10.11.2013
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Documents for Inspection i) Memorandum and Articles of Association of Globus Spirits Limited as amended from time to time. ii) Certificate of Incorporation dated February 16, 1993. iii) Certificate of Commencement of Business dated March 19, 1993. iv) Fresh Certificate of Incorporation dated January 23, 2007 consequent upon change of name from Globus Agronics Limited to Globus Spirits Ltd. v) Resolution Passed by the Board of Directors at their meeting held on April 2, 2009 for the proposed Public Issue. vi) Special Resolution passed by the shareholders of the Company at the EGM held on May 29, 2009, pursuant to Section 81 (1A) of the Companies Act, 1956. vii) Copies of Audited Financial Results of Globus Spirits Limited for the years ended 31 st March, 2005, 2006, 2007, 2008, 2009 and period ended June 30, 2009. viii) Auditor’s Report on the Restated financial statements of the Company in terms of Schedule II part II of the Companies Act, 1956 dated August 1, 2009 and included in the Red Herring Prospectus. ix) Sanction letters towards Term Loan and Working Capital facilities. x) Consents of the Directors, Company Secretary & Compliance Officer, Auditors, Book Running Lead Manager, Registrar to the Issue, Bankers to the Issue, Bankers to the Company, and Legal Advisor to the Issue, as referred to, to act in their respective capacities. xi) Tax Benefit Certificate dated August 1, 2009 from M/s B.M. Chatrath & Co., Chartered xii) Accountants, and Statutory Auditors of the Company. Copy of the Auditors Certificate dated August 12, 2009 from M/s B.M. Chatrath & Co. Chartered Accountants regarding the Sources and Deployment of Funds as on July 31, 2009 xiii) State Bank of India Financial Appraisal Report dated September 5, 2008. xiv) Copy of the Resolution passed at the Board Meeting held on December 1, 2006 appointing Mr. Ajay Kumar Swarup as Managing Director and, Mr. Rajesh Kumar Malik and Mr. Rameshwar Dayal Aggarwal as Whole Time Directors and; copy of the Resolution passed at the Board Meeting held on August 1, 2009 re-appointing Mr. Manik Lal Dutta as Whole Time Director. xv) Copies of the Resolutions passed at the EGM held on December 29, 2006 appointing Mr. Ajay Kumar Swarup as Managing Director and, Mr. Rajesh Kumar Malik and Mr. Rameshwar Dayal Aggarwal as Whole Time Directors and; copy of the Resolution passed at the AGM held on September 30, 2006 appointing Mr. Manik Lal Dutta as Whole Time Director. xvi) Copies of Orders placed, and Quotations obtained for equipments yet to be ordered. xvii) In-principle listing approvals received from BSE dated 13.01.2009 and from NSE dated 28.01.2009. xviii) General Power of Attorney dated September 17, 2008 executed by Directors in favour of Mr. Manik Lal Dutta or Mr. Santosh Pattanayak for signing and making necessary changes in the Red Herring Prospectus. xix) Legal Advisor’s Due-Diligence Certificate dated August 24, 2009. xx) xxi) Due Diligence Certificate dated August 14, 2009 to SEBI from Srei Capital Markets Ltd. Due Diligence Certificate dated August 14, 2009 to SEBI from Keynote Corporate Services Limited xxii) SEBI Observation Letter no. CFD/DIL/ISSUES/NB/DM/53920/2009 dated February 11, 2009. xxiii) Reply to SEBI’s observations vide letter dated August 16, 2009. xxiv) Resolution of the Members of the Company passed at the AGM held on September 30, 2008 appointing M/s B.M. Chatrath & Co., Chartered Accountants, as statutory auditors. xxv) xxvi) xxvii) Copies of forms along with relevant resolutions regarding increase in the Authorised Share Capital. Copy of the Board Resolution approving the Draft Red Herring Prospectus and the Red Herring Prospectus.. Agreement entered into on April 13, 2007 between the Company, Mr. Deepak Roy and Mr. Ajay Kumar Swarup. xxviii) IPO Grading letter dated August 10, 2009 along with rationale from Credit Analysis & Research Limited (CARE). 315
xxix) Rating letter dated August 10, 2009 of the long term bank facilities of Rs. 19.1 crore and long term/short term bank facilities of Rs. 2.0 crore. Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any time if so required in the interest of the Company or if required by the other parties, without reference to the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes. 316
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RED HERRING PROSPECTUS Please read
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TABLE OF CONTENTS SECTION TITLE PAG
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Chatrath & Co., Chartered Accountan
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Margin Amount Memorandum of Associa
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Company/Industry Related Terms/Tech
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NRE Account Non Resident External A
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• Company’s ability to successf
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The Company constantly endeavours t
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The Company has reported a net nega
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the Excise and liquor sourcing poli
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Writ Petitions related to notificat
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Northern India Alcohol Sales Pvt. L
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8. Dependence on agri products Mana
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l. In addition to the BRLMs, the Co
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enforced prohibition in 1996, but h
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THE ISSUE Equity Shares offered: Fr
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Particulars As on 31.03.2005 31.03.
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Particulars For the Year/Period End
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BOARD OF DIRECTORS Name of the Dire
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Jawahar Vyapar Bhawan, 14th Floor 1
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STATEMENT OF INTER SE ALLOCATION OF
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The grading is however, constrained
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Industry Outlook & Prospects The do
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on a proportionate basis. For furth
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CAPITAL STRUCTURE OF THE COMPANY Sh
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others # 17.4.1995 $ 2,11,640 10 47
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1.11.1994 Acquisition 18,75,000 10
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Category Code Category of Sharehold
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8. Mr. Ashok Kumar 33 0.0003 9. Mr.
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OBJECTS OF THE ISSUE The Company pr
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In case of variations in the actual
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1. Plant and Machinery for 35 KLPD
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Taxes & Duties 127.00 Total 918.00
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Franchise Fees - - - 4.00 Bond Fees
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Mass Media options: • Hoardings 3
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Alcobrew has vide its letter dated
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K GENERAL CORPORATE PURPOSES: The l
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FUNDS DEPLOYED As per the certifica
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Terms of Payment Margin Amount empl
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BASIS FOR ISSUE PRICE The Issue Pri
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Note: The average return on net wor
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STATEMENT OF TAX BENEFITS TAX BENEF
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According to section 10(38) of the
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As per the provisions of Section 11
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Tax. However, the aforesaid income
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SECTION IV: ABOUT THE ISSUER COMPAN
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In India alcohol is largely produce
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Government Policy & Regulations The
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• Scotch rose by 7.0%. Scotch bra
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substantial market share to India s
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As the Company is increasing its In
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Higher level of instrumentation has
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II. ORDERS ALREADY PLACED: Sl. No 1
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Engineering, Plot No. 65, Bhagwati
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2 nd Stage (Bio-composting) The was
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converts the slurry into a hydrated
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FLOW CHART OF FINISHING GOODS Recti
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The availability of grain particula
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Domestic - 10 KL Per Day TOTAL - 14
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Power Generation Present Requiremen
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The Spent Wash generated from disti
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• White Lace Duet Gin GR 8 Times
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Indian IMFL Industry has undergone
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Certificate dated 23 rd January 200
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6. Manufacturing Agreement Parties:
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its distinct identity in the Countr
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PROPERTY A. Properties owned by the
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Date of Agreement: 25.3.1995 vide D
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Date of Agreement: 12.1.1995 vide D
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27. M/s Globus Agronics Limited Dat
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Parties Sub-Lessor Associated Disti
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Class 33 (Thirty Three) Applicant G
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Sr. No Mark Registration Number Cla
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BRIEF HISTORY AND OTHER CORPORATE M
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22.08.1995 • Change in Authorised
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DIN: 00769308 01.08.2009) Term: 3 y
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Limited in 1983 and later promoted
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Industrial Engineer where he was re
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If at any time the director ceases
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CORPORATE GOVERNANCE CORPORATE GOVE
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1. To scrutinize the Share transfer
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Further, the Directors are also int
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Chart 1: BEHROR UNIT, RAJASTHAN 139
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141
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joined Radico Khaitan Limited in 19
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PROMOTERS Mr. Ajay Kumar Swarup and
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Sl. No. Name of Shareholder No. of
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Related Party Transactions For deta
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estatements and regroupings as cons
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ANNEXURE-II STATEMENT OF PROFIT & L
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At each balance sheet an assessment
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Particulars Key Management Personal
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Particulars Associates Key Manageme
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ENA BL 44.93 1477.37 14.06 1080.81
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AS ON PARTICULARS 31-Mar-05 31-Mar-
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guaranteed by Sh. Madhav K. Swarup
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ANNEXURE-XI STATEMENT OF CURRENT LI
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Note: ** Information pertaining to
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EXISTING BORROWING FACILITIES The C
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Prepayment Charges: 2% of the Prepa
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losses and deferred expenditure not
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There are no defaults in meeting an
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3. Networth means aggregate of valu
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SHAREHOLDING Sl. No. Name of Shareh
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horticulture and agriculture in all
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There are no defaults in meeting an
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Ajay Swarup) together hold 100% sha
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3. Networth means aggregate of valu
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MANAGEMENT’S DISCUSSION AND ANALY
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Interest & Finance Charge 40.29 53.
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Interest and Finance Expenses The i
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Similarly, for consumers like fuel
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(b). Recovery Suits 1. Globus Agron
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SB. Civil Writ Petition No. 3454 of
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ecovery of the amount of cess payab
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New-Delhi. which on account of any
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(Prevention & Control of Pollution)
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Whisky (Own Brand) and Country Liqu
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Transformer and 11 KV Line Validity
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Valid until cancelled. Government o
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4 - Distributable profits have been
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The filing of the Red Herring Prosp
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person consequent to or in connecti
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Others The total fees payable to th
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The auditors of the Company are app
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• Right to receive surplus on liq
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Application by Eligible NRIs/FIIs r
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Market Lot Share Who can apply ** E
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ISSUE PROCEDURE Principal Terms And
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one Bid in the ASBA Bid cum Applica
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exchange in India only in favour of
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Bidders are advised to ensure that
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2. In accordance with the SEBI guid
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The Bidders may note that the Escro
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) The book gets built up at various
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Filing of the Red Herring Prospectu
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c. Do not Bid on another Bid-cum-Ap
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The Company in its absolute discret
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In case of Bids made by Insurance C
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c) In case of Resident QIB Bidders:
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application received and a photo ma
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Herring Prospectus and as per the i
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have submitted Bids at or above the
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EQUITY SHARES IN DEMATERIALIZED FOR
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the disclosed manner and/ or demat
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The Company will provide adequate f
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Our Company, in consultation with t
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• The BRLMs shall ensure that ade
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eceived the ASBA in a physical or e
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ank account and not to the Bankers
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In case of ASBA Bids made pursuant
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SECTION IX MAIN PROVISIONS OF THE A
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CAPITAL AND INCREASE AND REDUCTION
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to accept the shares offered, the B
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in lieu thereof, to the satisfactio
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30. A call may be revoked or postpo
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46. The Board may, at anytime befor
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The Board may, at any time, give no
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10. The Register and Index of benef
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that in the case of an Annual Gener
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committee or other legal guardian;
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DIRECTORS (8) The book containing t
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notwithstanding fixed by the Articl
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(a) a director in such company, and
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the Board may by resolution vest in
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(a) (b) the names of the Directors
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mortgage may contain a power of sal
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(b) The Company shall also be at, l
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174. For the purpose of giving effe
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Register of Members, shall have bee
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DECLARATION All the relevant provis