The Rajasthan Financial Corporation Voting Rights Regulations, 2002
Published vide Notification No. RFC/F. Law/3/L.P.M./29, dated 6/11-9-2002. Published in Rajasthan Gazette Extraordinary Part 7 dated 25 9-2002. Page 101(29)
In exercise of the powers conferred by section 48 of the State Financial Corporations Act, 1951 (LXIII of 1951), and in supersession of the Rajasthan Financial Corporation General Regulations except as respect things done or omitted to be done before such supersession, the Board of Directors of the Rajasthan Financial Corporation, after consultation with the Small Industries Development Bank of India and with the previous sanction of the Government of Rajasthan, has made the following Regulations, namely
1. Short title. - These Regulations may be called the Rajasthan Financial Corporation Voting Rights Regulations, 2002.
2. Definition. - In these Regulations "Company" means a body corporate either incorporated under the Companies act, 1956 or any other law for the time being in force and unless there is anything repugnant in the subject or context, include the Small Industries Bank, LIC, other Insurance Companies owned or controlled by Central Government, Public Sector Bank, a Co-operative Bank, a Co-operative Society, a Society registered under the Societies Registration Act, 1860 (21 of 1860) and other institutions.
3. Shareholders entitled to Vote and their Voting Rights. - (1) Subject to the provisions of Secs. 4-F and 10(e) and sub-regulation (2) (at a general meeting), each shareholder who has been registered as a shareholder shall have, on poll, a voting right in proportion to his or its share of the paid up equity capital or the Corporation.
(2) In the case of election of a Director at general meeting, only the shareholders of the class to represent which the Director is to be elected, shall be entitled to vote.
(3) Every shareholder entitled to vote as aforesaid who being an individual is present in person or by proxy or being the State Government or a Company is present by a duly authorised representative or by proxy shall have one vote, on a show of hands and in the case of poll, shall have voting right in proportion to his or its share of the paid up equity capital of the Corporation subject to the restriction as may be prescribed in the Act from time to time.
4. Voting by Government. - (1) The State Government may, by an order in writing authorise any of its officers or a Director of the Corporation to act as its representative at any general meeting of the Corporation and the person so authorised shall be entitled to exercise the same powers on behalf of the State Government as if he were an individual shareholder of the Corporation. The authorisation so given may be in favour of two or more persons as alternate representatives and in that case, any one of such persons may act as the duly authorised representative of the Government. The person so authorised shall not be deemed to be a proxy.
(2) A copy of any order made under sub-regulation (1) shall be deposited at the Head office of the Corporation before the time fixed for the meeting.
(3) An order made under sub-regulation (1) may Subsequently be revoked by the State Government by depositing a notice of revocation at the Head office of the Corporation before the time fixed for the meeting, and the due revocation of an order shall, in no way prohibit the issue of another order by the State Government and the deposit of a copy thereof at the Head office of the Corporation within the time specified in sub-regulation (2).
5. Voting by duly authorised representative. - (1) A shareholder, being a company, may by a resolution of its Board of Directors or other Governing body authorise any of its officials or any other person to act as its representative at any meeting of the Corporation and the person so authorised shall be entitled to exercise the same powers on behalf of the company which he represents, as if he were an individual shareholder of the Corporation. The authorisation so given may be in favour of two or more persons as alternate representatives and in that case any of such persons may act as the duly authorised representative of the company. A person acting in pursuance of an authorisation given under this sub-regulation shall not be deemed to be a proxy.
(2) No person may attend or vote at any meeting of the Corporation as a duly authorised representative of a company unless a copy of the resolution appointing him as a duly authorised representative certified to be a true copy by the Chairman of the meeting at which it was passed or by an authorised official/Director of the company shall have been deposited at the Head office of the Corporation not less than 48 hours before the date fixed for the meeting. An appointment of a duly authorised representative shall, after the deposit of a certified copy of the resolution as aforesaid, be/irrevocable for the meeting for which it is made and shall revoke any proxy previously deposited for such meeting by the company.
(3) No person may be appointed a duly authorised representative or a proxy who is an officer or an employee of the Corporation.
(4) Nothing contained in this Regulation shall apply to the State Government and the State Government may appoint such persons as it thinks fit as provided in Regulation 4 to act as its representative at any general meeting of the Corporation. A person so appointed shall for the purpose of the meeting be deemed to be the shareholder of the Corporation.
6. Voting by duly Authorised Representative Precludes Voting by Proxy. - No Shareholder being a company shall vote by proxy so long as a resolution referred to in Regulation 5 authorising any person to act as its duly authorised representative at any general meeting, shall be in force.
7. Proxies. - (1) Any shareholder of the Corporation entitled to attend and vote at a general meeting shall be entitled to appoint another person (whether a shareholder or not) as his proxy to attend and vote instead of himself; but a proxy so appointed shall not have any right to speak at the meeting.
(2) No instrument of proxy shall be valid unless in the case of an individual shareholder it is signed by him or by his attorney duly authorised in writing, or in the case of joint holders, it is signed by the shareholder first named in the register or his attorney duly authorised in writing or in the case of a company it is executed under its common seal, if any, or signed by its attorney duly authorised in writing :
Provided that an instrument of proxy shall be sufficiently signed by any shareholder, who is, for any reason, unable to write his name, if his thumb impression affixed thereto is attested by a Judge, Magistrate, Registrar or Sub-Registrar of Assurances, Government Gazetted officer or an officer of a Nationalised Bank or of the Corporation of the rank of Manager and above.
(3) No proxy shall be valid unless it is made out specifically for the purpose of voting at the meeting at which it is to be used.
(4) No proxy shall be valid unless it is duly stamped and unless it, together with the power of attorney or other authority, if any under which it is signed, or a copy of that power or authority certified by a Notary Public or a Magistrate, is deposited with the Head office of the Corporation not less than 48 hours before the time fixed for the meeting or adjourned meeting or in the case of poll, not less than 24 hours before the time fixed for the purpose of the poll.
(5) No instrument of proxy shall be valid unless it is in the following form and date-
"Rajasthan Financial Corporation"
I/We ............... of............. being a/the shareholder(s) of the Rajasthan Financial Corporation holding Share Nos. ................ hereby appoint.................of.............(of falling him......... of................} as my/our proxy to vote for me/us and on my/our behalf at a meeting of the shareholders of the Corporation to be held at .............. on the day of........... and at any adjournment thereof.
As witness I/We, have affixed my/our hand(s) this ................ day of............... 2001.
Signed by the said
(6) An instrument of proxy so deposited shall be irrevocable. - (i) Unless on or before the last day for the deposit of proxies there shall have been deposited at the Head office of the Corporation a notice in writing under the hand or common seal of the grant or specifically stating
(a) the name of the person in whose favour the instrument was granted; and
(b) that such instrument is revoked; or
(ii) Unless the same is deemed to be invalid under any of sub regulation (1 to 4).
In the case of an instrument of proxy granted in favour of two or more grantees in the alternative, it shall not be necessary to mention in the notice of revocation the name of the second or alternative grantee provided that the notice is otherwise sufficient to identify beyond doubt the instrument of proxy which it is intended to revoke.
(7) If two or more instruments of proxy in respect of the same shall be deposited and if on or before the last day for deposit of proxies all but one of such instruments of proxy shall not have been duly revoked in accordance with the procedure prescribed in sub-regulation (6) and such instruments of proxy shall be deemed invalid.
(8) The due revocation of an instrument of proxy shall in no way prohibit the deposit of another valid instrument of proxy within the time specified in sub-regulation (3).
(9) Notwithstanding anything to the contrary in these Regulations, the grant or of an instrument of proxy which has become irrevocable under this Regulation shall not be entitled to vote in person at the meeting to which such instrument relates.
8. Election disputes. - (i) If any doubt or dispute shall arise as to the qualification or disqualification of a person deemed or declared to be elected or otherwise as to the validity of the election of a Director, any person interested, being a candidate or shareholder entitled to vote at such election may, within seven days of the date of the date of the declaration of the result of such election, give an intimation in writing thereof to the Chairman of the Board and shall in so doing give full particulars of the grounds upon which he doubts or disputes the validity of such election.
(ii) On receipt of an intimation under clause (i), the Chairman shall forthwith refer such doubt or dispute for the decision of a Committee consisting of himself and any two of the Directors nominated under clauses (b) and (c) of section 10. The Committee shall make such enquiry as it deems necessary and if it finds that the election was a valid election, if shall confirm the declared result of the election, or, if it is finds that the election was not a valid election, if shall, within 30 days of the commencement of the enquiry, make such order and give such directions including the holding of a fresh election as shall in the circumstances appear just to the Committee.
(iii) Any order and direction of such committee made in pursuance of this regulation shall be conclusive.