BYE-LAWS OF KRISHAK BHARATI COOPERATIVE LIMITED

BYE-LAWS
OF
KRISHAK BHARATI COOPERATIVE LIMITED

NAME AND ADDRESS

1. (i) The name of the Cooperative Society shall be KRISHAK BHARTI
COOPERATIVE LIMITED (hereinafter called KRIBHCO).

(ii) Its Registered office shall be in the National Capital Territory of Delhi.

COMMON SEAL
2. KRIBHCO shall have a Common Seal. The Common Seal shall be kept in the safe custody of the Managing Director. 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 Byelaw No.50 and except in the presence of any two Directors, who shall sign every instrument to which the Common Seal is affixed.

DEFINITIONS

3. The words/expressions appearing in these Byelaws shall have the following meaning unless otherwise provided:

(i) “ACT” means the Multi-State Cooperative Societies Act, 1984.

(ii) “RULES” means rules framed under the multi-State Cooperative Societies Act, 1984.

(iii) “CENTRAL REGISTRAR” means the Central Registrar of Cooperative Societies appointed under Sub-Section (1) of Section 4 of the Act, and includes any officer empowered to exercise the powers of the Central Registrar under Sub-Section (2) of that Section of the Act.

(iv) “APEX COOPERATIVE FEDERATION” means a federal Cooperative Society whose area of operation extends to the whole of State or Union Territory.

(v) “APEX COOPERATIVE MARKETING FEDERATION” means a federal Cooperative Society engaged in the marketing processing of agricultural produce and supply of production requisites and consumer goods and the area of which extends to the whole of a State or a Union Territory.

(vi) “NATIONAL COOPERATIVE FEDERATION” means a federal Cooperative Society whose area of operation extends to the whole of Indian Union with membership including apex Societies.

(vii) “REGIONAL COOPERATIVE SOCIETY” means a federal Cooperative Society whose area of operation extends to more that one district or more than one State or a Union Territory.

(viii) “DISTRICT COOPRATIVE SOCIETY” means a federal Cooperative Society whose area of operation extends to the whole of District.


(ix) “SOCIETY” means a Cooperative Society registered under the Cooperative Societies Act applicable to the State or Union Territory in which it is established.

(x) “TRIBAL COOPERATIVE FEDERATION” means a federal Cooperative Society whose area of operation extends to the whole of State/Union Territory or more than one District in a State and whose main objects include promotion of economic interests of the tribal population in the area.

(xi) “TRIBAL COOPERATIVE DEVELOPMENT CORPORATION” means a Corporation created by State legislation whose area of operation extends to the whole of State/Union Territory or more than one district in a State and whose main objects include promotion and development of tribunal cooperative for the betterment of living standards and serving the socio-economic needs of tribal population in the area.

(xii) “DELEGATE” means a person who is duly nominated by a member Society/Institution or elected by member Cooperative Societies and who is qualified to attend the meetings of the General Body of KRIBHCO in accordance with these Byelaws.

(xiii) “GENERAL BODY” means a body of duly nominated/elected representatives of members and constituted in accordance with these Byelaws.

(xiv) “BOARD” means Board of Directors of KRIBHCO constituted in terms of these Byelaws.

(xv) “EXECUTIVE COMMITTEE” means the Executive Committee constituted by the Board of Directors in terms of these Byelaws.

(xvi) “SUB-COMMITTEE” means a Committee constituted by the Board of Directors or Executive Committee to undertake specific tasks to further the objects of KRIBHCO.

(xvii) “MANAGING DIRECTOR” means a person appointed as per the provisions of the Act, the Rules and these Byelaws as the Chief Executive Officer of KRIBHCO.

(xviii) “SHARES” means a share in the share capital of KRIBHCO.

AREA OF OPERATION

4. The area of operation of KRIBHCO shall extend to the whole of the Indian Union.

OBJECTS

5. The objects of KRIBHCO shall be to promote the economic interest of its members of undertaking the business of manufacture, production, development, processing, conversion, sale, distribution, marketing, import, export, trade or otherwise deal in store, or transport, build, construct, fabricate or otherwise turn to account, in India and abroad of chemical fertilisers, bio-fertilisers, man made fibres, detergents, soaps, chemicals, petro-chemicals, drugs and pharmaceuticals, paper, industrial products, cement, steel, electronic products, satellite receivers, pesticides, seeds, agricultural machinery and implements and other agricultural inputs, agricultural items, agro – based industrial items, food products, aquaculture, forestry products, power generation and distribution from conventional or non-conventional energy sources, textiles, automobiles, breweries, housing and real estate, construction and fabrication, and to provide/undertake the business of oil exploration, communication and tele- communication, shipping, trading, banking and insurance and undertake such other activities which are conducive and incidental thereto.

(i) to set up, lease, take on hire, acquire plant to plants for manufacture/production/conversion/processing of all or any of the product including their allied products/by-products, and inputs either directly or in collaboration or as a Joint Venture with any other agencies or persons including other cooperative societies, public sector or private sector enterprises;

(ii) to undertake production, processing, manufacture, sale distribution, marketing, import, export and to otherwise deal in agricultural production requisites;

(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 description;

(iv) to manufacture, store, maintain, sell, buy, repair, alter, exchange, let on hire, export, import and deal in all kinds of articles and things which may be required for the purpose of any the business of KRIBHCO 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 KRIBHCO;

(v) to act as warehousing agency under the Warehousing Act and own and construct its own godowns or hire godowns for the storage of fertilisers and other goods;

(vi) to set up storage units for storing fertilisers and other goods by itself or in collaboration with any other Cooperative Institution or any other agency;

(vii) to maintain transport units of its own or in collaboration with any other organisation in India and abroad for movement of goods by any form of manner of transportation including by land, sea etc;

(viii) to acquire, take on lease or hire, land, buildings, fixtures and vehicles and to sell, give on lease on hire them;

(ix) to promote and organise other Cooperative Societies in the fields to which KRIBHCO extends its activities;

(x) to subscribe to the shares of Cooperative and other Institutions and bodies corporate;

(xi) to enter into contracts and collaboration for purchase, production, manufacture and marketing, sale and distribution of raw materials, auxiliary products, packing materials, finished products, by-products and other waste products and also enter into Joint marketing and products exchange agreements with other Cooperative Institution, Public Sector Undertaking or any other agency or person;

(xii) to enter into collaboration with Cooperative or others in India in foreign countries;

(xiii) to provide technical, consultancy and other services to member societies and other agencies and persons;

(xiv) to set up agricultural farms by purchasing, acquiring or taking on lease of land from Government, Institutions and private agencies for research and development of agriculture;

(xv) to set up institute for providing training to the farmers and other in the modern and improved agricultural practices, 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 fertiliser, other agricultural production requisites and other activities in which KRIBHCO 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;

(xix) to carry on agency business of every kind and description connected with the business of KRIBHCO;

(xx) to undertake research and such other activities as are incidental and conducive to the development of the industry as well as KRIBHCO;

(xxi) to undertake production and/or processing of agricultural items including mushroom, and agro-based industrial items and food products, including sugar, fruit and vegetable processing, starch products, and fibre board, molasses based products;

(xxii) to set up forestry;

(xxiii) to undertake Bio-technology based industries;

(xxiv) to acquire real estates in rural and urban areas and also promote cooperative housing for employees and members; and

(xxv) to undertake such other activities as are conducive or incidental to the attainment of main objects of KRIBHCO.

MEMBERSHIP

6. (a) The membership of KRIBHCO shall be open to the following:
(i) National Cooperative Federations of agricultural credit/marketing/ processing/supply and other agricultural Cooperative Societies;

(ii) Apex Cooperative Federations of agricultural credit/marketing/ processing/supply and other agricultural Cooperative Societies at the State and Union Territory level;

(iii) Regional and District Cooperative credit marketing/processing/ supply and other agricultural Cooperative Societies;

(iv) Primary agricultural cooperative credit/marketing/processing/supply and other agricultural Cooperative Societies including sugar factories, cane unions, dairy cooperatives, farmers service societies etc;

(v) Consumers’ Cooperatives at various levels engaged in the sale of fertilisers and other agricultural production requisites;

(vi) Tribal Cooperative Federation and Tribal Cooperatives Development Corporations engaged or designed to engage amongst others in the sale of fertilisers and other agricultural production requisites;

(vii) Indian Farmers Fertiliser Cooperative Limited;

(viii) National Cooperative Development Corporation;

(ix) Government of India;

(x) Other Government Organisations/Undertaking engaged or designed to engage in the sale of fertiliser or other agricultural production requisites;

(xi) Public Financing Institutions;

(xii) Any Cooperative Society, activities of which are augmentative to the activities and conducive to overall growth of KRIBHCO.

(xiii) Nominal Membership

Any such other persons/Societies/Institutions not covered under Byelaw 6 (a) above with whom KRIBHCO is likely to do business in connection with construction of plants, purchase, sales, storage and transport of raw materials for finished goods, may be admitted as nominal members provided the application for admission to such membership is received alongwith the admission fee of Rs.1000/- is duly accepted by the Board of Directors. Such admission fee shall not be refundable in any case. Such members will have right to vote or participate in the Management of KRIBHCO or in the sharing of its profits or liabilities.

SHARE CAPITAL

7. The authorised Share Capital of KRIBHCO shall be Rs.500 crores consisting of :

(i) 45,000 shares of Rs.1 lakh each to be subscribed by Government of India, National Cooperative Development Corporation, Government Organisations/Undertakings, IFFCO, National/State Cooperative Federations and large processing Cooperatives such as Cooperative Sugar factories etc.

(ii) 16,000 shares of Rs.25,000 each to be subscribed by Regional, District Cooperative Societies, Dairy Cooperatives, Tribal Cooperative Federations and Tribal Cooperative Development Corporations.

(iii) 10,000 shares of Rs.10,000 each to be subscribed by Primary Cooperative Societies including Cane Unions and Farmers’ Service Societies.

Provided that the Societies/Organisations mentioned in sub-clause (i) and (ii) which have taken one share of Rs.1 lakh and Rs.25,000 respectively are eligible to take additional shares of lower denomination as well.

Provided also the Societies/Organisations in sub-clause (ii) and (iii) are eligible for the allotment of higher denomination shares.

8. KRIBHCO may retire partially or fully the shares held by the Government of India, the National Cooperative Development Corporation IFFCO and the Govt. Organisations, at such time and in such manner as may be agreed upon between it and the Government of India/National Cooperative Development Corporation/IFFCO and the Govt. Organisations, as the case may be.

(a) KRIBHCO may retire partially or fully the shares held by the State and Central Cooperative Banks as required by the Reserve Bank of India from time to time, subject to the provisions of Byelaw No.19.

9. The value of share may be paid in one lumpsum or in instalment as specified in these Bye-laws.

10. Every member shall subscribe to atleast one share.

11. Every member, excepting the Government of India and the National Cooperative Development Corporation shall pay an admission fee of Rs.100/-, which shall not be refundable in any case.

12. A Share Certificate bearing a distinct number shall be issued for every Share or Shares allotted.

APPLICATION FOR ADMISSION AND ALLOTMENT OF SHARES

13. Application for admission as a member of KRIBHCO shall be made to the Managing Director in the form, if any, specified by KRIBHCO for the purpose.

14. Atleast 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.

15. Every application for membership shall be disposed of by the Board of Directors who shall have power to grant or refuse admission. In case of refusal reasons thereof shall be recorded and communicated to the applicant.

CALLS AND FORFEITURE OF SHARES

16. (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 shares 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 this amount within the period specified in the call notice, KRIBHCO 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 KRIBHCO;

(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 Shares shall be the property of KRIBHCO 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 any time before the disposal of shares, the Board may cancel such forfeiture on such terms and conditions as it thinks fit.


TRANSFER OF SHARES

17. 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 KRIBHCO. A fee of Rs.10/- per share shall be payable to the Society for each such transfer.

Provided that no such share transfer-fee shall be levied in case (i) where Apex Marketing Federation transfer and shares taken by it to other Societies (ii) where the shares liquidated, amalgamated or divided societies are transferred to other Societies or (iii) where part-paid shares of Societies are transferred to other Societies for purposes of clearance of backing of calls in arrears of KRIBHCO.

CONSOLIDATION OF SHARES

18. The Board may, on application by a member consolidate in the interest of clearance of backlog of calls in arrears of KRIBHCO all or some of the party-paid shares already allotted to member.

WITHDRAWAL, RESIGNATION AND EXPULSION FROM MEMBERSHIP

19. No member shall be permitted to withdraw any of the shares held by it in KRIBHCO or to resign its membership of KRIBHCO within 5 years from the date on which the resignation is accepted by the Board of Directors.

20. The letter of resignation of a member shall be addressed to the Managing Director of KRIBHCO and such resignation shall take effect from the date on which the resignation is accepted by the Board of Directors.

21. A member/member society of KRIBHCO shall cease to be a member if:

a) Its registration is cancelled; or

b) It transfers all its shares or all of the shares held by it are retired in accordance with the Byelaws; or

c) It is expelled by the General Body.

22. It f a member intentionally does any act prejudicial to the interest of the KRIBHCO, it shall be open to the General Body of KRIBHCO to expel such member provided, however, such member has been given a reasonable opportunity of being heard.

LIABILITY

23. The liability of members of KRIBHCO for meeting any deficit in assets of KRIBHCO in the event of its being would up, shall be limited to the unpaid amount of their subscribed.

SOURCES OF FUNDS

24. The KRIBHCO may raise funds from one of more of the following sources:

(i) Admission Fee;
(ii) Share Capital;
(iii) Loans and Deposits;
(iv) Debentures, Bonds and Commercial papers;
(v) Grant-in-aid and Donation; and
(vi) Profit.

MAXIMUM BORROWING LIMIT

25. KRIBHCO shall be eligible to receive deposits and loans from members and other and incur liability in any other way upto ten times of its paid up shares capital plus accumulated reserves minus any losses or upto such limits as may be permitted by the Act and the Rules.

GENERAL BODY

26. (i) The final authority shall vest in the General Body of the Society constituted in accordance with these Byelaws.

(ii) There shall be a Representative General Body of KRIBHCO (hereinafter called the General Body) consisting of:

a) Members of Board of Directors;

b) One delegate to be nominated by each of the member society/ organisation holding shares of the value of Rs.5 lakhs and above; and

c) Delegates to be elected from amongst the representatives of member societies/organisations (other than those holding shares of the value of Rs.5 lakhs and above) in each State/Union Territory at the rate of one delegate for every 100 members or part thereof; provided, however, the maximum number of such delegates from any State/Union Territory shall not exceed 20.

27. (i) The elected delegates shall continue to be members of the General Body of KRIBHCO for a period of Five years or till their successors are elected. Any interim vacancy of vacancies may be filled by co- option by the Board of Directors from amongst the representatives of the constituencies concerned and such co-opted delegates shall be the members of the General Body for the unexpired period only.

(ii) The term of office of nominated delegates shall also be for a period of five years and co-terminus with the period of elected delegates. However, member societies/organisations eligible to nominee delegates shall have the right to replace their nominees in between and the period of such replaced nominees shall be for the remaining term of the General Body.

28. The procedure for election of the delegates to the General Body from various States/Union Territories shall be in accordance with the subsidiary rules and regulations framed by the Board of Directors, with the approval of the Central Registrar.

POWERS OF THE GENERAL BODY

29. The following, among other matters, shall be dealt with by the General Body:

(i) Election and removal of members of the Board of Directors, except those nominated by the Government of India, IFFCO and Financing Institutions, provided, member to be so removed has been given a reasonable opportunity of being heard:

(ii) Amendment or repeal of any existing Byelaw or enactment of any new Byelaws provided that all such amendment(s) will require the approval of the Government of India and IFFCO until such time as the Share Capital subscribed by the Government of India and IFFCO is fully retired;

(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;

(v) Expulsion of member;

(vi) Distribution of net profits;

(vii) Any other matter laid before it by the Board of Directors.

MEETINGS OF THE GENERAL BODY

30. Meeting of the General Body of KRIBHCO shall be held at least once in every Cooperative Year under a resolution of the Board of Directors.

31. A special meeting of the General Body shall be called within one month of written requisition from atleast 1/5th of the Delegates constitutiong the General Body or from the Central Registrar of Cooperative Societies. The requisition shall state the object for which the special meeting of General Body is to be called.

32. Atleast 14 days notice shall be given for the meeting of the General Body to all delegates and nominees, who constitute the General Body.

33. The quorum for the meeting of the General Body shall be 1/5th of the strength of the General Body or 25, whichever is less. 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 Byelaws shall be proceeded with or without the quorum.

34. 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 meeting shall elect a Chairman for the meeting from amongst themselves.

35. All questions in the meeting of the General Body other than amendment of Byelaw 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 of second vote.

36. For the amendment of Byelaws, the procedure prescribed in the Multi-State Cooperative Societies Act, and Rules shall be followed. However, a two third majority of the members present and voting at general meeting will be necessary to pass the amendment.

BOARD OF DIRECTORS

37. a) The Board of Directors of KRIBHCO shall consist of :
(i) Six Directors to be elected by the General Body of whom three shall be the representatives of Apex Marketing Federations of different States/Union Territories;

(ii) Not more than five persons to be nominated by the Government of India;

(iii) Five Directors to be nominated by IFFCO of whom one will be a Functional Director;

(iv) The Managing Director, Finance Director, Marketing Director and Operations Director (all ex-officio);

(v) The Indian Financing agency or agencies, if any, providing long-term credit to KRIBHCO shall also be eligible to nominate one Director each, subject to maximum of three;

(vi) Managing Director, National Cooperative Development Corporation;

(vii) The Board shall co-opt one export as Director from amongst eminent economist or management experts or experts on cooperation.

b) The total strength of Board of Directors of KRIBHCO shall not exceed 25.

38. (i) The term of office of the elected members of the Board of Directors shall be 3 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 for a further period of one year or till the elections are held, whichever is earlier.

(ii) The terms of the Members of the Board who are nominees of the Government of India or IFFCO or Financing Institutions shall also be for a period of three years and co-terminus with elected Directors or as indicated from time to time by the Government or concerned Institution.

(iii) The term of office of co-opted Director under Byelaw 37 (vii) shall be co-terminus with the elected members of the Board.

39. A casual in the office of an elected Director shall be filled by the Board of Directors by co-option from amongst the Delegates of the same constituency. The director so co-opted shall retire at the next meeting of the General Body and the vacancy shall be filled up by election for the remainder of the term, if any, of the Director, in whose place the vacancy originally occurred. Casual vacancies in the office of the nominated Directors may be filled up by fresh nominations by the Institutions concerned or by the Government, as the case may be.


40. A member of the Board may at any time, resign from his office by sending his resignation to the Managing Director of KRIBHCO. Such resignation shall take effect from day it is accepted by the Board.

41. 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.

42. An elected member of the Board shall vacate his office if:

(i) the member Society which he represents ceases to be a member of KRIBHCO or is expelled by the General Body or his nomination is withdrawn by the member Society, which he represents

(ii) if he acquires any disqualifications prescribed in the Cooperative Societies Act and Rules framed thereunder;

(iii) if he fails to attend three consecutive Board Meetings without showing satisfactory reasons to the Board.

MEETING OF THE BOARD OF DIRECTORS

43. The Meeting of the Board of Directors shall be convened at the instance of the Chairman or in his absence, the Vice-Chairman. 14 days notice shall ordinarily be given for the meeting of the Board. The quorum for a meeting of the Board shall be 1/3rd of its total strength.

44. The Chairman of the Board of Directors, and in his absence, the Vice-Chairman shall preside over the meetings of the Board. In absence of both Chairman and Vice-Chairman, the Directors present in the meeting shall elect a Chairman for the meting from among themselves.

45. All questions in the meeting of the Board shall be decided by majority of Directors present and voting. In case of equality of votes, the chairman of the meeting shall have a casting of second vote.


POWERS OF THE BOARD OF DIRECTORS

46. The Board of Directors of KRIBHCO shall have all such powers as are considered necessary or expedient for the purpose of carrying out its functions under the Act and the Rules. Without prejudice to the generally of foregoing powers, such power shall include the powers;

(i) to admit members;

(ii) to authorise convening of meetings of the General Body;

(iii) to fill any vacancy or vacancies in the Board amongst the elected Directors by co-option;

(iv) to fill any vacancy or vacancies in the General Body amongst the elected delegates by co-option;

(v) to approve annual and supplementary budgets;

(vi) to recommend to the General Body distribution of profit;

(vii) to admit members;

(viii) to authorise convening of meetings of the General Body;

(ix) to fill any vacancy or vacancies in the Board amongst the elected Directors by co-option;

(x) to fill any vacancy or vacancies in the General Body amongst the elected delegates by co-option;

(xi) to approve annual and supplementary budgets;

(xii) to recommend to the General Body distribution of profit;

(xiii) to appoint, suspend or remove the Managing Director, Finance Director, Marketing Director and the Operations Director, subject to the prior approval of Government of India;

(xiv) to appoint, suspend or remove officers, other than Functional Directors, in Grades ‘A’ and ‘B’;

(xv) to decide matters relating to withdrawal, transfer and forfeiture of shares;

(xvi) to raise funds for the business of KRIBHCO, 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, provided that such powers shall be exercisable with the prior approval of the Government of India, except in matters relating to short-term advances for working capital;

(xvii) to determine terms and conditions of collaboration with Cooperatives and others in India and aboard;

(xviii) to settle the terms and conditions regarding retirement of share capital contributed by the Govt. of India, IFFCO, National Cooperative Development Corporation and State/Central Cooperative Banks.

(xix) to authorise person or persons to sign on KRIBHCO’s behalf, bills, notes, receipts, acceptances, endorsements, cheques, releases, contracts and documents;

(xx) to appoint trustee or trustees, attorney or attorneys, agent or agents for the business of KRIBHCO;

(xxi) to refer any claims or demands by or against KRIBHCO for arbitration and to observe and perform the awards;

(xxii) to frame, with the approval of the Central Registrar suitable 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 Board of Directors;

(xxiii) to sanction contracts of all values unless otherwise provided for in these byelaws;

(xxiv) to frame regulations regarding recruitments, scales of pay and service conditions of employees of KRIBHCO in accordance with the Act/Rules;

(xxv) to sanction posts for the administration of the affairs of KRIBHCO in Grade ‘A’ to ‘C’;

(xxvi) to delegate all or any of the powers, authority and discretion vested in the Board to the Managing Director or other employee or employees of KRIBHCO subject to the ultimate control being retained by the Board;

(xxvii) to appoint such Committee, Sub-Committees or Standing Committee subject to provision of the Rules and delegate to them such powers as may be appropriate.

CHAIRMAN AND VICE-CHAIRMAN

47. 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 meetings of the General Body and the Board of Directors.

48. 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.

FUNCTIONAL DIRECTORS

49. The Managing Director, Finance Director, Marketing Director and Operations Director shall be whole time officers of KRIBHCO. So long as the Government of India and IFFCO continues to be the major share holders of KRIBHCO together holding not less than 51% of the total paid up share capital, the appointment as well as the terms and conditions of service of the Managing Director, Finance Director, Marketing Director and Operations Director of KRIBHCO shall require prior approval of the Government of India.

EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS

50. a) 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;

(3-5) Three Directors representing elected Directors to be elected by the Board of Directors from amongst themselves:

(6-7) Two nominees of IFFCO of whom one will be a Functional Director;

(8-9) Two nominees of the Government of India;

(10) One representative of the Financing Director;

(11) Managing Director;

(12) Finance Director;

(13) Marketing Director;

(14) Operations Director;

b) The term of Executive Committee shall be co-terminus with that of Board of Directors.

51. The Executive Committee shall be responsible for the efficient management of the Society’s various establishments/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 crores;

(iii) to create posts in Grades ‘F1’ to ‘D’;

(iv) to authorise execution of documents for and on behalf of the Society and authorise the use of Common Seal of the Society as provided for in Byelaw No.2;

(v) to grant loans to employees where the amount and repayment terms and not covered under the Service Rules of the Society;

(vi) to approve all revenue expenses and purchases which exceeds the powers vested in the Managing Director under the Byelaws;

(vii) to appoint Trustee or Trustees, Attorney or Attorneys, Agents or Agents for the business of KRIBHCO;

(viii) to refer any claims or demands by or against KRIBHCO for arbitration, perform awards and to negotiate the compromise, upto an amount of Rs.50 lakhs.

(ix) to raise funds for the business of KRIBHCO and determine the terms and conditions therefore and charge and assets and properties etc. of KRICHCO as security for loans that may be raised by it provided such powers shall be exercisable with the prior approval of the Government of India, excepting matters related to short-term advances for working capital;

(x) subject to the approval of the Board, to frame and/or approve regulations, rules, manuals for the conduct, supervision and management of the business and affairs of KRIBHCO;

(xi) 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.

52. (i) The Executive Committee meet at such time and place as is considered necessary. The meeting of the Executive Committee shall be convened at the instance of the Chairman or, in his absence, the Vice-Chairman. The quorum for the meeting shall be one-third of its total strength or 5 members, whichever is higher, 3 of the 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 Chairman and 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.

(iv) 7 days notice shall ordinarily be given for the meeting of the Executive Committee.

POWERS OF MANAGING DIRECTORS

53. The Managing Director shall exercise the powers and discharge the functions specified below:

(i) to have a general control over the administration and act as Chief Executive of the Society;

(ii) to convene the meeting of the General Body/Board of Director/ Executive Committee/or any other Committee/Sub-Committee of KRIBHCO at the instance of the Chairman or, in his absence, the Vice-Chairman and maintaining proper records for such meetings;

(iii) to be responsible for the general conduct, supervision and management of the day-to-day business and affairs of KRIBHCO.

(iv) to receive all moneys and securities on behalf of KRIBHCO, to take arrangements for the proper maintenance and custody of cash balance and other properties and to invest surplus funds of KRIBHCO as per the provisions contained in the Act & the Rules framed thereunder;

(v) to endorse and transfer promissory notes, Government and other securities and to endorse, sign, negotiate cheques and other negotiable instruments on behalf of KRIBHCO.

(vi) to sign all deposit receipts and operate on the account of KRIBHCO with the Bank;

(vii) to be the officer of KRIBHCO to sue or to be sued on behalf of KRIBHCO and sign all bonds and agreements in favour of KRIBHCO;

(viii) to create, subject to budget provision, posts in Grade “G” and below;

(ix) to appoint, promote suspend or terminate employment of personnel upto and including “C” Grade in accordance with the regulations framed by the Board of Directors under Byelaw No.46 (xviii).

(x) to determine powers, duties and responsibilities of the employees of KRIBHCO;

(xi) to institute, conduct, defend, compound or abondon any legal proceeding by against KRIBHCO or its officer or otherwise concerning the affairs of KRIBHCO and also to compound and allow time for payment or satisfaction of any claims or demand by or against KRIBHCO.

(xii) subject to the regulation, if any, which may be framed by the Board of Directors, to enter into negotiations and sanction contracts during the construction phase and 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 KRIBHCO in relation to any of the matter aforesaid for the purposes of KRIBHCO upto the value of Rs.2 crores at a time;

(xiii) to delegate all or any of the powers, authorities and discretions vested in him to any employee or employees of KRIBHCO 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; and

(xvi) to furnish to the Board of Directors periodical information necessary for apprising the operations and functioning of KRIBHCO.

MARKETING OF PRODUCTS

54. a) The Board of Directors shall draw up annual programme for allocating the products of KRIBHCO to various States/Union Territories. This programme shall, however, be subject to season- wise allocations made by the Government of India under ECA. The season-wise allotment thus made as decided by the Government of India under ECA shall be offered to Apex Cooperative Marketing Society or any other organisation as may be determined by the Board of Directors. In the event of any allottee not accepting the allotment made to it, within a specified period, Managing Director shall re-allocate the products.

b) In respect of products other than fertilisers manufactured by the Society in India and marketed under ECA, the marketing policies shall be as laid down by the Board of Directors from time to time.

DISTRIBUTION OF PROFITS OF THE SOCIETY

55. Subject to the provision of the Act and Rules framed thereunder, the net profits of KRIBHCO shall be distributed by the General Body as follows:

(i) at least 25% shall be carried to Reserve Fund;

(ii) Credit such portion, as prescribed in the Act and Rules, to the Cooperative Education Fund maintained by the National Cooperative Union of India;

(iii) the remaining amount may be allocated to any or all the purposes detailed below:

a) dividends on Shares;

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 KRIBHCO.

MISCELLANEOUS

56. In the event of a conflict between the Byelaws of KRIBHCO and those of the affiliated Societies, the Byelaws of KRIBHCO shall prevail.

57. No act of the General Body, the Board of Directors or the Executive Committees or other committees shall be deemed invalid by reasons of any defect in the election of the member thereof or by reason of any vacancy therein not having been filled in accordance with these Byelaws.