OFFICE OF THE CENTRAL REGISTRAR OF
Government of India
Certificate of Registration
In pursuance of the provisions of the Multi-Unit Cooperative Societies Act. (Act. VI of 1942), the INDIAN FARMERS FERTILISER COOPERATIVE LIMITED, New Delhi, is registered as a multi-unit cooperative society under the Bombay Cooperative Societies Act (Act. VII of 1925) as extended to the Union Territory of Delhi. The registration number of the Society is C.R. 1
Given under my hand and seal this day, the 3rd November, 1967.
( A.C. Bandyopadhyay )
Central Registrar of Cooperative Societies
Department of Cooperation,
Ministry of Food, Agriculture, C.D. & Cooperation,
No. L-11015/8/75-L&M (Vol.IV)
Government of India
Ministry of Agriculture
(Department of Agriculture & Cooperation)
Krishni Bhavan, New Delhi
CERTIFICATE OF REGISTRATION
In pursuance of the provisions of the Multi-State Cooperative Societies Act. 2002, the en bloc amendments to the byelaws passed by the General Body of Indian Farmers Fertiliser Cooperative Limited (IFFCO), New Delhi in their meeting held on 27th September, 202 are hereby registered under Section 11 of the Multi State Cooperative Societies Act. 2002 (39 of 202) and Rules framed thereunder subject to the following :-
Byelaw No.8 – The minimum level of utilization of service as required under section 19(2) should be specified.
Byelaws No.18 – The time limit for taking a decision by the Board of Directors on the resignation of a Member should be specified. Subject to this, the byelaw is registered.
Byelaws No.19 (d) The extent of service/product should be specified. Subject to this the byelaw is registered.
Byelaw No.21 Registered as below :-
“The liability of the members of IFFCO for meeting any deficit in the assets of IFFCO in the event of its being would up, shall be share holdings including unpaid amount.
Byelaw No.27 The byelaw is registered with the stipulation that the following three clauses under the Power of General Body may be also added :-
“(xii) Review of Annual Report and Accounts of Subsidiary Institutions, if any,
(xv) Consideration of Audit Compliance Report.
(xvi) Review of Operational Deficit, if any”.
Byelaw No.34(vi) Registered subject to the condition of overall limit of 21 Directors.
Byelaw No.35(ii) Registered with the addition at the end that the government/ concerned institution will make fresh nomination for the new Board.
Byelaw 43(vi)(a) Registered with the stipulation, “approved by Central Government under the Act and Rules in place of the words prescribed under the Act.
Byelaw No.43(xv) Registered with the addition of “and Rules framed there-under” in the end.
Giver under my hand and seal his __________ day of December, 2002.
Joint Secretary to the Government of India
Central Registrar of Cooperative Societies
The Managing Director,
34, Nehru Place,
As per resolution of the Board in their 297th Meeting held on September 6, 2002 and subsequently adopted by the General Body of IFFCO in 29th Annual General Meeting held on September, 27 2002, the en-bloc amendments of IFFCO Bye-laws, as approved in the Annual General Meeting, will be effective from August 19, 2002. These en-bloc amendments have been registered by the Central Registrar vide Ref. No. L-11015/8/75-L&M (Vol. IV) dated 26.12.2002, subject to certain additional/deletions. The effect of additions/deletions as suggested by the Central Registrar (and registered on December 26, 2002) and as adopted by the Board of Directors of IFFCO on December 28, 2002 shall be effective from the date of Registration i.e. December 26, 2002.
In accordance with the clarification received from the Central Registrar of Cooperative Societies, Government of India, Ministry of Agriculture, (Department of Agriculture & Cooperation), vide letter No.L-11015/8/75-L&M (Vol. III), dated 25th February, 2003, Bye Law No.6&7 of IFFCO are effective from September 27, 2002.
INDIAN FARMERS FERTILISER COOPERATIVE LIMITED
(Registration No. C.R. 1 dated November 3, 1967)
S. No. Description Page No.
1. Name and Address 1
2. Area of Operation 1
3. Objects 2
4. Membership 6
5. Share Capital 7
6. Application for Admission & Allotment of Shares 9
7. Withdrawal, Resignation and Expulsion from Membership 11
8. Liability 12
9. Funds 12
10. Maximum Borrowing Limit 13
11. General Body 13
12. Powers of General Body 16
13. Meetings of the General Body 17
14. Board of Directors 18
15. Meetings of the Board of Directors 20
16. Powers of the Board of Directors 21
17. Chairman and Vice-Chairman 24
18. Functional Directors 24
19. Committees of the Board of Directors/Executive Committee 25
20. Marketing Sub-Committee 27
21. Projects Sub-Committee 28
22. Audit Committee 29
23. Powers of Managing Director 31
24. Allotment of Chemical Fertilizers 33
25. Distribution of Profit of the Society 33
26. Miscellaneous 34
27. Investments of Funds 34
NAME AND ADDRESS
1. (i) The name of the Cooperative Society shall be the Indian Farmers Fertilizers Cooperative Limited (hereinafter called IFFCO). Its registered office shall be at New Delhi;
(ii) The Society shall have a Common Seal. The Common Seal shall be kept in the safe custody of the Officer authorized by the Board. The Common Seal shall not be affixed to any instrument except on the authority of a Resolution of the Board of Directors, or, of the Executive Committee of the Board constituted under Bye-law No.47 and except in the presence of any two Directors, who shall sign every instrument to which the Common Seal is affixed;
(iii) IFFCO shall be a body corporate and shall have the power to acquire, hold and dispose of property, both moveable and immovable, enter into contract, institute and defend suit and other legal proceedings and to all things necessary for the purpose of furthering the interest of its members based on co-operative principles. IFFCO shall conduct its operations in a professional and commercial manner to ensure the social and economic development of its members and optimum returns to its members on their contributions in IFFCO.
AREA OF OPERATION
2. The area of operation of IFFCO shall extend to the whole of the Indian Union. In the interest of its members and its business, IFFCO may extend its operations beyond the Indian Union.
3. (a) The objects of IFFCO shall be to promote the economic interest of its members by conducting its affairs in professional, democratic and autonomous manner through self help and mutual cooperation for undertaking manufacture/production/development of chemical fertilizers, bio-fertilizers, petrochemicals, refining industrial chemicals, and hydrocarbons, their inputs & technologies, and allied products bye- products and conversion, storage, transportation and marketing; undertaking manufacture/ processing/conversion of farm and forestry products, bio- technology, pisciculture and acqua-farming, agriculture machinery and implements and other agricultural inputs/outputs and their conversion, storage, transportation and marketing and undertake trading, shipping, transportation, communication and telecommunication, information technology, power generation and distribution from conventional or non-conventional energy sources, housing, real estate, construction, banking and insurance and to undertake such other activities which are conducive and incidental thereto.
(b) In furtherance of above objects, IFFCO may undertake one or more of the following activities which are indicative but not limited to :
(i) to set up Plant or Plants for manufacture of chemical fertilizers and allied products/bye-products;
(ii) to undertake production, processing and manufacture of insecticides, pesticides, seeds, agricultural machinery and implements and other agricultural production requisites by setting up or taking on lease manufacturing units either directly or in collaboration with or as joint venture with other Cooperative Institution/Public Sector Enterprise or any other agency;
(iii) to acquire, establish, construct, provide and maintain and administer, factories, townships, estates, railway sidings, build yards, wells, water reservoirs, channels, pumping installations, purification plants, pipe lines, carriages, storage sheds and accommodation of all descriptions for facilitating the business of IFFCO;
(iv) to manufacture, store, maintain, sell, buy, repair, alter, exchange, let on hire, export, import and seal in all kinds of articles and things which may be required for the purpose of any of the business of IFFCO or are commonly supplied or dealt in by persons engaged in any such business or which may seem capable of being profitably dealt in connection with any of the business of IFFCO.
(v) to act as warehousing agency under the Warehousing Act and own and construct its own godowns on hire godowns for the storage of fertilizers and other goods;
(vi) to set up storage units for storing fertilizers and other goods by itself or in collaboration with any other Cooperative Institutions or any other agency;
(vii) to maintain transport units of its own or in collaboration with any other organization in India or abroad for movement of goods by land and sea etc;
(viii) to acquire, take on lease or hire land, buildings, fixtures and vehicles and to sell, give on lease or hire them for the business of IFFCO;
(ix) to promote and organize other Cooperative Societies in the field of manufacturing, production and marketing of fertilizers and other agricultural production requisites and agriculture and rural development;
(x) to subscribe to the shares of Cooperative and other Institutions;
(xi) to enter into contracts and collaboration for purchases, production, manufacture and marketing of raw materials, auxiliary products, packing materials, finished products, bye-products and other waste products and also enter into joint marketing and product exchange agreements with other Cooperative Institutions, Public Sector Undertakings or any other agency;
(xii) to enter into collaboration with Cooperatives or others in India or in foreign countries for machinery and equipments, and for technical know-how, consultancy, designing, engineering, construction, erection, operation and maintenance of fertilizer, chemical and other Plants; and marketing of the produce of the same;
(xiii) to provide technical consultancy and other services to member societies and other agencies;
(xiv) to set up agricultural farms by purchasing, acquiring and taking on lease of land from Government Institution and private agency for research and development of agriculture;
(xv) to set up institutes for providing training to the farmers and others in the modern and improved agricultural technology and other areas of Human Resource Development;
(xvi) to provide and arrange for the training of employees of the Cooperative Societies to promote and develop the sales of fertilizers and other agricultural production requisitions in which IFFCO is interested;
(xvii) to take up such other activities which are incidental and conducive to the agriculture and rural development;
(xviii) to establish Branch Offices and Sales Depots in India and abroad;
(xix) to carry on agency business of every kind and description connected with the business of IFFCO.
(xx) to undertake research and such other activities as are incidental and conducive to the development of the industry as well as IFFCO.
(xxi) to undertake processing, marketing, import and export of farm outputs, chemicals, pesticides, implements, agricultural tools and machinery;
(xxii) to set up forestry and undertake processing and marketing of forestry products;
(xxiii) to undertake setting up of industries having national importance or growth potential;
(xxiv) to organize manufacture and marketing of implements, tools and machinery;
(xxv) to organize bio-technology based industries;
(xxvi) to acquire real estates in rural and urban areas and also promote Cooperative Housing for employees and members;
(xxvii) to undertake such other activities as are conducive or incidental to the attainment of main objects of IFFCO;
(xxviii) to own, set up unit/units for manufacture of cement, sugar, petro-chemicals (including man made fibres) electronic items, satellites, special and alloy steel and organize marketing of products thereof;
(xxix) to promote subsidiary institutions for the purpose of furthering the objects of IFFCO.
(c) IFFCO shall take all steps necessary to :
i) Conduct its affairs with Professional Management;
ii) solicit participation of the Cooperative Societies in terms of contribution to equity and participation in the Business;
iii) given effect to the provisions in letter and in spirit of the Multi-State Co-operative Societies Act. 2002 (hereinafter referred to as “the Act”) to ensure democratic functioning of the Society, economic betterment of members and for greater functional autonomy.
4. No individual shall be eligible for membership of IFFCO. The membership of IFFCO will be open to the following :
(i) National Cooperative Federations of agricultural credit marketing/ processing/supply and other agricultural Cooperative Societies;
(ii) State level Cooperative Federations of agricultural credit marketing/ processing/supply and other agricultural Cooperative Societies;
(iii) District, Regional and Primary Cooperative credit/marketing processing/supply and other agricultural Cooperative Societies including Cane Unions;
(iv) Primary Agricultural Cooperative credit, service, multi purpose, cane, irrigation, farming societies and other village agricultural societies;
(v) National Cooperative Development Corporation;
(vi) Govt. of India, to the extent that the Board/General Body of IFFCO require and request;
(vii) Public Financing Institutions to the extent required/requested by the Board/General Body of IFFCO;
(viii) Any cooperative society activities of which are augmentative to the activities and conducive to overall growth of IFFCO.
5. The authorised share capital of IFFCO shall be Rs.1000 crore made up of the following three categories of shares:
(i) 90,000 shares with face value of Rs.1.00 lakh each to be allotted generally to the Government of India, the National Cooperative Development Corporation, Public Financing Institutions, National/ State/Regional Federations and large Processing Cooperatives such as Cooperative Sugar Mills, Cooperative Cane, Unions, District and Central Cooperative Banks, and Central/other cooperative societies, as are willing to subscribe to the shares voluntarily;
(ii) 50,000 shares with face value of Rs.10,000 each to be allotted generally to District and Primary Marketing Processing/Supply and other Cooperative Societies including Cane Unions;
(iii) 5,00,000 shares with face value of Rs.1,000 each to be allotted generally to Primary Societies at the village level.
Provided that the societies mentioned in Sub-Clause (i) which have taken at least one share of Rs.1 lakh and societies mentioned in Sub-Clause (ii) which have taken at least one share of Rs.10,000/- are eligible to take shares of lower denomination as well.
Provided also that societies mentioned in Sub-Clause (ii) and (iii) are eligible for the allotment of higher denomination shares.
6. IFFCO shall quarterly retire and shares held by the non co-operative members like Government of India, and Public Financing Institutions to the extent that the cooperative members subscribe to the equity of IFFCO in order to facilitate greater participation and representation of cooperative members in IFFCO.
7. The value of share(s) may be paid in one lumpsum or in instalments as specified in these Bye-laws. Shares of IFFCO shall be allotted, transferred, redeemed and/or repatriated at face value as per provisions of the Act.
8. Every member shall subscribe to at least one share. However, the rights of the members will only be available if they achieve the basic minimum level of utilization of the service/products or the business of IFFCO as may be determined by the Board from time to time, which shall be minimum hundred tones of sales of IFFCO fertilizers per year for all the States. However, this will be 50 tonnes of sales of IFFCO fertilizers for hilly and North-Eastern States.
No member shall hold more than such portion of shares as may be prescribed in terms of Section 33 of the Act.
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9. Every member, excepting the Government of India and the National Cooperative Development Corporation, shall pay an admission fee as specified;
(i) Village societies Rs.25/- each; and
(ii) Other societies Rs.100/- each
10. A share certificate bearing a distinct number shall be issued for every share or shares allotted.
APPLICATION FOR ADMISSION
AND ALLOTMENT OF SHARES
11. Application for admission as a member of IFFCO, shall be made to the Managing Director in the form, if any, specified by IFFCO for the purpose.
12. At least twenty five per cent of the value of shares to be subscribed by the applicant and the admission fee shall be remitted alongwith the application.
13. Every application for membership shall be disposed of by the Board of Directors within a period of four months from the date of the receipt of the application who shall have power to grant or refuse admission. In case of refusal, reasons thereof shall be recorded and communicated to the applicant within fifteen days.
Provided that if the application is not disposed of within the aforesaid period or the decision is not communicated to the applicant within the period stipulated, the Board of Directors would be deemed to have taken a decision on the expiry of four month refusing admission to the applicant.
14. (i) The Board may, from time to time, make such call or calls, as it may deem fit, in respect of the amounts remaining unpaid on the share held by the members. Every member shall pay such call money within the period mentioned in the call notice;
(ii) If a member fails to pay the amount within the period specified in the call notice, IFFCO shall issue another notice informing the member that in the event of non-payment of call money within 30 days of the notice, the shares in respect of which such notice, is issued, will be liable to be forfeited to IFFCO.
(iii) If a member does not pay the call amount even within the time specified in the second notice aforesaid, the Board of Directors may, by a resolution, order the forfeiture of the shares in respect of which the notice was issued;
(iv) Every forfeited share shall be the property of IFFCO, and may, at any time, be sold or allotted or otherwise disposed of in such manner as the Board may think fit. Provided, however, that at any time before the disposal of the shares, the Board may cancel such forfeitures on such terms and conditions as it thinks fit.
15. A member may, with the approval of the Board of Directors, transfer its shares to another member or to a non-member who is eligible for membership of IFFCO. A fee of Rs.10/- per share shall be payable to IFFCO for each such transfer.
Provided that no such share transfer fee shall be levied in cases;
(i) where Apex Marketing Federation transfers the lower denomination share taken by it to other societies;
(ii) where the share of liquidated, amalgamated or divided societies are transferred to other societies; or
(iii) where part-paid shares of societies are transferred to other societies for purpose of clearance of backlog of calls in arrears of IFFCO.
16. The Board may, on application, by a Member;
(i) approve conversion of shares allotted to it or a part thereof into those of other denominations subject to such conditions as the Board may decide to impose;
(ii) consolidate all or some of the partly paid shares already allotted to member;
WITHDRAWAL, RESIGNATION AND EXPULSION
17. No member shall be permitted to withdraw any of the shares held by it in IFFCO or to resign its membership of IFFCO within 5 years from the date on which it was admitted as a member.
18. The letter of resignation of a member shall be addressed to the Managing Director of IFFCO and such resignation shall take effect from the date on which the resignation is accepted by the Board of Directors. The decision of the Board shall be communicated within a period of four months.
19. A member society of IFFCO shall cease to be a member, if;
(a) its registration is cancelled; or
(b) it transfers and its shares to another society; or
(c) it is expelled by the General Body; or
(d) fails to utilize the service/products/fertilizers of IFFCO for two consecutive years; to the extent determined by the Board from time to time; which shall be minimum hundred tones of sales of IFFCO fertilizers per year for all the States. However, this will be 50 tonnes of sales of IFFCO fertilizers for hilly and North-Eastern States; or
(e) the business of the member is in conflict or competitive with the business of IFFCO; or
(f) the member fails to be represented in three consecutive meetings of the General Body meetings and such absence has not been condoned by the majority of the members present and voting; or
(g) the members is in default of any payments to IFFCO and such payments have been due and payable for a period of more than one year.
20. It shall be the duty of each member to work for and further the interest of IFFCO and its members; and in no way directly or indirectly act against the interest of IFFCO. If a member society and/or its representative does any act prejudicial to the interest of the IFFCO, it shall be open to the General Body of IFFCO to expel such member society provided, however, such member society has been given a reasonable opportunity of being heard.
21. The liability of the members of IFFCO for meeting any deficit in the assets of IFFCO in the event of its being wound up, shall be limited to the extent of their share holdings including unpaid amount.
22. IFFCO may raise funds from one or more of the following sources:
(i) Admission fee;
(ii) Share capital;
(iii) Loans and deposits within India and abroad;
(iv) Debentures, Bonds and Commercial Papers within India and abroad;
(v) Grants-in-aid and donations; and
MAXIMUM BORROWING LIMIT
23. IFFCO shall be eligible to receive deposits and loans from members and other upto 10 times of its paid-up share capital plus accumulated reserves minus any losses.
24. There shall be a Representative General Body (hereinafter called the General Body) and it shall exercise all the powers of the General Body, consisting of:
(i) Members of the Board of Directors;
(ii) One DIRECT Delegate from each Member who has contributed Rs.10 lakh or more to the share capital of IFFCO. Such delegate shall be as per the provisions of the Multi State Cooperative Societies Act/Rules as amended and applicable from time to time; subject to the conditions that:
a) the number of such DIRECT Delegates; including the delegates as at 24(i) shall not exceed 800;
b) the entitled number of DIRECT Delegates in each State/ Union Territory will be decided on the basis of the percent weighted average sales and average share capital contribution in that State/UT;
c) in case the actual number of Direct Delegates from any State/ Union Territory is less than the entitled number of delegates calculated on the basis of weight age of average sales and average share capital contribution as per 24(ii)(b) above, the balance required positions of delegates of that State/UT will be filled up through elections from amongst the representatives of the societies who have contributed share capital of Rs.1 lakh or more but less than Rs.10 lakh from that particular State/UT;
d) such vacancies as per 24(ii)(c) above will be reviewed before the reconstitution of each Representative General Body taking into account, the delegates as per 24(i), the number of Direct Delegates as per 24(ii), weighted average sales and average share capital contribution will take place only for the vacancies calculated as per bye law 24(ii)(c);
e) once the number of Direct Delegates in a State/UT reaches/ crosses the required entitled number of Delegates calculated as per above clause 24(ii)(b), the subsequent clauses 24(ii)(c) and 24(ii)(d) will become redundant and will not be operative in that State; and thereafter the representatives of the societies of that State/UT who have contributed share capital of Rs.1 lakh or more but less than Rs.10 lakh from that State would join the category of societies as covered under Bye law No.24(iii);
f) If the number of member societies covered as per bye-law 24(ii) exceeds the number of entitled delegates calculated on the basis of the weighted average of the sales and the equity contribution in a State/UT, the representatives of the member societies from that State/UT will elect from amongst themselves the required number of entitled Delegates;
g) the elections to fill-in the vacancies for Delegates as per 24(ii)(c), 24(ii)(d) & 24(ii)(f) as above will be held in accordance with the Rules framed by the Board of Directors under the provisions of the Multi-State Cooperative Societies Act as amended and applicable from time to time.
(iii) a) delegates not exceeding 200 to be elected from amongst the representatives of member societies having shares of less than Rs. 1 lakh (other than member societies covered by Bye law no.24(ii) as above) in each State/Union Territory at the rate of one delegate for every 200 member societies or part thereof; provided however, the maximum number of such delegates from any State/Union Territory shall not exceed 25. However, such elected delegates shall be as per the provisions of the Multi-State Cooperative Societies Act/Rules amended and applicable from time to time;
b) once the representatives of the member societies of any State/ UT having shares of rupees 1 lakh or more but less than Rs.10 lakh, become ineligible as per 24(ii)(e) they will join the member societies of that State/UT as per 24(iii)
above to elect the delegates from that State/UT; and thereafter, the representatives of all the member societies having shares of rupees less than 10 lakh will participate in the election for that State/UT;
c) once the total number of elected delegates as per 24(iii)(a) above reaches the maximum limit of 200, the number of delegates in each State will freeze at that number only. However, the societies seeking membership will be accepted and added at appropriate places without any increase in the number of delegates in that State.
25. The delegates shall continue to be members of the General Body of IFFCO for a period of five years or till their successors are elected.
26. The procedure for election of delegates to the General Body from various States shall be in accordance with the Election Regulations framed by the Board of Directors, in accordance with the provisions of the Act and Rules framed thereunder.
POWERS OF THE GENERAL BODY
27. The following, among other matters, shall be dealt with by the General Body:
(i) Election and removal of the members of the Board of Directors;
(ii) Amendment or repeal of any existing Bye-laws or the enactment of any new Bye-laws in accordance with the procedure prescribed in the Act and the Rules made there under;
(iii) Consideration and adoption of Annual Report and Statement of Accounts of last year, Review of Activities of current year and approval of Programme of Activities of ensuing year presented by the Board of Directors;
(iv) Consideration of Audit Report; Appointment of Auditors from the panel of Auditors as prepared by the Board of Directors/Central Registrar, to fix remuneration of Auditors subject to the provisions of the Act.
(v) Expulsion of a member;
(vi) Distribution of net profits;
(vii) Creation of specific reserves and other funds;
(viii) Approval of Annual Budget;
(ix) Review of actual utilization of reserve and other funds;
(x) Review the list of employees who are relatives of members of the Board or of the Chief Executive;
(xi) Formulation of code of conduct for the members of the Board and officers;
(xii) Review of Annual Report and Accounts of subsidiary Institutions, if any;
(xiii) Consideration of Audit Compliance Report;
(xiv) Review of Operational Deficit, if any;
(xv) Any other matter laid before it by the Board of Directors.
MEETINGS OF THE GENERAL BODY
28. Meeting of the General Body of IFFCO shall be held at least once in every Cooperative Year under a resolution of the Board of Directors.
29. A Special Meeting of the General Body shall be called within one month of written requisition from at least 1/5th of the delegates constituting the General Body or from the Central Registrar of Cooperative Societies. The requisition shall state the object for which the Special Meeting of the General Body is to be called.
30. At least 14 days notice shall be given for the Meeting of the General Body to all delegates and nominees who constitute the General Body.
31. The quorum for the Meeting of the General Body shall be 1/5th of the strength of the General Body. If there is no quorum within half an hour from the appointed time, it shall be adjourned to such date and time as the Chairman of the Meeting may decide. If there is no quorum at an adjourned Meeting, the business of the Meeting, excepting the business relating to amendment of Bye-laws, shall be proceeded with/without a quorum.
32. The Chairman of the Board of Directors, and in his absence the Vice-Chairman, shall preside over the Meeting of the General body. In the absence of both the Chairman and Vice-Chairman, the delegates present in the Meeting shall elect a Chairman for the Meeting from amongst themselves.
33. All questions in the Meeting of the General Body other than amendment of Bye-laws shall be decided by a majority of delegates present and voting. In case of equality of votes, the Chairman of the Meeting shall have a casting or second vote.
For the amendments of Bye-laws, the procedure prescribed in the Act and Rules, in force, shall be followed.
BOARD OF DIRECTORS
34. The Board of Directors of IFFCO shall not exceed 21 Directors excluding Functional Directors and Co-opted Directors. It shall consist of:
(i) One nominee each of the Apex Cooperative Marketing Federation who has contributed atleast Rs.2 crore individually as equity from 1st August, 2000 through admission/additional contribution;
However, the states from where the total share capital from all the Cooperative was Rs.1 crore as on July 31, 2000, the concerned Apex Cooperative Marketing Federation will continue to enjoy the rights and privileges of sending their nominee Director directly as before.
In case there are more than 10 such member federations then the first ten in descending order of their ranking would be eligible to nominate one Director each to the Board of IFFCO. The ranking will be based on weighted average of the percentage equity share capital of the concerned State in the total issued share capital of IFFCO and the average sales of IFFCO products in that State as a percentage of the total sales of IFFCO in equal proportion.
Such nominee shall be in accordance with the provisions of the Multi-State Cooperative Societies Act. 2002/Rules.
(ii) Eight Directors to be elected by the General Body;
(iii) Not more than three persons to be nominated by the Central Government based on equity share capital held by the Central Government i.e. one person if the equity share capital is less than 26%, two person if the equity share capital is 26% or more but less than 51%; and three person if the equity share capital is 51% or more of the total issued share capital;
(iv) The Board may co-opt two experts in the field of Management, Finance, Cooperation, Technical and/or Banking or such other professionals who would professionally strengthen IFFCO;
(v) The Managing Director, Finance Director and Marketing Director of IFFCO (all ex-officio);
(vi) The Financing agency or agencies, if any, providing long term credit to IFFCO shall also be eligible to nominate one Director if there is a provision to that effect in the loan agreement; subject to overall limit of 21 Directors.
35. (i) The term of office of the elected Members of the Board of Directors shall be five years, provided, however, that if for any unavoidable reason, fresh elections are not held before the expiry of their term, they shall continue to hold office till the elections are held;
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(ii) The terms of office of the members of the Board who are nominees of the Government or Institutions or Marketing Federations shall be as indicated from time to time by the Government or the concerned Institutions. However, their term will be co-terminus with the term of elected Directors/Board; and the Government/concerned Institutions shall make fresh nominations for the new Board.
(iii) The elected members of the Board shall be eligible for re-election.
36. Casual vacancies in the office of the nominated Directors may be filled up by fresh nominations by the Institutions concerned or as the case may be by the Government.
37. A member of the Board may, at any time, resign from his office by sending his resignation to the Managing Director of IFFCO. Such resignation shall take effect from the day it is accepted by the Board.
38. No member of the Board shall be present at a Meeting when any matter in which he is personally interested is being discussed, nor shall he vote thereupon.
39. An elected Member of Board shall vacate his office if:
(i) The Member Society which he represents ceased to be a Member of IFFCO or is expelled by the General Body;
(ii) If he acquires any disqualification prescribed in the Multi-State Cooperative Societies Act and the Rules framed thereunder;
(iii) If he is absent at more than three consecutive Meetings of the Board of Directors without leave of absence.
MEETINGS OF THE BOARD OF DIRECTORS
40. The Meeting of the Board of Directors shall be convened at the instance of the Chairman. Meetings of the Board of Directors shall be held at least once in every quarter, provided total number of meetings shall not ordinarily exceed six in a year. Two weeks notice shall ordinarily be given for the Meetings of the Board. The quorum for a Meeting of the Board shall be 1/3rd of its total strength.
41. The Chairman of the Board of Directors and in his absence, the Vice-Chairman shall preside over the Meeting of the Board. In the absence of both Chairman and Vice-Chairman, the Directors present in the Meeting shall elect a Chairman for the Meeting from among themselves.
42. All questions in the Meetings of the Board shall be decided by majority of Directors present and voting. Each member of the Board shall have one vote.
POWERS OF THE BOARD OF DIRECTORS
43. The Board of Directors of IFFCO shall have all such powers as are considered necessary or expedient for the purpose of carrying out its functions under the Multi-State Cooperative Societies Act/Rules. Without prejudice to the generality of foregoing power, such power shall include the powers :-
(i) to admit members;
(ii) to authorize convening of Meetings of the General Body;
(iii) to fill any vacancy or vacancies in the Board by co-option;
(iv) to recommend Annual & Supplementary Budgets for approval by the General Body;
(v) to recommend to the General Body, distribution of profit;
(vi) (a) to appoint, suspend or remove the Managing Director and to approve his salary, allowances, pension, gratuity, retirement benefits and other terms and conditions of service. However, as long as the Central Government holds fifty one percent or more of the Equity Share Capital or of total shares of IFFCO, the salary and allowances, pension, gratuity, retirement benefits and other terms and conditions of service of the Managing Director shall be such as approved by the Central Government under the Act. and the Rules.
(b) to appoint, suspend or remove the Finance Director and the Marketing Director and to approve their salary, allowance, pension, gratuity, retirement benefits and other terms and conditions of service;
(vii) to appoint, suspend or remove other officers in Grades ‘A’ and ‘B’;
(viii) to decide matters relating to withdrawal, transfer and forfeiture of shares;
(ix) to raise funds for the business of IFFCO as per Bye-law No.22, to determine the terms and conditions therefore and to charge the assets, properties etc., of the Societies as security for loans that may be raised by it;
(x) to determine terms and conditions of collaboration with Cooperative and others in India and aboard;
(xi) to settle the terms and conditions regarding retirement of share capital contributed by Government of India and National Cooperative Development Corporation;
(xii) to authorise person or persons to sign on IFFCO’s behalf, bills, notes, receipts, acceptance, endorsements, cheques, releases, contracts and documents;
(xiii) to appoint trustee or trustees, attorney or attorneys, agent or agents for the business of IFFCO;
(xiv) to refer any claims or demands by or against IFFCO for arbitration and to observe and perform the awards;
(xv) to frame regulations for the election of delegates to the General Body, Members to the Board of Directors and for the conduct of Meetings of the General Body and the Board of Directors as per the Act and Rules framed there under;
(xvi) to sanction contracts of all values unless otherwise provided for in these Bye-laws;
(xvii) to frame regulations regarding appointment of employees and the scales of pay, allowances and other conditions of service including disciplinary action against such employees, in accordance with the Act./Rules;
(xviii) to sanction posts for the Administration of the affairs of IFFCO in Grade ‘A’ to ‘C’;
(xix) to appoint such Committees, Sub-Committees of Standing Committees as may be necessary and delegate to them such powers as may be appropriate;
(xx) to place the annual report, annual financial statements, annual plan and budget for the approval of the general body;
(xxi) to consider the audit and compliance report and place the same before the general body;
(xxii) to recommend to the General Body the panel of auditors and their remuneration;
(xxiii) to examine for formulate the terms for the formation and continuance of subsidiary institutions and all matters related and incidental to it;
(xxiv) to review membership in other Cooperatives;
(xxv) to acquire or dispose of immovable property;
(xxvi) to take decisions regarding investment of funds of IFFCO in excess of the powers delegated to the Managing Director;
(xxvii) to approve payment of Ex-gratia amounts to the employees of IFFCO.
CHAIRMAN AND VICE-CHAIRMAN
44. There shall be a Chairman and a Vice-Chairman elected by the Board of Directors from among themselves. The Chairman and in his absence, the Vice-Chairman shall preside over the Meeting of the General Body and the Board of Directors.
45. The term of office of the Chairman and Vice-Chairman shall be co-terminus with the term of the Elected Members of the Board unless Chairman or Vice-Chairman ceases to be a Director earlier. In case of any vacancy within this period, the Board shall fill up the vacancy through re-election for the unexpired term of the Board.
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46. i) There shall be three functional directors i.e. Managing Director, Finance Director and Marketing Director. They shall be in whole time employment of IFFCO and members of the Board of Directors.
ii) The Managing Director shall be the Chief Executive of IFFCO and shall aid and assist the Board of Directors in its functions. He shall be member of all the committees, sub-committees and sub-groups of the Board of Directors as may be constituted.
COMMITTEES OF THE BOARD OF DIRECTORS
47. The Board of Directors shall constitute an Executive Committee consisting of the following:
1. Chairman of the Board of Directors;
2. Vice-Chairman of the Board of Directors;
3-7. Five Directors to be elected by the Directors representing cooperatives;
8. One nominee of the Government of India;
9. One representative of the Financing Institutions or any other Director as thought appropriate by the Board;
10. Managing Director;
11. Finance Director;
12. Marketing Director.
The members of the Executive Committee shall not exceed 12.
48. The Executive Committee shall be responsible for the efficient management of the Society’s various Establishment/Projects. It shall have the following duties and responsibilities subject to the overall control and authority of the Board of Directors:
(i) to examine and recommend to the Board, the budget estimates;
(ii) to approve all investment proposals of capital nature upto the limit of Rs.15 crore;
(iii) to create posts in Grade ‘F-1’ to ‘D’;
(iv) to authorize execution of documents for and on behalf of the Society and authorise the use of Common Seal of the Society as provided for in Bye-law No.1(ii);
(v) to grant loans to employees where the amount and repayment terms are not covered under the Service Rules of the Society;
(vi) to approve all revenue expenses and purchases which exceed the powers vested in the Managing Director under the Bye-laws;
(vii) to appoint Trustee or Trustees, Attorney or Attorneys, Agent or Agents for the business of IFFCO.
(viii) to refer any claims or demands by or against IFFCO for arbitration, perform awards and to negotiate the compromise, upto an amount of Rs.50 lakh;
(ix) to raise funds for the business of IFFCO as per Bye-law No.22, to determine the terms and conditions therefore and to charge the assets, properties etc., of the Society as security for loans that may be raised by it;
(x) subject to approval of the Board, to frame and/or approve regulations, rules, manuals for the conduct, supervision and management of the business and affairs of IFFCO;
(xi) to appoint such Committee, Sub-Committee or Standing Committee as may be necessary and delegate to them such powers as may be appropriate. Provided also that the Executive Committee shall have such other additional powers and functions as may be assigned to it, from time to time, by the Board of Directors for the efficient management of the Society’s various establishments/projects.
49. (i) The Executive Committee shall meet at such time and place as is considered necessary. A week’s notice shall ordinarily be given for a Meeting of the Executive Committee. The Meeting of the Executive Committee shall be convened at the instance of the Chairman. The quorum of the Meeting shall be one-third of its total strength or 5 which-ever is higher, 3 of whom at least shall be other than whole-time employees of the Society;
(ii) The Chairman of the Board of Directors shall be the Chairman of the Committee. In the absence of the Chairman, the Vice-Chairman shall preside over the Meeting of the Committee. In the absence of the Chairman and the Vice-Chairman, the Committee shall elect one of its Members as Chairman of the particular Meeting;
(iii) All questions arising at any Meeting shall be decided by a majority vote of Members present and in case of equality of votes, the matter shall be referred to the Board of Directors.
50. The Board of Directors shall constitute a Marketing Sub-Committee.
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51. The Marketing Sub-Committee shall be responsible for the efficient management of the marketing operations of the society.
It shall have the following duties and responsibilities subject to overall control and authority of the Board of Directors:
(i) to formulate and recommend to the Board for approval the overall marketing policy for the sale of fertilizers and agricultural inputs;
(ii) to lay down distribution strategy including channels and outlets for the sale of fertilizers and agricultural inputs;
(iii) to recommend to the Board of Directors for approval matters relating to the pricing policy concerning fertilizers and allied products;
(iv) to lay down guidelines and norms for the distribution margins and credits for the sale of the products;
(v) to recommend to the Board of Directors for approval/changes/ modifications considered necessary in the agreement entered into between Society and its marketing associates;
(vi) to approve the norms and modifications thereof, if any, regarding sharing of the marketing costs between the Society and its marketing associates within the frame work of the Marketing Agreement.
Provided also that the Marketing Sub-Committee shall have such other additional powers and functions as may be assigned to it, from time to time, by the Board of Directors for the efficient management of the Marketing operations of the Society.
52. The Board of Directors shall constitute a Project Sub-Committee.
53. The projects Sub-Committee shall be responsible for the efficient management of the projects undertaken by the Society.
It shall have the following duties and responsibilities subject to overall control and authority of the Board of Directors:
(i) To review overall progress of the Projects and details programmes and Schedules;
(ii) To review the Reports on time and cost control;
(iii) To review organization structures and staffing of the Projects;
(iv) To review the various contracts and selection of Contractors and Vendors;
(v) To review the actions taken by the Management on the various clearances.
Provided also that the Projects Sub-Committee shall have such other additional powers and functions as may be assigned to it, from time to time, by the Board of Directors for the efficient management of the Projects undertaken by the Society.
53A. The Board of Directors will constitute on Audit Committee consisting of the Chairman, Vice Chairman, three non-official Directors, Managing Director and Finance Director.
It will have the following duties and responsibilities subject to the overall control and authority of the Board of Directors:
a) Oversee the Society’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
b) Reviewing with management the annual financial statements before submission to the Board, focusing primary on:
– Any change in accounting policies and practices;
– Major accounting entries based on exercise of judgement by management;
– Compliance with accounting standards;
– Significant adjustments arising out of audit;
– The going concern assumption;
– Observations/comments of the Auditors in draft audit report.
c) Reviewing the half-yearly and annual financial statements before submission to the Board, and also ensuring compliance of internal control system;
d) Reviewing with the management, external and internal auditors, the adequacy of internal control systems;
e) Holding periodical discussions with the Auditors about the scope of audit including the observations of the auditors;
f) Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and reporting structure, coverage and frequency of internal audit;
g) Discussion with internal auditors on any significant findings and follow up there on;
h) Reviewing the finding of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
The Audit Committee shall have the authority to investigate into any matter in relation to the items falling under its scope of work or referred to it by the Board.
POWERS OF MANAGING DIRECTOR
54. The Managing Director shall exercise the following powers:
(i) to have a general control over the Administration of IFFCO;
(ii) to convene the Meetings of the Board of Directors/Executive Committee/Sub-Committees at the instance of the Chairman, and to maintain proper Minutes/records for such meetings;
(iii) to be responsible for the general conduct, supervision and management of the day-to-day business and affairs of IFFCO;
(iv) to receive all moneys and securities on behalf of IFFCO and to make arrangements for the proper maintenance and custody of cash balance and other properties of IFFCO.
(v) to endorse and transfer promissory notes, Government and other securities and to endorse, sign, negotiate cheques and other negotiable instruments on behalf of IFFCO;
(vi) to sign all deposit receipts, open new accounts/close existing bank accounts and operate on the account(s) of IFFCO with the banks;
(vii) to be the officer of IFFCO to sue or to be sued on behalf of IFFCO and sign all bonds and agreements on behalf of IFFCOL or to authorize officers for the purpose;
(viii) to create, subject to budget provision, posts in Grade ‘G’ and below and to appoint, suspend or terminate employment of personnel in respect of these Grades;
(ix) to appoint, promote suspend, terminate employment and take disciplinary action including stopping of increments, reversion etc. of personnel upto and including ‘C’ Grade in accordance with the regulations framed by the Board of Directors under Bye-law No.43 (xvii);
(x) to determine powers, duties and responsibilities of the employees of IFFCO.
(xi) to institute, conduct, defend, compound or abandon any legal proceeding by or against IFFCO or its officer or otherwise concerning the affairs of IFFCO and also to compound and allow time for payment or satisfaction of any claims or demand by or against IFFCO;
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(xii) subject to the regulations, if any, which may be framed by the Board of Directors, to enter into negotiations, sanction contracts and incur revenue expenditure; and to rescind and vary such contracts and do all such acts, deeds and things in the name of and on behalf of IFFCO in relation to any of the matters aforesaid for the purpose of IFFCO upto the value of Rs.2 crore at a time.
(xiii) to assign all or any of the powers, authorities and discretions vested in him to any employee or employees of IFFCO, subject to the ultimate control and authority being retained by him;
(xiv) to make arrangements for the proper maintenance of various books and records of the Society, to arrange correct preparation and timely submission of periodical statements and returns to various agencies, as is required;
(xv) to assist the Board of Directors in the formulation of policies, objectives and planning;
(xvi) to certify copies of entries in the Books under the Act;
(xvii) to furnish to the Board of Directors periodical information necessary for apprising the operations and functioning of IFFCO;
(xviii) to present the draft annual report and financial statements for the approval of the Board;
(xix) to appoint Occupier of Factories under the Factories Act. 1948;
(xx) Any other matter as may be delegated or directed to be dealt with by the General Body or the Board of Directors.
ALLOTMENT OF CHEMICAL FERTILISERS
55. The Board of Directors shall draw up an annual programme for allocating the products of IFFCO to various States/Union Territories in proportion to the value of shares paid by all Societies in each State/Union Territory and in accordance with the ECA Plan approved by the Government of India. The allotment for a State/Union Territory shall be made to Apex Cooperative Marketing Society or to any other organization as may be determined by the Board of Directors. In the event of any allottee not accepting with a specified period, the allotment made to it. Managing Director shall reallocate the products.
DISTRIBUTION OF PROFITS OF THE SOCIETY
56. Subject to the provisions of the Act and the Rules framed thereunder, the net profits of IFFCO shall be distributed by the General Body as follows:
(i) at least 25 percent shall be carried to the Reserve Fund;
(ii) credit such portion, as is prescribed, to the Cooperative Education Fund maintained by the National Cooperative Union of India; or any other agency designed by the Committee to administer the Fund;
(iii) the remaining amount may be allocated to any or all the purposes detailed below:
(a) dividend on shares subject to a ceiling of maximum 20% in a year.
(b) rebate to members on purchases;
(c) building, education, charitable or any other funds.
(iv) the undistributed profits shall be added to the Reserve Fund of IFFCO. However, an amount of at least 10% shall be transferred to the reserve fund for meeting unforeseen losses;
(v) payment of ex-gratia to the employees of IFFCO in accordance with the scheme approved by the Board.
57. In the event of a conflict between the Bye-laws of IFFCO and those of the affiliated societies, the Bye-laws of IFFCO shall prevail.
58. No act of the General Body or the Board of Directors shall be deemed invalid by reason of any defect in the election of a Member thereof or by reason of any vacancy therein not having been filled in.
59. The society shall maintain a Contributory Provident Fund for the benefit of its employees in accordance with the provisions of Employees Provident Fund and Miscellaneous Provisions Act. 1952.
INVESTMENT OF FUNDS
60. IFFCO may invest or deposit its funds in Public Financing Institutions as defined in Section 4A of Companies Act and/or in such other modes as permitted in accordance with MSCS Act. 2002 and Rules framed there under.
Board of Directors
The Directors of IFFCO
Shri Surinder Kumar Jakhar, Chairperson
Shri N.P. Patel, Vice-Chairperson
Shri Chandra Prakash
Shri S.L. Dharme Gowda
Shri Kartick Chandra Sarkar
Shri harminder Singh Jassi
Shri M. Gopal Reddy
Shri Ankushrao R. Tope
Shri Rajhans Upadhyaya
Shri G.C. Maikota
Shri Sheesh Pal Singh
Shri Raj Kumar Tripathi
Shri Balvinder Singh Nakai
Shri Ravindra pratap Singh
Shri K. Srinivasa Gowda
Shri K. Somashekhar Rao
Shri Simachal Padhy
Shri Pramod Kumar Singh
Shri R.K. Dhami
Shri B.S. Vishwanathan
Dr. U.S. Awasthi (Managing Director)
Shri D.K. Bhatt (Dy. Managing Director-cum-Marketing Director)
Shri Rakesh Kapur (Dy. Managing Director)
Shri V.K. Bali, Director (Technical)
Dr. G.N. Saxena, Director (Coop. Development)
Shri S.K. Mishra, Director (HRD)
Mr. K.L. Singh, Director (Joint ventures)