1 MEMOR MEMOR MEMOR MEMOR MEMORANDUM OF A ANDUM OF A ANDUM OF A ANDUM OF A ANDUM OF ASSOCIA SOCIA SOCIA SOCIA SOCIATION TION TION TION TION OF OF OF OF OF ANDHRA PRADESH STATE CIVIL SUPPLIES CORPORATION LIMITED (A State Government Undertaking) I. The Name of the Company is ANDHRA PRADESH STATE CIVIL SUPPLIES CORPORATION LIMITED. II. The Registered Office of the Company will be situated in the State of Andhra Pradesh. III. THE OBJECTS FOR WHICH THE COMPANY IS ESTABLISHED ARE AS UNDER : (A) The main objects : 1. To engage in, promote improve, develop, counsel and finance production, purchase, storage, processing, movement, transport, distribution and sale of foodgrains, foodstuffs and any other essential commodities and to articles establish laboratories for the purpose of ensuring quality control, to train personnel in the technique of quality control, and to provide services and assistance of all kinds of the said purchases including capital credit, means, resources, technical and managerial services, advice and assistance. (B) Objects incidental or ancillary to the attainment of the main objects : 1. To plan formulate and execute projects and manage and administer such projects including shops, establishments or rice mills, flour mills or any other processing or manufacturing facilities which in the opinion of the Company is essential for the furtherance of the objects of the Company; 2. To take over from the Government of Andhra Pradesh any of the projects established with the objects of the Company in view ;
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MEMORMEMORMEMORMEMORMEMORANDUM OF AANDUM OF AANDUM OF AANDUM OF AANDUM OF ASSSSSSOCIASOCIASOCIASOCIASOCIATIONTIONTIONTIONTION
OFOFOFOFOFANDHRA PRADESH STATE CIVIL SUPPLIES
CORPORATION LIMITED
(A State Government Undertaking)
I. The Name of the Company is ANDHRA PRADESH STATE CIVIL SUPPLIESCORPORATION LIMITED.
II. The Registered Office of the Company will be situated in the State of Andhra Pradesh.
III. THE OBJECTS FOR WHICH THE COMPANY IS ESTABLISHED ARE AS UNDER :
(A) The main objects :
1. To engage in, promote improve, develop, counsel and finance production,purchase, storage, processing, movement, transport, distribution and saleof foodgrains, foodstuffs and any other essential commodities and toarticles establish laboratories for the purpose of ensuring quality control,to train personnel in the technique of quality control, and to provide servicesand assistance of all kinds of the said purchases including capital credit,means, resources, technical and managerial services, advice andassistance.
(B) Objects incidental or ancillary to the attainment of the main objects :
1. To plan formulate and execute projects and manage and administer suchprojects including shops, establishments or rice mills, flour mills or anyother processing or manufacturing facilities which in the opinion of theCompany is essential for the furtherance of the objects of the Company;
2. To take over from the Government of Andhra Pradesh any of the projectsestablished with the objects of the Company in view ;
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2 (a) To merge, amalgamate, reconstitute the company with any other company /companies or any other company / companies with this company, for thepurpose of rationalizing the activities of the company / companies, effectingeconomies and efficiency in operations or can be conveniently oradvantageously combined as per directives of Govt. of A.P. (Added as perResolution of the Members dated : 5.7.2004) ;
3. To promote and establish Companies and Associations for the furtheranceof the objects of the Company, and to acquire and dispose of shares ofsuch Companies and Associations ;
4. To undertake investigation, studies for preparation of feasibility, studiesand project reports for the establishment of any projects for execution bythe Company or by any other agency, connected with the objects of theCompany ;
5. To procure capital or financial assistance for any undertaking project orenterprise connected with the objects of the Company whether owned byGovernment, statutory body, private company, firm or individual or co-operative institution and to subscribe for or to underwrite or otherwisedeal in shares, debentures and securities of such institutions or individuals;
6. To produce, procure and provide plant, machinery, vehicles materials andstores, livestock and any other goods or services to any undertaking,project or enterprise and to grant or guarantee loans or advances to anycompany, association, co-operative institutions or individual engaged inactivities connected with the objects of the Company;
7. To investigate and examine the condition, prospects, value, characterand circumstances of any business undertaking, project or enterprise andgenerally of assets property and rights connected with the objects of theCompany and to employ and remunerate-experts or agencies for thispurpose ;
8. To acquire lands, develop them by providing communication, water supply,power supply and other facilities and make them available on such termsand conditions as may be agreed upon to any individual, association orconcern including co-operative institutions for any activity in furtheranceof the objectives of the Company ;
9. To carry on any other trade or business which in the opinion of the Companymay conveniently be carried on as ancillary or in connection with orcalculated directly or indirectly to enhance the value of or render profitableto any of the Company’s properties or rights ;
10. To acquire and undertake the whole or any part of the business, property
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and liabilities of any person or Company carrying on any business whichthe Company is authorized to carry on, or possessed of property suitablefor the purposes of this Company ;
11. To pay all costs, charges and expenses incurred or sustained in or aboutthe promotion and establishment of the Company, or which the Companyshall consider to be in the nature of preliminary expenses including there-in the cost of advertising, commissions and brokerage, in connection withissue of shares and / or debentures, printing and stationery and expensesattendant upon the formation of agencies ;
12. Upon any issue of shares, debentures or other securities of the Company,to employ brokers, commission agents and under writers and to providefor the remuneration of such persons for their services by payment incash, or by the issue of charges, debentures or other securities of theCompany or by the granting of options to take the same, or in any othermanner allowed by law ;
13. Generally to purchase, take on lease or in exchange, hire, or otherwiseacquire any real and personal property and any rights or privileges whichthe Company may think necessary or convenient for the purposes of itsbusiness and in particular any land, building, easement, machinery stores,plant, installations and stock-in trade ;
14. To construct, maintain and alter any buildings or works, necessary orconvenient for the purposes of the Company ;
15. To construct, improve, maintain, develop, work, manage, carry out orcontrol any roads ways, tramways, railways, branches or sidings, bridgesreservoirs, water courses, wharves, manufactories, warehouses, electricworks, shops, stores and other works and conveniences, which may seemcalculated directly or indirectly to advance the Company’s interests and tocontribute, subsidise or otherwise assist or take part in the construction,improvement, maintenance, working, management, carrying out or controlthereof ;
16. To develop and turn to account any land acquired by the Company or inwhich it is interested and in particular by laying out and preparing thesame for cultivation or building purposes, constructing, altering, pullingdown, decorating, maintaining, fitting up, and improving buildings and byplanting, paying, draining, farming, cultivating and letting on lease oragreement and by advancing money to and entering in to contractors andarrangement of all kinds ;
17. To apply for and take out, purchase or otherwise acquire any trade mark,patents, patent-rights, inventions, copyright, designs of secret processes,
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which may be useful for the Company’s objects, and to grant licence to usethe same, to work develop, carry out exercise and turn to account the same ;
18. To enter into any arrangements with Government of India, Government ofAndhra Pradesh or any other State Government or Union Territory or LocalAuthority or Companies, Associations or individuals or Co-operativeSocieties for the purpose of carrying out the objects or the Company orfurthering its interests and to obtain from such Government territory,Authority, Company, Association, person or Society, any charters /subsidies, loans, indemnities, grants, the company may think is desirableto obtain and exercise and comply with any such arrangements rights,privileges ;
19. To issue, or guarantee the issue, or the payment of interest, on the shares,debentures, debentures stock, or other securities, or obligations, in anyCompany or Association and to pay or provide for brokerage, commissionand underwriting in respect of any such issue ;
20. To draw, make, accept, endorse discount, negotiate and execute and tobuy, sell and deal in promissory notes, bills of exchange ; bills of ladingand other negotiable or transferable instruments ;
21. To borrow or raise or secure the payment of money in such manner asthe company shall think fit, and in particular by the issue of debentures ordebenture stock, perpetual or otherwise, charged upon all or any of theCompany’s property (both present and future) including its, uncalled capitaland to purchase, redeem or pay off any such securities ;
22. To receive grants, loans, advances or other moneys or deposits, or otherwisefrom State or Central Government, Banks, Companies, Trusts, or any otherFinancial Institutions or Associations or individuals with or without allowanceof interest thereon ;
23. To lend money to any person or persons or Associations or Companies orCo-operative Societies in particular to customers and others having dealingswith the Company on such terms and conditions and may deem expedient ;
24. To invest the moneys of the Company, not immediately required in suchmanner, other than in the shares of this company as from time to timemay be determined ;
25. To acquire by subscription, purchase or otherwise and to accept and takehold and sell shares or stock in any Company Society or undertaking, theobjects of which shall, either in whole or in part, be similar to those of thisCompany, or such as may be likely to directly or indirectly promote or advancethe interests of this Company ;
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26. To establish, maintain, subscribe to or subsidise or become member oftraining institutions, research laboratories research institutions, andexperimental workshops for scientific and technical research andexperiments in connection with and incidental to the objects of thisCompany ;
27. To employ or pay experts, foreign consultant, etc., in connection with theplanning and development of all or any of the business connected withthe Company’s operations ;
*28. To create any depreciation fund, reserve fund, sinking fund or any otherspecial fund, whether for depreciation or for repairing, improving, expandingor maintaining any of the property of the Company or for any other purposewhatsoever and to transfer any such fund or part thereof to any other fund,herein mentioned ;
29. To use trade marks or trade names or brands for the products and goods ofthe Company and adopt such means of making known the business andend products of the Company or of any Company in which this Company isinterested as may seem expedient and in particular by advertising innewspapers, magazines, periodicals by circulars, by purchase and exhibitionof works of art of interest, by opening stalls and exhibitions, by publicationand distribution of books, pamphlets and periodicals, calendars, almanacsand diaries, by distributing samples and by granting prizes, rewards anddonations ;
30. To apply the assets of the Company in any way in or towards theestablishment, maintenance or extension of any association, institutions orfund in any way connected with any trade or business or scientific researchindustry or commerce connected with the objects of the company ;
31. To appropriate, use or let out land belonging to the Company for streetsparks, pleasure grounds, allotments and other conveniences and topresent any such land so laid to the public or to any person or persons orcompany conditionally or unconditionally as the company thinks fit ;
32. To establish maintain and operate general educational institutions andhostels for the benefit of the children of the employees or ex-employeesof the company, their dependants or connections of such persons and othersand to make grants and awards and grant scholarships ;
33. To establish, maintain and operate technical training institutions and hostelsfor technical staff of all categories of offices, workers, clerks, technical
* Objects Clause No. 28 of Clause III (B) of Memorandum of Association as confirmed by theC.L.B. vide their orders dated 19.09.1988.
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and other personnel likely to be useful to or assist any business which thecompany is authorized to carry on ;
34. To acquire or take over with or without consideration and carry on the businessof securities, treasurers, agents, by themselves or in partnership with othercompany or partnership of concern, whose objects may be similar in part orin whole, to those of the Company ;
35. To let out on lease or on hire, all or any of the property of the Company eitherimmovable or movable including all and every description or apparatus orappliances ;
36. To provide for the welfare of employees or ex-employees of the Companyand the wives and families or the dependants or connections of such personsby building or contributing the building of houses, dwellings or by grants ofmoney, pension, allowances, bonus or other payment or by creating andfrom time to time subscribing to provident and other associations,institutions, funds or trusts and by providing or subscribing or contributingtowards places of instructions and recreations, hospitals and dispensaries,medical and other attendances and other assistance as the company shallthink fit ;
37. To establish agencies or branches in India and elsewhere and to discontinuethe same ;
38. Generally to do all such other matters and things as may appear to beincidental or conducive to the attainment of the objects or any of them orconsequential upon the exercise of its powers or discharge of its duties.
(C) OTHER OBJECTS :
1. To carry on the business of carriers and for this purpose acquisition andmaintenance of transport and establish factories for their maintenance orrepair ;
2. To manufacture, buy, stock, sell, import, export, hire, install, operate andgenerally deal in any plant and machinery, stores, tools, materials, goods,equipment, vehicles and all services of any description which in the opinionof the Company may be dealt with conveniently by Company in furtheranceof the objects of the Company ;
3. To act as agent for Government or other authorities or any manufacturers,merchants and others and to transact and carry on agency business ofevery kind and of any description relating to the purpose of the Company.
IV. The liability of the members is limited.
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V. The authorised Share Capital of the Company is Rs. 10 Crores divided into 1,00,000equity shares of Rs. 1,000/- each with the rights privileges and conditions attachingthereto as may be provided by the Articles of Association of the Company for the timebeing with power to increase and reduce the Capital of the Company and to divide theequity shares in the Capital for the time being into several classes and to attach theretorespectively such preferential, or special rights, privileges and conditions as may bedetermined by or in accordance with the Articles of Association of the Company and tovary, modify, amalgamate or abrogate any such rights, privileges or conditions in suchmanner as may for the time being be provided by the Articles of Association of theCompany, but subject always to the provisions of the Companies Act,1956. The totalcapital of the Company shall be contributed by the State Government and the Companyshall be wholly owned by the State Government.
We, the several persons, whose names and addresses are subscribed below, aredesirous of being formed into a company in pursuance of this Memorandum of Associationand we respectively agree to take the number of equity shares in the capital of the Companyset opposite our respective names.
SI. Name of Address, description Number of shares Signature of Signature ofNo. subscriber and occupation, if any taken by each subscribers witnesses and their
subscriber names, addresses,description andoccupation
1 2 3 4 5 6
1. Governor of Commissioner of One Equity Share Sd/-A.P. through Sri Civil Supplies andE.V. Rami Reddy, Ex-officio SecretaryI.A.S. to Government, Food
& Agr. (C.S.) Dept.
2. Sri S.V. Subramanian,Director of Civil One Equity Share Sd/-I.A.S. Supplies and Ex-
Officio Dy. Secretaryto Govt., F & A (C.S.)Dept.
3. Sri T.R. Prasad, Director of A.P. State One Equity Share Sd/-I.A.S. Civil Supplies
Corporation Ltd.
These particulars are required to be added bythe subscribers in their own hand.
Dated this 20th day of December, 1974 at Hyderabad.
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ARARARARARTICLES OF ASTICLES OF ASTICLES OF ASTICLES OF ASTICLES OF ASSOCIASOCIASOCIASOCIASOCIATIONTIONTIONTIONTION
OFOFOFOFOFANDHRA PRADESH STATE CIVIL SUPPLIES
CORPORATION LIMITED
(A State Government Undertaking)
1. Definitions : In these Articles unless the context otherwise requires :-
(a) “Company” means the Andhra Pradesh State Civil Supplies Corporation Private Limited
(b) “Act” means the Companies Act, 1956 (Central Act 1 of 1956) ;
(c) “Office” means the Registered Office for the time being of the Company ;
(d) “Government” means the Government of Andhra Pradesh ;
(e) “Register” means the register of members to be kept pursuant to section 150 of the Act ;
(f) “Dividend” means dividend declared by the Company ;
(g) “Capital” means the capital for the time being raised or authorised within the limit of theCompany and also includes the paid up capital of the Company ;
(h) “Shares” means the shares of stocks into which the Capital is divided and the interestcorresponding with such shares or stocks ;
(i) “Board” means Board of Directors ;
(j) “Directors” means the Directors for the time being of the Company ;
(k) “Persons” includes any Company or Association or body of individuals whether incorporatedor not ;
(l) “Month” means a calendar month ;
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(m) “In writing” or “written” includes Printing, lithography and other modesrepresenting or reproducing words in a visible form ;
(n) “Executor” or “Administrator” means a person who has obtained probateor letters of administration as the case may be, from a competent Court ;
(o) “Regulations of the Company” means the regulations for the time beingin force for the management of the Company ;
(p) “Seal” means the common seal for the time being of the Company ;
(q) “Governor” means the Governor of Andhra Pradesh ;
(r) “Chairman” means the Chairman of the Board of Directors for the timebeing of the Company ; and
(s) “Year” means the financial year ; and
(t) “Bye Laws” means the Bye Laws which may be made by the Directorsof the Company under these articles and which may for the time beingbe in force ; Unless the context therein requires, the words orexpressions, contained in these Articles shall bear the meaning as inthe Act, or any statutory modification thereof in force at the date onwhich the regulations became, binding on the Company.
2. (a) The Company is a Private Limited Company within the meaning ofsection 3(1)(iii) of the Act and accordingly ;
(b) The right of transfer of shares shall be restricted as hereinafter provided ;
(c) The number of members of the Company shall not exceed 50 (fifty)excluding :
(i) Persons who are in the employment of the Company ; and
(ii) Persons who having been formerly in the employment of the Companywere members of the Company, whilst in that employment and havecontinued to be members after the employment ceased ;
Provided that where two or more persons hold one or more sharesin the Company jointly, they shall, for the purpose of this provision, betreated as single member ; and
(d) No invitation shall be issued to the Public to subscribe for any shares inor debentures of the Company.
3. The regulations contained in table ‘A’ in the first Schedule to the Act shall notapply to the Company except in so far as they have been specifically by orunder these Articles.
PrivateCompany
Table ‘A’not to apply
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4. The regulations for the management of the Company and for the observanceof the members thereof and their representatives shall subject to any exerciseof the statutory powers of the company in reference to the repeal or alterationof or addition to its regulations by special resolution as prescribed or permittedby Act, be such as are contained in these Articles.
5. (a) The Authorised Share Capital of the Company is Rs. 10,00,00,000(Rupees Ten Crores) divided into 1,00,000 (Rupees One Lakh) equityshares of Rs. 1,000 (Rupees One thousand) each.
(b) The total share Capital shall be contributed by the State Government.
6. No part of the funds of the Company shall be employed in the purchase of orin loans upon the Security of the Company’s shares. All income of theCompany shall belong to the Price Equalisation / Stabilisation Fund,Department of Civil Supplies, Government of Andhra Pradesh.
7. Subject to the provisions of the Act and these Articles and to the rights of theGovernment, the shares shall be under the control of the Board of Directors.
8. Every person whose name is entered as a member in the register shall withoutpayment of any fee or charge, be entitled to a certificate under the seal of theCompany specifying the share or shares held by him and the amount paidthereon :
Provided that in respect of a share or shares held jointly by several persons,the Company shall not be bound to issue more than one certificate and deliveryof a share certificate to one of several joint holders shall be sufficient deliveryto all.
9. Every certificate of shares shall specify the number and denoting number ofthe shares in respect of which it is issued and the amount paid up there onand shall be signed by at least two directors subject to Companies (issue ofshare certificates) Rules, 1960.
10. If any share certificate is defaced, torn or old, decrepit, worn out, or there isno further space on the back thereof for endorsement of transfer, then uponthe surrender thereof of the Company, it may order the same to be cancelledand issue a new certificate in lieu thereof.
If any share certificate is lost or destroyed, it may be renewed on obtainingprior consent of the Board and on payment of a fee of 50 paise and in suchreasonable terms, if any as to evidence and indemnity and the payment ofout of pocket expenses incurred by the Company in investigating evidence,as the directors think fit.
11. The Directors may from time to time make calls upon the members in respectof any moneys unpaid on their shares and specify the times of payments
Company to begoverned by theseregulations
Capital
Allotment ofShares
ShareCertificate
Particulars onshare certificate
Issue of new sharecertificate in place ofone defaced torn orold decrepit worn outor lost or destroyed
Calls on shares
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and each member shall pay to the Company at the time or times so specifiedthe amount called on his shares.
Provided however, that the Directors may, from time to time at their discretionextend the time fixed for the payment of any call.
12. Repealed and Deleted.
13. (1) (2) (a) (b), (3) (4) (5) Repealed and Deleted.
14. (1) (2) Deleted
15. (1) (2) (3) (4) Deleted
16. Deleted
17. Deleted
18. Deleted
19. The Company shall have the first and paramount lien on every share (notbeing a fully paid share) for all moneys (whether presently payable or not)called or payable at a fixed time in respect of that share, and the Companyshall also have a lien on all shares (other than fully paid shares) standingregistered in the name of a single person, for all moneys presently payableby him or from his estate to the Company, but the Directors may, at anytime, declare any share to be wholly or in part exempt from the provisions ofthis Article. The Company’s lien, if any, on the share shall extend to alldividends payable thereon.
20. The Company may sell, in such manner as the Directors think fit, any shareson which the Company has a lien, but no sale shall be made unless a sum inrespect which the lien exists is presently payable, not until the expiration offourteen days, after a notice in writing stating and demanding payment ofsuch part of amount in respect of which the lien exists as is presently payable,has been given to the registered holder for the time being of the share, or thepersons entitled thereto by reason of his death or insolvency.
21. The Proceeds of the sale shall be received by the Company and shall beapplied in payment of such part of amount in respect of which the lien existsas is presently payable and the residue if any shall (Subject to a like lien forsums not presently payable as existed upon the shares prior to the sale) bepaid to the persons entitled to the shares at the date of the sale. The purchasershall be registered as the holder of the shares and he shall not be bound tosee to the application of the purchaser money, nor shall his title to the sharesbe affected by any irregularity or invalidity in the proceedings in reference tothe sale.
Company’s lien onshares
Enforcement of lienby sale
Application ofproceeds of Sales
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22. The right of members to transfer their shares shall be restricted as follows:-
(a) A share may be transferred by a member or other person entitled totransfer only to a person approved by the Government.
(b) Subject to section III of the Act and subject as aforesaid, the Directorsmay, in their absolute and uncontrolled discretion, refuse to register anyproposed transfer of shares.
23. If the Directors refuse to register the transfer of any shares they shall, withintwo months of the date on which the instrument of transfer is delivered to theCompany send to the transfer notice of the refusal.
24. Save as herein otherwise provided the directors shall be entitled to treat theperson whose name appears on the register of members as the holder ofany shares, as the absolute owner thereof and accordingly shall not (Exceptas ordered by a Court of competent jurisdiction or as by law required) bebound to recognise any ‘Benami’ trust or equity or equitable contigment orother claim to or interest in such share on the part of any persons, whetheror not it shall have express or implied notice thereof.
25. The instrument of transfer of any share in the Company shall be executedboth by the transferor and transferee and the transferor shall be deemed toremain holder of the share until the name of the transferee is entered in theregister of members of in respect thereof.
26. Shares in the Company shall be transferred in form 7(B) prescribed in theCompanies (Central Government’s) General Rules and Forms, 1956.
27. Every instrument of transfer shall be left at the office for registration,accompanied by the certificate of shares to be transferred and such evidenceas the Company may require to prove the title of the transfer or his right totransfer shall be retained by the Company, but any instrument of transferwhich the Director may decline to register shall on demand be returned tothe persons depositing the same.
28. Nothing contained in Article 23 shall prejudice any power of the Company toregister as shareholder any person to whom the right to any shares in theCompany has been transmitted by operation of law.
29. A fee not exceeding two rupees may be charged for each transfer and shallif required by the Directors be paid before the registration thereof.
30. The register of members or the register of debenture holders may be closedfor any period or periods not exceeding in the aggregate 45 days in any yearbut not exceeding 30 days at any time after giving not less than 7 days previousnotice by advertisement in some newspaper circulating in the District in whichthe registered office of the Company is situated.
Transfer andtransmission ofshares
Refusal to registertransfer
Company not boundto recognise anyinterests in sharesother than that of theregistered holders
Execution oftransfer
Form oftransfer
Transfer to be left atoffice and evidenceof title to be given
Transmission byoperation by law
Fee on transfer
When register ofmembers anddebenture holdersmay be closed
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31. The Directors shall have the same right to refuse to register the name of aperson entitled, by transmission to any shares or his nominee, as if he werethe transferee named in an ordinary transfer presented for registration.
32. Subject to the approval of the Government the Directors may, with the sanctionof the Company 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.
33. New shares shall be issued upon such terms and conditions and with suchrights and privileges annexed thereto as the Company may in its generalmeeting direct and if no such direction be given as the Directors shalldetermine.
Provided that no shares (not being preference shares) shall be issued carryingvoting right or rights in Company as to dividend, capital or otherwise whichare disproportionate to the rights attaching to the holders of other shares(not being preference shares)
34. Except so far as otherwise provided by the conditions of issue, or by theseArticles, any capital raised by the creation of new shares shall be consideredpart of the original capital and shall be subject to the provision herein containedwith reference to the transfer and transmission, lien, voting, surrender andotherwise.
35. The new shares shall be offered to the members in proportion to the existingshares held by each member and such offer shall be made by noticespecifying the number of shares to which the member is entitled and limitinga time within which the offer if not accepted will be deemed to be declinedand after the expiry of such time or on receipt of an intimation from the memberto whom such notice is given that he declines to accept the shares offered,the Directors may dispose of the same in such manner, as they think mostbeneficial to the Company.
36. Subject to the provisions of section 100 to 104 of the Act and to such directionsas may be issued by the Government in this behalf the Company, may, fromtime to time by special resolution reduce its capital by paying off capital orcancelling capital which has been lost or as unrepresented by available assets,or is superfluous or by reducing the liability on the shares or otherwise asmay seem expedient and capital may be paid off upon the footing that it maybe called up again or otherwise and the Director may, subject to the provisionsof the Act, accept surrender of shares.
37. The Company in general meeting may, from time to time, sub-divide orconsolidate its shares or any of them and exercise any other powersconferred by section 94 of the Act and shall file with the Registrar such noticeof exercise of any such powers as may be required by the Act.
Directors right torefuse registrationsubject to theprovision of section 3of the Act.
Power to increaseCapital
On what conditionnew shares may beissued
How far new sharesto rank with shares inoriginal capital
New shares to beoffered to members
Reduction of capitaltax
Sub-division andconsolidation ofshare
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38. If at any time, the capital by reason of the issue of preference shares or otherwise is divided into different classes of shares, all or any of the right andprivilege attached to each class may, subject to the provisions of sections106 and 107 of the Act be modified abrogated or dealt with by agreementbetween the Company and by any person purporting to contract on behalf ofthat class provided that such agreement is (a) ratified in writing by the holderof shares of that class of at least three fourths of the nominal issue value ofthem or (b) confirmed by a resolution passed at a separate general meetingand supporting by the votes of at least three fourths of the holders shares ofthe class and all the provisions hereinafter contained as to general meetingshall mutatis - mutandis apply to every such meeting, except that the quorumthereof shall be members holding or representing by proxy one fifth of thenominal amount of the issued shares of that class. This Articles shall not byimplication curtail the power of modification which the Company would haveif the Article were omitted.
39. The Directors may from time to time, borrow or secure the payment of anysum or sums of money for the purpose of the Company by means of aresolution passed at a meeting of the Board.
40. The Directors may, secure the repayment of such money in such mannerand upon such terms and conditions in all respect as they think fit and inparticular, by the issue of bonds perpetual or redeemable debenture, stockor any mortgage, charge or other security on the undertaking of the whole orany part of the property of the Company (both present and future) includingits uncalled capital for the time being.
41. Debenture, debenture-stock, bonds or other securities may be madeassignable free from any equities between the Company and the person towhom the same may be issued.
42. Subject to the approval of the Government and the Provisions of section 117of the Act, any debentures, debenture-stock bonds or other securities maybe issued at a discount premium or otherwise, and with any special privilegesas to redemption, surrender, drawings, allotment of shares, attending generalmeetings of the Company, appointment of Directors and otherwise.
43. Whenever any uncalled capital of the Company is charged, all persons takingsubsequent charge thereon shall take the same subject to such prior chargeand shall not be entitled by notice to the shareholders or otherwise to obtainpriority over such prior charge.
44. If the Directors or any of them or any other persons shall become personallyliable for the payment of any sum primarily due from the Company the Directormay execute or cause to be executed any mortgage, charge or security overor affected the whole or any part of the assets of the Company by way ofindemnity to secure the Directors or persons so becoming liable as aforesaid
Power to modify
Power to borrow
Conditions on whichmoney may beborrowed
Securities may beassignable free fromequities
Issues at discountetc., or with specialprivileges
Persons not to havepriority over any priorcharges
Indemnity may begiven
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from any loss in respect of such liability.
45. The first Annual General Meeting of the Company shall be held within eighteenmonths of its incorporation. The Company shall in each calendar year holdin addition to any other meetings an Annual General Meeting. Not more than15 months shall elapse between the date of one Annual General Meetingand that of the next. The first Annual General Meeting and the subsequentAnnual General Meetings of the Company shall be held in accordance withthe provisions of section 166 of the Act. All meetings of the Company otherthan the Annual General Meetings shall be called Extra-ordinary meetings.
46. Subject to the provision of section 169 of the Act the Directors may, wheneverthey think fit and they shall, on the requisition of the holders of not less thanone tenth of the paid up capital of the Company as at that date carried a rightof voting in regard to that matter and on which all calls or other sums thendue have been paid forth with proceed to convene and extra-ordinary meetingof the Company and in the case of such requisition the following provisionsshall have effect.
(1) The requisition must state the objects of the meeting and must be signedby the requisitionists and deposited at the office and may consist ofseveral documents in like form each signed by one or more requisitions.
(2) If the Directors of the Company do not proceed within twenty one daysfrom the date of the deposit of the valid requisition to cause a meeting tobe called for the consideration of these matters on a day not later thanforty-five days from the date of the deposit of the requisition, therequisitionists or a majority of them in values may themselves convenethe meeting but any meeting so convened shall be held within threemonths from the date of the deposit of the requisition.
(3) Any meeting convened under this Article by the requisitionists shall beconvened in the same manner as nearly as possible at that in whichmeetings are to be convened by the Directors. If after a requisition hasbeen received, it is not possible for a sufficient number of Directors tomeet in time so as to form a quorum, any Director may convene asExtra-ordinary General Meeting in the same manner as nearly aspossible as that in which meetings may be convened by the Directors.
47. A general meeting of the Company, may be called by giving not less thantwenty one days notice in writing specifying the place, day and hour of themeeting, with a statement of the business to be transacted at the meeting.Such notice shall be served on every member in the manner hereinafterprovided, but with the consent in writing of all the members entitled to receivenotice of the same any particular meeting may be convened by such shorternotice and in such manner as those members may think fit.
General Meetings
When Extra-ordinarymeeting to be called
Notice of meeting
16
Provided, however, that where any resolution is intended to be passed as aspecial resolution at any general meeting as required by sub-section (2) ofsection 189 of the Act, notice of such meeting specifying the intention topropose the resolution as a special resolution shall be served.
48. The accidental omission to give notice to or the non - receipt of notice by, anymember or other person to whom it should be given shall not invalidate theproceedings at the meeting.
49. The business of an Annual General Meeting shall be to receive and considerthe Profit and Loss Account, the Balance Sheet and the Report of the Directorsand of the Auditors, to appoint and fix the remuneration of Auditors. (Deletedat E.G.M. held on 25-7-77) and to transact any other business which underthese Articles ought to be transacted at an Annual General Meeting. All otherbusiness transacted at an Annual General Meeting and all businesstransacted at an Extra-ordinary Meeting shall be deemed special.
50. Two members present in person shall be quorum for a general meeting.
51. 1) The Governor so long as he is a shareholder of the Company, may fromtime to time, appoint one or more persons (who need not be a memberor members of the Company) to represent him at all or any meetings ofthe Company.
2) Any one of the persons appointed under sub-clause (1) of this Articlewho is personally present at the meeting shall be deemed to be a memberentitled to vote and be present in person and shall be entitled to representthe Governor at all or any such meetings and to vote on his behalf whetheron a show of hands or on a poll.
3) The Governor may, from time to time cancel any appointment madeunder sub-clause (1) of this Article and make fresh appointments.
4) The production at the meeting of an order of the Governor evidence asprovided in the Constitution of India shall be accepted by the Companyas sufficient evidence of any such appointment or cancellation asaforesaid.
5) Any person appointed by the Government under this Article may, if soauthorised, by such order, appoint a proxy whether specially or generally.
52. The Chairman of the Directors shall be entitled to take the Chair at everygeneral meeting or if there be no such Chairman, or if at any meeting heshall not be present within fifteen minutes after the time appointed for holdingsuch meeting or is unwilling to act as chairman the members present shallchoose another Director as Chairman and if no Director shall be present orif all the Directors present decline to take the Chair, then the members presentshall choose one of their members to be Chairman.
Omission to givenotice
Business of AnnualGeneral Meeting
Quorum
Right of Governor toappoint any personas his representative
17
The Vice-Chairman and Managing Director of the Corporation shall be entitledto take the Chair at every Board Meeting, every general meeting, and everycommittee meeting in the absence of the Chairman.
53. If within fifteen minutes from the time appointed for the meeting a quorum isnot present, the meeting if convened upon such requisition as aforesaid shallbe dissolved; but in any other case it shall stand adjourned to the same dayin the next week at the same time and place, and if at such adjourned meetinga quorum is not present those members who are present shall be a quorumand may transact the business for which the meeting was called.
54. Every question submitted to a meeting shall be decided by a show of handsand in the case of an equality of votes the Chairman shall have a castingvote in addition to the vote or votes to which he may be entitled as a member.
55. At any general meeting resolution put to vote of the meeting shall be decidedon a show of hands, unless a poll is, before or on the declaration of the resultof the show of hands, demanded by a member present in person or proxy orby duly authorised representative and unless a poll is so demanded, adeclaration by the Chairman, that a resolution has or has not on a show ofhands, been carried or carried unanimously or by a particular majority, andan entry to that effect in the book of proceedings of the Company, shall beconclusive evidence of the fact, without proof of the number of proportions ofthe vote recorded in favour of or against that resolution.
56. If a poll is duly demanded, it shall be taken in such manner and at such timeand place as the Chairman of the meeting directs and either at once, or afteran interval of adjournment or otherwise and the result of the poll shall bedeemed to be resolution of the meeting at which the poll was demanded.The demand of a poll may be withdrawn at any time before the poll is taken.
57. The Chairman of a general meeting may, with the consent of the memberspresent at the meeting, adjourn the same, from time to time and from placeto place, but no business shall be transacted at any adjourned meeting otherthan the business left unfinished at the meeting from which the adjournmenttook place.
58. Subject to provision of Section 180 of the Act, any Poll duly demanded on theelection of a Chairman of a meeting or on any question of adjournment shallbe taken the meeting and without adjournment.
59. The demand of a poll shall not prevent the continuance of a meeting for thetransaction of any business other than the question on which a poll has beendemanded.
60. The Chairman of any meeting shall be the sole judge of the validity of everyvote tendered at such meeting. The Chairman present at the taking of a pollshall be sole judge of the validity of every vote tendered at such poll.
If quorum not presentwhen meeting to bedissolved andadjourned
How questions to bedecided at meeting
What is to beevidence of passingof a resolution, wherepoll not demanded
Poll
Power to adjournGeneral Meeting
In what cases Polltaken withoutadjournment
Chairman’s decisionconclusive
18
61. Upon a show of hands every member present in person shall have one voteand upon a poll every member present in person or by proxy or by dulyauthorised representative shall have one vote for every share held by him.
62. A proxy shall not be entitled to vote on a show of hands.
63. Any person entitled under the transmission clause to any share may vote atany general meeting in respect of the same manner as if he were theregistered holder of such shares provided that the forty-eight hours at leastbefore the time of holding the meeting or adjourned meeting as the casemay be at which he proposes to vote, he shall satisfy the Directors of hisright to such share unless the Directors shall have previously admitted hisright to such shares or his right to vote at such meeting in respect thereof.
64. Where there are joint registered holder of any share of any one of suchpersons may vote at any meeting either personally or by proxy, in respect ofsuch share as if he were solely entitled thereto, and if more than one suchjoint holders be present the joint holder whose name stands first on the registerin respect or such share shall alone be entitled to vote in respect thereof.Several executors or administrators of a deceased member in whose nameany share stands shall for the purposes of this clause be deemed joint holdersthereof.
65. A member of unsound mind or in respect of whom an order has been madeby any court having jurisdiction in lunacy, may vote either on a show of handsor on poll by his committee or other legal guardian, and such any committeeor guardian may on a poll, vote by proxy.
66. On a poll, votes may be given either personally or by proxy or by dulyauthorised representative.
67. A member entitled to attend and vote at a meeting may appoint another person(whether a member or not) as his proxy to attend a meeting and vote on apoll. No member shall appoint more than one proxy to attend on the sameoccasion. A proxy shall not be entitled to speak at a meeting or to vote excepton a poll. The instrument appointing a proxy shall be in writing and be signedby the appointer is a body corporate, be under its seal or be signed by anofficer or an attorney duly authorised by it.
68. 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 orauthority, shall be deposited less than forty-eight hours before the time forholding the meeting or adjourned meeting at which the person named in theinstrument proposes to vote, or in the case of a poll not less than 24 hoursbefore the time appointed for taking of the poll and in default the instrumentof proxy shall not be treated as valid.
Votes of members
Voting by proxy onshow of hands
Votes in respect ofshares of Deceasedand Bankruptmembers
Joint Holders
Proxies permitted
Votes in respect ofshares of membersof unsound minds
Instrumentappointing proxy tobe in writing
Instrumentappointing proxy tobe deposited atoffice
19
69. A vote given in accordance with the terms of an instrument of a proxy shall bevalid notwithstanding the previous death or insanity of the principal, or therevocation of the proxy was executed or the transfer of the shares in respectof which the proxy is given provided that no intimation in writing of such death,insanity revocation or transfer or transmission shall have been received atthe office of the Company before the commencement of the meeting oradjourned meeting at which the proxy is used.
70. An instrument appointing a proxy may be in the following form or in any otherform which the Director shall approve :
ANDHRA PRADESH STATE CIVIL SUPPLIES CORPORATION (PRIVATE) *LTD.
“I ........................................................................ of ................................... in thedistrict of.......................................... being a member of the above namedCompany hereby ........................................... appoint .................................. of.............................. in the District of ...................................................... as myproxy to vote for me on my behalf at the (annual or extraordinary, as the casemay be) general meeting of the Company to be held on the.......................................... day of ...................................... and at anyadjournment thereof”, Signed the .......................... dayof...........................................
71. No member shall be entitled to be present or to vote any question eitherpersonally or by proxy at any general meeting or upon a poll, or be reckonedin quorum whilst any call or other sum shall be due and payable to the companyin respect of any of the shares of such members.
72. No objection shall be made to the validity of any vote except at the meeting orpoll at which such vote shall be tendered, and every vote whether givenpersonally or by proxy, not disallowed at such meeting or poll, shall be deemedvalid for all purposes of such meeting or poll whatsoever.
73. (a) The Government shall from time to time determine the number of Directorsof the Company which shall not be less than two and shall not exceedeight.
(b) The Directors are not required to hold any qualification shares.
(c) The following shall be first Directors of the Company.
When vote by proxyvalid throughauthority revoked
Form of Proxy
* Deleted by. Regr. of Cos on 21-8-76.
No member entitledto vote etc., while calldue to Company
Time for objection tovote
Number of Directors
20
(1) Sri E.V. Rami Reddy, IAS, Commissioner of Civil Supplies Ex -OfficioSecretary to Government, F & A (C.S.) Department.
(2) Sri K. Subramanyam, IAS, Secretary to Government F & A, Department.
(3) Sri B.P.R. Vittal, IAS, Secretary to Government, Finance & PlanningDepartment.
(4) Sri T.R. Prasad, IAS, Special Officer, A.P. State Civil Supplies Corporation(P) Limited.
(5) Sri S.V. Subramaniyan, IAS, Director of Civil Supplies & Ex-Officio Dy.Secretary to Government, F & A Department.
(6) Sri C.R. Krishna Swamy Rao Saheb, IAS, Secretary to Chief Minister.
(7) Brig. G.M. Sayeed, IAS, Retd. Shanthinagar. Appointed with effect from18-1-75
74. (1) (a) The Directors including the Chairman, the Vice-Chairman &Managing Director and Addl. Mg. Director, if any, shall be appointedby the Govt. and shall be paid such salary and / or allowance as theGovt. may from time to time determine. Subject to the provisions ofSec. 314 of the Act, such reasonable additional remuneration asmay be fixed by the Govt. may be paid to any one or more of theDirectors for extra or special services rendered by him or them orotherwise. In the event of Govt. not appointing a Chairman at anytime, the Commissioner of Civil Supplies shall be the Chairman ofthe Company.
(b) The Government may determine the period for which the Chairmanand the Vice-Chairman & Managing Director are to hold theirrespective offices.
(c) The Government shall have the power to remove any Directorincluding the Chairman and the Vice-Chairman and ManagingDirector, from office at any time in their absolute discretion.
(d) The Government shall have the right to fill any vacancy in the officeof the Directors caused by the removal, resignation, death orotherwise.
74. (2) (i) At every Annual General Meeting of the Company all the Directorsexcept the Chairman and the CCS, DCS and VC & ManagingDirector, shall retire from office.
The Chairman shall continue in his office and retire on completionof his tenure fixed by the Govt. order irrespective of the date of A.G.M.
Appointment ofDirectors
21
However, the retiring Directors shall be eligible for reappointment atthe discretion of the Government.
(ii) The Chairman shall continue as non-retiring Director till completionof his tenure. The Commissioner of Civil Supplies, Director of CivilSupplies and the Vice-Chairman and Managing Director shall alsocontinue as non-retiring Directors.
74. (A) “Sitting Fees, Travelling and Daily Allowance payable to Directors forattending any of the Board Meeting or of any sub-committee ‘or’ AnnualGeneral Meeting ‘or’ Extraordinary General Meeting for any journey undertaken in connection with the affairs of the Company shall be regulatedby the Board of Directors.”
(B) Further resolved that the sitting fees so far paid to Directors andcommittee members be and is hereby approved and ratified.
75. The business of the Company shall be managed by the Directors who maypay all expenses incurred in getting the Company registered and may exerciseall such powers of the company registered and may exercise all such powersof the Company as are not by the Act, or any statutory modification thereoffor the time being in force or by these Articles required to be exercised by theCompany in general meeting, subject nevertheless to the provisions of theseArticles to the provisions of the Act, and to such regulations not beinginconsistent with the provisions, as may be prescribed by the Company ingeneral Meeting but no regulation made by the Company in general meetingshall invalidate any prior act of the Directors which would have been valid ifthat regulation had not been made.
76. Without prejudice to the general powers conferred by the Article 76, and theother powers conferred by these Articles but subject to the provisions ofsection 292 of the Act, the Directors shall have following powers, namely.
(1) To purchase, take on lease or otherwise acquire for the Company,property rights or privileges which the Company, is authorised to acquireat such price, and generally on such terms and conditions as they thinkfit ;
(2) To authorise the undertaking of works of a capital nature, subject to thecondition that all cases involving a capital expenditure exceeding rupeesten lakhs shall be referred to the Government for their approval beforeauthorisation.
(3) To pay for any property, rights or privileges acquired by, or servicesrendered to the Company either wholly or partially in cash or in shares,bonds, debentures or other securities of the Company and any suchshares may be issued either a fully paid up or with such amount creditedas paid up there on as may be agreed upon ; and any such bonds,
Inserted byamendment passedby E.G.M. held on25-7-77
General power ofcompany vested inDirectors
Specific power toDirectors
22
debentures or other securities may be either specifically charged uponall or any part of the property of the Company and its uncalled capital ornot so charged.
(4) To secure the fulfillment of any contracts or engagement entered into bythe Company by mortgage or charge of all or any of the property of theCompany and its uncalled capital alignment for time being or in suchother manner as they may think fit.
(5) To appoint at their discretion, remove or suspend such managers,secretaries, officers, clerks, agents and servants for permanent,temporary or special services as they may from time to time, think fit,and to determine their powers and duties and fix their salaries oremoluments and to require security of such amount as they think fit insuch instances ;
Provided that no appointment the maximum basic pay for which is Rs.1500 or more per mensem shall be made without the prior approval ofthe Government.
(6) To appoint any person or persons (whether incorporated or not) to acceptand hold in trust for Company any property belonging to the Company orin which it is interested or for any other purposes and to execute and dosuch deeds and things as may be requisite in relation to any such trustand to provide for the remuneration if such trustee or trustees ;
(7) To institute, conduct, defend, compound or abandon any legalproceedings by or against the Company or its officers or otherwiseconcerning the affairs of the Company and also to compound and allowtime for payment or satisfaction of any claims or demands by or againstthe Company ;
(8) To refer any claims or demands by or against the Company to arbitration,and observe and perform the awards ;
(9) To make and give receipts, releases and other discharge for money payableto the Company and for the claims and demands of the Company ;
(10) To determine the person who shall be entitled to sign on the Company’sbehalf, bills, notes, receipts, acceptances, endorsements, cheques,releases, contract and documents ;
(11) To appoint any person to be the attorney or agent of the Company withsuch powers (including power to such delegate) and upon such termsas may deem fit;
(12) To invest in the Reserve Bank of India or in such securities as may beapproved by the Government and deal with any of the moneys of the
23
Company upon such investments authorised by the Memorandum ofAssociation of the Company (not being shares in this Company) and insuch manner as they think fit, and from time to time to vary or releasesuch investments ;
(13) To execute in the name and on behalf of the Company in favour of anyDirector or other person who may incur or be about to incur any personalliability for the benefit of the Company such mortgages of the Company’sproperty (present and future) as they think fit and any such mortgagemay contain a power of sale and such other, covenants and provisionsas shall be agreed upon ;
(14) To give to any person employed by the Company a commission on theprofits of any particular business transaction or a share in the generalprofits and such commission on share of profits shall be treated as partof the working expenses of the Company ;
(15) From time to time to make, vary and repeal bye-laws for the regulationof the business of the Company, its officers and servants ;
(16) To give, award or allow any bonus, pension, gratuity or compensation toany employee of the Company or his widow, children or dependantsthat may appear to the Directors just or proper, whether such employee,his widow, children or dependants, have or have not a legal claim uponthe Company.
(17) To set aside such portion of the profits of the Company as they maythink fit, to form a fund to provide for such pensions, gratuities orcompensation or to create any provident or benefit fund in such manneras the Directors may deem fit ;
(18) From time to time and at any time to establish any Local Board formanaging any affairs of the Company in any specified locality in the Stateof Andhra Pradesh or out of the State of Andhra Pradesh and to appointany persons to be members of such Local Board and to fix theirremuneration, and from time to time and at any time to delegate to anyperson so appointed any of the powers, and discretion for so appointedany of the powers, authorities and discretion for the time being vested inthe Directors other than their power to make call; and to authorise themembers for the time being vested in the Directors other than their powerto make call and to authorise the members for the time being of any suchlocal Board or any of them to fill up any vacancies therein and to act notwithstanding any vacancies and any such appointment or delegation maybe made in such terms and subject to such conditions as the Directorsmay think fit and the Directors may at any time remove any person soappointed and annul or vary any such delegation;
24
(19) To enter into all such negotiations and contracts and rescind and vary allsuch contracts and execute and do all such acts, deeds and things inthe name and on behalf of the Company as they may consider expedientfor or in relation to any of the matter aforesaid or otherwise for the purposeof the Company; and
(20) Subject to section 292 of the Act to delegate all or any of the powers,authority and discretion for the time being vested in them subject howeverthe ultimate control and authority being retained by them.
77. (1) The Government may appoint any one of the Directors of the Board tobe the Vice-Chairman & Managing Director or Executive Director or aBoard of Management consisting of two or more Directors of Corporationfor the conduct or management of the business of the Company subjectto the control and supervision of the Board of Directors. The Vice-Chairman & Managing Director or the Executive Directors or the Boardof Management as the case may be, may be authorised by the Board toexercise such of the powers of authority and discretion in relation to theaffairs of the Company as are specifically delegated to him / it by theBoard and are not required to be done by the Board of Directors or theCompany at the General Meeting under the Act.
(2) The VC & MD or the Executive Directors or the General Managers asthe case may be, shall be, paid such salary and allowances as may befixed by the Government.
78. The Directors shall cause minutes to be made in books, provided for thepurpose :-
(a) Of all appointments of officers made by the Directors ;
(b) Of the names of the Directors present at each meeting of the Directorsand of any committee of the Directors ;
(c) Of all resolutions and proceedings at all meetings of the Company andof the Directors and of the Committees of Directors, and every Directorpresent at any meeting of Directors or Committee of Directors shallsign his name in a book to be kept for the purpose.
79. The seal of the Company shall not be affixed to any instrument except by theauthority of a resolution of the Board of Directors and except in the presenceof at least two Directors or such other person as the Board may appoint forthe purpose; and the said Directors or the person aforesaid shall sign everyinstrument to which the seal is so affixed in his presence.
80. The Office of a Director shall become vacant if : —
(a) He is found to be of unsound mind by a competent court ;
Appointment ofManaging Directors
Directors to causeminutes to be madein the books
Seal
Vacancy in theoffice of Directors
25
(b) he applies to be adjudicated an insolvent ;
(c) He is adjudged an insolvent ;
(d) He is convicted by a court of any offence involving moral turpitude andsentenced in respect thereof to imprisonment to no less than six months;
(e) Deleted
(f) He absent himself from three consecutive meetings of the Board ofDirectors or from all meetings of the Board for a continuous period ofthree months, which ever is longer, without obtaining leave of absencefrom the Board ;
(g) He fails to disclose the nature of his concern or interest in any contractor arrangement or proposed contract or arrangement entered into or tobe entered into by or on behalf of the Company as required under section299 of the Act.
(h) He becomes disqualified by an order of court under section 203 of theAct ;
(i) He is removed in pursuance of section 284 of the Act ;
(j) He is concerned or participates in the profits of any contract with theCompany ;
Provided however, that no Director shall vacate his office by reason of hisbecoming a member of any Company which has entered into contract withor done any work for the Company of which he is a Director, but a Directorshall not vote in respect of any such contract or work, and if he does so vote,his vote, shall not be counted ;
Note : The disqualification referred to in sub clauses (c) (d) and (h) aboveshall not take effect —
a) For thirty days from the date of adjudication, sentence or order ; or
b) Where any appeal or petition is preferred within the thirty days aforesaidagainst the adjudication, sentence or conviction resulting in the sentenceor order until the expiry of seven days from the date on which suchappeal or petition is disposed of ; or
c) Where within the seven days aforesaid, any further appeal or petition ispreferred in respect of the adjudication, sentence, conviction or orderand the appeal or petition if allowed would result in the removal of thedisqualification, until such further appeal or petition is disposed of.
26
81. The Board of Directors of the Company may by resolution passed by theCompany in general meetings appoint an alternate Director to act for a Director(hereinafter in this Article called the Original Director) during his absence fora period of not less than three months from this State. Such Directors shallnot hold office as such for a period longer than that permissible to the originalDirector in whose place he has been appointed. Such appointment shallhave effect and such appointee while he holds office as an alternate Directorshall be entitled to notice of the meeting of the Directors and to attend and tovote there at accordingly but he shall not require any qualification and heshall ipso facto vacate office when the original Director returns to this State.Any provision for the automatic re-appointment of the retiring Director in defaultof another appointment shall apply to the original and not to alternate Director.
82. The Directors shall meet together for transaction of business once atleast inevery three months and atleast four such meetings shall be held in everyyear in terms of Sec. 285 of the Companies Act. They may adjourn andotherwise regulate their meetings, and proceedings as they think fit and maydetermine the quorum necessary for the transaction of the business. Untilotherwise determined one third of the total strength of Directors (any fractioncontained in that one third being rounded off as one) or minimum two dis-interested directors whichever is higher shall be a quorum.
83. The meeting of the Board may be held at the registered office or any whereelse within the State of Andhra Pradesh if it is in interest of the Company.
84. A Directory may at any time convene a meeting of the Directors and questionsarising at any meeting shall be decided by a majority of votes. The Chairmanshall have a second or casting vote.
85. A meeting of the Directors at which quorum is present shall be competent toexercise all or any of the authority, powers and discretion by or under theArticles of the Company for the time being vested in or exercisable by theDirectors generally.
86. The Chairman of the Board of Directors shall preside over the meetings ofthe Board of Directors and if at any meeting the Chairman is not presentwithin five minutes after the time fixed for the holding the same, the Directorspresent may choose one of their members to be the Chairman of the meetingsubject to Article No. 52.
87. Decisions of Board requiring approval of the Government :—
(i) Subject to the provision of Act, the Chairman shall reserve for theapproval of the Government any proposals or decisions of the Board inrespect of the following matters namely :-
a) Increasing or reducing the issued capital of the Company ;
Alternate Director
Meeting of Directorsand Quorum
Place of Meeting
Director may summonmeeting- How questions to be decided
Powers of Quorum
Chairman of Directors’Meetings
Decisions of Boardrequiring approval ofthe Government
27
b) Winding up of the Company ;
c) Issue of debentures or bonds; and
d) Any other matter which in the opinion of the Chairman be of suchimportance as to be served for the approval of the Government.
(ii) No action shall be taken by the Company in respect of any proposal ordecision of the Board reserved for the approval of the Government asaforesaid until their approval of the same has been obtained.
88. The Directors may, subject to the restrictions laid down in section 292 of theAct, delegate any of their powers to Committees consisting of such memberor members of their body as they think fit and may, from time to time, revokesuch delegation. Any committee so formed shall in the exercise of the powersso delegated, conform to any regulations that may, from time to time, beimposed upon it by the Directors.
89. A Committee may elect a Chairman for its meetings. If no such Chairman iselected or if at any meeting the Chairman is not present within five minutesafter the time appointed for holding the same, the members present as maychoose one of their members to be the Chairman of the meeting subjectarticle No. 52.
90. All acts done by any meeting of the Directors or of a Committee of Directorsof by any person acting as a Director shall notwithstanding that it be afterwardsdiscovered that there was some defect in the appointment of such Directorsor persons acting as aforesaid, or that they or any of them were disqualified,be as a valid as if every such person had been duly appointed and wasqualified to be a Director;
Provided that nothing in this Article shall be deemed to validate acts done bythe Director after his appointment has been shown to the Company to beinvalid or to have been terminated.
91. Save as otherwise expressly provided in the Act, a resolution in writing signedby all the Directors then in India or by a majority of such of them as areentitled to vote on the resolution shall be as valid and effectual as if it hadbeen passed at meeting of the Directors duly called and constituted.
92. The Directors may set aside out of the proceeds of the Company such sumsas they think proper as a reserve fund to meet contingencies such as specificprovisions for repairs, improving and maintaining any of the property of theCompany, and for amortisation of capital and for such other purposes as theDirectors shall in their absolute discretion think conducive to the interest ofthe Company and may invest the several sums so set aside upon suchinvestments (other than shares of the Company) as they may think fit fromtime to time, deal with and vary such investment and dispose of all or any
Delegation of powerto committees
Chairman - meeting -committees
Then actions ofDirectors or commit-tees valid not withstanding defectiveappointment
Resolution withoutBoard Meeting Valid
Reserve Fund
28
part thereof for the benefit of the Company and may divide, the reserve fundsinto such special funds as they think fit, and employ the reserve funds or anypart thereof in the business of the Company and without being bound to keepthe same separate from the other assets.
DIVIDEND :
As the members are aware, the Special Resolution passed at the Extra-ordinaryGeneral Meeting held on 15.10.1980 adopting en-bloc amendments to theMemorandum and Articles of Association of the Corporation as approved by theGovernment vide G.O. Rt. No. 2033, dated 9.10.1980, deleted among others, all theclauses relating to declaration and payment of dividends and introduced a provisionthat all the income of the Company should belong to the PS / EF, Department of CivilSupplies, Government of Andhra Pradesh. The en-bloc amendments have recentlybeen confirmed by the Company Law Board. In view of this, dividend need not bedeclared hereafter.
93, 94, 95 Deleted.
96, 97, 98, 99, 100, 101 Deleted
102. Deleted
103. Deleted
104. Deleted
105. Deleted
106. Deleted
107. Deleted
108. The Company shall cause to be kept proper books of accounts with respectto :-
(a) All sums of money received and expended, by the Company and thematters in respect of which the receipt and expenditure take place ;
(b) All sales and purchases of goods by the Company ; and
(c) The assets and liabilities of the Company.
109. The books of account shall be kept at the registered office of the Company orat such other place as the Directors shall think fit and shall be open toinspection by the Directors during business hours.
110. The Directors shall, from time to time, determine whether and to what extentand at what times and places and under what conditions or regulations the
Accounts to be kept
Inspection ofAccounts Books
Inspection ofMembers
29
accounts and books of the Company or any of them shall be open to theinspection of members (not being Directors) and no member not being aDirector shall have any right of inspecting any account or book or documentof the Company except as conferred by law authorised by the Directors or bythe Company in general meeting.
111. The Directors shall at some date not later than 18 months after theincorporation of the Company and subsequently once atleast every year laybefore the Company in Annual General Meeting a Balance Sheet and Profitand Loss Account, in the case of the first account since the incorporation ofthe Company and in any other case since the preceding account made up toa date not earlier than the date of the meeting by more than six months.
112. The Directors shall make out and attach to every Balance Sheet a reportwith respect to the state of the Company’s affairs, the amount if any, whichthey propose to carry to the Reserve Fund, General Reserve or ReserveAccount shown specifically on the Balance Sheet or to a Reserve Fund,General Reserve or Reserve Account to be shown specifically in asubsequent Balance Sheet. The report shall be signed by the Chairman ofthe Board of Directors on behalf of the Directors if authorised in that behalfby the Directors and when he is not so authorised shall be signed by suchnumber of Directors as are required to sign the Balance Sheet and the Profitand Loss Account by virtue of sub-sections (1) and (2) of section 215 of theAct.
113. Forms of Balance Sheet and Profit and Loss Account should be in accordancewith provisions of section 211 of the Act. The Profit and Loss Account shall,in addition to the matters referred to in section 211 of the Act, show, arrangedunder the most convenient heads, the account of gross income, distinguishingthe several sources from which it has been derived and the amount of grossexpenditure distinquishing the expenses of the establishment, salaries andother like matters. Every item of expenditure fairly chargeable against theyear’s income shall be brought into account so that a just balance of profitand loss may be laid before the meeting, and in cases where any item ofexpenditure which may in fairness be distributed over several years has beenincurred, in any one year, the whole amount of such item shall be stated, withthe addition of the reasons why only a portion of such expenditure is chargedagainst the income of the year.
114. The company shall send a copy of such Balance Sheet and Profit and LossAccount together with a copy of the auditors’ report to the registered addressof every member of the Company in the manner in which notices are to begiven hereunder at least twenty-one days before the meeting at which it is tobe laid before the members of the Company and shall deposit a copy at theregistered office of the Company for inspection of the members of theCompany during a period of at least twenty-one days before that meeting.
Annual Accountsand Balance Sheet
Contents of Profit andLoss Account
Balance Sheet andProfit and LossAccount to be sent tomembers
30
115. The Directors shall in all respects comply with the provisions of sections 209to 222 of the Act or any statutory modification thereof for the time being inforce as may be applicable to the Company.
116. Once atleast in every year the accounts of the Company shall be examinedand the correctness of the profit and loss account and the balance sheetascertained by one or more auditors as provided in the Act.
117. The auditors of the Company shall be appointed or re-appointed by the CentralGovernment on the advise of the Comptroller and Auditor-General of Indiaand their rights and duties shall be regulated by section 224 to 233 of the Act.
118. The auditors of the Company shall be entitled to receive a notice and toattend any general meeting of the Company at which any accounts whichhave been examined or reported on by them are to be laid before the Companyand may make statement or explanation they desire with respect to theaccounts.
119. The Comptroller and Auditor-General of India shall have power :-
(a) To direct the manner in which the Company’s accounts shall be auditedby the auditors appointed in pursuance of Article 118 thereof and to givesuch auditors instructions in regard to any matter relating to theperformance of their functions as such; and
(b) To conduct a supplementary or test audit of the Company’s accounts bysuch person or persons as he may authorise in this behalf, and for thepurposes of such audit, to have access at all reasonable times, to allaccounts, account books, vouchers, documents and other papers ofthe Company and to require information or additional information to befurnished to any person or persons so authorised, on such matter bysuch person or persons and in such form as the Comptroller and Auditor-General of India may by general or special order direct.
120. The auditors aforesaid shall submit a copy of their audit report to theComptroller and Auditor-General of India who shall have the right to commentupon or supplement the audit report in such manner as he may think fit. Anysuch comments or supplement to the audit report shall be placed before theAnnual General Meeting of the Company to the same time and in the samemanner as the audit report.
121. Every account of the Company when audited and approved by an AnnualGeneral Meeting shall be conclusive.
122. Notwithstanding anything contained in any of these Articles, the Governmentmay, from time to time, issue such directives as it may consider necessaryin regard to the affairs of the Company or directors thereof and in like mannermay vary and annul any such directive. The Directors shall give immediate
Directors to complywith section 209 to222 of the Act
Accounts to beaudited annually
Appointment ofAuditors
Auditor’s right toattend meetings
Powers of theComptroller and AuditorGeneral of India
Comments upon orsupplement to auditreport by the Comptrollerand Auditor-General ofIndia to be placed beforeOrdinary Meetings
Accounts to bedeemed finally settled
Right of theGovernment
31
effect to directives so issued.
123. A notice may be given by the Company to any member either personally orby sending it by post to his registered address, or (if he has no registeredaddress) to the address if any supplied by him to the Company for giving ofnotice to him.
124. A holder of registered shares, who has no registered place of address may,from time to time, notify in writing to the company an address, which shall bedeemed his registered place of address within the meaning of Article 124.
125. If a member has no registered address and has not supplied to Companyany address for the giving of notices to him a notice addressed to him andadvertised in newspapers circulating in the neighbourhood of the registeredoffice of the Company, shall be deemed to be duly given to him on the date ofwhich the advertisement appears.
126. A notice may be given by the Company to the joint holders of a share bygiving the notice to the joint holder named first in the register in respect of theshare.
127. A notice may be given by the Company to the persons entitled to a share inconsequence of the death or insolvency of a member by sending it throughthe post in a pre-paid letter addressed to them by name or by the title ofrepresentatives of the deceased or assignee of the insolvent or by any likedescription, at the address (if any) supplied by for the purpose by the personsclaiming to be so entitled or (until such an address has been so supplied) bygiving notice in any manner in which the same might have been given if thedeath or insolvency had not occurred.
128. Notice of every general meeting shall be given in the same manner hereinbefore authorised to (a) every member of the Company except thosemembers who having no registered address have not supplied to theCompany as address for the giving of notice to them, and also to (b) everyperson entitled to a share in consequence of the death or insolvency, of amember, who but for his death or insolvency, would be entitled to receivenotice of the meeting provided the Company has due notice.
129. Every person who by operation of law, transfer or other means whatsoever,shall become entitled to any share shall be bound by every notice in respectof such share which previously to his name, address and title to the sharebeing notified to and registered by the Company shall be duly given to theperson from whom he derives his title to such share.
130. The signature to any notice to be given by the Company may be written orprinted.
How notices to beserved on members
Notification ofaddress by a holderof registered shareshaving no registeredplace of address
When be notice maygiven byadvertisement
Notice of joint holder
How notice be givento representatives ofa deceased or bank-rupt member
To whom notice ofgeneral meetig to begiven
Transferees etc.,bound by priornotice
How notice to besigned
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131. Where a given number of days’ notice or notices extending over any otherperiod is required to be given the day of service shall, unless it is otherwiseprovided, be counted in such number of days or other period.
132. If the Company shall be wounded up and the assets available for distributionamong the members as such shall be insufficient to repay the whole of thepaid up capital, such assets shall be distributed so that, as nearly as may bethe loss shall be borne by the members in proportion to the capital paid up orwhich ought to have been paid up at the commencement of the winding up,on the shares held by them respectively. And if in a winding-up, the assetsavailable for distribution, among the members shall be more than sufficientto repay the whole the capital paid up, the excess shall be distributed amongthe members in proportion to the capital paid up or which ought to have beenpaid up on the share held by them respectively. But this clause shall be withoutprejudice to the right of the holders or shares issued upon special terms andconditions.
133. No member shall be entitled to require discovery or any information respectingany detail of the Company’s trading or any matter which may be in the natureof a trade secret, mystery of trade or secret process which may relate to theconduct of the company and which in the opinion of the Directors it will beinexpedient in the interest of the members of the Company to communicateto the public.
134. Subject to the provisions of section 201 of the Act, every Director, ManagerAuditor, Secretary and other Officer or servant of the Company shall beindemnified by the Company against, and it shall be the duty of the Directorsout of the funds of the Company to pay all costs, losses and expenses whichany such officer or servant may incur or become liable to by reason of anycontract entered into or act or thing done by him as such officer or servant orin anyway in the discharge of his duties; and the amount for which suchindemnity is provided shall immediately attach as a lien on the property of theCompany, and have priority as between the member over all other claim.
135. No Director or other officer of the Company shall be liable for the acts, receipts,neglects or defaults of any other Director or Officer of the Company or forjoining in any receipt or other act for conformity or for any loss or expenseshappening to the Company through the insufficiency or deficiency of title toany security in or upon which any of the moneys of the Company shall beinvested or for any loss or damage arising from the bankruptcy, insolvencyor tortuous act or any person with whom any moneys securities or effectshall be deposited or for any other loss, damage or misfortune whatever,which shall happen in the execution of the duties of his office or in relationthereto, unless the same happens through his own negligence, default,misfeasance, breach of duty or breach of trust.
How time to becounted
Distribution of assetson winding up
Secrecy clause
Indemnity
Individualresponsibility ofDirectors
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SI. Name of Address, description Number of shares Signature of Signature ofNo. subscriber and occupation, if any taken by each subscriber witnesses and their
subscriber names, addresses,description andoccupation
1. 2. 3. 4. 5. 6.
1. Governor of Commissioner of One Equity Share Sd/-A.P. through Sri Civil Supplies andE.V. Rami Reddy, Ex-officio SecretaryI.A.S. to Government, Food
& Agr. (C.S.) Dept.
2. Sri S.V. Subramanian, Director of Civil One Equity Share Sd/-I.A.S. Supplies and Ex-
Officio Dy. Secretaryto Govt., F & A (C.S.)Dept.
3. Sri T.R. Prasad Director of A.P. State One Equity Share Sd/-I.A.S. Civil Supplies
Corporation Ltd.
These particulars are required to be added bythe subscribers in their own hand.
Dated this 20th day of December, 1974 at Hyderabad.
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Form I R
CERCERCERCERCERTIFICTIFICTIFICTIFICTIFICAAAAATE OF INCORPORTE OF INCORPORTE OF INCORPORTE OF INCORPORTE OF INCORPORAAAAATIONTIONTIONTIONTION
No. 1832 of 1974-75
I hereby certify that Andhra Pradesh State Civil Supplies
Corporation Limited is this day incorporated under the Companies
Act, 1956 (No. 1 of 1956) and that the Company is limited.
Given under my hand at Hyderabad on this, the Thirty First day of
December One thousand nine hundred and Seventy Four.
(10th Pausa, 1896 Saka)
Company’s Intimation by LetterDt. 21.8.76 Word ‘Private’deleted under Sec. 23(1) (A) ofCompanies Act, 1956.
Sd/- Registrar
SealRegistrar of Companies,
Andhra Pradesh
Sd/-(O.P.JAIN)
Registrar of Companies,Andhra PradeshHYDERABAD.
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