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شرکت سهامی آب منطقه ای تهران
شرکت سهامی آب منطقه ای تهران
شرکت سهامی آب منطقه ای تهران

Islamic Republic of Iran
The President’s Office
Resolution of Cabinet

 

In the Name of God

Ministry of Energy

 

The ministers’ cabinet in its sessions dated March 5, 2002 and May 17, 2003, at the proposal  number 69432/20/100 dated March 2, 2002 of the Ministry of Energy, and based on article 4 of the Third Economic, Social and Cultural Development Plan of the Islamic Republic of Iran- passed in 2000- passed the  article of association of regional water companies  of East Azerbaijan and Ardebil, Azerbaijan Gharbi, Isfahan, Chaharmahal & Bakhtiari, Tehran, Khorasan, Sistan & Baluchestan, Gharb, Fars, Boushehr, Kohgilouyeh & Bouyerahmad, Kerman, Guilan, Mazandaran and Golestan, Hormozgan, Yazd and Khouzestan Water and Electricity Organization as follows:

 

Article of association of Tehran Regional Water Company
Chapter one: Fundamentals and capital

Article 1- Name of Company:  Tehran Regional Water Company; hereinafter in this article of association is referred to as Company.

Article 2- Object and purpose of Company: To perform the activities governed by the Ministry of Energy in water affairs in the activities scope and range of the Company.

Article 3- Head office of company: The head office of the Company is in Tehran.

Article 4- Type of company is private joint stock Company. The company has financial independence and is run according to its commerce principles, terms of article of association, financial, transaction and employment by-laws.

Article 5- Duration of company is unlimited.

Article 6- The capital of company is 1,100,000,000 Rials divided into 110,000 shares, 10,000 Rials each, all belonging to Iran Water Resources Management Holding Company.

Note-Changes in the capital will be carried out by observing the relevant laws after approval of extraordinary general meeting and approval of the cabinets.

 

Chapter two: Object of activities and Company’s duties

Article 7- The object and purpose f Company includes identification, study, development, protection, optimized utilization of water resources, generating hydro-power energy, establishment, development, utilization and maintaining the installations and water structures (excluding the installations and structures related to water and sewage) and hydro-power in the framework of the duties included in the relevant terms and conditions as well as the policies of Ministry of Energy. To achieve the goals stipulated in this article of association, the Company is authorized to performing following activities by observing the relevant laws and regulations in the scope of its activities.

  1. To perform necessary studies for identifying, development and utilization of water resources and hydro-power energy
  2. Prepare and launch water supply plans and projects, and water transfer for different sections of consumptions, irrigation and drainage network, water transfer to cities and industries, dams sustainability and safety of dams, river engineering, coasts, flood control, artificial feed and generating hydro-power energy production.
  3. Utilization and maintaining water supply installations and structures, water transfer, hydro-power energy generation established and/or transferred.

Note- Generating hydro-power energy will be by observing the utilization instructions and under management of National Center of Operating and Monitoring National Power Network (dispatching).

  1. Utilization of plans, resolutions of Energy in the framework of policies, regulations and plans passed by the Ministry of Energy
  2.  which are assigned by the Ministry of Energy in executing the law on fair distribution of water and other laws and regulations related to the water (including basic studies, the quantity and quality protection and supervision on utilizing water resources) as commissioner.
  3. Commissioning of the Ministry of Energy in allocating the water demanded by different consumption sections
  4. Performing the necessary researches on water resources, water installations and hydro-power equipment, using new scientific and technical methods for better utilization of water and energy resources, hydro-power energy, and associated installations and structures.
  5. Providing subscriptions to the applicants based on the relevant tariffs in the framework of concerned laws and regulations
  6. Delivering the necessary water to subscribers in different consumption sections based on the tariffs passed by the relevant legal officials
  7. Purchasing services of non-governmental sector for performing studies, executive and utilization affairs, and maintaining the water installations and water structures, hydro-power energy and subscribers’ services for lowering the costs, increasing utilization and productivity and promoting service levels
  8. Receiving any loans and financial facilities from local and foreign sources, offering securities and bonds for local participation, advance sale of water and hydro-power subscriptions as well as other methods of providing financial resources by receiving permit of legal authorities
  9. Attracting popular and non-governmental sectors’ partnership in launching and executing the development plans of water supply, irrigation and drainage networks, water transfer to industries and towns, river and banks engineering, artificial irrigations and hydro-power energy, utilizing and maintaining the installations, water and hydro-power structures.
  10. Cooperation and joint actions with concerned institutes in research and surveys for practical, technical and economic development in the relevant affairs with the goals and duties of the company.
  11. Performing any operations and business transactions in the framework of the resolutions of general meeting and relevant laws and regulations which are necessary for company’s destinations and for the best interest of the company.

Note- The Company is not authorized to establish company or investment in other companies.

 

Chapter three: Fundamentals of the Company
Article 8- Fundamentals of the Company include:

  1. General meeting
  2. Board of directors and managing director
  3. Inspector and auditor

 

Article 9-  Representation of stocks in general meeting of company with board of directors’ members of Water Resources Management Holding Company of Iran, chaired by Chairman of board of directors of Water Resources Management Holding Company of Iran.

Article 10- The general meetings of the Company are:

  1. Ordinary general meeting
  2. Extraordinary general meeting.

Article 11- The ordinary general meeting will be held twice a year; once for hearing and investigating the report of board of directors, inspection and auditing the company, adopting decisions on financial statements and other subjects included in the agenda of general meeting; and second time, for investigating and adopting decisions on the next year budget, future plans and policies of the company as well as other subjects which are included in the general meeting’s agenda.

Note- The ordinary general meeting of the company will be held in extraordinary session at the call of chairman of general meeting and/or at the request of majority of ordinary general meeting members, chairman of board of directors and/or the inspector and auditor of the company by mentioning the reason; and/or at the call of chairman of general meeting at any time.

Article 12- The ordinary general meeting and the extraordinary general meeting will be officially convened by the presence of majority of members at the general meeting; and the decisions at the ordinary general meeting will be always   effective by majority of votes of the members; and in the extraordinary general meeting, by two third of votes of all members.

The call for ordinary and extraordinary general meeting will be sent at least ten days before holding the general meeting by mentioning the date, place of meeting and the agenda. The records of the subjects which are put in the agenda of the ordinary general meeting should be sent for the members of general meeting along with the invitation letter.

Article 13-  Duties and authorizations of ordinary general meeting are as follows:

  1. To adopt decisions on the general policies and future operations plans of the Company
  2. To investigate, express views and adopt decisions on the annual operations reports, financial statements and company’s budget
  3. Adopting decisions on the reserves, dividing the reserves, dividends and net profit of the company
  4. To appoint or discharge the chairman and members of board of directors, inspector and auditor of the company
  5. To determine the salary, benefits and remuneration of board of directors’ members
  6. To determine the inspector and auditor’s remuneration
  7. Approving financial- transaction by-laws of the Company by observing the relevant regulations
  8. Study and confirmation of cost price of delivered water and subscription right to different consumption sectors, hydro-power energy and services provided based on the inspector and auditor’s report, and presenting them to the Ministry of Energy
  9. Study and confirming water tariff, subscription fee for the hydro-power energy and services provided by considering the cost price, presenting it to the Ministry of Energy for taking the stages of approval and notification of relevant tariffs

Note- If the approved tariffs are less than cost price, compensating the difference will be in specified form by the approving resources.

  1. Approving the recruitment by-law of the company in the framework of general meeting resolutions of the Water Resources Management Holding Company of Iran, and other relevant regulations and terms.
  2. Study and approving the macro structure of the company, determining the ceiling of necessary substations and the human forces absorption and modification-lay off plans
  3. Adopting decisions on the board of directors’ proposal on compromise and reconciliation in legal cases, referring the case to arbitration, appointing the arbitrator, returning the claim by observing the relevant regulations
  4. Proposing the regulations on determining the remuneration for performing assignment and brokerage work to the general meeting of Water Resources Management Holding Company of Iran
  5. Determining the widely circulated daily for publishing the notices of the Company
  6. To adopt decisions on other subjects in accordance with the terms and regulations of this article of association.

The require approval of ordinary general meeting of Company and other subjects which are included in the general meeting’s agenda.

Article 14- Duties of extraordinary general meeting of company are as follows:

  1. Adopting decisions on the increase or decrease the capital of company
  2. Study and adopting decisions on modifying or changes in article of association of company in the framework of the law and at the proposal of cabinet for due approval
  3. Study and adopting decisions on dissolving the company according to the relevant laws and regulations.

Article 15- The board of directors of the company consists of three to five principal members who are elected by the approval of ordinary general meeting from experts in the relevant specialists in connection with the company’s activities.

The members of board of directors should work full time at the Water Resources Management Holding Company of Iran or companies and/or any of the sub-complexes of the Water Resources Management Holding Company of Iran. The members of board of directors are elected for two years. The members of board of directors will remain in their position as long as the election is not held and there is no restriction for their re-election in subsequent periods.

Article 16- The ordinary general meeting will be authorized to elect an alternate member to replace the principal member of board of directors. The alternate member will replace the principal member in case of the latter’s death, resignation or any other reasons which would prevent any member of board of directors from continuing his activities (at the discretion of chairman of the general meeting of the Company.

Note- The alternate member of board of directors will be elected from company’s employees.

Article 17- The meetings of board of directors will be officially convened by presence of majority of members. The decisions will be adopted by majority of positive votes of members.

Article 18- The meetings of board of directors will be held minimum once and regularly at the head office of company. The agenda of the meeting will be sent for members by the chairman of board of directors one week before holding the meeting. In emergency cases, there will be no necessity to observe legal formalities at the discretion of chairman of board of director.

Article 19- The board of directors will keep a book for keeping the minutes of board of directors, in which, the views of opponents are registered as well. The contents of the minutes will be signed by participants. The chairman of board of directors will be responsible for the notification and following up the resolution of board of directors.

Article 20- The board of directors is fully authorized to perform any operations and transactions which are related to the object of the company’s activities the decision of which is not specified in the general meeting’s competence by observing the laws and regulations. The board of directors has following authorizations as well:

  1. To propose the policy and macro scale plans of the company to the general meeting
  2. To approve the operational plans of the company including utilization and development of installations to be presented to the general meeting for due approval
  3. To investigate and pass annual budget, annual operations report and financial statements of the company, and presenting them to the general meeting for due approval
  4. Approving the financial.  transactional, properties and employment by-laws and presenting them to the general meeting for due approval
  5. Approval of the regulations related to exchanging scientific, technical, industrial and commercial data in the areas related to the company’s activities by observing the laws, regulations and contents of this article of association
  6. Approving the application for receiving loans and credits at the proposal of managing director and in framework of the approvals of general meeting by observing laws and regulations
  7. To prepare the report of cost price of the delivered water and subscription rights of different sections in consumption, hydro-power energy and services presented in the framework of the criteria passed by the general meeting of Water Resources Management Holding Company of Iran and presenting it to the general meeting
  8. Performing internal auditing of operations, transactions and all activities of the company
  9. Study and suggesting the modification or changes in article of association to general meeting
  10. Study and propose the macro structure of the company, and plan for absorbing and laying off human sources to the general meeting
  11. Approving the detailed organization of the company in the framework of macro-scale structure and the ceilings of organizational positions of the company, and declaring them to the general meeting
  12. The board of directors is obligated to send the financial statements and board of directors’ reports to the Water Resources Management Holding Company of Iran on the legal deadline and to the inspector and auditor for investigating and expressing views.
  13. Study and propose compromise and reconciliation in the claims, to refer the case to arbitration, to appoint the arbitrator and return the case to the general meeting by observing the relevant regulations
  14. Electing the managing director or propose him for the position to the chairman of general meeting of the company for due approval and issuance of the order
  15. To study and approve the internal instructions necessary for company’s management
  16. To identify doubtful claims and suggesting it to the general meeting for adopting decisions
  17. The board of directors at its responsibility can assign part of its authorities to the managing director.

Article 21- Managing director is the highest executive rank and is elected from members of board of directors or outside it by the board of directors for two-year term of office by the order of chairman of general meeting of the company. The managing director, in the framework of the laws and regulations of this article of association will manage the affairs of the company. The managing director may assign part of his duties and authorizations to any of the company’s staff with its own responsibility.

Article 22- The duties of managing director are as follows:

  1. To execute the approvals and decisions of board of directors and general meeting
  2. To prepare, draw up and suggest the policy, operational plan and annual budget of the company for the board of directors
  3. To predict necessary credits for purchasing technical, research, procuration and educational services in the company’s budget
  4. To prepare and draw up annual financial statements of the company and presenting them to the board of directors
  5. To determine the executive methods in the framework of the laws, regulations and by-laws and notifying them to the concerned units.
  6. To propose of financial, transactional and employment by-laws of the company to the board of directors
  7. To propose the detailed organization of the company to the board of directors in the framework of the general meeting’s approvals, to draw up the contracts in clauses 5 and 6 of article 7 of the article of association and present them to the board of directors for due approval. Adopting decision and presenting them to the board of directors for due approval.

To supervise the good performance of company’s by-laws and making necessary actions for good performance of the company in the framework of relevant laws and regulations.

To adopt decisions and take actions on all affairs and operations of the company except those included in the duties of general meeting and board of directors.

To discharge and appoint all employees of the company, to determine their salary, wage, remuneration, promotion and punishment based on the laws, regulations and the approved bylaws of concerned officials.

Article 23- Managing director is the legal representative of the company before any administrative and judiciary officials and has substitution rights for defending the rights of the company, follow up the claims and raising penal and legal cases of the company. Managing director, by observing the laws and regulations of the company and after receiving the view of board of directors will be authorized to refer the case to arbitration.

Article 24-  All and any cheques, financial documents and papers, obligations and contracts are valid by bearing the signatures of managing director (or his representative) and a member of board of directors, at the election of board of directors (or the selected representative of the board of directors. All and any administrative and office correspondences will be signed by managing director or representative. All and any cheques, in addition to bearing signature of the above-mentioned individuals, will be signed by the auditor and his/her representative as well.

Article 25- At the expiry of term of office of managing director, his actions will be valid and enforceable until appointing the new managing director and will have executive power as well.

Article 26- Company will have an inspector and auditor, to be elected for one year by full observation of laws and regulations and general meeting’s approval.

Note 1 The actions of the inspector and auditor in executing their duties should not prevent company’s routine.

Note 2- The ordinary general meeting of company can appoint an inspector and an alternate auditor and if the inspector and principal auditor cannot perform their duties, the alternate inspector will perform his duties at the discretion of chairman of general meeting.

 

Chapter four: Financial statements

Article 27- The fiscal year of the company is from 1 Farvardin (March 21st) to End of Esfand (March 20th) of the same year.

Article 28- The financial statements of the Company should be prepared by observing the accounting standards and must be put in access of the inspector and auditor with the deadline.

Article 29- The Company will be authorized to designate a portion of credits subject of clause 3, article 22 of the article of association to Water Resources Management Holding Company of Iran for performing certain services.

 

Chapter five:

Article 30- This Company will be governed by the laws and regulations of the Ministry of Energy in terms of CSTs, plans, development and utilization activities of structures, installations and hydro-power energy and water resources.
This article of association has been approved by the approval of mentioned council through letters number 82/30/2740 dated April 8, 2003 and number 82/30/3018 dated May 18, 2003.

 

Mohammad Reza Aref
Vice president of the Islamic Republic of Iran

 

CC:

Office of Supreme Leader, Office of the President, Office of  Chief  Judiciary, Office of Vice President, Office of Legal  Deputy and Vice President in Parliament, Office of Chairman of  Expediency  Council, State Auditing Tribunal, Administration Justice Tribunal, General Department of Laws of the Islamic Legislative Assembly, State Inspection Organization, General Dept. of Legal Affairs, General Dept., of Laws and Regulations, ministries, organizations and  governmental institutes and bodies, Islamic revolution agencies, Official Gazette of the Islamic Republic of Iran, Office of the Ministers.

 

 



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