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PXL/HO/Cir-044/2017-18 Date: 16.08.2017
NOTICE FOR EGM
To,
All the Members of Council,
Dear Sir/Madam,
Notice is hereby given that an Extra-Ordinary General Meeting of the Pharmaceuticals Export Promotion Council of India (Council) will be held on Tuesday, 29th August, 2017, at Hotel Aditya Park Inn, Ameerpet, Hyderabad, at 12.45 p.m. (followed by lunch) to transact the following agenda:
AGENDA:
Special business viz., to amend the articles -
To pass the following resolutions with or without modifications, as Special Resolutions
(1) RESOLVED that Art. No, 9.3 reading as under:
"9.3 The following matters shall be provided for by rules to be made by the council, namely
a) The tenure of members elected to various posts in the Council (except as otherwise provided in these articles)
b) Mode of conducting elections (except as otherwise provided in these articles)"
be and is hereby amended to read as under:
9.3 The following matters shall be provided for by rules to be made by the council, namely
a) Mode of conducting elections - E-voting system to be adopted for conducting elections to the members of the Committee of Administration and the Vice Chairman.
b) Eligibility criteria for contest, voting pattern - Members of the Committee of Administration shall be elected by the eligible members of the Council falling under the respective segments as indicated in the Article 27.4.
(2) RESOLVED that Art. No.27.1 reading as under:
"27.1 Chairman's Term of Office
The Chairman shall hold office for a maximum period of two years and;
a) Shall retire accordingly; and Shall not be eligible for re-election at the immediate next election
be and is hereby amended to read as under:
27.1 Chairman's Term of Office
The Chairman shall hold office for a maximum period of two years and;
a) Shall retire accordingly; and
b) Shall be eligible to become as Chairman only after a gap of four years.
3. RESOLVED that Art. No 27.2 reading as under
"27.2 Vice-Chairman of the Committee
(a) There shall be one Vice-Chairman who shall be elected by the Committee for a term of two years
(b) On completion of his term of two years, Vice-Chairman shall be endorsed by the Committee to succeed the Chairman unless:
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I. he is unwilling to accept Chairmanship or
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II. he has incurred any of the disqualifications enumerated in Article 8.1, in regard to the membership of the Council or
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III. he is not re-elected to Committee of Administration"
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be and is hereby amended to read as under:
27.2 Vice-Chairman of the Committee
(a) There shall be a Vice-Chairman who shall be one of the elected members of the Committee of Administration
(b) He shall be elected through e-voting system, by all the eligible members of the Council irrespective of the segments.
(c) On completion of his term of two years, Vice-Chairman shall be elevated as the Chairman unless:
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I. he is unwilling to accept Chairmanship or
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II. he has incurred any of the disqualifications enumerated in Article 8.1, in regard to the membership of the Council or
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III. He is removed from the post of Vice-Chairman by a no-confidence motion of not less than two thirds of the elected Members. Such resolution will have to be put to vote on the same pattern of direct elections as followed during the time of election to the post of Vice Chairman.
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IV. In the event of the post of Vice Chairman falling vacant due to any of the circumstances, the post shall be filled up by following the same procedure as prescribed above.
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4) RESOLVED that Art. No. 27.7 reading as under:
"27.7 Retirement of Elected Members:
(a) At every Annual General Meeting of the Council, one half of such of the elected committee members for the time being as are liable to retire by rotation or if their number is not two or a multiple of two, the number nearest to one-half shall retire from the office but shall be eligible for re-election subject to the provisions of Section 255 and 256 of the Act.
The names of the members other than the Chairman and Vice-Chairman who shall retire shall be decided as per the provisions of Section 256(2) of the Act"
be and is hereby amended to read as under:
27.7 The Term of Elected Members:
a) The term of Elected Members shall be two years and they shall retire accordingly
5) RESOLVED that Art. No. 27.8 reading as under:
"27.8 Elections to the Committee and Returning Officer:
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a) Elections of the committee (in respect of seats of elected members falling vacant) shall be conducted every year, before the expiry of the term of the retiring members
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b) The Committee shall appoint a returning officer for conducting elections."
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be and is hereby amended to read as under:
27.8 Elections to the Committee and appointment of Returning Officer:
a) Elections to the Committee and Vice-Chairman shall be conducted every two years through e-voting
b) A reputed agency shall be appointed by the Council to conduct the elections in a free and fair manner
c) A Returning officer shall be appointed to oversee the conduct of elections
(6) RESOLVED that Art No.33.1 reading as under:
"33.1 Director General
a) There shall be Director General (in addition to the post of Executive Director) of the council, who shall be under the control and direction of the Committee and shall supervise the work of all officers of the council
b) If necessary, the council may have a Secretary, who shall however work under the administrative control of the Director General or Executive Director."
be and is hereby amended to read as under:
"33.1 - Director General and Executive Director
a) There shall be a Director General of the Council, who shall be under the control and direction of the Committee and shall be in overall charge of the administration of the Council and shall supervise the work of all the officers of the Council. The Director General shall be selected in accordance with the criteria and procedure established by the Committee.
b) There shall be an Executive Director of the Council who shall report to and work under the directions of the Director General and shall support the Director General in the discharge of his functions".
(7) RESOLVED that Art No.33.2 reading as under:
"33.2 Secretary if appointed
a) The Secretary shall have charge of all correspondence and shall keep an account of the funds of the Council and of funds connected with or in any way controlled by the Council.
b) He shall keep accurate minutes of all the meetings of the council and of the Committees.
c) He shall take proper care of all assets belonging to the Council.
d) He shall give notice to members of all meetings of the Council or the Committee.
e) He shall duly notify members of their appointment shall countersign all cheques signed by the Chairman or any member or members of the Committee duly authorized in this behalf and shall collect all moneys due to the council.
f) He shall prepare an Annual Report of the Council
g) He shall generally perform such functions as are incidental to his office or as may be assigned to him by the Committee or Executive Director from time to time."
be and is hereby amended to read as under:
33.2 Director General to act as Secretary of Council
The Director General shall perform the role of the Secretary of the Council and shall undertake the functions set-forth herein. Such functions may be discharged by the Executive Director if the Director General is not available for a period exceeding seven (7) business days.
a) The Secretary shall have charge of all correspondence and shall keep an account of the funds of the Council and of funds connected with or in any way controlled by the Council.
b) He shall keep accurate minutes of all the meetings of the council and of the Committees.
c) He shall take proper care of all assets belonging to the Council.
d) He shall give notice to members of all meetings of the Council or the Committee.
e) He shall duly notify members of their appointment shall countersign all cheques signed by the Chairman or any member or members of the Committee duly authorized in this behalf and shall collect all moneys due to the council.
f) He shall prepare an Annual Report of the Council
g) He shall generally perform such functions as are incidental to his office or as may be assigned to him by the Committee or Executive Director from time to time."
For and on behalf of the
Committee of Administration
Udaya Bhaskar
Director General & Member Secretary
Note: (1) The explanatory statement required under Sec.102 of the Companies Act, 2013, is annexed hereto.
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