ARTICLES OF ASSOCIATION OF

KARNATAKA STATE POLICE HOUSING CORPORATION LIMITED
(Limited by Shares – Incorporated under the Companies Act, 1956)
 

PRELIMINARY :

1. Definition In these articles, unless there be something in the subject matter or context inconsistent therewith.

   1. “ The Act “ means The Companies Act, 1956 as amended from time to time.

   2. “Board “ means a meeting of the Directors duly called and constituted or as the case may be the Directors assembled at a Board.

   3. “Chairman” means the Chairman for the time being of the Board of Directors of the Company.

   4. The Company means “Karnataka State Police Housing Corporation Limited”.

   5. “The Directors” means the Board of Directors for the time being of the company.

   6. “The Government” means the Government of Karnataka.

   7. “The Governor” means the Governor of the State of Karnataka. Exercising the executive power of the State of Karnataka.

   8. “Month” means calendar month.

   9. “The Office” means Registered office for the time being of the Company.

   10. “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.

2. 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.

3. 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:-

   1. The right to transfer shares of the company is restricted as hereinafter provided.

   2. 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.

   3. Any invitation to the Public to subscribe for any shares in or debentures of the Company is hereby prohibited.

SHARE CAPITAL :

4. 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.

5. 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 :

1. 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 :

2. 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.

3. 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.

6. 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.

7. Members of The Company shall have not less than two and not more Directors than twelve Directors including all kinds of Directors.

8. 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.

9. 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 :

   1. Shri. S.B. Muddappa
      At present working as the Chairman & Secretary to Government
      Home Department, Vidhana Soudha, Bangalore.

   2. Shri. N.S. Srinivasan,
      At present working as the Managing Director
      Special Inspr. Genl. Of Police, KSRP,
      Police Housing & Welfare, Bangalore.

   3. Shari. B.N. Garudachar,
      Now working as Director Director
      General & Inspr. General of Police, Karnataka State, Bangalore.

   4. Shri. M. Shankara Narayan,
      Commissioner and Director
      Secretary to Government, Finance Department,
      Vidhana Soudha, Bangalore.

   5. Shri. K. C.Reddy,
      Director Secretary to Government,
      PWD & Electricity Department,
      Vidhana Soudha, Bangalore.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

    • 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.

    • To Acquire II. To authorise the undertaking of works of a capital nature.

    • 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.

    • 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.

    • 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.

    • 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.

    • 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.

    • To refer to VIII. To refer any claim or demand by or against the arbitration company to arbitration, and observe and perform the awards.

    • 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.

    • 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.

    • 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.

    • 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.

    • 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.

    • 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.

    • 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.

    • 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.

    • 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.

    • 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.

    • 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.

15. 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.

16. 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.

17. 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

    1. Each work of estimated capital expenditure exceeding Rupees Fifty Lakhs.

    2. Appointments to posts carrying maximum of the Pay Scale Rs. 2750/- (Rupees Two Thousand Seven Hundred and Fifty) and above.

    3. Appointment of Financial Adviser / Controller/ of Finance / Director (Finance) of the Company.

18. 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;

    1. Sale, lease or any other disposal of the whole or substantially the whole of the undertaking of the company.

    2. Formation of a subsidiary company.

    3. Winding up of the company.

19. 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.

20. 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.

21. 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.

22. 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.

23. 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.

24. 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.

Place : Bangalore
Dated: 17.06.1985