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

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proportionate basis, subject to valid bids being received from them at or above the Issue Price. 23. Under-subscription, if any, in the QIBs, Non-institutional and Retail Individual Portion would be met with the spill over from any other category at the sole discretion of the Company in consultation with the BRLMs. However if the aggregate demand by mutual funds is less than 5% of the QIB portion, the balance equity shares available for allocation in the mutual fund portion will be first added to the QIB portion and be allotted proportionately to the QIB bidders. 24. Investors may note that in case of over-subscription, allotment will be on proportionate basis as detailed in para on “Basis of Allotment” beginning on page no. 257 of this Red Herring Prospectus. 25. The Company shall not make any further issue of capital whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from the submission of this Red Herring Prospectus with SEBI until the Equity Shares to be issued pursuant to the Issue have been listed. 26. The Company at present does not intend or propose to alter the capital structure for a period of six months from the date of filing of this Red Herring Prospectus, by way of split or consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares) whether preferential or otherwise except that if we enter into acquisitions or joint ventures, we may, subject to necessary approvals, consider raising additional capital to fund such activity or use Equity Shares as currency for acquisition or participation in such joint ventures. 27. On the date of filing the Red Herring Prospectus with SEBI, there are no outstanding warrants, options or rights to convert debentures, loans or other instruments into Equity Shares, which would entitle the existing Promoters or shareholders, or any other person any option to receive Equity Shares after the Offer. 28. The Company has not issued any Bonus Shares or shares out of revaluation reserves or reserves without accrual of cash resources except as stated as follows: a. On 2.11.1995, the Company has issued 41,93,724 Equity Shares of Rs. 10 each fully paid-up as bonus shares in the proportion of 12 Equity Shares for every 10 Equity Shares held by capitalization of Share Premium Account to the full extent and the balance from General Reserves. b. On 8.6.2007, the Company has issued 39,19,247 Equity Shares of Rs. 10 each fully paid-up as bonus shares in the proportion of 1 Equity Share for every 2 Equity Shares held by capitalization of profit and loss account. 29. The Company has not issued any Equity shares for consideration other than cash. 30. The Company has not offered any Employees Stock Option Scheme or Employees Stock Purchase Scheme for its employees. The Company does not intend to allot any Equity Shares to its employees under ESOP/ESPS scheme from the proposed Issue. As and when, options are granted to the employees under the ESOP scheme, the Company shall comply with the SEBI (Employee Stock Option Scheme and Employees Stock Purchase Plan) Guidelines 1999. 31. There will be only one denomination of the Equity Shares of Globus Spirits Limited, unless otherwise permitted by law. The Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time. 32. The Company has a total of 13 Equity shareholders as on date. 31
OBJECTS OF THE ISSUE The Company proposes to modernize and expand its production facilities at Behror, Rajasthan and Samalkha, Haryana; develop and acquire IMFL brands; revamp its storage and bottling capacity and towards this is raising funds through a mix of debt and equity. The Objects of the Issue are as stated herein below: i. Installation of a Multi-Pressure Distillation Plant to produce quality Extra Neutral Alcohol (ENA) of 35,000 Litres per day from both Molasses and Grain at Behror Unit in Rajasthan. ii. Installation of a Multi-Pressure Distillation Plant to produce quality Extra Neutral Alcohol (ENA) of 35,000 Litres per day from Grain at Samalkha Unit in Haryana. iii. Capacity expansion of Total Spirit-based Starch Liquefaction section from 60 KLPD to 75 KLPD, with modernization at Behror Unit, Rajasthan. iv. Installation of a High-Pressure Boiler and Back–Pressure Turbine, which would use Biogas and Biomass as fuel; and implementation of Green House Gas Abatement project at both units. v. Brand development for marketing IMFL brands in 10 more States/Union Territories. vi. Acquisition of Canteen Stores Department (CSD) registered IMFL Brands. vii. Revamping of existing storage/bottling capacity at Samalkha Unit, Haryana and modernization of Bottling Section at Behror Unit, Rajasthan. viii. ix. To meet the expenses of this Issue. To list the equity shares of Globus Spirits Ltd on the Bombay Stock Exchange Limited (BSE), the Designated Stock Exchange; and National Stock Exchange of India Limited (NSE), which will enhance the Company’s brand name and provide liquidity to its shareholders. The main Objects Clause, and objects incidental or ancillary to the main objects clause, of the Company’s Memorandum of Association permits the Company to undertake existing activities and activities for which the funds are being raised by the Company, through the present issue. COST OF THE PROJECT AND MEANS OF FINANCING The Company’s proposed expansion cum modernization project at its existing manufacturing facilities at Behror, Rajasthan and Samalkha, Haryana, and related plans are estimated to cost Rs. 8927.50 lakhs. The various components of the cost of the Project as per the Financial Appraisal Report ref no. IFB/RM-II/2008-09/130 dated September 5, 2008 of State Bank of India, Industrial Finance Branch, Jawahar Vyapar Bhawan, 14 th Floor, 1, Tolstoy Marg, New Delhi – 110 001 is as under: COST OF PROJECT (As per Appraisal of SBI): Sl. P A R T I C U L A R S No. 1. Multi-Pressure Distillation Plant to produce quality Extra Neutral Alcohol (ENA) of 35,000 Litres per day from both Molasses and Grain at Behror Unit. 2. Multi-Pressure Distillation Plant, including Slurry mixing and Liquefaction, saccharification cum-Fermentation along with auxiliaries etc., to produce quality Extra Neutral Alcohol (ENA) of 35,000 Litres per day from Grain at Samalkha Unit. 3. a. Total Spirit based Starch Liquefaction section of 15 KLPD capacity at Behror Unit i.e., capacity expansion from 60 KLPD to 75 KLPD. b. Fermentation Modification Work in existing Grain based Distillery at Behror Unit. 4. a. Powerpac Travelling Grate Furnace Boilers at Behror & Samalkha b. 2000 KW / 415V Bleed-cum-Back Pressure Turbine at Behror & Samalkha Rs. in lakhs Amount 676 2665 333 66 918 450 32
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RED HERRING PROSPECTUS Please read
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TABLE OF CONTENTS SECTION TITLE PAG
Page 5 and 6:
Chatrath & Co., Chartered Accountan
Page 7 and 8: Margin Amount Memorandum of Associa
Page 9 and 10: Company/Industry Related Terms/Tech
Page 11 and 12: NRE Account Non Resident External A
Page 13 and 14: • Company’s ability to successf
Page 15 and 16: The Company constantly endeavours t
Page 17 and 18: The Company has reported a net nega
Page 19 and 20: the Excise and liquor sourcing poli
Page 21 and 22: Writ Petitions related to notificat
Page 23 and 24: Northern India Alcohol Sales Pvt. L
Page 25 and 26: 8. Dependence on agri products Mana
Page 27 and 28: l. In addition to the BRLMs, the Co
Page 29 and 30: enforced prohibition in 1996, but h
Page 31 and 32: THE ISSUE Equity Shares offered: Fr
Page 33 and 34: Particulars As on 31.03.2005 31.03.
Page 35 and 36: Particulars For the Year/Period End
Page 37 and 38: BOARD OF DIRECTORS Name of the Dire
Page 39 and 40: Jawahar Vyapar Bhawan, 14th Floor 1
Page 41 and 42: STATEMENT OF INTER SE ALLOCATION OF
Page 43 and 44: The grading is however, constrained
Page 45 and 46: Industry Outlook & Prospects The do
Page 47 and 48: on a proportionate basis. For furth
Page 49 and 50: CAPITAL STRUCTURE OF THE COMPANY Sh
Page 51 and 52: others # 17.4.1995 $ 2,11,640 10 47
Page 53 and 54: 1.11.1994 Acquisition 18,75,000 10
Page 55 and 56: Category Code Category of Sharehold
Page 57: 8. Mr. Ashok Kumar 33 0.0003 9. Mr.
Page 61 and 62: In case of variations in the actual
Page 63 and 64: 1. Plant and Machinery for 35 KLPD
Page 65 and 66: Taxes & Duties 127.00 Total 918.00
Page 67 and 68: Franchise Fees - - - 4.00 Bond Fees
Page 69 and 70: Mass Media options: • Hoardings 3
Page 71 and 72: Alcobrew has vide its letter dated
Page 73 and 74: K GENERAL CORPORATE PURPOSES: The l
Page 75 and 76: FUNDS DEPLOYED As per the certifica
Page 77 and 78: Terms of Payment Margin Amount empl
Page 79 and 80: BASIS FOR ISSUE PRICE The Issue Pri
Page 81 and 82: Note: The average return on net wor
Page 83 and 84: STATEMENT OF TAX BENEFITS TAX BENEF
Page 85 and 86: According to section 10(38) of the
Page 87 and 88: As per the provisions of Section 11
Page 89 and 90: Tax. However, the aforesaid income
Page 91 and 92: SECTION IV: ABOUT THE ISSUER COMPAN
Page 93 and 94: In India alcohol is largely produce
Page 95 and 96: Government Policy & Regulations The
Page 97 and 98: • Scotch rose by 7.0%. Scotch bra
Page 99 and 100: substantial market share to India s
Page 101 and 102: As the Company is increasing its In
Page 103 and 104: Higher level of instrumentation has
Page 105 and 106: II. ORDERS ALREADY PLACED: Sl. No 1
Page 107 and 108: 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
Page 264 and 265:
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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Documents for Inspection i) Memoran
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DECLARATION All the relevant provis
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RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits

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