Globus Spirits Limited — Proxy Solicitation & Information Statement 2020

Jan 9, 2020

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Globus Spirits Limited CIN: L74899DL1993PLC052177 Regd. Office: F-0, Ground Floor, The Mira Corporate Suites, Ishwar Nagar, Mathura Road, New Delhi-110065 Tel : 011-66424600, Fax:011-66424629, E-Mail:corporateoffice@globusgroup.in, Website:www.globusspirits.com

Postal Ballot Notce

(Pursuant to Section 110 of the Companies Act, 2013)

Notice is hereby given, pursuant to section 110 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, that the Company is seeking the Members’ Consent to pass the proposed Resolutions appended below by way of Postal Ballot.

The Board of Directors has appointed Shri Sundeep Kumar Parashar, FCS, Company Secretary in practice, New Delhi, to act as the Scrutinizer, for conducting the postal ballot process, in a fair and transparent manner.

The Members are requested to carefully read the instructions printed on the Postal Ballot Form and return the Form duly completed in all respects in the enclosed self-addressed postage pre-paid envelope, so as to reach the Scrutinizer on or before the close of working hours (5.00 p.m.) on 08[th] February 2020. Members may choose to vote using the e-voting facility, the details whereof are also specified under instructions for e-voting as contained under ‘Notes’.

Special Business:

1. To approve the Remuneration of Sh. Ajay Kumar Swarup, Managing Director of the company : To consider and if thought fit to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Section(s) 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule V of the Companies Act, 2013 (corresponding to Sections 269, 198, 309, 311 and any other applicable provisions of the Companies Act, 1956 read with Schedule XIII of the Companies Act, 1956) and subject to the approval of the Central Government and other statutory approvals, if required, and pursuant to the provisions of Article of Association of the company, the Board of Directors hereby approves the remuneration of Sh. Ajay Kumar Swarup (Managing Director), since 01[st] April 2019 and such remuneration and variation of the terms and conditions are approved and recommended by the Nomination and Remuneration Committee. His remuneration is as under:-

Basic Salary	Rs.5,83,333/-per month
HRA	Rs.2,91,667/-per month
CityCompensatoryAllowance	Rs.2,91,667/-per month
Variable Pay	Rs.2,91,667/-per month
Earned/Privilege Leave	Asper company’s rules and regulatons
Provisions for Increment	Such rate as determined bythe Board subject to maximum of 20%p.a.
Perquisites :In additon to the above Sh. Ajay Kumar Swarup will be enttled to the following perquisites restricted to an amount to be decided bythe Board of Directors. Unless the context otherwise requires theperquisites are classifed as follows:-
Retrement Benefts	Provident Fund/Gratuity/Superannuaton Fund shall be payable in accordance with the Rules and Regulatons of the company.
Medical Reimbursement	Entre expenditure incurred bySh. AjayKumar Swarupand his familyat actual.
Performance Incentve	Performance Incentve shall be payable in actual in accordance with the Rules and Regulatons andperformance of the company.
Fees / Subscripton for various Business Development Programme	Fees / subscripton to be paid in actual towards undergoing various Business Developments courses/ programme ofered byanyinsttuton/universitywhether in India or abroad.
Club Fees	Subscripton fees of two clubs and Reimbursement of expenses at actual as per the policy of the company.
Provision of Car	Car with Driver for use of company’s businesspurpose and forprivatepurpose.
Insurance	Premium as per the rules of the company covered under Group Term Life Insurance / Group Medical Policyand Personal Accident Insurance.
Telephone/Internet Expenses	Expenditure incurred on telephone calls and internet for business and private purpose shall be reimbursed at actual.

If at any time the Director ceases to be Director of the company for any cause whatsoever, he shall cease to be Managing Director of the Company.”

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2. To approve the Remuneration of Sh. Shekhar Swarup, Joint Managing Director of the company : To consider and if thought fit to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Section(s) 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule V of the Companies Act, 2013 (corresponding to Sections 269, 198, 309, 311 and any other applicable provisions of the Companies Act, 1956 read with Schedule XIII of the Companies Act, 1956) and subject to the approval of the Central Government and other statutory approvals, if required, and pursuant to the provisions of Article of Association of the company, the Board of Directors hereby approves the remuneration of Sh. Shekhar Swarup (Joint Managing Director), since 01[st] April 2019 and such remuneration and variation of the terms and conditions are approved and recommended by the Nomination and Remuneration Committee. His remuneration is as under:-

remuneraton is as under:-
Basic Salary	Rs.5,00,000/-per month
HRA	Rs.2,50,000/-per month
CityCompensatoryAllowance	Rs.1,90,000/-per month
Variable Pay	Rs.2,50,000/-per month
PF	Rs.60,000/-per month
Earned/Privilege Leave	Asper company’s rules and regulatons
Provisions for Increment	Such rate as determined bythe Board subject to maximum of 20%p.a.
Perquisites :In additon to the above Sh. Shekhar Swarup will be enttled to the following perquisites restricted to an amount to be decided bythe Board of Directors. Unless the context otherwise requires theperquisites are classifed as follows:-
Retrement Benefts	Provident Fund/Gratuity/Superannuaton Fund shall be payable in accordance with the Rules and Regulatons of the company.
Medical Reimbursement	Entre expenditure incurred bySh. Shekhar Swarupand his familyat actual.
Performance Incentve	Performance Incentve shall be payable in actual in accordance with the Rules and Regulatons andperformance of the company.
Fees / Subscripton for various Business Development Programme	Fees / subscripton to be paid in actual towards undergoing various Business Developments courses/ programme ofered byanyinsttuton/universitywhether in India or abroad.
Club Fees	Subscripton fees of two clubs and Reimbursement of expenses at actual as per the policy of the company.
Provision of Car	Car with Driver for use of company’s businesspurpose and forprivatepurpose.
Insurance	Premium as per the rules of the company covered under Group Term Life Insurance / GroupMedical Policyand Personal Accident Insurance.
Telephone/Internet Expenses	Expenditure incurred on telephone calls and internet for business and private purpose shall be reimbursed at actual.

If at any time the Director ceases to be Director of the company for any cause whatsoever, he shall cease to be Joint Managing Director of the Company.”

3. To approve the Remuneration of Dr. Bhaskar Roy, Executive Director of the company :

• To consider and if thought fit to pass the following resolution as an Special Resolution:

RESOLVED THAT pursuant to the provisions of Section(s) 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule V of the Companies Act, 2013 (corresponding to Sections 269, 198, 309, 311 and any other applicable provisions of the Companies Act, 1956 read with Schedule XIII of the Companies Act, 1956) and subject to the approval of the Central Government and other statutory approvals, if required, and pursuant to the provisions of Article of Association of the company, the Board of Directors hereby approves the remuneration of Dr. Bhaskar Roy (Executive Director), since 01[st] April 2019 and such remuneration and variation of the terms and conditions are approved and recommended by the Nomination and Remuneration Committee. His remuneration is as under:-

as under:-
Basic Salary	Rs.2,50,805/-per month
HRA	Rs.1,25,402/-per month
CityCompensatoryAllowance	Rs.1,794/-per month
Variable Pay	Rs.1,26,000/-per month
Other Pay /Allowances	Rs.1,26,000/-per month
Earned/Privilege Leave	Asper company’s rules and regulatons
Provisions for Increment	Such rate as determined bythe Board subject to maximum of 20%p.a.

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Perquisites :In additon to the above Dr. Bhaskar Roy will be enttled to the following perquisites restricted to an amount to be decided bythe Board of Directors. Unless the context otherwise requires theperquisites are classifed as follows:-	Perquisites :In additon to the above Dr. Bhaskar Roy will be enttled to the following perquisites restricted to an amount to be decided bythe Board of Directors. Unless the context otherwise requires theperquisites are classifed as follows:-
Retrement Benefts	Provident Fund/Gratuity/Superannuaton Fund shall be payable in accordance with the Rules and Regulatons of the company.
Performance Incentve	Performance Incentve shall be payable in actual in accordance with the Rules and Regulatons andperformance of the company.
Provision of Car	Car with Driver for use of company’s businesspurpose and forprivatepurpose.
Insurance	Premium as per the rules of the company covered under Group Term Life Insurance / GroupMedical Policyand Personal Accident Insurance.

If at any time the Director ceases to be Director of the company for any cause whatsoever, he shall cease to be Executive Director of the Company.”

4. To approve the Remuneration of Sh. Manik Lal Dutta, Executive Director of the company :

To consider and if thought fit to pass the following resolution as an Special Resolution:

RESOLVED THAT pursuant to the provisions of Section(s) 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule V of the Companies Act, 2013 (corresponding to Sections 269, 198, 309, 311 and any other applicable provisions of the Companies Act, 1956 read with Schedule XIII of the Companies Act, 1956) and subject to the approval of the Central Government and other statutory approvals, if required, and pursuant to the provisions of Article of Association of the company, the Board of Directors hereby approves the remuneration of Sh. Manik Lal Dutta (Executive Director), since 01[st] April 2019 and such remuneration and variation of the terms and conditions are approved and recommended by the Nomination and Remuneration Committee. His remuneration is as under:-

remuneraton is as under:-
Basic Salary	Rs.1,61,300/-per month
HRA	Rs.80,650/-per month
CityCompensatoryAllowance	Rs.32,380/-per month
Variable Pay	Rs.52,338/-per month
Other Pay /Allownaces	Rs.78,332/-per month
Earned/Privilege Leave	Asper company’s rules and regulatons
Provisions for Increment	Such rate as determined bythe Board subject to maximum of 20%p.a.
Perquisites :In additon to the above Mr. Manik Lal Duta will be enttled to the following perquisites restricted to an amount to be decided bythe Board of Directors. Unless the context otherwise requires theperquisites are classifed as follows:-
Retrement Benefts	Provident Fund/Gratuity/Superannuaton Fund shall be payable in accordance with the Rules and Regulatons of the company.
Performance Incentve	Performance Incentve shall be payable in actual in accordance with the Rules and Regulatons andperformance of the company.
Provision of Car	Car with Driver for use of company’s businesspurpose and forprivatepurpose.
Insurance	Premium as per the rules of the company covered under Group Term Life Insurance / GroupMedical Policyand Personal Accident Insurance.

If at any time the Director ceases to be Director of the company for any cause whatsoever, he shall cease to be Executive Director of the Company.”

By Order of the Board For Globus Spirits Limited

Place : New Delhi Date : 11/11/2019

Sd/(Santosh Kumar Pattanayak) Company Secretary

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Notes :

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out all material facts and the reasons thereto is annexed hereto.

2. The Postal Ballot Form for voting by you as Member of the Company is enclosed.

3. Electronic copy of the Notice is being sent to the members whose email IDs are registered with the Company/Depository Participant(s) for communication. For members who have not registered their email address, physical copies of the Notice is being sent in the permitted mode.

4. The Board of Directors has appointed Shri Sundeep Kumar Parashar, FCS, Company Secretary in practice, New Delhi as the Scrutinizer for conduction this Postal Ballot voting process in a fair and transparent manner. His address is Sundeep Kumar Parashar C/o :- Link Intime India Pvt. Ltd., Noble Heights, 1[st] Floor, Plot No. NH2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi-110058. Complete Postal Ballot Forms should reach the Scrutinizer not later than the close of working hours i.e. at 5.00 p.m. on Saturday, February 08, 2020. The e-voting begins at 9.00 AM on Friday, January 10, 2020 and ends at 5.00 PM on Saturday, February 08, 2020. Postal Ballot Form(s) received after this date will be considered invalid. No other form or photocopy thereof is permitted.

5. The Scrutinizer will submit his report after completion of the scrutiny of the Postal Ballots.

6. The results of the Postal Ballot will be announced by the Chairman at 5.00 PM at the Registered office of the company on 10[th] day of February, 2020. The result shall also be announced to the Stock Exchanges where equity shares of the Company are listed. The result will also be put on the Company’s website www.globusspirits.com. The resolution, if approved, will be taken as passed effectively on the date of declaration of result.

7. The Company also offers E-Voting facility. Please see the instructions below for details. In compliance with the provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014, the Company also offers e-voting option to all the shareholders. For this purpose, the Company has made necessary arrangement with Link Intime India Private Limited (LIIPL) for facilitating e-voting and is pleased to offer e-voting facility as an alternate, for its members to enable them to cast their votes electronically instead of dispatching Postal Ballot Form. E-voting is optional.

8. Members have option to vote either through e-voting or through Postal Ballot Form. Members irrespective of who have registered their e-mails for receipt of documents in electronic mode and who wish to vote through Postal Ballot Form, can download Postal Ballot Form from the link htps://instavote.linkintme.co.in or seek duplicate form from R & T Agent M/s Link Intime India Pvt. Ltd. After filling the required details, send the same to the Scrutinizer by Post at the address given at Sr. No. 4 above.

9. The instructions for members for voting electronically are as under:-

 Log-in to e-Votng website of Link Intme India Private Limited (LIIPL)

• I. Visit the e-voting system of LIIPL. Open web browser by typing the following URL: htps://instavote.linkintme.co.in.

• II. Click on “Login” tab, available under ‘Shareholders’ section.

• III. Enter your User ID, password and image verification code (CAPTCHA) as shown on the screen and click on “SUBMIT”.

• IV. Your User ID details are given below:

• a. Shareholders holding shares in demat account with NSDL: Your User ID is 8 Character DP ID followed by 8 Digit Client ID b. Shareholders holding shares in demat account with CDSL: Your User ID is 16 Digit Beneficiary ID

• c. Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

• V. Your Password details are given below:

• a. If you are using e-Voting system of LIIPL: htps://instavote.linkintme.co.in for the first time or if you are holding shares in physical form, you need to follow the steps given below:

• b. Click on “Sign Up” tab available under ‘Shareholders’ section register your details and set the password of your choice and confirm (The password should contain minimum 8 characters, at least one special character, at least one numeral, at least one alphabet and at least one capital letter).

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For Shareholders holding shares in Demat Form or Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (applicable for both demat
shareholders as well as physical shareholders).
Members who have not updated their PAN with depository Participant or in the company record are
requested to use the sequence number which is printed on Ballot Form / Attendance Slip indicated
in the PAN Field.
DOB/ DOI Enter the DOB (Date of Birth)/ DOI as recorded with depository participant or in the company record
for the said demat account or folio number in dd/mm/yyyy format.
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Bank Account Enter the Bank Account number as recorded in your demat account or in the company records for
Number the said demat account or folio number.
Please enter the DOB/ DOI or Bank Account number in order to register. If the above mentioned
details are not recorded with the depository participants or company, please enter Folio number in
the Bank Account number field as mentioned in instruction (iv-c).
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If you are holding shares in demat form and had registered on to e-Voting system of LIIPL: htps://instavote.linkintme. co.in, and/or voted on an earlier voting of any company then you can use your existing password to login. If Shareholders holding shares in Demat Form or Physical Form have forgoten password: Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”. Incase shareholder is having valid email address, Password will be sent to the shareholders registered e-mail address. Else, shareholder can set the password of his/her choice by providing the information about the particulars of the Security Question & Answer, PAN, DOB/ DOI, Dividend Bank Details etc. and confirm. (The password should contain minimum 8 characters, at least one special character, at least one numeral, at least one alphabet and at least one capital letter) NOTE: The password is to be used by demat shareholders for voting on the resolutions placed by the company in which they are a shareholder and eligible to vote, provided that the company opts for e-voting platform of LIIPL. For shareholders holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

 Cast your vote electronically

• VI. After successful login, you will be able to see the notification for e-voting on the home page of INSTA Vote. Select/ View “Event No” of the company, you choose to vote.

• VII. On the voting page, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting. a. Cast your vote by selecting appropriate option i.e. Favour/Against as desired. b. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against’. You may also choose the option ‘Abstain’ and the shares held will not be counted under ‘Favour/Against’.

• VIII. If you wish to view the entire Resolution details, click on the ‘View Resolutions’ File Link.

• IX. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “YES”, else to change your vote, click on “NO” and accordingly modify your vote.

• X. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

• XI. You can also take the printout of the votes cast by you by clicking on “Print” option on the Voting page.

 General Guidelines for shareholders:

• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to e-Voting system of LIIPL: htps://instavote.linkintme.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’ . They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

• During the voting period, shareholders can login any number of time till they have voted on the resolution(s) for a particular “Event”.

• Shareholders holding multiple folios/demat account shall choose the voting process separately for each of the folios/demat account.

• In case the shareholders have any queries or issues regarding e-voting, please refer the Frequently Asked Questions (“FAQs”) and Instavote e-Voting manual available at htps://instavote.linkintme.co.in, under Help section or write an email to enotces@ linkintme.co.in or Call us :- Tel : 022 - 49186000.

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EXPLANATORY STATEMENT (Pursuant to Section 102 of the Companies Act,2013)

Item No. 1 .

Your Board of Directors proposes to approve the remuneration of Sh. Ajay Kumar Swarup, the Managing Director of the company who has been appointed for a period of 5 years w.r.f. 01[st] December 2016. As per provisions of Section196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule V of the Companies Act, 2013, and pursuant to the provisions of Article of Association of the company, such approval of remuneration of Sh. Ajay Kumar Swarup requires confirmation of Share Holders of the company by passing Special Resolution in the General Meeting of the company. Accordingly, the Board recommends the resolution to be passed by the shareholders as per the requirements of the Companies Act, 2013.

The information required to be given as per Section II of Part II of Schedule V of the Companies Act, 2013 is detailed below: I) General Information : Refer Annexure - 1 II) Information about Sh. Ajay Kumar Swarup :

(1)	Background Details	He has over 35 years of experience in the alcohol and distllery industry and in additon to day-to-day afairs of the company he is responsible for business policies, strategic decisions,business development etc.
(2)	Past Remuneraton	2016-17 : Rs.1,00,00,000/- 2017-18 : Rs.1,08,00,000/- 2018-19 : Rs.1,20,25,001/-
(3)	Recogniton or Awards	Nil
(4)	Job Profle & Proposed Remuneraton	He is responsible for overall business operatons and growth of the company and hisproposed remuneraton is as mentoned in the Resoluton.
(5)	Comparatve Remuneraton	Suitable in view of the vast experience and professional qualifcatons of Mr. Ajay Kumar Swarup.
(6)	Relatonship	Sh. Ajay Kumar Swarup is the father of Sh. Shekhar Swarup, Joint Managing Director of the Company.
Other Informaton: Refer Annexure - 2 Disclosures:
Remuneraton Package		As mentoned in Resoluton.
Other informaton		As mentoned above

III) Other Information: Refer Annexure - 2

IV) Disclosures:

None of the Directors, Key Managerial Personnel, Manager or their relatives of the company except Sh. Ajay Kumar Swarup and his relatives has any interest in the proposed resolution.

Item No. 2 .

Your Board of Directors proposes to approve the remuneration of Sh. Shekhar Swarup, the Joint Managing Director of the company. As per provisions of Section196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule V of the Companies Act, 2013, and pursuant to the provisions of Article of Association of the company, such approval in remuneration of Sh. Shekhar Swarup requires confirmation of Share Holders of the company by passing Special Resolution in the General Meeting of the company. Accordingly, the Board recommends the resolution to be passed by the shareholders as per the requirements of the Companies Act, 2013.

The information required to be given as per Section II of Part II of Schedule V of the Companies Act, 2013 is detailed below:

• I) General Information : Refer Annexure - 1 II) Information about Sh. Shekhar Swarup :

(1)	Background Details	He has over 12 years of experience in the alcohol and distllery industry and in additon to day-to-day afairs of the company he is a strategic planner and a marketer at heart,he started upthe branded liquors division in the company.
(2)	Past Remuneraton	2016-17 : Rs.75,00,000/- 2017-18 : Rs.81,00,000/- 2018-19 : Rs.90,98,000/-
(3)	Recogniton or Awards	Nil
(4)	Job Profle & Proposed Remuneraton	He is responsible for overall business operatons and growth of the company and hisproposed remuneraton is as mentoned in the Resoluton.
(5)	Comparatve Remuneraton	Suitable in view of the vast experience and professional qualifcatons of Sh. Shekhar Swarup.
(6)	Relatonship	Sh. Shekhar Swarup is the son of Sh. Ajay Kumar Swarup, Managing Director of the Company.

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III) Other Information: Refer Annexure - 2 IV) Disclosures:

Other Informaton: Refer Annexure - 2 Disclosures:
Remuneraton Package	As mentoned in Resoluton.
Other informaton	As menton above
None of the Directors, Key Managerial Personnel, Manager or their relatves of the company except Sh. Shekhar Swarup and his relatves has any interest in the proposed resoluton.

Item No. 3 .

Your Board of Directors proposes to approve the remuneration of Dr. Bhaskar Roy, the Executive Director & CFO of the company. As per provisions of Section196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule V of the Companies Act, 2013, and pursuant to the provisions of Article of Association of the company, such increase in remuneration payable to Dr. Bhaskar Roy requires confirmation of Share Holders of the company by passing Special Resolution in the General Meeting of the company. Accordingly, the Board recommends the resolution to be passed by the shareholders as per the requirements of the Companies Act, 2013.

The information required to be given as per Section II of Part II of Schedule V of the Companies Act, 2013 is detailed below:

I) General Information : Refer Annexure - 1 II) Information about Dr. Bhaskar Roy :

(1)	Background Details	He is M.Com, FCA, PHD and having more than 30 years of experience and is having vast experience in Strategic Financial Planning & controlling, Fund Management, Accounts,Auditng,Budgetngand MIS and operatons etc..
(2)	Past Remuneraton	2016-17 : Rs.57,81,080/- 2017-18 : Rs.50,86,400/- 2018-19 : Rs.64,75,008/-
(3)	Recogniton or Awards	Nil
(4)	Job Profle & Proposed Remuneraton	He is responsible for overall business operatons and growth of the company and hisproposed remuneraton is as mentoned in the Resoluton.
(5)	Comparatve Remuneraton	Suitable in view of the vast experience and professional qualifcatons of Dr. Bhaskar Roy.
(6)	Relatonship	Dr. Bhaskar Roy does not have any other pecuniary relatonship other than his remuneraton and is also not related to anymanagerialpersonnel of the Company.

III) Other Information: Refer Annexure - 2 IV) Disclosures: Remuneration Package As mentioned in Resolution. Other information As mention above

None of the Directors, Key Managerial Personnel, Manager or their relatives of the company except Dr. Bhaskar Roy has any interest in the proposed resolution.

Item No. 4 .

Your Board of Directors proposes to approve the remuneration of Sh. Manik Lal Dutta, Executive Director of the company. As per provisions of Section196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule V of the Companies Act, 2013, and pursuant to the provisions of Article of Association of the company, approval of remuneration of Sh. Manik Lal Dutta, Executive Director of the company requires confirmation of Share Holders of the company by passing Special Resolution in the General Meeting of the company. Accordingly, the Board recommends the resolution to be passed by the shareholders as per the requirements of the Companies Act, 2013.

The information required to be given as per Section II of Part II of Schedule V of the Companies Act, 2013 is detailed below:

I) General Information : Refer Annexure - 1 II) Information about Sh. Manik Lal Dutta :

II)	Informaton about Sh. Manik Lal Duta :	Informaton about Sh. Manik Lal Duta :	Informaton about Sh. Manik Lal Duta :
	(1)	Background Details	He is M. Tech, PGDBM and having more than 47 years of experience in Alcohol and other Industry and is having vast experience in producton, planning, IMFL blends, brand development and operatons etc.
	(2)	Past Remuneraton	2016-17 : Rs.36,80,002/- 2017-18 : Rs.35,77,206/- 2018-19 : Rs.43,31,974/-
	(3)	Recogniton or Awards	Nil
	(4)	Job Profle & Proposed Remuneraton	He is responsible for overall business operatons and growth of the company and his proposed remuneraton is as mentoned in the Resoluton.

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(5)	Comparatve Remuneraton	Suitable in view of the vast experience and professional qualifcatons of Mr. Manik Lal Duta.
(6)	Relatonship	Mr. Manik Lal Duta does not have any other pecuniary relatonship other than receiving remuneraton from the company and is also not related to any managerial personnel of the Company.

III) Other Information: Refer Annexure - 2 IV) Disclosures: Remuneration Package As mentioned in Resolution. Other information As mention above

None of the Directors, Key Managerial Personnel, Manager or their relatives of the company except Sh. Manik Lal Dutta has any interest in the proposed resolution.

ANNEXURE - 1

I) General Information:

• (1) Nature of Industry Globus Spirits Limited is a leading spirits Company in India with a 360 degree portfolio of bulk alcohol, bottled liquors of various owned brands as well as bottling operations for India’s top IMFL companies.

• (2) Year of commencement of commercial production : 1993-94. (3) In case of new companies, expected date of Not Applicable commencement of activities as per project approved by financial institutions appearing in the prospectus :

(4)	Financial Performance based on the given indicators: (Rs. Lakhs)	Financial Performance based on the given indicators: (Rs. Lakhs)	Financial Performance based on the given indicators: (Rs. Lakhs)	Financial Performance based on the given indicators: (Rs. Lakhs)
	Partculars	Financial Year 2016-17	Financial Year 2017-18	Financial Year 2018-19
	Sales	78912.38	96901.59	107346.87
	Other Income	443.21	548.44	795.21
	Total Income	79355.59	97450.03	108142.08
	Expenditure	73291.22	89962.87	97924.88
	Depreciaton	3809.40	3619.09	3610.68
	Interest	1752.22	2713.61	2630.53
	Proft/ (Loss)before exceptonal items and tax	502.75	1154.46	3975.99
	Provision for taxaton(includingDeferred tax)	(399.18)	452.00	919.16
	Proft/ (Loss)afer tax	901.93	702.46	3056.83
(5)	Exportperformance based on thegiven indicators	Duringtheyear 2018-19,total exportperformance were Rs.49.37crores.
(6)	Foreign investments or collaborators,if any	….Not Applicable….

ANNEXURE – 2

II) Other Information:

• (1) Reasons of inadequate profits The financial performance of GSL was affected due to the high input costs especially raw materials cost. Further, interest cost and depreciation/amortization of Fixed Assets were also another factors effecting the financial performance of the Company.

• (2) Steps taken or proposed to be The Company has taken the following steps to negate the adverse impact in the coming taken for improvement years – 1) Improvement in Productivity 2) Higher capacity utilization & value added by-products 3) Increase in realization of various products.

• (3) Expected increase in productivity With the above measures, the operating efficiencies and profits of the Company is expected and profits in measurable terms to increase.

By Order of the Board For Globus Spirits Limited

Place : New Delhi Date : 11/11/2019

Sd/(Santosh Kumar Pattanayak) Company Secretary

8

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Globus Spirits Limited CIN: L74899DL1993PLC052177 Regd. Office: F-0, Ground Floor, The Mira Corporate Suites, Ishwar Nagar, Mathura Road, New Delhi-110065 Tel : 011-66424600, Fax:011-66424629, E-Mail:corporateoffice@globusgroup.in, Website:www.globusspirits.com

POSTAL BALLOT FORM

Serial No. :

1. Name of Shareholder(s) :

2. Registered address of Shareholder :

3. Registered Folio No. / DP ID- Client ID No*. :

• (* Applicable to Investors holding shares in

• dematerialized mode)

4. Number of Shares held

:

5. I / we do hereby exercise and cast my/our vote(s) in respect of the Resolutions to be passed through Postal Ballot for the business stated in the Notice dated 11[th] November 2019 of the Company, by sending my/our assent or dissent to the said resolutions by placing the tick (√) mark at the appropriate box below:

Item No.	Descripton	No. of Shares	In favour of the Resoluton	Against the Resoluton
1	Special Resoluton under the provisions of Secton(s) 196, 197, 203 read with Schedule V of the Companies Act, 2013 for approval of remuneraton of Sh. Ajay Kumar Swarup,ManagingDirector of the company.
2	Special Resoluton under the provisions of Secton(s) 196, 197, 203 read with Schedule V of the Companies Act, 2013 for approval of remuneraton of Sh. Shekhar Swarup,Joint ManagingDirector of the company.
3	Special Resoluton under the provisions of Secton(s) 196, 197, 203 read with Schedule V of the Companies Act, 2013 for approval of remuneraton of Dr. Bhaskar Roy,Executve Director of the company.
4	Special Resoluton under the provisions of Secton(s) 196, 197, 203 read with Schedule V of the Companies Act, 2013 for approval of remuneraton of Sh. Manik Lal Duta,Executve Director of the company.
: e : ---------------------------------------- (Signature of the shareholder) (Refer instructon no.2 given overleaf)

Date :

Place :

PLEASE READ VERY CAREFULLY THE INSTRUCTIONS GIVEN OVERLEAF

Electronic Voting Particulars

	Electronic Votng Partculars
Electronic Votng Sequence No. (EVSN)	User ID	PAN/Default PAN No. (Sequence* Number)**
200001

INSTRUCTIONS

1. A Shareholder desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form (no other form or photocopy thereof is permitted) and send it to the Scrutinizer Sundeep Kumar Parashar, FCS, Company Secretary in practice, New Delhi, in the attached self-addressed business reply envelope. Postage will be borne and paid by the Company. Envelopes containing Postal Ballot Form(s), deposited in person or sent by courier or registered/speed post, at the expense of the Shareholder, will also be accepted.

2. This Form should be completed and signed by the Shareholder (as per the specimen signature registered with the Company/Depository Participants). In case of joint holding, this Form should be completed and signed by the first named Shareholder and in his absence, by the next named Shareholder. Where the Postal Ballot Form has been signed by an authorized representative of a body Corporate/Trust/Co-operative Society/other entity, a certified copy of the relevant resolution/ authorization of the Board of Directors or other Governing body, as the case may be, to vote, should accompany the postal Ballot form. Where the Form has been signed by a representative of the President of India or of the Governor of a State, a certified copy evidencing authority should accompany the Postal Ballot For. A shareholder may sign the Form through an Attorney appointed specifically for this purpose, in which case a certified copy of the Power of Attorney should be attached to the Postal Ballot Form.

3. Duly completed Postal Ballot Form should reach the Scrutinizer not later than the close of working hours i.e. at 5.00 p.m. on 08[th] February 2020. All Postal Ballot Forms received after this date will be strictly treated as if reply from such Shareholder has not been received.

4. There will be only one Postal Ballot Form for every folio irrespective of the number of joint Shareholder(s).

5. In case of shares held by companies, trusts, societies etc. the duly completed Postal Ballot Form should be accompanied by a certified true copy of Board resolution/authority letter.

6. A Shareholder may request for a duplicate Postal Ballot Form, if so required. However, the duly completed duplicate Postal Ballot form should reach the Scrutinizer not later than the last date of receipt of Postal Ballot Form, i.e., 08[th] February 2020.

7. Voting rights shall be reckoned on the paid up value of shares registered in the name of the Shareholders as on Friday, 03[rd] January, 2020.

8. The Scrutinizer’s decision on the validity of a Postal Ballot will be final and binding.

9. Incomplete, unsigned or incorrect Postal Ballot Forms will be rejected.

10. The result of the Postal Ballot will also be posted on the website of the Company www.globusspirits. com for the information of the Shareholders.

11. The Company is pleased to offer e-voting facility as an alternate, for all the Shareholders of the Company to enable them to cast their votes electronically instead of dispatching Postal Ballot Form. The detailed procedure is enumerated in the Notes to the Postal Ballot Notice.