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MEMORANDUM OF ASSOCIATION OF OIL PALM INDIA LIMITED

I.          The name of the Company is “OIL PALM INDIA LIMITED”.
II          The Registered Office of the Company will be situated in the State of Kerala.
III.       The objects for which the Company is established are:-

            A. The main objects to be pursued by the Company on its Incorporations:-

1.         The take over and run the oil palm plantations established by the Plantation Corporation of Kerala Limited,

and established or cultivated by the Government of Kerala or by any other person for the purpose of carrying on the objects mentioned in Clause 2,3,& 4 below.
2.         The engage in and carry on the business of planters, growers and cultivators of Oil Palm, Arecanut, Coconut and other plams, Ground-nut, Cocoa, Rubber, Tea, Coffee, Cardamom, Cashew, Pepper, Lemongrass, Ginger, Cinnamon, Cloves, Camphor, Tobacco, Tapioca, Eucalyptus, Gattapercha, Cinchona, Myistica, Indica, Turmeric, Sugarcane, Cotton and or any other agricultural/industrial crop or produce.

3.         To process and render marketable all produce grown by the Company and to carry on the business of processing, manufacturing and dealing in Palm Oil and other oils and any other products in which oil or any produce of the company is used.

4.         To sell, purchase, export, import, deal and trade in all produce grown or processed by the company and all products manufactured by the Company and any other products used for the purpose of growing, processing or manufacturing such products.

B. the objects incidental or ancillary to the attainment of the main objects:-

1.         To acquire by concession from Government, purchase, lease or otherwise hold develop, manage, administer, carry on, use, work, exchange, make advances upon, turn to account, sell, dispose of and deal in lands or in any interest in lands, concessions, Estates and Plantations of description and agricultural land and forests in any part of India for the purpose of cultivating, growing, curing, preparing for the market and manufacturing agricultural and other produces and products grown, processed or manufactured by the Company.
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2.      To apply for and acquire by concession from Government or by purchase, lease or otherwise, in any part of India and to make, build, construct, provide, maintain, improve, equip, control and develop, manage, administer, carry on, use and work in any part of India, factories and other establishments, roads, ways, railways, tramways, cableways, canals, reservoirs, water works, wells aqueducts, water courses, furnaces, gasworks, piers, wharves, markets, jetties, harbours, docks, saw and other mills, storages, hydraulic works, power supply works, buildings, plant, engines, machinery rolling stock, warehouses, and other works and buildings, telegraph lines, telephone lines and all such other assets which may be deemed expedient for the main objects of the Company, and to meet the cost of making, building, constructing, providing, carrying on, equipping, developing, using and working all the same.

3.         To establish or acquire and carry on the business of farmers, grazers, cultivators, storekeepers, cattle breeders, stockmen, dealers in hides, skins, fat and other animal products, provision preservers, timber growers, lumbermen, saw mill proprietors, merchants, exporters and importers and general traders.

4.         To carry on and transact any or every description of agency, commission, commercial, manufacturing, mercantile or financial business whatsoever and wheresoever which may, in the opinion of the Company, be conventially carried on in connection with any business which the Company is authoriesed to carry on or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s properties or rights.

3.         To establish or acquire and carry on the business of farmers, grazers, cultivators, storekeepers, cattle breeders, stockmen, dealers in hides, skins, fat and other animal products, provision preservers, timber merchants, timber growers, lumbermen, saw mill proprietors, merchants, exporters and importers and general traders.

4.         To carry on and transact any or every description of agency, commission, commercial, manufacturing, mercantile or financial business whatsoever and wheresoever which may, in the opinion of the Company, be conventially carried on in connection with any business which the Company is authorized to carry on or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s properties or rights.

 

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  1. To promote or assist in the promotion of any other Company or Companies established for any purpose which may seem directly or indirectly to benefit this Company or to advance the object and interests thereof, and to take otherwise acquire and hold shares in any such Company or Companies and to guarantee the payment of any debentures or other securities issued by such Company or Companies.

 

  1. To make investments, purchase, subscribe for, underwrite, take or otherwise acquire and hold, sell, mortgage and deal in share stock, bonds, options debentures, debenture stock or obligations in any other Company or Corporation, or of any Government or State, and to give any guarantee or security for the payment of the dividends or interest thereon or in relation thereto, in matters of interest to the Company.
  1. To carry on research and development in the promotion of cultivation, processing and allied matters of Oil Palm..

 

  1. To purchase or otherwise acquire and undertake all or any part of the business, property goodwill and liabilities of any person or company carrying on any business which this Company is authorized to enter into or carry on, or to possess property suitable for the purpose of this company.
  1. To sell, let or lease, exchange or dispose of the lands, concessions, rights, assets and undertaking of the company or any part or parts thereof, for such considerations as the Company may think fit, and in particular for shares, debentures, or securities of any other Company having objects altogether or in part similar to those of this Company.
  2. To draw, make, accept, endorse, execute, issue and discount promissory notes, bills of exchange, charter parties, bills of lading, warrants, debentures and other negotiable or transferable instruments.

 

  1. To lend invest and deal with moneys of the Company not immediately required in such manners as may from time to time be determined.
  1. To receive money and securities on deposit at interest or otherwise, for the purpose and benefits of the business of the Company.

 

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  1. To borrow or raise or secure the payment of money in such manner as the company shall think fit, and in particular by issue of debentures, debenture stock, or other securities, with or without a charge upon all or any of the Company’s assets present or future including its uncalled capital, and to purchase, redeem or pay off any such securities, and to issue any such securities for such consideration or purpose as may be thought fit, provided the Company shall not carry on Banking Business within the meaning of the Banking Regulation Act, 1949.

 

14.       To appoint, engage, employ, maintain, provide for, suspend or dismiss or take other disciplinary action against attorneys, agents, managers, superintendents, clerks, labourers and all other servants and to remunerate any such persons as the Company may deem fit, and to make pecuniary grants by way of donation, subscription, allowance, bonus, pension, gratuity, provident fund, guarantee or otherwise to or for the benefit of any such persons or the widow, widower or children and dependents of any such persons.

15.       To establish, maintain and operate educational institutions, schools and hostels for the benefit of the children of the employees or ex-employees of the Company or their dependents or relations and others and to make grants and awards and to grant scholarships.

16.       To establish, maintain and operate hospitals, dispensaries, first-aid centres and other medical institutions, public health installations, markets, shops and stores, clubs, cinemas and other entertainment places, motors transport services, housing colonies, hotel and restaurants, guest houses, hostels, laundries, dairies, fire service stations and provide and other services for the benefit of employees of the Company and their families and also general public wherever considered permissible.

17.       To Provide for the welfare of the employees or ex-employees of the Company and the wives/husbands and families, relations and dependents of employees or ex-employees by building or contributing to build houses, dwellings or chawls or by grants of money, pensions, allowances bonus or other payments or by creating and from time to time subscribing or contributing to Provident Fund and other funds or associations, institutions or trusts.

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18.       To create any Depreciation Fund, Reserve Fund, Sinking Fund, Insurance Fund or any other special fund, whether for depreciation, or for repairing, improving, extending or maintaining any of the property of the Company or for amortization of capital or for any other purpose conducive to the interests of the Company.

19.       To apply the assets of the Company in any way in or towards the establishment maintenance or extension of any association, institution or fund, in any way connected with trade or commerce and in particular with any association, institution or fund established for the protection of the interests of owners and employers, against loss by bad debts, strikes civil commotion, fire accidents or otherwise or for the benefit or employees at any time employed by the Company, their families or dependents.

20.       To give monetary aid or otherwise assist any association, body or movement having for its object the solution, settlement or surmounting of industrial or labour problems or troubles or the promotion of industry or trade.

21.       To remunerate any person for services rendered or to rendered in obtaining subscription for or placing or assisting to place or to obtain subscription for or assisting to place or to obtain subscription for or for guaranteeing the subscription of or the placing of any shares in the capital of the Company or any stock, shares, bonds, debentures, obligations or securities of any other Company held or owned by the Company or in which the company may have an interest or in or about the formation or promotion of the Company or the conduct of the business or in or about the formation or promotion of any other Company in which the Company may have any interest.

22.       To pay all costs, charges and expenses on account of advertisements, underwriting, commissions, brokerage, lawyer’s fees, printing, stationery and such other things incurred by the Company in the promotion and establishment of the Company or considered as necessary by the Company.

23.       To sell, exchange, improve, manage, develop, lease, mortgage, charge, dispose of, turn to account or otherwise deal with, all or any part of the assets and rights of the Company.

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24.       To establish, provide, maintain and conduct or otherwise subsidies research stations, laboratories, meteorological stations, power units, fertilizer units and experimental workshops for scientific and technical research and experiments, to undertake and carry on scientific and technical, investigations and inventions, by providing, subsidizing, endorsing or assisting laboratories, workshops, libraries, lecture meetings, and conferences and by providing or contributing to the remunerations of scientific and technical professors and teachers and by providing or contributing to the award of scholarships, prizes, grants to students or otherwise and generally to encourage, promote and reward studies, researches, investigations, experiments, test and inventions of any kind that may be considered likely to assist any business which the Company is authorized to carry on.

25.       To enter into partnership or into any arrangement for sharing profits, union of interest, joint adventure, reciprocal concession, amalgamation or co-operation, either in whole or in part with any other Companies, firms or persons, carrying on or engaged in or about to carry on or engage in any business or transaction which this Company is authorized to carry on or engage in or any business or undertaking or transaction capable of being conducted so as directly or indirectly to benefit this Company, and to lend money and to guarantee the contracts of or otherwise assist any such person or company and to take or otherwise acquire shares and securities of any such company and to sell hold, re-issue with or without guarantee or otherwise deal with the same.

26.       To apply for and take out, purchase or otherwise acquire any trade mark, patent patent rights, inventions, copyright designs know-how of secret process, etc. which may be useful for the Company’s objects and to grant licenses to use the same, and to work, develop, carry out, exercise and turn to account the same.

27.       To enter into any arrangements with the Government of India or the Government of Kerala, or any other Government including Foreign Governments or State or Local Authority or Institutions, Corporations, World Bank, Asian Development Bank, Banks in India and outside India, and other persons for the purpose or carrying out the objects of the Company or furthering its interests and to obtain from such Government or Authority, Institution or Corporation or Bank of person any charters, subsidies, loans, indemnities,
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grants, contracts, licenses, rights, concessions, privileges or immunities which the company may think it desirable to obtain and exercise, turn to account and comply with any such arrangements, rights, privileges and concessions.

28.       To obtain and utilize import licenses for plant and machinery, equipments, tools and such other things as also for planting materials such as oil palm seeds, seedlings or pollen or any other seed or seedlings, all types of plant protection chemicals, fertilizers and all kinds of plant foods and any other items as may be considered necessary by the company from time to time.

29.       To enter into technical or other collaborations with Governments, corporations, Institutions, Banks or persons in furtherance of the objects of the Company.

30.       To authorize any person to undertake study tours, commercial tours, visits or training programmes in India or abroad, for furtherance of technical or other expertise and development of the enterprise of the Company.

31.       To assist or co-operate with other Companies, firms or persons in cultivation, processing, marketing and financing of oil palm and other produce or its products and related projects undertaken by them.

32.       a) To subscribe to or otherwise assist or to guarantee money for any charitable, benevolent, religious, scientific, national or other institutions of for any public venture the objects of which have any moral or claim to support or aid by the company either by reason of locality of operation or public and general utility or otherwise.

           
C. Other objects of the Company

1)         To carry on the business of chemists, druggists, dry salters, oil and colour men, importers and manufacturers of and dealers in pharmaceutical, medicinal, chemical, industrial and other preparations and articles, compounds, cements, oils, paints, pigments, and varnishes, drug, dyeware, paint and colour grinders, makers of and dealers in proprietary articles of all kinds, and of electrical, chemical, photographical, surgical and scientific apparatus and materials.

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2)         To install distilleries and allied industries and to carry on the business in the products thereof.
3)         To cultivate medicinal herbs and other allied products and to start and install processing units and deal with the products.
4)         To carry on the business of iron founders, mechanical engineers and manufacturers of machinery, tool-makers, brass founders, metal workers, boiler makers, millwrights, machinists, iron and steel converters, smiths, wood-workers, builders, painters, metallurgists, electrical engineers, water supply engineers, gas makers, and to buy, sell, manufacture, repair, convert, alter, let on hire, and deal in machinery, implements rolling stock and hardware of all kinds.
5)         To act as agents or brokers and as trustees for any person or Company and to undertake and perform sub contracts, and either as principles, agents, trustees, contractors, or otherwise and either alone or jointly with others, and either by or through agents, sub contractors trustees or otherwise.
6)         To do all or any of the matters hereby authorized (in any part of the world) either or in conjunction with or as factors, trustees or agents for any other Companies, firm or persons, or by or through any factors, trustees or agents.

IV.       The Liability of the Members is limited.

V.        The authorized share capital of the company is Rupees Twelve crores divided into 1,20,000 (One lakh twenty thousand) Equity shares of Rs. 1,000 (Rupees One thousand) each with the rights, privileges and conditions attaching thereto as may be prescribed by the Articles of Association of the Company for the time being or otherwise as may be prescribed by the Company, with power to increase or reduce the capital of the Company and to divide the shares in the capital  for the time being into several classes to be held upon such terms as may be prescribed by the Company and to sub divide, cancel or consolidate the share and to vary, amalgamate, or abrogate any such rights, privileges or conditions.

 

We the several person whose names and addresses are subscribed below are desireous of being formed into a Company in pursuance of the Memorandum of Association and we respectively agrees to take the number of shares in the capital of the Company, set opposite to our respective names.
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Names, addresses, descriptions and occupations of subscribers

No. of Equity shares taken
by each subscriber

Signature

1.  Sri. P.G. Muralidharan I.A.S. Son of 
     Sri. T.K. Govindan Nair, Agricultural 
     Production Commissioner, Government
     of Kerala, Trivandrum.

 

1

 

Sd/-

2.  The Plantation Corporation of Kerala  Ltd., 
     represented by its managing Director,
     Sri. R. Ravindran,
     Anithas, Kanjikuzhy,
     Kottayam – 4
     Son of Sri. K.C. Raman.

 

3
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Total

4

 

 

Dated this the Fifteenth day of November 1977.

Witness to the above signatures:

 

      Sd/-
Philip Jacob
Secretary,
The Plantation Corporation of Kerala Ltd.,
Muttambalam,
Kottayam – 4.

 

 

 

 

 

 

 

 

 

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ARTICLES OF ASSOCIATION OF OIL PALM INDIA LIMITED
PRELIMMINARY

Unless the context otherwise requires, words and expressions used in these Articles shall have the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations became binding on the Company and words importing the singular shall include the plural and vice versa and words importing the masculine shall include the feminine and words importing persons shall include bodies corporate.

Individual definitions:- In these articles unless the context otherwise requires:

  1. The “Articles” means Articles of Association of the Company.
  2. “The Act” means the Companies Act (1 of 1956).
  3. “The Company” means the Oil Palm India Limited.
  4. “The Board” means the Board of Directors for the time being of the Company.
  5. “Seal” mans the Common Seal of the Company.
  6. “The Chairman” means the Chairman of the Board of Directors for the time being of the Company.
  7. “The Office” means the Registered Office for the time being of the Company.
  8. “The writing” of “written” includes printing, lithography and other modes of representing or reproducing words in a visible form.
  9. “Month” means a calendar month, and “Financial Year” means the period from 1st April of each year to the 31st March of the succeeding year.
  10. “President” mans the President of India and includes the Government of India.
  11. “The Governor” means the Governor of Kerala and includes the Government of Kerala.

 

Table ‘A’ to apply:

            The regulations contained in Table ‘A’ in Schedule 1 of the Act except regulations 36 to 43 & 64 to 66, shall apply to the Company, subject to the provisions herein contained. Subject to the provisions herein contained.  Subject to the approval of the governor, the company may alter these articles.

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The Company is a Private Company and Accordingly:

a)         The number of members of the Company (exclusive of persons who are in the employment of the Company and persons, who having been formerly in the employment of the Company, were members of the Company while in that employment and have continued to be members after the employment ceased) is not to exceed fifty, but where two or more  persons  hold one or more shares in the company jointly, they shall, for the purpose of this article, be treated as a single member.
b)         Any invitation to the public to subscribe for any shares in or debentures or debenture stock of the company is hereby prohibited.
c)         Prohibits any invitation or acceptance of deposits from persons other than its members, directors or their relatives,
d)         The right of transfer of shares shall be restricted as hereinafter provided.

6.         Agreements binding on the Company:

            On the registration of the Company, it shall take over the Oil Palm Plantations established by the Plantation Corporation of Kerala Ltd. And established or cultivated by the Government of Kerala and under the management of the Plantation Corporation of Kerala  Ltd.  The company shall be entitled to and be liable for all the rights and liabilities whatsoever of the Plantation Corporation of Kerala Ltd., and the Government of Kerala relating to the said Plantations as on the date of such taking over.  All agreements, contracts and commitments entered into by and with the Plantation Corporation of Kerala Ltd., by any person whatsoever and relating to the said plantations shall be binding on the Company.

SHARE CAPITAL
7.         Allotment of shares:

The shares shall be under the control of the Board, who may allot them on such terms and conditions and at such time as they think fit so that,

(i)         not less than 51% of the Paid up Share Capital shall be held by the Government of Kerala or by its nominees or by such other persons as the State Government may think fit.
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(ii)        The balance shall be held by the Government of India or by its nominees or by such other persons as the Government of India may think fir provided that the Board may at its discretion allot shares to any one of the Governments or its nominees without observing the ratio in this regulation but subject to the satisfaction of the Board that the other Government will subscribe to the shares within a reasonable period of time and that the ratio of 51.49 will be ultimately maintained.

TRANSFER OF SHARES

8.         Restrictions on transfer:
            The right of members to transfer their shares shall be restricted as follows:

  1. A share may be transferred by a member or other person entitled to transfer only to a person approved by the Governor.

9.         Powers to increase or reduce capital:
Subject to the approval of the Governor, the Company may be resolution in general meeting, increase the share capital by such sum, to be divided into shares of such amount as may be specified in the resolution.

10.       New Shares:
            Subject to the approval of the Governor, the Company may issue new shares upon such terms and conditions as the Board may think fit.
11.       New shares to be offered to members:
            New shares shall be offered to the members of the Company subject to Article 7 of the Articles and shall be made by notice specifying the number of shares to which a member is entitled and limiting the time within which the offer is to be accepted.
12.       Reduction of capital:
            Subject to the approval of the Governor, the Company may be special resolution reduce its share capital in any one of the following ways:

  1. by paying off the paid-up capital which is in excess of the requirements of the company.
  2. By canceling the paid-up capital which is lost or unrepresented by assets of the Company.
  3. By extinguishing or reducing the liability on any of its share capital which has not been paid-up.

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13.       Power to borrow:
            The board may, subject to the approval of the Governor, borrow funds for the purpose of the Company in the form of loans, overdrafts, cash credits or discounting of bills, cheques or other negotiable instruments with or without security.

14.       Security for borrowings:
            The Board may, subject to the approval of the Governor, secure the repayment of the Company’s borrowings by creating any mortgage, charge or other security on the whole or any part of the company’s undertaking, present or future, including its uncalled capital for the time being and by issue of secured redeemable debentures or debenture stock.

15.       Securities may be assignable free from equities:
            Debentures, debenture stock, bonds or other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

16.       Assignability of securities:
            Any debentures, debenture stock or bonds may be issued at a premium discount or at par and any assignment thereof shall be free from equities between the Company and the persons to whom they are issued.

17.       Quorum:        
            i)          Two persons present in person shall be the quorum for a general meeting.
            ii)         The President or Governor may from time to time appoint representatives to
represent each on all or any of the meetings of the Company as per Section 187 and 187 (A) of the Act.
iii)         The President or Governor may from time to time cancel the appointment made under clause 2 of this Article and make a fresh appointment.

18.       Chairman of General Meeting:
            The Chairman of the Board shall also be the Chairman of the general meeting.  If the Chairman is not present within 15 minutes of the time for holding the meeting, the members present may choose any other Director as Chairman. If no director is present or willing to be the Chairman, the members present may choose one amongst themselves to act as Chairman for that meeting.
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19.       Procedure when quorum is not present:
            If within half an hour from the time appointed for a meeting the quorum is not present, the meeting if convened on the request of members would stand dissolved.  In any other case the meeting would stand adjourned to the same day next week at the same time and place.

            Provided that if at any such adjourned meeting the quorum is not present, the members present shall be the quorum.

20.       Power to adjourn general meeting

            The Chairman of a general meeting may with the consent of the members present, adjourn a meeting from time to time but no business shall be transacted on any such adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

21.       Chairman’s decision conclusive
            The chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting.  The Chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at such pool.

22.       Vote of members:
            Upon a show of hands every member present in person shall have one vote and upon a poll every member present in person or by proxy or by duly authorized representative shall have one vote for every share held by him.

23.       Proxies permitted:
            On a poll, votes may be given either personally or by proxy or by duly authorize representative.

24.       Instrument appointing proxy to be in writing:
            Any member entitled to attend and vote may appoint another person (whether a member or not) as a proxy to attend the meeting and vote on a poll.  A proxy shall not be entitled to speak at a meeting or to vote except on a poll.  The instrument appointing a proxy shall be in writing and be signed by the appointer or his attorney.

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  1. Instrument appointing proxy to be deposited at Office

The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power of authority, shall be deposited at the Registered Office of the Company not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of poll, not less than 24 hours before the time appointed for taking of the poll, and in default the instrument or proxy shall not be treated as valid.

26.       Voting right of members when amounts due:
            No member shall be entitled to exercise any voting right in respect of shares registered in his name on which any call or other sums presently payable by him have not been paid, or in regard to which the company has exercised a right of lien.

27.       Directors:
            The number of Directors shall not be less than 2 or more than 11.  The Directors are not required to hold any qualification shares.  Sarvashree P.G. Muraleedharan and R. Ravindran shall be the first Directors of the Company.

28.       Appointment of Directors

i)          Governor of Kerala may appoint seven of the Directors and the President of India may appoint four of the Directors of the Company.

  1. Every Non Official Director attending the meeting of the Board of Directors or of their Committee shall be entitled to be paid such sitting fee as prescribed by the Government from time to time.  The directors shall be paid such traveling and other expenses as may necessarily be incurred by them in the execution of their duties including any such expenses incurred in connection with their attendance at meetings of the Board or its committee.

 

iii)         Not withstanding what is provided in sub-clause (ii) above, the Directors of the Company may be paid such remuneration as the Board may think fit for the services rendered by them.

 

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iv)        All the Directors except the Chairman and the Managing Director shall retire from office at the 3rd Annual General Meeting held after the date of their appointment.  The Chairman and the Managing Director shall retire on ceasing to hold his office of Chairman or Managing Director.  A retiring Director shall be eligible for re-appointment.
v)         The President of India and the Governor shall have the right to fill any vacancy caused in the office of a Director appointed by each of them on account of retirement, removal resignation, death or otherwise.
vi)        To President of India and the Governor shall have power to remove any Director appointed by each from Office at any time in their absolute discretion.
29.       Powers of Boards:
            The business of the Company shall be managed by the Board who shall, subject to the provisions of the Act be entitled to exercise such powers and do such acts and things as the company is authorized to exercise and do.

30.       Delegation of powers by the Board:
            The Board may, subject to the provisions of the Act, from time to time delegate all or any of its powers to any director, directors, committee of directors or the officers of the company as may be deemed necessary.

MANAGING DIRECTOR

31.       Appointment of Managing Director:
            The Governor may appoint one of the Directors to be the Managing Director for the conduct and management of the business of the Company subject to the control and supervision of the Board of Directors.

32.       Conditions of the service of Managing Director:
            The appointment of the Managing Director shall be for such term and at such remuneration as the Governor may think fit.
            Provided that, notwithstanding anything herein contained, the Governor may at any time suspend, remove or dismiss him from the office of Managing Director and appoint another in his place.

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33.       Board Meetings:
            The Board shall meet at least once in every 3 months and at lease four such meetings shall be held every year.  The Board may adjourn and otherwise regulate its meeting.  One-third of the total strength of the Board (any fraction being rounded off as one) or two directors whichever is higher, shall be the quorum for Board Meeting provided that such quorum shall not be deemed to be completed unless at least one official representing the administrative Department or the Finance Department of the Government of Kerala and one Director nominated by the President of India who is a Director for the time being is present.

34.       Director may summon meeting:
            The Chairman/ Managing Director may, and the Secretary on the requisition of any two Directors shall, at any time, convene a meeting of the Board of Directors.

35.       Sense of the meeting:
            Questions arising at any meeting shall be decided by a majority of votes.  In case of equality of votes, the Chairman shall have a second or a casting vote.  The decisions of the Board shall be subject to cancellation or suspension by the Governor at his discretion.

36.       Chairman of Directors meeting:

The Chairman of the Company shall be the person as appointed by the Governor from among the Directors appointed or nominated by the Governor.  The Chairman shall preside at all meetings of the Board and if at any meeting the Chairman is not present within 15 minutes after the time for holding the same, the directors present may choose one amongst themselves to be the Chairman of the meeting.

37.       Powers of Chairman
            The Chairman shall refer for the decision of the Governor any proposals or decisions of the Board which in his opinion raises an important issue fir to be so referred.

38.       Delegation of powers to committees:
            The Board may, subject to the restrictions laid down in section 292 of the Act and in these Articles, delegate any of their powers to, Committees consisting of such member or

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members of their body as they think fit, and may from time to time revoke such delegation.  Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may, from time to time be imposed upon it by the Board of Directors.  The proceedings of such a Committee shall be placed before the board of Directors at the next meeting and be subject to review by the board.

39.       Unless the Board resolves to the contrary
i)          The Chairman of the Board shall be the Chairman of the Committee.  If the Chairman is not present within 15 minutes of the time appointed for holding a committee meeting, the members of the committee present shall elect one amongst themselves as the Chairman for the meeting.
ii)         The quorum for a committee meeting shall be one-half of its total strength  (any fraction being rounded off to 1) or two directors whichever is higher.

  1. Subject to the above all the formalities for calling and conducting a Board Meeting shall be applicable to a meeting of the Committee.

 

40.       Resolution without Board meeting valid:

            Subject to the provisions of Section 289 of the act, a Resolution in writing circulated among all the Directors who are in India and signed by a majority of the Directors including the Managing director shall be as valid and effectual as if it had been passed at a meeting of Directors duly called and constituted.

41.       The seal:
            The seal not be fixed on any instrument except by the authority or the resolution of the Board and in the presence of such number of directors as the resolution of the Board and in the presence of such number of directors as the resolution authorizing affixation may stipulate or where the resolution is silent, any one director.

42.       Declaration of dividend:
            The Board may subject to the approval of the governor and sanction of the Company in general meeting declare divided in proportion to the amount paid up or credited as paid up on shares.
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43.       Capitalisation of reserves:
            Subject to the approval of the Governor, the Company may by resolution in General Meeting capitalize its undistributed surplus reserves and profits by issue of fully paid up bonus shares to its members in proportion to shares held by each of them.

ACCOUNTS

44.       Accounts to be kept:
            The company shall cause to be kept and maintained proper books of accounts as provided for under the provision of Section 209 and other relevant sections of the Act.

45.       Annual Account and Balance sheet:
            The directors shall, at some date not later than 18 months after the incorporation of the company and subsequently once at least in every calendar year lay before the Company in General Meeting a Balance Sheet and Profit & Loss Account for the financial year of the Company, in the case of the first account since the incorporation of the Company and in any other case the preceding account.

46.       Annual Report of Directors:
            The Directors shall make out and attach to every Balance Sheet a report with respect to the State of the Company’s affairs, the amount if any which they recommend should be paid by way of dividend and the amount if any which they propose to carry to the Reserve fund, General reserve Accounts shown specifically on the Balance Sheet or to a Reserve Fund, General Reserve or Reserve Account to be shown specifically in a subsequent balance sheet.  The report may be signed by the Managing Director and another Director on behalf of the Directors if authorized in that behalf by the Directors and when not so authorised shall be signed by such number of directors as are required to sign the Balance sheet and the Profit and Loss Account by virtue of sub-sections (1) and (2) of Section 215 of the Act.

47.       Accounts to be audited:
            Once at least in every financial year the accounts of the company shall be examined and the correctness of the Profit and Loss Account and Balance sheet ascertained by one or more auditors as provided in the Act.

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48.       When accounts to be deemed finally settled Every account of the Company when audited and approved by a General Meeting shall be conclusive except as regards any error discovered therein within three months next after the approval thereof.  Whenever any such error is discovered within the period, the account shall forthwith be corrected and tenceforth shall be conclusive.

AUDITORS
49.       Appointment of Auditors:
            The Auditor/Auditors of the Company shall be appointed or reappointed as per provisions of the Act.

50.       Comments upon or supplement to Audit Report:
            The company shall submit a copy of the Balance Sheet and Profit & Loss Account with a copy of the Auditor’s Report to the finance Secretary to the Government of Kerala, who shall have the right to comment upon or supplement to the audit report in such a manner as he may think fit.  Any such comments upon or supplement to the audit report if received by the Company at least 30 days prior to the date of the Annual General Meeting shall be placed before the Annual General Meeting of the Company at the same time and in the same manner as the Audit Report.
51.       Winding Up:
            If the company is wound up, the liquidator may, with the sanction of a Special Resolution of the Company and any other sanctioned required by the Act, divide amongst the  members in specie of kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not0 and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how much division shall be carried out as between the members or different classes of members.  The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

 

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SECRECY

52.       Secretary to be maintained by Directors and Staff:
           
            Every Director, General  Manager, Secretary, trustee for the Company, its Members or Debenture- Holders, member of a committee, Officer, Servant, Agent, Accountant, Auditor or other person employed in or about the business of the Company shall, if so required by the Board before entering upon his duties, sign a declaration pledging himself to observe strict secrecy respecting all transactions of the Company with its customers and the state of accounts with individuals and in matters relating thereto and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties, except when required so to do by the Board or by any meeting or by a Court of law and except so far as may be necessary in order to comply with any of the provisions of these Articles.

            No member or other person (not being a Director) shall be entitled to enter upon the property of the Company or to inspect examine the Company’s premises or properties of the company without the permission of the Board or, subject to Provisions of Table A to require discovery of any information respecting any details or trading of the Company or any matter which is or may be in the nature of the trade secret, mystery of trade, or secret process or of any matter whatsoever which may relate to the conduct of the business of the Company and which in the opinion of the Board it will be inexpedient in the interest of the members of the Company to communicate to the public.

DIRECTTIONS FROM THE GOVERNOR

53.       Directions from the Governor to be duly complied with:  Notwithstanding anything contained in any of these Articles, the governor may, from time to time, issue such directions or instructions as it may consider necessary to the Board of Directors or Managing Director in regard to the affairs or conduct of the business of the Company or Directors thereof and in like manner may vary and annual any such direction or instruction.  The Directors shall duly comply with and give immediate effect to the directions or instructions so issued.

 

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54.       Prior approval of the Governor:
                        The following matters shall require the prior approval of the Governor.

  1. to enter into an agreement involving foreign collaboration.
  2. to enter collaboration or partnership or arrangement for joint working in business, sharing of profits, joint ventures or reciprocal concession with any other Company, firm or Co-operative societies.
  3. to promote any other Company / Companies.
  4. to approve annual budget of the Company where there is a deficit proposed to be met for obtaining funds from the government.
  5. Matters relating to the revision of pay and allowances.
  6. Rules of the Company governing the conditions of service, provident fund and other matters.
  7. to create a post carrying a basic pay of over Rs. 2,250/-
  8. any programme of capital expenditure exceeding Rs. 20 Lakhs provided it does not form part of the project/ proposal already approved by the Government.
  9. Foreign tour of directors, managers, officers on business matter or such purposes.
  10. Sale, lease or disposal or the whole or substantially the whole of the undertaking of the Company.
  11. Investments in any of the Company.
  12. Formation of a subsidiary company.
  13. Winding up of the company.

INDEMNITY
55.       Indemnity:
            Subject to the provisions of Section 201 of the Act, every Director, Manager, Secretary and other Officer or employee of the Company shall be indemnified by the Company against, and it shall be the duty of the Directors to pay out of funds of the Company, all costs, losses and expenses (including traveling expense) which any Director, Manager, Secretary, Officer or employee may incur or become liable to by reason of any contract entered into or act or deed done by him or them as such Director, Manager, Secretary, Officer or servant or in any other way in the discharge of his duties and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company and have pr