Kerala State Coastal Area
Development Corporation Ltd.
(A Government of Kerala Undertaking)
KSCADC
MEMORANDUM OF ASSOCIATION
&
ARTICLES OF ASSOCIATION
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Form 1
Certificate of Incorporation
Corporate Identity Number : U45208KL2008SGCO23577 2008-2009
I hereby certify that KERALA STATE COASTAL AREA DEVELOPMENT
CORPORATION LIMITED is this day incorporated under the Companies Act, 1956
(No. 1 of 1956) and that the company is private limited.
Given under my hand at Ernakulam this Twenty Second day of December Two
Thousand Eight.
Sd/-
(JOSEKUTTY V E)
Assistant Register of Companies,
Kerala and Lakshadweep
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MEMORANDUM OF ASSOCIATION
OF
KERALA STATE COASTAL AREA DEVELOPMENT
CORPORATION LIMITED
I. The name of the Company is KERALA STATE COASTAL AREA
DEVELOPMENT CORPORATION LIMITED.
II. The Registered Office of the Company will be situated in the State of Kerala.
III. A. The Main Objectives of the Company to be pursued on its incorporation
are:-
1. To plan, formulate and implement various sustainable development projects
and programs of the coastal areas of Kerala to effect sustainable fisheries
development and for the benefit of the coastal communities in their economic
activities and for their social development at par with the mainstream society
and for the purpose to develop or otherwise set up all economic, marketing
and social infrastructure facilities for coastal areas including but not limited to
fishing harbours, fish landing centres, cold chain, community fish production,
storage and marketing centres, drinking water supply schemes, road linkages,
sanitation facilities, social infrastructure including health and sanitation
facilities not conflicting with the activities of other departments
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B. The Other Objects Incidental or Ancillary to the attainment of the main
objectives are:-
1. To undertake studies and surveys to understand the status of development in
coastal areas and to identify the technical, economic and social needs of the
coastal communities with a total development perspective and for the purpose
engage any expert agencies/ consultants from outside the company and to plan
and develop appropriate projects based on the analysis of various studies,
recommendations of expert committees and to implement them for total area
development efforts.
2. To acquire, by purchase, lease, exchange or otherwise, land, buildings, minerals,
properties, patents, licenses and any other rights, interests or privileges which it
may seem to obtain for the purpose of attainment of the main objectives of the
Company.
3. To promote research and development for evolving appropriate technologies for
achieving the main objectives of the Company.
4. To enter into all types of internal or external, foreign collaborations, license
agreements, technical assistance, financial or commercial arrangements for
the fulfillment of any of the objectives herein contained.
5. To co-ordinate and facilitate the activities of various Government departments,
Non Governmental Organizations, and other voluntary institutions towards
contributing their efforts and aids, including fund mobilization, to the integrated
development projects/programs for the coastal areas and to pool the outputs from
various institutes, organizations and agencies operating for the development of
various dimensions of coastal area development
6. To assist development of coastal shipping/feeder line cruise activities for the
attainment of the main objectives of the Company.
7. To promote specific subsidiary companies for the delivery of services in the
coastal areas, on a need basis.
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8. To plan and develop sustainable fish-resource management programs in the
coastal seas and coastal areas.
9. To undertake any other coastal project/consultancy work assigned by the
Government, other states, statutory bodies and agencies from time to time.
10. To open any kind of account in any nationalized or scheduled banks and to
draw, make, accept endorse, execute and discount any promissory notes,
cheques, bills of exchange, hundies and other negotiable and transferable
instruments in connection with the business of the Company
11. Subject to the provisions of section 58A of the Companies Act, to raise funds
from all available sources including commercial banks and Development
funding institutions by mortgage, charge or lien up on the whole or any part of
the properties and assets, whether present or future.
12. To establish branches and other offices or such units either in India or abroad
to carry on the activities undertaken by the Company.
13. To receive grants, donations or other moneys from the Central Government,
State Government, Local Bodies, Companies, Corporations, Co-Operative
Societies, Trusts or individuals with or without interest in order to carry out the
objectives of the Company.
14. To lend or advance money, either upon or without security, and to
borrow or raise or secure the payment of money in such manner as
the Board of Directors may deem fit, and in particular by the issue
of debentures, debenture stock, bonds, deposits, obligation and
securities of all kinds, but not carrying out banking business within the
meaning of the Banking Regulation Act, 1949.
15. To pay all costs, charges and expenses incurred or sustained in or about
the promotion and establishment of the Corporation which the Board
may consider to be in the nature of preliminary expenses including
therein the cost of advertising, printing and expenses attendant upon the
formation of branches and agencies.
16. To invest the funds of the Company, not immediately required, in any manner
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from time to time, in such assets, properties, securities, shares, species or
investments or otherwise deal therewith as may, from time to time, be determined
by the Board of Directors and sell or vary all such investments and to execute
all assignments, transfers, receipts and documents that may be necessary in that
behalf.
17. To construct, maintain and alter any buildings or works necessary or
convenient for the purpose of the Company or to improve, reconstruct any
government building with or without consideration for setting up any
office, work-shed or store in connection with any scheme or project
approved by the Board.
18. To receive, improve or develop any land belonging to the Government
of Kerala or the Government of India, Local Body or Statutory Body for
agricultural, fishery or industrial development, directly or in
collaboration with Government, Local or Statutory Bodies.
19. To set up, run and manage work production centres for manufacture
of goods required for attaining the main objects of the company.
20. To employ brokers, commission agents and under-writers and to
provide for remuneration of such persons for their services for
promotion of the business of the Company in accordance wi th the
provisions of the Companies Act, 1956.
21. To employ and remunerate experts to investigate and examine the
condition, prospects , value and circumstances of any scheme for
the welfare of the coastal communities including fishermen .
22. To enter into any partnership or arrangement for joint working with
any other company, firm or person carrying on business with the
same or similar objects of this Corporation.
23. To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise,
dispose of, and turn into account or otherwise deal with all or any
part of the properties and rights of the Corporation.
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24. To accept stocks or shares in, or the debentures, mortgage debenture
or other securities of any other company in payment or part
payment for any services rendered or for any sale made to or debt
owing from any such company.
25. To acquire and undertake the whole or any part of the business,
property, and liabilities of any person or company carrying on any
business which the company is authorized to carry on, or possessed
of property suitable for the purpose of this Company.
26. To enter into any arrangements with Government of India, Government
of Kerala or any other Government Corporation, Company, Local
Authority or Statutory Body for the purpose of carrying out the
objects of the Corporation or furthering its interests and to obtain from
such Government or Authority, person or body any charters, subsidies,
loans, indemnities, grants, contracts, licenses, rights, concessions,
privileges or immunities which the Board of Directors may think it
desirable to obtain and exercise and comply with any such arrangements,
rights, privileges and concessions.
27. To establish, provide, maintain and conduct research and other laboratories,
training colleges, Schools and other such institutions for training, education and
instructions to the fishermen and their families.
28. To refer or agree to refer to arbitration, disputes, present or future
between the Company and any other Company, Society, Firm,
individual or others and to submit the same to arbitration to any
arbitrator in accordance with the law relating to Arbitration and
Conciliation in force in the Country.
29. To create any depreciation fund, reserve fund, sinking fund,
insurance fund or any special or other fund whether for depreciation
or for repairing, replacing, improving, extending or maintaining any of
the property of the Corporation or for special dividends or for
redemption of debentures or redeemable preference shares or for
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special dividends or for equalizing dividends or for any other
purpose whatsoever, and to transfer any such fund or part thereof to any of
the other funds herein mentioned.
C. The Other Objects of the Company not included in (A) and (B) above are:
1. To provide infrastructures to ensure hygienic post-harvest handling, storing,
processing and marketing of fish and fish products at reasonable rates and fees.
2. To provide harbouring, landing and berthing facilities of good standards to fishing
crafts operating from the coasts of Kerala at reasonable rates and fees.
3. To provide space and fora for transparent competitive practices in the trading of fish
and fish products and in the supply of fuel, water and other consumables.
4. To provide space and fora for the implementation of relevant Acts and rules
applicable to coastal areas and waters.
IV. The liability of the members is limited.
V. The authorized share capital of the Company is Rs.5,00,00,000 (Rupees
Five crore only) divided into 5,00,000 (Five lakh) equity shares of Rs.
100/- (Rupees One Hundred only) each, with power to issue any of the
shares in the capital, original or increased with or subject to any
preferential, special, or qualified rights or conditions, as regards
dividends, repayments of capital, voting or otherwise, subject to the
provisions of the Companies Act.
We, the several persons whose names and addresses are subscribed are desirous
of being formed into a Company in pursuance of the Memorandum of
Association, and we respectively agree to take the number of shares in the
capital of the Company set opposite to our respective names:
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No. of
Sl Names, Addresses, Description and
Equity Signature
No. occupation of the subscribers
shares taken
1 Governor of Kerala represented by
Prabakaran Palaniappan
S/o Palaniappan Mudaliar 400
Principal Secretary to Government (Four
of Kerala hundred) Sd/-
Secretariat, Statue
Trivandrum, Kerala
Additional chief Secretary to Government
of Kerala
2 Governor of Kerala represented by
Sheik Pareeth Palasseril Ismail
S/o Nagoor Meera Ismail 300
House No. 2/93 (Three
Palasseril veedu hundred) Sd/-
TKM College P.O
Karikkode, Kollam,
Kerala
Director of Fisheries
3 Prasada Chandran Pillai
Karunakaran
S/o Karunakaran Nair Narayanan 300
Kambelil veedu (Three
Edavattom, Kundara, hundred) Sd/-
Kollam, Kerala
Member Secretary, Coastal area
Development Agency
Total Shares Taken 1000
(One
Thousand)
Dated 5th December 2008 At Trivandrum
Witness to the above signatures
John Joseph Sd/-
S/o Joseph Mathai
BTRN B 58, Nettayam P.O, Trivandrum
Chartered Accountant
M. No. 029636
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ARTICLES OF ASSOCIATION
OF
KERALA STATE COASTAL AREA DEVELOPMENT
CORPORATION LIMITED
PRELIMINARY
1. The regulations contained in Table 'A' in Schedule I to the Companies Act 1956,
so far as the same may be applicable to a private company as defined in the Act,
shall apply to this Company subject to the modifications hereinafter contained.
DEFINITIONS
2. (a) "The Act" means the Companies Act, 1956 (1 of 1956).
(b) "The Company" means the "Kerala State Coastal Area Development
Corporation Limited (KSCADC)".
(c) "The office" means the registered office of the Company for the time being.
(d) "The Governor" means the Governor of the State of Kerala.
(e) "The Directors" means the Directors of the Company for the time being or as the
case may be, Directors assembled at a Board,
(f) "The Board" or "the Board of Directors" means the Directors of the Company
collectively or the requisite number of Directors entitled to pass circular
resolution in accordance with these Articles.
(g) "The Chairman" means the Chairman of the Board of Directors for the time
being of the Company.
(h) “Coastal area” means the coastal and adjacent hinterland areas of the sea, back
waters, rivers, lakes, reservoirs, estuaries and any other water body as well as
any geographical area within the state of Kerala which has a development
implication to these areas.
(i) "Coastal communities” means people who reside in and are engaged in any
economic activities in the coastal areas.
(j) "Seal" means the common seal of the Company.
(k) "In writing" or "written" includes printing, lithograph and other modes of
representing or reproducing words in visible form.
Words import the singular shall include the plural and vice versa and words
importing the masculine shall include the feminine and words importing
persons shall include bodies corporate.
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ALTERATION OF PROVISIONS
3. Subject to the approval of the Governor, the Company may, by special
resolution, alter and make provisions instead of or in addition to any of the
regulations of the Company whether comprised in these articles or not.
CONSTITUTION
4. The Company shall be a Private Limited Company as defined in the Companies
Act, 1956 with a minimum paid up capital of Rs 1,00,000/- (rupees one lakh
only) or such higher paid up capital as may be prescribed and accordingly,
(a) restricts the right to transfer its shares, if any:
(b) limits the number of members to fifty not including: -
(i) Persons who are in the employment of the Company: and
(ii) Persons who, having been formerly in the employment of the Company, were
members of the Company while in that employment and have continued to be
members after the employment ceased, and;
(c) Prohibits any invitation to the public to subscribe for any shares,
or debentures, of the company:.
(d) Prohibits any invitation or acceptance of deposits from person
other than its member, directors or their relative.
Provided that where two or more persons hold one or more shares in the
company jointly, they shall, for the purposes of this definition, be treated
as a single member.
5. The company shall be a Government C ompany within the meaning
of section 617 of the Act.
SHARE CAPITAL, ITS ALTERATION IN NUMBER, ISSUANCE ETC.
6. The authorized share capital of the Company is Rs. 5,00,00,000
(Rupees five Crore only) divided into 5,00,000 equity shares of Rs.
100/- each. Subject to the provisions of the Act and with the approval of
the Governor, Directors shall have the power to increase or reduce the
share capital of the Company.
7. Subject to the provisions of the Act and with prior approval of the
Governor, the Board Directors shall have the power to issue the shares of
the Company upon such terms and conditions and with such rights
and priorities and privileges as to payment of allotment, money, calls
etc., as the Board of Directors may determine.
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BORROWING POWERS OF THE COMPANY
8. The Board may from time to time, with the approval of the Governor,
borrow any sum or sums of money and secure the repayments of such
sum or sums of money in such a manner and upon such terms and
conditions as they think fit and in particular b y the issue of bonds or
redeemable debenture stock or any mortgage, charge or other security
on the undertaking of the whole or any part of the property of the
Company (both present and future) including its uncalled capital for
the time being.
9. Debentures, debenture stock, bonds or other securities may be made
assignable free from any equities between the Company and the
persons to whom the same may be issued.
10. Subject to the provisions of the Act and with the approval of the
Governor, any debentures, debenture stock, bonds or other securities
may be issued it a discount, premium or otherwise and with any
special privileges as to redemption and surrender.
GENERAL MEETINGS
12. The Annual General Meetings of the Company shall be held in
accordance with the provisions of Section 166 of the Act.
13. The business of an Annual General Meeting shall be to receive and
consider the profit and loss account, the balance sheet and the report of the
Directors and of the Auditors, to declare dividends and to transact any other
business which under these articles ought to be transacted at an annual general
meeting. All other business transacted at an annual general meeting and all
business transacted at an extra-ordinary general meeting, shall be deemed
special and shall be transacted in accordance with Section 173 of the Act.
14. The Directors may, whenever they think fit and shall whenever so required by
the Governor, call an extra-ordinary general meeting and extra-ordinary general
meeting shall also be called on such requisition by two members or in default
may be called by such requisitionists, as provided by the Act.
15. A General meeting of the company may be called by giving not less than Seven
days’ notice in writing specifying the place, day and hour of the meeting
with a statement of the business to be transacted at the meeting. Such notice
shall be served on every member in the manner provided in the Act. However,
with the consent in writing of all the members entitled to receive notice of the
same, any particular meeting may be convened by such shorter notice and in
such manner as those members think fit:
Provided, however, that where any resolution is intended to be
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passed as a special resolution at any general meeting as required by Section
189(2) of the Act, notice of such meeting specifying the intention to propose
the resolution as a special resolution shall be served:
Provided, further, that if all the members entitled to attend and vote at
such meeting so agree, a resolution may be proposed and passed as a special
resolution at a meeting of which less than Seven days' notice has been given.
QUORUM
16. The accidental omission to give any such notice to, or the non-receipt of any
such notice by any member shall not invalidate the proceedings at any meeting.
17. Three members personally present of whom one shall be a representative of the
Governor shall be the quorum for a general meeting.
(a) The Governor, so long as he is share-holder of the Company, may from time to
time appoint one or more persons (who need not be a member or members of
the Company) to represent him at all or any meetings of the Company;
(b) Any one of the persons appointed under sub-clause (a) of this article who is
personally present at the meeting shall be deemed to be a member entitled to
vote and be present in person and shall be entitled to represent the Governor at
all its meetings and to vote on his behalf whether on a show of hands or on a
poll;
(c) The Governor may from time to time cancel any appointment made under Sub-
clause (a) of this article and make fresh appointments;
(d) The production at the meeting, of an order of the Governor evidenced as provided
in the Constitution of India shall be accepted by the Company as sufficient
evidence of any such appointment or cancellation as aforesaid.
DIRECTORS
18. The number of Directors in the Board of Directors of the Company shall not
be less than two or more than Twelve. The Directors are not required to
hold any qualification shares.
19. (i) The Directors shall be appointed by the Governor and shall be paid
such salary or allowances as the Governor may from time to time
determine;
(ii)Subject to the provisions of the Act, the Directors shall hold office
during the pleasure of the Governor:
(iii) The Governor shall have power to remove any Director appointed
by him from office at any time, in his absolute discretion and fill up
any vacancy in the office of the Director caused by retirement,
removal, resignation, death or otherwise.
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20. Subject to the provisions of the Act and directions of Governor from time to
time, the control of the Company shall be vested in the Board who shall pay
all expenses incurred in promoting and registering the Company and shall be
entitle to exercise all such powers, and to do all such acts and things as the
Company is authorized to exercise and except those reserved under the
provisions of these Articles with the approval of Governor and those to be
exercised or done by the Company in General Meeting.
21. Following shall be the First Directors of the Company
a) Prabakaran Palaniappan
b) Sheik Pareeth Palasseril Ismail
c) Prasadha Chandran Pillai Karunakaran
22. The Board of Directors may from time to time delegate any of their powers to
any Director, Directors or Committee of Directors.
MANAGING DIRECTOR
23. The Governor may appoint one of the Directors to be the Managing Director
who shall be a whole time employee of the company for the conduct and
management of the business of the Company subject to the supervision,
control and direction of the Board of Directors.
24. The appointment of the Managing Director shall subject to the provisions of
the Act be for such term and at such remuneration as the Governor may
think fit.
Provided that notwithstanding anything herein contained the Governor may at
any time remove or dismiss any Director from the office of Managing Director
and appoint another in his place.
25. The business and management of the company shall be carried on by the
Managing Director subject to the supervision, control and direction of the
Board of Directors.
APPOINTMENTS IN THE COMPANY
26. The Directors shall be obliged to observe and comply with the reservations in
appointments to various posts as in force in Government for all appointments
in the company.
CHAIRMAN
27. The Governor may nominate one of the Directors to be the Chairman and
determine the period for which he is to hold office.
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28. The Chairman shall be entitled to preside over all meeting of the Board of
Directors and the general body and shall exercise such powers as are from
time to time delegated to him by the Board of Directors.
29. The Chairman shall reserve for the decision of the Governor any proposals or
the decisions of the Board of Directors or any matter brought before the
Board which in the opinion of the Chairman raises an important issue and
which is on that account fit to be reserved for the decision of the Governor.
PROCEEDINGS OF THE BOARD
30. Subject to the provisions of Section 285 of the Act the Directors may meet
together for the dispatch of business once at least in every three calendar
months and adjourn and otherwise regulate their meeting and proceedings as
they think fit, and one third of the total strength of Directors (any fraction
contained in that one-third being rounded off as one) or two Directors
whichever is higher shall be the quorum.
THE SEAL OF THE COMPANY
31. The seal shall not be affixed to any instrument except by authority of a
resolution of the Board of Directors and in the presence of at least one
Director, the Managing Director and such other persons appointed by the
Board.
DIVIDEND AND RESERVE FUND
32. The Board of Directors may with the approval of the Governor and subject to
the provisions of Section 205 of the Act declare a dividend or bonus to be paid
or credited as paid upon the shares of the company and according respective
rights of the different classes of shares. No larger dividend shall be declared
than as recommended by the Board.
33. Subject to such directions as may from time to time be issued by the Governor,
the Directors may before recommending any dividend set aside, out of the
profits of the Company, such sums as they think proper as a reserve fund to
meet contingencies or for equalizing dividends or for special dividends or for
repairing, improving and maintaining any property of the Company and
amortization of capital and for such other purposes as the Directors shall in
their discretion think conducive to the interests of the Company and may in
their discretion invest such fund in such investments (other than shares of the
Company) or employ the reserve funds in the business of the Company as
they may from time to time deem fit.
34. (i) The Directors may, with the approval of the Governor, from time to time, pay
to the members such interim dividends as appear to them justified by the profits
of the Company.
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(ii) Subject to the provisions of Section 205 of the Act any general meeting declaring
a dividend may resolve that such dividend be paid wholly or in part in cash or
by issuing fully paid up bonus shares or paying up any amount for the time
being unpaid on any shares held by the Company.
(iii) Where any difficulty arises in such distribution, the Board may settle the same
as it thinks fit and expedient and in particular may issue fractional certificates
and fix the value of distribution so that cash payment shall be made to any
members upon the footing of the value so fixed in order to adjust the rights of
all parties and may vest any such specific assets in trustees as may deem
expedient to the Directors.
INDEMNITY
35. Every officer or Agent for the time being of the Company shall be indemnified
out of the assets of the Company against any liability incurred by him in
defending any proceedings whether civil or criminal in which judgment is
given in his favour or in which he is acquitted or in connection with any
application under Section 633 of the Act in which relief is granted to him by
Court.
SECRECY
36. (i) Every Director, Auditor, Trustee, Member of Committee, Officer, Servant,
Agent, Accountant or other person employed in the business of the Company
shall if so required by the Board of Directors before entering upon his duties,
sign a declaration pledging himself not to reveal any of the matters which
may come to his knowledge in the discharge of duties except when required
to do so by the Board of Directors or a Court of law or by the provisions of
the Act or by the person to whom such matter relate and except so far as may
be necessary in order to comply with any of the provisions in these Presents
contained;
(ii) No member shall be entitled to enter upon the property of the company or to
request discovery of or any information requiring any details of the
Company's trading or any matter which is or may be in the nature of a trade
secret, mystery or trade or secret process or which may relate to the conduct
of the business of the Company and which in the opinion of the Directors will
be inexpedient in the interest of the members of the Company to communicate
to the public.
BUDGET
37. The Company shall prepare an annual budget every year and submit the same
for approval of the Governor by the end of April every year.
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BOOKS OF ACCOUNT
38. The Books of accounts shall be kept at the registered office of the Company or
at such other places as the Directors shall think fit and shall, subject to the
provisions of the Act, be opened to inspection by the Directors or their
nominees during business hours.
AUDIT
39. Once at least in every financial year the accounts of the Company shall be
examined and the correctness of the profit and loss accounts and balance
sheet entertained by one or more auditors as provided in the Act.
AUDITORS
40. The Auditor/Auditors of the Company shall be appointed or reappointed by the
Comptroller and Auditor General of India or by such authorities as may be
authorized for appointment under the Act for Government Companies,
41. The auditors of the Company shall be entitled to receive a notice of invitation
to attend any general meeting of the Company at which any account which
have been examined or reported on by them are to be laid before the
Company and may make any statement or explanation they desire with
respect to the Accounts.
POWERS OF C & AG
40. (a) The Comptroller and Auditor General of India shall have power:
(i) to direct the manner in which the Company's accounts shall be audited by the
Auditor/Auditors and to give such Auditor/Auditors instructions in regard to
any matter relating to the performance of his/their functions as such.
(ii) to conduct a supplementary or test audit of the company's accounts by such
person/persons as he may authorise in this behalf and for the purpose of such
audit, to have access at all reasonable times, to all accounts, account books,
vouchers, documents and other papers of Company and to require
information or additional information to be furnished to any person or
persons and in such form as the Comptroller and Auditor General, may by
general or special order, direct;
(b) The Auditor / Auditors aforesaid shall submit a copy of his/their audit report
to the Comptroller and Auditor General, who shall have the right to comment
upon or supplement the audit report in such manner as he may think fit.
(c) Any such comment upon or supplement to the audit report shall be placed
before the Annual General Meeting (AGM) of the Company at the same time
and in the same manner as the audit report.
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COMMENTS OF FINANCE SECRETARY
41. The Company shall submit a copy of the Balance Sheet and Profit and Loss
Accounts with a copy of the Auditor's Report to the Finance Secretary to the
Government of Kerala who shall have the right to comment upon or
supplement to the Audit Report in such manner as he may think fit and the
same shall be placed before the Annual General Meeting of the Company at
the same time and in the same manner as the audit report.
DIRECTIONS FROM THE GOVERNOR
42. Notwithstanding anything contained in any of these articles, the Governor may
from time to time, subject to the provisions of the Act, issue such directives
or instructions as he may deem necessary in regard to the conduct of the
business and affairs of the Company and in like manner may vary or annul
any such directives. The Directors shall give immediate effect to such
directive or instruction.
MATTERS REQUIRING PRIOR APPROVAL FROM THE GOVERNOR
43. The following matters shall require the prior approval of the Governor:-
(i) Appointment to the posts of and above the level of General Manager in the
Company.
(ii) Any programme of capital expenditure for an amount which exceed Rs. 25
Lakhs unless do not form part of the sanctioned estimates.
(iii) Agreements involving foreign collaboration proposed to be entered into by
the Company;
(iv) Sale, lease or disposal otherwise of the whole or substantially the whole of
the undertaking of the Company;
(v) Formation of Subsidiary Company:
(vi) Winding up of the Company.
(vii) Alterations to the clauses in the Memorandum of Association or Articles of
Association,
(viii) Creation of posits in the Company and the terms and conditions of service
thereof.
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Sl Names, Addresses, Description and
Signature
No. occupation of the subscribers
1 Governor of Kerala represented by
Prabakaran Palaniappan
S/o Palaniappan Mudaliar
Principal Secretary to Government
of Kerala Sd/-
Secretariat, Statue
Trivandrum, Kerala
Additional chief Secretary to
Government of Kerala
2 Governor of Kerala represented by
Sheik Pareeth Palasseril Ismail
S/o Nagoor Meera Ismail
House No. 2/93
Palasseril veedu Sd/-
TKM College P.O
Karikkode, Kollam,
Kerala
Director of Fisheries
3 Prasada Chandran Pillai
Karunakaran
S/o Karunakaran Nair Narayanan
Kambelil veedu
Edavattom, Kundara, Kerala Sd/-
Member Secretary, Coastal area
Development Agency
Dated 5th December 2008 At Trivandrum
Witness to above signatures
John Joseph Sd/-
S/o Joseph Mathai
BTRN B 58, Nettayam P.O, Trivandrum
Chartered Accountant
M.No. 029636
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