چهارشنبه, 18 ژوئيه 2018
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Ministry of Commerce

The Cabinet members approved Governmental Trading Corporation of Iran’s Articles of Association in the meeting dated  1383/3/27 on the basis of the proposal No. 1/17976 dated 1382/9/24 of Ministry of Commerce & with reference  to the article No.4 of the law of cultural , social & economic development third program of Islamic Republic of Iran (approved in 1379) as follows :

Governmental Trading Corporation of Iran

Articles of Association

Chapter one – Essentials & Capital

Article 1 The corporations name is: " Governmental Trading Corporation of Iran (Holding Co.) " , that henceforth is called , "Corporation" in brief in the Articles of Association & it is established by combination of Commercial Services Development Company (CSDC) with Governmental Trading Corporation of Iran in the execution of Resolution No. H 24246 T /1586 dated 1381/11/21 of Cabinet members & Enactment No. t.13/561 dated 1381/2/28 of Administrative Supreme Council.

Article 2 The purpose of establishing this corporation is: Organizing government tenure activities in the course of market arrangement, providing, preparation, preservation, transactions, distribution of necessary, crucial & basic goods & also stocks management in subset companies.

Article 3 The corporations headquarters is located in Tehran & Corporation can afford to establish branches or agencies inside or abroad with the approval of general assembly & with consideration of relevant rules & regulations for executing the determined operations in the Articles of Association.

Article 4 The Corporation owns an independent legal entity & is managed within the framework of the Articles of Association & the rules & regulations ruling on governmental companies & it is affiliated to the Ministry of commerce.

Article 5 The period of corporation is unlimited.

Article 6 The Corporations capital amounts to 15 milliards & 100 millions (15,100,000,000) rials that is divided into 10 shares of 10 millions rials. All the shares belong to the government.

Chapter two – The Subject of Activities & Obligations of the Corporation

Article 7 Below items are some of corporation’s Obligations & activities:

1.Organizing, preparation & entrusting governmental shares of    transferable subset companies in the direction of expanding the role of cooperative & private sections & expanding competition in supporting activities & trading services.

2.Dissolution, entrustment, reestablishment, transposition, transfer of manpower & tasks of subject companies in the framework of relevant rules & regulations.

 

3.Participation & investment in companies with consideration of relevant rules & regulations for production , equipment & developing of necessary facilities in order to expand the network of providing, preparation,  transportation & distribution of basic goods related to the subject of the corporation.

4.Membership in the commission of the bill subject about   governmental purchases, such as providing initial materials &  public food supplies from abroad, approval dated 1359/9/24 of Revolution council.

5.Regulating , supervising & accomplishing necessary commercial activities in the direction of execution of market arrangement politics & protecting domestic production implemented by the government & also presenting trading services such as : import, purchase, providing preservation equipments, storage (warehouse, silo & etc...), preparation, distribution, sale & exporting necessary , crucial & basic goods & other commodities making use of current devices, e.g., cash markets, future markets, permission of transportation & also constitution & development of silos & storage warehouses.

6..Obtaining credit & loan from the banks & establishments & also loan payment to the persons & legal entities in order to accomplish corporations purposes according to the relevant rules & regulation.

7.Preparing laboratory, research, training. Commercial & financial services via subset companies.

8.Preparing & arranging tariffs of laboratory & research services & presenting to General Assembly in order to make decision.

9.Supervision on production & distribution of flour in the course of quantity & quality all over the country.

10.The management of stocks & the subset companies & implementing correct management & leading them in order to increase  yield & profit & making a desired use of their facilities & accomplishing necessary internal auditing & control .

11.Proceeding all kinds of activities related to the corporation purpose.

Chapter three – Corporations Statesmen

Article 8 The Corporations statesmen are as follows:

a-   General Assembly

b-   Board members & managing director

c-    Controller (Auditor)

 Article 9 The Corporations General Assembly consists of:

a-   The Minister of Commerce (Chairman of General Assembly)

b-   The Minister of Economy & Finance

c-    The Minister of Agricultural Jihad

d-   The Minister of Industry & Mining

e-    The head of Administration & Planning Organization

Note: If any member of the corporations General Assembly cannot afford to attend, the presence of his representative is without obstacle in the General Assembly.

Article 10 - Corporations General Assemblies are as follows:

a-   Regular General Assembly

b-   Special General Assembly

Article 11 The regular General Assembly takes place at least two times in a year in order to approve corporations financial statements & integrative financial statements of the corporation & its subset companies, approval of corporations budget & dealing with the other mentioned subjects.

Note: The chairman of General Assembly will invite the board members, controller (auditor) in order to take place a special General Assembly on the basis of the request of the members.

Article 12 The regular General Assembly will become official with the presence of members majority & the special General Assembly will become official with the presence of at least four members. The decisions made in the regular General Assembly will be valid with three pro votes & in the special General Assembly with four pro votes. The invitation of General Assembly, whether regular or special, will be accomplished by mentioning date & place of taking place the meeting & its agenda in a writhen invitation from the chairman of General Assembly at least ten days before the meeting date. The backgrounds related to the subjects in the agenda of the Assembly, will be sent to the Assembly members with a written invitation from the chairman of the Assembly.

Article 13 The tasks of regular General Assembly are as follows:

1.Review & approval of corporation politics & operational program.

2.Review & making decision about the yearly operation report, controllers (auditors) report, corporations financial statements, corporations integrative financial statements & corporations budget.

3.The election of board members of corporation on the basis of the proposal of Assembly chairman for a period of two years. 4.The election of controller (auditor) of corporation.

5.Making decision about the assets & the way of dividing the net profit of corporation with consideration of relevant rules & regulations.

6.Determining the salary & fringe benefits of board members & controllers (auditor) fees with consideration of relevant rules & regulations.

7.Review & approval of enormous construction of corporation & determining the ceiling of requested jobs & the program of taking corporations manpower into services after getting confirmed by the head of Administration & Planning Organization.

8.Making decision about establishing a new company or participation in other companies with consideration of relevant rules & regulations.

9.Making decision about corporations employment, transactions & financial rules & regulations according to the board proposal & its presentation to the legal authorized persons in order to get approved.

10.Approval & notifying of distinct criteria of investment for the subset companies.

11.Review & making decision about transferring the shares concluded in entrustment belonged to the corporation in the subset companies in the framework of relevant rules & regulations.

12.Making decision about the undeceived accounts & those claims in doubt.

13.Determining the head of teamwork for operational auditing.

14.Approval of reconciles & claims reference to the judgment with consideration of Principle No. 139 of Constitutional Law of Islamic Republic of Iran.

15.Making decision about dissolution & entrustment of subset companies in the framework of relevant rules & regulations. 16.Making decision about selling fixed assets.

17.Making decision about other subjects which are located in the agenda of the General Assembly with consideration of the Articles of Association.       

Article 14- The tasks of special General Assembly are as follows:

1.Making decision about increase or decrease of corporations capital in the framework of law & presentation of proposal to the cabinet members in order to get approved.

2.Presentatation of proposal about revising or changing the corporation’s Articles of Association to the cabinet members in order to get approved.

3.Review & making decision about dissolution of corporation in the law frame work & presentation of proposal to the cabinet members in order to get approved.

Article 15- The Corporations board will consist of five duty-bound members, who will be elected by the approval of regular General Assembly from among those knowledgeable ones in the specialities related to the corporation activities for a period of two years & will remain on their positions until the expiration of this period & accomplishing new elections. They can be elected again for the next periods without any obstacle.

Note 1:  The chairman of the board & managing director will be in the position of Deputy Commercial Minister, too.

Note 2: Every duty–bound member of the board must be active in one of the activities areas of the corporation in full- time & in the way that the board determines.

Article 16- The board meetings will be official with the majority presence of the members & the decisions will be made by the pro votes majority of the board members.

Article 17- The board meetings will take place at least one time in a month & regularly & the agenda will be sent to the members by the chairman & managing director one week before the meeting.

Note: The meetings of the corporations board will be managed by the chairman & managing director, & if the chairman is not attended, it will be managed by the vice-chairman.

Article 18- Agendas of the board will be arranged with consideration of con votes & signed by the attended members.

The responsibility of notification & follow up the enactments of the board will be with the chairman & managing director.

Article 19- The board members & managing director of the corporation & the board of subset companies are not permitted to admit any position (whether duty-bound or not) in other holding companies & their subset companies.

Article 20- The board has full authority for taking any actions by the name of the corporation & any operations by the name of the corporation & any operations & transactions related to the subject of corporation activities , which making decision about them is not in the charge of General Assembly.

The board has below special authorities:

1-     The proposal of corporation politics & operational program (concluding purposes & plans) to the regular General Assembly.

2-     Dealing with & confirming yearly budget of the corporation, yearly operation report, corporation financial statements & integrative financial statements of the corporation & its subset companies in order to present to the General Assembly.

3-     Compilation & proposal of investment criteria for subset companies to the General Assembly.

4-     Planning & presenting the training program in order to train & promote the management staff in the subset companies in the framework of relevant rules & regulations.  

5-     Review & presentation of proposal about the saleable shares of subset companies of corporation according to the relevant rules & regulations to the General Assembly.

6-     Preparation of entrustable companies for sale.

7-     Improving the construction, determining the base price of sale according to the relevant regulations , the proposal of timing program for selling entrustable companies, presenting complete financial information such as financial statements confirmed by the legal authorized persons & the shares percent of all the shareholders & other relevant information in this course, Articles of Association & the names of the shareholders & other documentaries & evidences related to the base price determination to the privatization organization according to the situation in the framework of enactments of the General Assembly.

8-     Preparation & proposal of enormous construction & the requested jobs of corporation to the General Assembly in order to get approved.

9-     Accomplishing the internal auditing about the financial activities, operations, transactions & expenses of the corporation & its subset companies.

10-                      Approving the policies & politics & subset companies in the framework of the enactments of General Assembly & Ministry of Commerce.

11-                      Providing & confirming the rules & regulations of financials, transactions & employment affairs & presenting to the General Assembly.

12-                      Determining full authorized representatives in the General Assembly of subset companies of corporation.

13-                      Review & proposal of revising or changing the Articles of Association or close- down of subset companies in the law framework to the General Assembly in order to get reviewed & sending the decision to the cabinet members in order to get approved.

14-                      Making decision about the rules & regulations related to financial, transactional & employment affairs of the subset companies after getting confirmed by the relevant authorities & presenting proposal to the cabinet members in order to get approved.

15-                      Dealing with & making decision about controller’s auditor’s) report, financial statements & attached notes & budgets of subset companies.

16-                      Determining the controller (auditor) of the subset companies with consideration of relevant rules & regulations.

17-                      Review & approval of enormous construction & the programs for taking manpower in to services for subset companies in the framework of rules & enactments of General Assembly.

18-                      Approval of detailed establishments of corporation in the framework of enormous establishments with consideration of relevant rules & regulations.

19-                      Approval of movable & unmovable transactions, contracts, whether absolute or mortgage, transactions with the right of restoration, rent, leasing & accomplishing any kind of banking & trading operations in the country & abroad.

20-                      Determining salary, fringe benefits & the award of the managers of subset companies with consideration of relevant rules & regulations.

21-                      Electing the members & supervising on team work (committee) of auditing.

22-                      Presenting proposal for revising the Article of Association & close–down of subset companies in order to the General Assembly of the corporation in order to get reviewed & sending the decision to the Cabinet members to get approved.

23-                      Implementing the General Assembly’s tasks & duties in subset companies.

24-                      Opening all kinds of bank accounts & making use of them by the name of the corporation with consideration of relevant rules & regulations in the country or abroad.

25-                      Approval of the sample of contracts text, that one party is the corporation & the other party is legal entity or Iranian person.

26-                      Making decision about the managing directors proposal on the wastages.

Article 21- The board is duty–bound to send a copy of corporations financial statements & integrative financial statements of the corporation & its subset companies & also the boards report in the legal appointed deadline to the controller (auditor) in order to get investigated & commented.

Note: The base of preparation, arrangement & presentation of financial statements & integrative financial statements, is the irrevocable accounting standards.

Article 22- The board can entrust some part of its authorities to the chairman & managing director on its own responsibility.

Article 23- The chairman & managing director has the highest executional status of corporation , that is elected from among the board members by the order of the head of General Assembly for a period of two years.

The chairman & managing director is in charge of the corporation affairs according to the rules & regulations of the Articles of Association & can entrust some part of his authorities & duties to of his employees on his own responsibility.

Articles 24- Below items are some of the chairman & managing directors duties:

1-   Executing the enactments of the General Assembly & the board.

2-   Providing the yearly budget & financial statements of the corporation & integrative financial statements of the corporation & its subset companies & presenting them to the board.

3-   Providing & arranging the operational program of the corporation & presenting it to the board.

4-   Managing the technical, financial, administrative & employment affairs of the corporation.

5-   Removing and appointing the employees of the corporation.

6-   Proposing the employment, transactional & financial rules & regulations to the board.

7-   Proposing the corporation’s establishments to the board.

8-   Granting the necessary letter authorizing in order to entrust the subset companies concluded in entrustment to privatization organization in the framework of the enactments of General Assembly.

Article 25- All the financial papers & documents & promissory documents & contracts of the corporation should be undersigned by the managing director & one of the board members. The administrative correspondences will be undersigned by the managing director or his representative.

Note: All the withdrawal from the bank accounts undersigned by the authorities in charge in the above article & the agent of the Ministry of Finance in the corporation, is possible.

Article 26- The chairman & managing director is the legal representative of the corporation in face of legal entities & persons & all the administrative & judicial authorities & can entrust his right to the others in order to defend the corporation’s rights & follow up of claims & planning them whether retribution & judicial. The managing director can take into actions in order to entrust the items to the judgement with consideration of regulations & confirmation of General Assembly.

Article 27- If the period of management of the managing director expires, his actions will be valid & executable until the new managing director is determined.

Article 28- The corporation will have a controller (auditor), who be elected by the approval of General Assembly from among auditing institutions that are the members of Official Auditors Society of Iran or Auditing Organization for a period of one year.

Note: controller (auditor) has no right to interfere in the current affaire of corporation & his dealing should not prevent the normal routine activities of corporation.

Chapter four- Balance sheet & profit & loss Account

Article 29- The financial year of corporation will be from Farvardin 1st to the end of Esfand of the same year.

Article 30- The financial statements must be presented to the controller (auditor) on the legal appointed deadline.

Chapter five- Other rules & regulations.

Article 31- A subset company means a company whose shares belong to G.T.C of Iran by any rate & a subset company, that more than 50 percent of its shares belong to G.T.C of Iran, is called a “Dependent Company”.

The Articles of Association have been approved by the Sentinel council according to the letter No. 83/30/7850 dated 1383/4/11.

 

 

Mohammad Reza Aref

The First vice- President

 

 

 

Copy notified to:

˜ Supreme leadership office, President office, the Head of judiciary Branch Office, the first vice–President office, President Parliament Affairs & Judicial Deputy Office, the Head of system of Government Interest Distinguishing Office., Examining the finances of government departments Court, Administrative judgement Court, Islamic Parliament rules General office, all the ministries, governmental establishments & organizations, Islamic Revolution Institutions, Islamic Republic of Iran official Newspaper, Government Information councils Secretariat & Cabinet office.