deeds and things in the name and on behalf of the<br />

Company as they may consider expedient;<br />

(23) Subject to the provisions of Companies Act, 1956, the Board may pay such remuneration<br />

to Chairman/Vice Chairman of the Board upon such conditions as they may think fit.<br />

THE SECRETARY<br />

156. The Directors may from time to time appoint, and at their discretion, remove the<br />

Secretary provided that where the Board comprises only three Directors, neither of<br />

them shall be the Secretary. The Secretary appointed by the directors pursuant to this<br />

Article shall be a whole-time Secretary. The Directors may also at any time appoint<br />

some person, who need not be Secretary, to keep the registers required to be kept by<br />

the Company.<br />

THE SEAL<br />

157. (a) The Board shall provide a Common Seal for the purposes of the Company, and<br />

shall have power from time to time to destroy the same and substitute a new<br />

Seal in lieu thereof and the Seal shall never be used except by the authority of<br />

the Board or a Committee of the Board previously given.<br />

308

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