KARNATAKA STATE POLICE HOUSING CORPORATION LIMITED
(Limited by Shares – Incorporated under the Companies Act, 1956)
PRELIMINARY :
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Definition In these articles, unless there be
something in the subject matter or context inconsistent
therewith.
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“ The Act “ means The Companies Act, 1956 as amended
from time to time.
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“Board “ means a meeting of the Directors duly
called and constituted or as the case may be the
Directors assembled at a Board.
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“Chairman” means the Chairman for the time being of
the Board of Directors of the Company.
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The Company means “Karnataka State Police Housing
Corporation Limited”.
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“The Directors” means the Board of Directors for the
time being of the company.
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“The Government” means the Government of Karnataka.
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“The Governor” means the Governor of the State of
Karnataka. Exercising the executive power of the State
of Karnataka.
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“Month” means calendar month.
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“The Office” means Registered office for the time
being of the Company.
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“In Writing” and “written” include painting,
lithography and other modes representing or reproducing
words in a visible form. Subject as aforesaid any words
or expression defined in the Act shall except where the
context does not permit bear the same meaning in these
articles.
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Table A to apply The regulations
contained in Table A in the First schedule as Modified to
the Act shall as hereby modified apply to the company
except in so far as the same have been specifically
excluded by or under these articles.
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Company to be The Company is a “Private
Company” within the marinating Private of Section 3 (1)
(iii) of the Companies Act 1956. and Company accordingly:-
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The right to transfer shares of the
company is restricted as hereinafter provided.
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The number of members of the company
shall not exceed excluding:
The persons who are for the time being in the employment
of the company, and
The 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 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.
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Any invitation to the Public to
subscribe for any shares in or debentures of the Company
is hereby prohibited.
SHARE CAPITAL :
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Division of The authorised share
capital of the Company is Rs. Share Capital 10,00,00,000/-
(Rupees Ten Crores) divided into 10,00,000 (Ten Lakhs)
Equity shares of Rs. 100/- (Rupees One Hundred) each and
the Company may increase its share capital by such amount
as it thinks expedient by issuing new shares in the manner
prescribed in the Act subject to the approval of the
Government.
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The shares shall be under the control
of the Board of Directors who may with the prior approval
of the Government allot or otherwise dispose of the same
from time to time on such terms and conditions as the
Board may determine.
Increase or
decreases :
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Subject to approval of Government, the
Board, may increase of share the general meeting, increase
or decrease or alter, the capital share capital, by such
sum to be divided into shares of such amount as the
resolutions shall prescribe.
Borrowing :
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Subject to the provisions of Section
292 & 293 of the Powers Act, the Directors may borrow or
raise money to any extent in such manner as they may deem
fit and in particular by the issue of debentures perpetual
or otherwise including debentures or debenture stock,
convertible into shares of this or any other company and
in security of any such money, so borrowed raised or
received to mortgage, pledge, or charge the whole or any
part of the properties, assets or revenue of the Company,
present or future including its uncalled capital.
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Debentures, Debentures 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.
Share Certificates Every person whose
name is entered as a member in the Register of members,
shall without payment, be entitled to a certificate under
the common seal of the Company specifying the share or
shares held by him and the amount paid up thereon.
Members of The Company shall have not
less than two and not more Directors than twelve Directors
including all kinds of Directors.
Directors – Share Any individual,
weather a member of Company or not, Qualification. may be
appointed as Director and no qualification by way of share
holding shall be required from any Director.
So long as the Government holds not
less than 51% of the total subscribed share capital of the
Company, the Government shall be entitled, to appoint,
subjects to the rights of the financial Institutions
maintained in Article No. 10 below, all the Directors for
the time being and shall be entitled to remove all or any
of them, other than Directors appointed under Article 10
from their offices at any time and appoint other persons
thereto. The following shall be the First Directors of the
Company :
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Shri. S.B. Muddappa
At present working as the Chairman & Secretary to
Government
Home Department, Vidhana Soudha, Bangalore.
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Shri. N.S. Srinivasan ,
At present working as the Managing Director
Special Inspr. Genl. Of Police, KSRP,
Police Housing & Welfare, Bangalore.
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Shari. B.N. Garudachar ,
Now working as Director Director
General & Inspr. General of Police, Karnataka State,
Bangalore.
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Shri. M. Shankara Narayan ,
Commissioner and Director
Secretary to Government, Finance Department,
Vidhana Soudha, Bangalore.
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Shri. K. C.Reddy ,
Director Secretary to Government,
PWD & Electricity Department,
Vidhana Soudha, Bangalore.
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Nominee Directors : If the
Directors enter into any contract with the Housing of
Financial and Urban Development Corporation, Housing
Institutions Development Finance Corporation, Life
Insurance Corporation of India, Unit Trust of India,
Nationalised Banks, or with any other credit Institutions
for providing financial assistance by way of loan,
subscription to debentures, providing any guarantee or
underwriting or subscription of shares of the Corporation,
the Directors shall have the power to agree that such
Institutions shall have the right to nominate by notice in
writing addressed to the company one Director, on the
Board of Directors of the Company on such conditions as
may be mutually agreed upon between the concerned
Financial Institutions and the Board. The Directors may
also agree that any such Directors may be removed by the
person or persons entitled to appoint or nominate them and
such person or persons may nominate another or others in
his or their places and also fill in any vacancy which may
occur as a result of such Director/s ceasing to hold that
office for any reason whatsoever.
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Alternate Directors : The Board of
Directors may appoint from time to time an Alternate
Director in place of an original Director during the
latter’s absence from Karnataka State for a duration of
not less than three months. Any such appointment may be
revoked at any time by the Board of Directors. Any
Alternate Director shall Ipso facto vacate office as and
when the original Director returns to the State.
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Remuneration : If any Director is
appointed to advise the Board as an to Directors expert or
be called upon to perform extra services or for Services
make special extensions for any of the purpose of this
Company, the Board may, subject to and in accordance with
the provisions of the Companies Act, 1956 and in
particular Section 384 of the Act and subject to the
approval of the Government pay to such Director such
special remuneration as they may think fit, which
remuneration may be in the form of either salary or
commission or percentage of profits and may either be in
addition to or in substitution of the remunerations
normally paid to the Director.
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General powers : The business of
the company shall be managed by the of Company Directors,
who may pay all expenses incurred in setting vested in
Directors. up and registering the company and may exercise
all such powers of the company as are not, by the Act, or
any statutory modification thereof for the time being in
force, or any other Act or by these articles, required to
be exercised by the company in general meeting, subject,
nevertheless to any regulation of these articles to the
provision of the said Act or any other Act and to such
regulation being not inconsistent with the aforesaid
regulations or provisions, as may be prescribed by the
company in General Meeting; but no regulation made by the
company in General Meeting shall invalidate any prior act
of the Directors which could have been valid if that
regulation had not been made.
Specific power to Without prejudice to
the general powers conferred by Board. these Articles and
subject to the provisions of the Act, the Board shall have
the following powers, that is to say power.
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To Acquire I. To purchase, take
on lease or otherwise acquired for property. the
company, property rights or privileges which the company
is authorised to acquire at such price and generally on
such terms and conditions as it thinks fit.
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To Acquire II. To authorise the
undertaking of works of a capital nature.
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To pay for property III. To pay
for any property, rights or privileges acquired in
Debentures etc. by or services rendered to the company
either wholly or partially in cash or in shares, bonds,
debentures or other securities which may be either
specifically charged upon all or any part of the
property of the company and its uncalled capital or not
so charged.
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To Secure contact IV. To secure
the fulfillment of any contracts or By Mortgage
engagement entered into by the company by mortgage or
charge on all or any of the property of the company and
its uncalled capital for the time being or in such
manner as they may deem fit.
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To appoint V. To appoint and, at
their discretion, remove or Officers etc., suspend such
managers, secretaries, officers, clerks, agents and
servants for permanent, temporary or special services as
it may from time to time think fit, and to determinates
powers and duties and fix their salaries or emoluments
and to require security in such instances and to such
amount as it thinks fit.
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To appoint Trustees VI. To
appoint any persons (whether Incorporated or not) to
accept and hold in trust for the company, any property
belonging to the company, or in which it is interested
or for any other purpose and to execute and to do all
such deeds and other things as may be required in
relation to any such trust, and to provide for the
remuneration of such trustee or trustees.
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To bring and VII. To institute,
conduct, defend, compound, or Defend action abandon
otherwise concerning the officers any legal etc.,
proceedings by or against the company or its officers of
the company, and also to compound and allow time for
payment or satisfaction of any claims or demands by or
against the company.
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To refer to VIII. To refer any
claim or demand by or against the arbitration company to
arbitration, and observe and perform the awards.
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To give receipts IX. To make and
give receipts, release and other Discharges for money
payable to the company and for the claims and demands of
the company.
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To authorise X. To determine who
shall be entitled to sign on the acceptance etc.,
company’s behalf bills, receipts, acceptances,
endorsements, cheques, releases, contracts and
documents.
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To appoint XI. To provide from
time to time for the management of attorneys the affairs
of the company in such manner as it thinks fit and in
particular to appoint any persons to be the attorney or
agent of the company with such powers (including powers
to sub-delegate) and upon such terms as may be thought
fit.
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To invest moneys XII. To invest
subject to such general or special directives, if any,
given by the Government in this behalf in this
securities or in any other scheduled bank or banks for
having call deposits and opening current account and
deal with any of the moneys of the company upon such
investment authorised by the Memorandum and Articles of
Association of the company (not being shares in this
company) and in such manner as it thinks fit, and from
time to time to vary or release such investments.
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Subject to Governor’s XIII.
Subject to the provision regarding consent of the
Consent, to sell, Governor, or the Government to sell
dispose of or Dispose or transfer transfer the business
or property, if any, of the company. The business or or
any part thereof for such considerations the company
Property of the may deem proper and in particular for
shares, Company debentures or securities of any other
company having objects altogether or in part similar to
those of the company.
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To execute mortgages XIV. To
execute in the name and on behalf of the By way of
indemnity company in favour of any Director or other
person
who may incur or about to incur any liability for the
benefit of the company such mortgages of the company’s
property (present and future) as it thinks fit and any
such mortgage may contain a power of sale and such other
powers, covenants and provisions as shall be agreed
upon.
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To give percentage XV. Subject to
the approval of Government to give any Person employed
by the company a commission on the profits of the
company, and such commission or share of profits shall
be treated as the working expenses of the company.
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To Amend articles XVI. To make,
vary and repeal from time to time Articles for the
regulation of the business of the company, its officers
and servants.
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To establish local XVII. To
establish from time to time and at any time any Board or
committees. local board or Committees thereof for
managing any of the affairs of the company in any
specified locality in the State of Karnataka or out of
Karnataka and to appoint any persons to be members of
such Local Board or committee and to fix their
remuneration; and from time to time and at any time to
delegate to any person so appointed any of the powers,
authorities and discretion for the time being vested in
the Board of Directors other than their powers to make
calls; and to authorise the members for the time being
of any such local Boards or Committees or any of them to
fill up any vacancies and any such appointment or
delegation may be made in such terms and subject to such
conditions as the Board of Directors may think fit, and
the Board of Directors may at any time remove any person
so appointed and may annual or vary any such delegation.
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To make contracts XVIII. To enter
into all such negotiations and contracts Etc., and
rescind and very all such contracts and execute and do
all such acts, deeds and things in the name and on
behalf of the company as they may consider expedient for
or in relation to any of the matters aforesaid or
otherwise for the purpose of the company.
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To delegate powers XIX. To
delegate all or any of the powers, authorities and To
Managing Director discretion for the time being invested
in it, subject, however, to the ultimate control and
authority being retained by it, to the Managing
Director.
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All meetings of the Directors shall
be presided over by the Chairman, if present. If at any
meeting the Chairman is not present, the Managing Director
will preside over the meeting.
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Appointment of (1) The
Government may appoint any one of the Managing Director
Directors of the Board to be Managing Director for such
period and upon such terms as they may think fit, for the
conduct or management of the business of the company
subject to the control and supervision of the Board of
Directors. The Managing Director so appointed may be
authorised by the Board to exercise such of the powers and
discretion in relation to the affairs of the company as
are specifically delegated to him by the Board and or not
required to be done by the Board of Directors of the
Company at the General Meeting under the Act. The
Government of Karnataka may also appoint the Managing
Director as the Chairman of the Company. Salary of the
(2) The Managing Director shall be paid such salary
Managing Director and allowances as may be fixed by the
Government. Managing Director (3) In the absence of
the Managing Director on leave or on leave otherwise, the
Board may, with the previous approval of the Government,
empower any other Director or any Principal Officer of the
company to perform all or any of his functions and duties;
provided that where such absence is not likely to exceed
four months, the previous approval of Government shall not
be necessary.
Items requiring Notwithstanding any of
the provisions contained in the Approval of foregoing
Articles, prior approval of the Government of Government
Karnataka shall be obtained in respect of
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Each work of estimated capital
expenditure exceeding Rupees Fifty Lakhs.
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Appointments to posts carrying
maximum of the Pay Scale Rs. 2750/- (Rupees Two Thousand
Seven Hundred and Fifty) and above.
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Appointment of Financial Adviser /
Controller/ of Finance / Director (Finance) of the
Company.
Specific powers Without prejudice to
the generality of the above
of board to make rules provisions, the board shall reserve
for the decision of the Governor any proposal for;
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Sale, lease or any other disposal of
the whole or substantially the whole of the undertaking
of the company.
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Formation of a subsidiary company.
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Winding up of the company.
Rights of Notwithstanding anything
contained in any of these Government articles, the
Government may, from time to time, subject to the
provisions of the Act issue such directives as it may
consider necessary in regard to finance, conduct of the
business of the company, or Directors thereof or on any
other matter in which Government may consider it necessary
and in like manner may vary or annual any such directives.
The Directors shall give immediate effect to these
directives so issued and report compliance to Government.
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Interest Disclosures : No Director
shall be disqualified by his office from contracting with
the company nor shall any such contract entered into by or
on the behalf of the company in which any such Director
shall be in any way interested be avoided, nor shall any
Director so contracting or being so interested to be
liable to account to the company for any profit realised
by any such contract by reason only of such Director
holding such office or of the fiduciary relation there by
establish, but the nature of his interest must be
disclosed by him at the Directors at which the contract is
determined or of his interest then existing or in any
other case at the first meeting of the Directors after the
acquisition of the interest, which ever his earlier.
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Circular resolutions : Save as
other wise expressly provided in the Act, a resolution in
writing circulated in draft together with necessary paper
signed by all Directors for the time being entitled to
receive notice of meeting of the Board or the Committee
shall be as valued and effectual as if it had been passed
at the meeting of the Board or the Committee duly convened
and held. In the event of the signature of any one or more
of the Directors to any such resolutions shall be on
different dates, the said resolution/s shall be deemed to
have been passed on the date of signature of the Director
signing last.
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Secrecy : No member shall be
entitled to inspect the company’s books without the
permission of the Directors or to require disclosure of
any information in respect of any detail of the company’s
trading or any matter which is or may be in the nature of
trade secret, secret process of trade mystery which is or
may relate to the conduct of the business of the company
and which, in the opinion of the Directors will not be
expedient in the interest of the company to communicate or
to make it public.
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Common seal : The Board shall
provide a seal for purpose of the company, to be called
‘Common Seal’ and shall have power from time to time to
destroy the same substitute a new seal in lieu there of
and the Board shall provide for the safe custody of the
seal for the time being. The Common seal of the company
shall not be affixed to any instrument except by the
authority of a resolution of the Board and except in
presence of at least two Directors of the company and
secretary / Authorised signatory.
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Indemnity : Every Director,
Managing Director, Agent, Auditor, Secretary or other
officers of the company shall be entitled to be
indemnified out of the assets of the Company against all
losses or liabilities which he may sustain or incur or
about the execution of the duties of his office or
otherwise in relation thereto including any liability
incurred by him in defending himself against any
proceedings whether Civil or Criminal in which judgement
is given in his favour or in which he is acquitted or in
connection with any application under Section 633 of the
Act in which relie is granted to him by the Court, and no
Director or other officer shall be liable for any loss,
damage or misfortune which may happen to or be incurred by
the company in the execution of the duties of his officer
in relation thereto.
|
Sl. No |
Name and address, description
and occupation of the subscribers |
Signature of the subscribers |
Signature, Name, address, description and occupation of
witness |
| 1 |
Sri.
B. N. Garudachar,
S/o Sri B. N. Iyengar,
No. 1, Nrupathunga Road,
Bangalore -2
Government Service
D.G & I.G of Police,
Karnataka state, Bangalore |
(Sd/-)
B.N Garudachar |
Sd/-)
S.C. Burman,
S/o Late Sri M.C. Burman,
No. 2, Nrupathunga Road,
Bangalore
Government Service
D.I.G of Police, Hd. Qrs.
Bangalore. |
| 2 |
Shri,
N.S. Srinivasan
S/o Sri N. Subramaniya Iyer,
no. 140, Railway Parallel Road,
Kumarapark west, Bangalore-20,
Government Service,
Spl. Inspr. Genl. of Police
KSRP, Police Housing &
Welfare, Bangalore |
(Sd/-)
N.S.Srinivasan |
|
Place : Bangalore
Dated: 17.06.1985 |