FRAMED UNDER SECTION 54 OF THE AGRICULTURAL PRODUCE (DEVELOPMENT AND WAREHOUSING) CORPORATIONS ACT:
1. Short Title & Commencement:
- These Regulations may be called the U.P, State Warehousing Corporation Regulations 1961.
- They shall take effect from the date of their publication in the official Gazette.
In these Regulations unless the context otherwise requires:
- "Act" means the Agricultural Produce (Development and Warehousing) Corporation Act (28 of 1956)
- "Board of Directors" means the Board of Directors of the Corporation referred to in Section 30
- "Chairman" means the Chairman of the Board of Directors.
- "Corporation" means the U.P. State Warehousing Corporation established under Section 28(1) of the Act.
- "Executive Committee" means the Executive Committee of the Corporation referred to in Section 35.
- "Directors" means the Directors of the Corporation
- "Managing Director" means the Managing Director of the Corporation.
- "State Government" means the Government of Uttar Pradesh.
- "Sub-Committee" means the Sub-Committee appointed by the Board of Directors or Executive Committee, and
- "Salaried Officer" means the salaried officer of the Government of India, Government of U.P., the Reserve Bank of India, the State Bank of India.
3. Meeting of the Board of Directors and the Executive Committee:
- A Meeting of the Board of Directors shall normally be held once in every three months and that of the Executive Committee at least once in two months.
- Ordinarily not less than 10 days notice shall be given in respect of such meetings.
- The Managing Director, under instructions from the Chairman may, in emergency, convene meetings by giving shorter notice provided such notice is sufficient to enable to Directors to attend the meetings in time.
- Meeting of the Board of directors or the Executive Committee shall be convened by the Managing Director. Notice of the meeting shall be sent to each Director specifying the time, date and place of the meeting and the business to be transacted at the meeting. No Business other than that specified in the notice shall be transacted at the meeting except with the permission of the authority presiding at the meeting.
4. Presiding Authority:
The Chairman or in his absence a Director, other than the Managing Director, chosen by the Directors present from amongst themselves shall preside over the meetings of the Board of Directors or the Executive Committee as the case may be.
5. Decision by Majority:
Decisions at the meetings of the Board of Directors or the Executive Committee shall be taken by a majority of votes. In case of equality of votes the presiding authority shall have a casting vote.
The quorum for a meeting of the Board of Directors shall be five and that of the Executive Committee three. If there is no quorum at any meeting, the meeting shall be adjourned and a fresh notice for the adjourned meeting shall be issued. At the adjourned meeting only the business specified in the agenda of the meeting adjourned for want of quorum shall be transacted. There shall be no quorum for an adjourned meeting.
7. Place of meeting:
A meeting of the Board of Directors and of the Executive Committee may be held in Lucknow or such other convenient place in Uttar Pradesh as may be decided by the Chairman.
8. Minute Book:
The Managing Director shall maintain a minute book in which minutes of the meetings of the Board of Directors shall be recorded. He shall similarly maintain a minute book in which the proceedings of the meeting of the Executive committee shall be recorded. The minutes of a meeting of the Board of Directors as well as of the Executive committee shall be circulated amongst all the Directors as soon as possible after the meetings and shall be placed before the next meeting of Board of Directors or the Executive Committee as the case may be for confirmation. Minutes of the meetings of the Executive Committee shall be placed before the Board of Directors for approval. The minutes shall bear the signature of the Chairman or the person presiding over the meeting.
9. Disclosure of interest by a Director:
Any Director, Who is in any way, Whether, directly or indirectly concerned or interested (Except as representative of a statutory body incorporate) in any contract loan or arrangement, entered into or proposed to be entered into, by or on behalf of the corporation, shall disclose the nature of his concern or interest to the Board of Directors or the Executive committee as the case may be and shall not participate in the meeting of the Board of Directors of the Executive committee when such contract loan or arrangement is considered.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
9A. Notice convening a General meeting:
A notice convening the general meeting of the corporation signed by the Managing Director or the Secretary of the Corporation shall served on each one of the shareholders at least three weeks before the date fixed for such meeting.
BUSINESS OF ANNUAL GENERAL MEETING
9B. (1) At the Annual General meeting of the following business shall be transacted:
- Annual accounts of the corporation, together with audit report, shall be placed before the annual general meeting as required by sub-section(10) of section 31 of the warehousing corporation "Act" 1962.
- Such other business of which not less than five weeks notice is given by the Shareholders qualified to vote at such meeting, such notice shall be in the form of a definite resolution to be put at the meeting and shall be included in the notice of the meeting.
No other business shall be transacted or discussed except with the consent of the chairman.
9C. CHAIRMAN OF GENERAL MEETING:
The Chairman of the corporation shall be the Chairman of such general meeting.
9D. (1) Vo-ting by State Government:
shall in no way prohibit the issue of another order by the State Government and the deposit of a copy thereof with the Managing Director or the Secretary of the corporation within the time limited by sub-Regulation (ii) above.
(2) VOTING BY CENTRAL WAREHOUSING CORPORATION:
The Managing Director of the Central Warehousing Corporation may authorise any official of the Central Warehousing Corporation or any other person to act as the representative of the said Central Warehousing Corporation at the Annual
General meeting of the Corporation and the person so authorised shall be entitled to exercise the same powers on behalf of the Central Warehousing Corporation, as if he were an individual sharehoulder of the corporation. Thte authorisation so given may be in favour of two representatives in the alternative and shall be in writing signed by the Managing Director of the Central Warehousing Corporation. Such authorisation shall be deposited with the Managing Director or the Secretary of the corporation before the time fixed for the meeting. A person acting in terms of the authorisation given under this Regulation shall not be deemed to be a proxy.
- The State Government may, by an order in writing, authorise any of its officers to act as its representative at the Annual General meeting of the corporation and the officer so authorised shall be entitled to exercise the same powers on behalf of the State Government as if he were an individual shareholder of the corporation. The officer so authorised shall not be deemed to be a proxy.
- A copy of any order made under sub-Regulation (i) above shall be deposited with the Managing Director or the Secretary of the corporation before the time fixed for the meeting.
- An order made under sub-Regulation(i) above may subsequently be revoked by the State Government by depositing a notice of revocation before the time fixed for the meeting, and the due revocation of an order
MINUTES OF GENERAL MEETING:
- The Corporation shall cause minutes of all proceedings of general meeting to be recorded in books kept for that purpose.
- Any such minutes, if signed by the chairman of the meeting at which the proceedings take place or by the chairman of the next proceeding meeting shall be evidence of such proceedings.
- Until the contrary is proved, every general meeting in respect of the proceedings whereof minutes have been recorded shall be deemed to have been duly called and held and all proceedings taking place thereat, to have been duly taken place.
ADMINISTRATION OF U.P. STATE WAREHOUSING CORPORATION
10. Power of Chairman:
Subject to the control of the Board of Directors, the controlling and governing authority shall vest in the chairman. In case of emergency or in respect of matter calling for expeditious action the chairman may pass any order or perform any act within the competence of the Board of Directors provided that any order so passed shall be placed before the next meeting of the Board of Directors or the Executive committee which ever is held earlier.
11. Powers and Duties of the Managing Director:
- The Managing Director shall be the Chief Executive officer of the corporation. He shall be responsible for the administration and working of the corporation and shall be responsible to the chairman and Board of Directors.
- The Managing Director shall have the powers to negotiate and carry on the authorised and normal business of the corporation in accordance with the specific or implied instructions issued by the chairman, Board of Directors or the Executive committee from time to time and shall be the authority to decide whether any suit or proceedings be instituted or defended by or against the corporation subject to such direction, if any, as the Board may give from time to time.
- The Managing Director shall act as controlling and disbursing officer in respect of all the funds of the Corporation and shall operate accounts either singly or jointly with a Director or any officer of the Corporation authorised in this behalf by the Board of directors from time to time and may draw, accept and endorse bills of exchange and other instruments in the current and authorised business of the Corporation and may sign all other accounts, receipts and documents on behalf of the Corporation.
- The Managing Director shall organize and supervise the office of the Corporation and exercise such powers in connection with the appointments, promotions, termination of service and other disciplinary matters and sanctioning of leave to the staff employed in the Corporation as may be vested by the Board in this behalf and allocate duties to the members to the staff and make such other arrangements as may be necessary for the efficient discharge of the function of the Corporation.
12. Amount of expenditure on the administration of the Corporation:
The Chairman with the prior approval of the Board of Directors and as far as possible shall determine from time to time the amount of the expenditure on the administration of the Corporation.
13. Common seal of the Corporation:
The Common seal of the Corporation shall not be affixed to any instrument except in pursuance of a resolution of the Board of Directors or of the Executive Committee and except in the presence of the Managing Director and one other Director who shall sign the instrument in token of their presence and such signing shall be independent of the signature of any person who may sign the instrument as a witness. Unless executed as aforesaid such instrument shall have no validity
14. Manner and form in which contracts, binding on the Corporation may be executed:
Contracts on behalf of the Corporation may be made as follows:
- Any contract which is by law required to be in writing may be made on behalf of the Corporation in writing signed either by Managing Director or by any other person acting under the authority of the Corporation, express or implied, and may in the same manner be varied or discharged.
- Any contract which will be valid if made by parole, may be made by parole on behalf of the Corporation by any person acting under its authority, express or implied and may in the same manner be varied or discharged.
15. Pleading etc. by whom to be signed:
Plaints, written statements, petitions, vakalat namas affidavits and other documents connected with legal proceedings may be signed and verified on behalf of the Corporation by the Managing Director or the Secretary or any person authorised by the Corporation in this behalf.
The Warehousing Corporations Act, 1962
An act to provide for the incorporation and regulation of corporations for the purpose of warehousing of agricultural produce and certain other commodities and for matters connected therewith.