Chapter 1: Generalities
Article 1. Name of the Company is «Agricultural Support Services Joint Stock Company» which hereafter in this Article of Association briefly called «Company».
Article 2. The Company enjoys legal Identity and financial independence and according to this Article of Association will be managed on the basis of commercial principles and regulations of governmental companies.
Article 3. The Company"s headquarter locates in Tehran and if it seems necessary, establishing branch offices or agencies according to the laws and regulations of establishment of branches or agencies would be permitted.
Article 4. The objective of the Company is producing, providing, preparing, distributing, transporting, purchasing and selling various seeds, modified saplings, materials and pesticides, chemical and organic fertilizer, blended chemical fertilizers, hormones and plants, nutrients which are called in this Article of Association as additive items.
Note 1. Seed and sapling refer to all kinds of bulbs, slips, glands, grafts, stalks, shoots or any part of a plant which are used for propagation.
Chapter 2: Responsibilities and Authorities
Articles 5. The responsibilities and authorities of the Company to realize the aforementioned objectives are as follows:
1. Adopting proper policies and choosing measures in the fields of propagating, providing, distributing, transportating, selling and buying and importing the additive items.
2. Producting, propagating, preparing, providing, distributing, transporting, selling and importing additive items directly or by the help of cooperative and private sectors.
3. Achieving representation from institutions and endowing representation to real or legal persons related to the objectives of the Company to fulfill the duties predicted in article (2) with regard to related regulations
4. Investment and partnership with real persons and purchasing the stocks of other companies to fulfill the goals and objectives of the Company with regard to the related regulations.
5. Achieving credit facilities from banks and credit institutions to fulfill the goals and objectives of the Company with regard to the concerned regulations.
6. Provinding and securing manufactures, spare parts, and accessories, constructional equipment and the related facilities and possibilities both moveable and unmovable to meet the needs of the Company.
7. Concluding contracts with real and legal persons to realize the goals of the Company.
8. Establishing centers for purchasing, sifting and cleaning, seedering, grading the seeds, spraying pesticides and poisons, packaging and preserving additive items.
9. Securing and providing the requirements and participating in all the agricultural and commercial activities and other activities in the framework of the Article of Association to fulfill the afore mentioned targets.
10. Supervising the propagating fields with the cooperation of concerning research institutions.
11. Taking necessary actions to control and oversee as well as providing the necessary facilities for producers of additive items for those have conclude contracts with the Company.
12. Exporting additive items of domestic consumers" surplus, with regard to concerning regulations.
13. undertaking the responsibility of applying studies and inspecting to control the quality and developing the quality and quantity of production.
14. Establishing and managing the workshops and subsidiary factories and also manufacturing and providing the necessary equipment and raw materials concerning with the job and objectives of the Company such as producing and formulating various chemical fertilizers and pesticide.
15. Holding and managing various training courses at the specialized levels to meet the needs of the Company with coordination of concerning officials as well as their approval.
16. Taking all the permitted actions in the context of Company"s duties.
Note 1. The Company is responsible to produce, distribute and secure the country"s needs to modify seeds and saplings (except the seed, and sapling for meadows and pastures and non- propagating goals) it is clear that exporting seed and sapling is out of the scope of the Company"s activities.
Note 2. As ever, producing seed and sapling up to the mother- ship phase lays in the scope of the activities of Research Department of Ministry of Agriculture.
Note 2. The Company is under obligation to make the necessary coordination with the concerned units and institutions of the Ministry of Agriculture to provide and secure the agricultural tools and machineries.
Chapter 3: Company"s Capital
Articles 6. Capital of the Company is Rls. 15∕ 500∕ 000∕ 000 which divided into 15500 shares that each shares is equal to 1∕ 000∕000 that all shares belongs to government.
Note. All the employees, assets, facilities, equipment, buildings, machineries, financial obligations, both transferable and non transferable assets of the cooperative Company as well as the section of chemical fertilizer and pesticide production and the Cooperative Company for seeds and sapling producing, preparation, distribution will be transferred to the Company.
Article 7. All the stocks and shares of the Company belong to government and the general assembly of the Company will under- take the government"s representative.
Article 8. The Capital of the Company would be increasable or reducible by the suggestion of the managing board of directors and approval of general assembly.
Note. The Company shall regard all the properties and assets, both moveable and non-moveable, which have been transferred to the Company according to the fulfillment of article 6 of the Article of Association and point 9 of the letter of approval Nr. 2265, as the enhancement of the capital of the Company.
Chapter 4: The Sections of the Company are as follows:
A. General Assembly
B. Board of Directors
C. Managing Director
D. Inspector (auditor)
Article 10. General Assembly covers two types:
A. Ordinary General Assembly
B. Extraordinary General Assembly
Article 11. Ordinary General Assembly annually holds two sessions: One session at maximum before the end of the first half of the year to study and making decision of fiscal issues as well as other cases that have been placed in the agenda of the general assembly and again at the 2nd half of the year to study and approve the plans and budget of the next year and other cases inserted in the agenda of the assembly.
Article 12. the members of general assembly are:
1. Minister of Agriculture (the Head of Assembly)
2. Minister of Economic and Financial Affairs
3. Ministry of Constructive Jehad
4. Ministry of Commerce
5. The Head of the Plan and Budget Organization
Notion: By the formation of special mother Company for Agricultural supporting services, the members of the aforementioned Company, will undertake the representation of government in the Agricultural Supporting Services Company.
Article B. Duties of Ordinary General Assembly
13-1 Studying and approving the balance sheet and auditing the profits or the losses and financial activities of the Company, proposed by the managing board
13-2 Defining and approving the general policies of the Company
13-3. Studying and approving the budget or amendment of the budget as well as the report of the Company"s annual transactions and other activities
13-4. Approval of financial, regulations and transactions as well as employments which have been suggested by the board of directors with regard to the related regulations
13-5. Adopting decision about selling or transferring the properties of the Company and purchasing and selling properties by the proposal of the board of directors.
13-6. Adopting decision about mortgaging the assets of the Company according to the proposal of the board of directors.
13-7. Deposing and appointing members of the board of directors and managing director by the proposal of the head of ordinary general assembly
13-8. Studying and making decision on the issue of achieving credit or loan from banks or credit institutions and in the necessary conditions endowing credit to branches and allocating budget to executive plans and projects.
13-10. Considering the claims of the Company through peaceful resolutions or arbitration and also withdrawing the claims with regard to the principle No.13, of Constitution of I.R.I.
13-11. Fixing the salaries, wages and advantages of the board of directors and managing director and the wages of inspector with regard to the concerning regulations.
13-12. Defining the amount and consuming cases of the deposits and savings and capital sources in the framework of the approved budget.
13-13. Making decision about inserting a proposal in the agenda according to the current laws and regulations
13-14. Approving the organization of the Company after being approved by the Organization of State Administrative and Employing Affairs.
13-15. Studying and making decision about other cases of the Company which could be placed in the scope of the Article of Association and other laws and regulations which general assembly can make decision about them.
13-16. Studying, decision making, amending and changing the Article of Association in order to be presented to the related authorities and officials
Article 14. Extraordinary general assembly will hold its sessions to make decision on amending or changing the Article of Association, enhancing or decreasing the amount of capital or dissolution of the Company and suggesting the related authorities for final approval.
Notice: The article 14 of the Article of Association has been amended by the cabinet ministers on the basis of approved bill of 48450/T.15293 dated September, 8th, 1996.
Article 15. Board of directors composes of Deputy Minister of Agricultural Jehad and four principle members who are elected by the proposal of the head of general assembly and approval of general assembly for three years and they would keep their own positions up to the next elections. Their re-election is not forbidden.
Managing director will be elected from the circle of the members of the board of directors by the proposal of Minister of Agricultural Jehad and approval of General Assembly.
Note. Deputy of the Ministry of Agricultural Jehad is the non-portfolio member as well as the head of the board of directors and other members of board of directors will follow their duties as portfolio members.
15-1. In the case that one of the members demises, withdraws or is deposed, some one else will be placed for him by the General Assembly. The duration of service of the newly elected member will be up to the end of service of the first person.
15-2. Each month at least one session will be held by the invitation of the head of the board of directors or managing director at the central office of the Company or any other place that announces by the head of the board. The number of the participant shall not be less than three members and decisions will be made through taking vote or ballot from the majority of the present members.
The sessions will be managed by the head of the board of directors or managing director. The board has a notebook that all the decisions have been made will be recorded there and would be signed by the managing board and the present members of the session.
15-3. Power and authorities of the Board of Directors
A. Studying and fixing the proposed budget and preparing the annual report and balance sheet, defining and recording the amount of profits or loses and future executive programs of the Company including financial programs, exploiting programs, developing the facilities and presenting the items to the general assembly to approve them.
B. Approving financial regulations, transactions, new employments, welfare programs and other necessary regulations and presenting them to the concerning authorities to approve them.
C. Approving the policies of connections and communications, exchanging technical, scientific, industrial and commercial information in the field of the concerning issues in the framework of regulations.
D. Approving the policies for receiving loans, credits, from domestic sources according to the approved budget and proposal of the managing director.
E. Propounding the issue of transferring shares or stocks to real or legal persons to be approved according to the related regulations of general assembly.
F. Studying and forwarding measures for purchasing and selling various types of additive items to general assembly.
G. Studying and forwarding the types and the amounts of the additive items could be exported to Ministry of Agriculture.
15-4. Managing director is charged to handle issues of the Company including financial, technical, employment, employees" affairs, the issues of the organization as well as overseeing all the administrative, financial, technical affairs of the branches and agencies of the Company, and the issue of the stocks and partnership of the Company in or with other companies. The managing director could transfer a part of his power to each of the members of the managing board or other managers or employees on his / her choice.
15-5. Managing director is the highest executive position in the Company and enjoys power to manage all the affairs of the Company and exercise the regulations approved by general assembly and board of directors, according to the provisions of the Article of Association. He / she is responsible before all the legislative authorities or officials and also real or legal persons. He has the right to transfer his / her power to others.
Note. Referring claims of the Company to the procedure of arbitrations, choosing an arbitrator and finalizing the issues, depends upon the approval of board of directors and general assembly with regard to concerning regulations.
15-6. Managing director will define and declare the exercising methods in the framework of the Company"s approved laws and regulations.
15-6. Managing director will provide and forward to general assembly the compiled budget, balance sheet, the accounts of profits and loses, and the annual executive programs of the Company with regard to the related regulations and approval of the board of directors to be approved.
15-8. Managing director will provide regulations for employment, financial, transactional, exploitation, administrative and welfare issues and after being approved by the board of directors and after passing the necessary procedures defined in the Article of Association will be submitted to general assembly to be approved.
15-9. all the checks, financial documents and contracts of the Company with regard to the related regulations will be valid only after being signed by managing director or his full authorized representative or one of the members of the board of directors.
Note. All the checks and financial documents once would be valid that after being signed by the authorities who were mentioned in article 15-9, signed by the auditor too.
15-10. Managing director could propose a bonus up to the 10 percent of annual income of the Company as a reward to meet the efforts of employees and managers for promoting the Company"s position with regard to the article 22 of the governmental companies" regulations for employment. The bonus is payable after being approved by board of directors and head of general assembly.
15-11. Managing director must forward a copy of the balance sheet and the accounts of profits and loses and the report of annual activities of the Company to the inspector (auditor) after being approved by the board of director at least one month before the date of convention of the session of general assembly to discuss about them.
Note. All the administrative correspondences will be done by the signature of managing directors or the people could sign for him.
Article 16. Inspector (auditor)
The auditing organization is the office inspector (auditor) of the Company.
16-1. Activities of the inspector (auditor) must not create any obstacle or impediment before the current activities of the Company.
16-2. Fiscal year of the Company starts at the 21st of March and ends at 20th March of the same year, except the first year that begins with the announcement of the Article of Association
16-3.The unpredicted cases in this Article of Association will be according to the country"s laws of commerce and all these laws will be applyable.
According to the letter Nr.6653 dated 3rd July 1994 the Article of Association has been approved by the respected Council of Guardians of Islamic Republic of Iran.