{"id":3514,"date":"2022-06-21T09:39:43","date_gmt":"2022-06-21T09:39:43","guid":{"rendered":"https:\/\/kavir-co.com\/?page_id=3514"},"modified":"2025-01-23T11:15:46","modified_gmt":"2025-01-23T12:15:46","slug":"articles-of-association","status":"publish","type":"page","link":"https:\/\/kavir-co.com\/en\/articles-of-association\/","title":{"rendered":"Articles of Association"},"content":{"rendered":"\t\t
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Articles of Association of Kaveh Steel Equipment Company<\/span><\/h2>

Chapter One \u2013 Name and Type of the Company, Purpose, Duration, Main Office, Capital, Nationality, Shares<\/span><\/h3>

Article 1 \u2013 Name and Type of the Company: The company is named Kaveh Steel Equipment and Construction of Steel Structures and Welding Testing (Private Joint Stock Company).<\/p>

Article 2 \u2013 Purpose of the Company: To prepare and offer production and industrial plans, select and supply machinery, execute industrial and urban installations, construct and install steel structures and high-pressure vessels, install and commission equipment, repair and renovate equipment, maintain industrial buildings, insulation and painting of parts, packaging, welding tests, economic feasibility studies of projects, service works, and carry out any activity related to the above-mentioned subjects, in accordance with the rules and regulations of the Islamic Republic of Iran.<\/p>

Article 3 \u2013 Duration of the Company: From the date 9\/10\/1371 (Persian calendar) for an indefinite period.<\/p>

Article 4 \u2013 Main Office of the Company: Mobarakeh, Imam Hussein Street, next to the Governorate, No. 25.<\/p>

Article 5 \u2013 Company Capital: The capital of the company is four million rials, divided into 400 shares of ten thousand rials each, with 35% of it being paid in cash and the remainder being pledged.<\/p>

Article 6 \u2013 Nationality of the Company: The company is Iranian.<\/p>

Article 7 \u2013 Shares of the Company: The shares must be signed by the authorized signatories of the company and stamped with the company\u2019s seal.<\/p>

Article 8 \u2013 Transfer of Shares: Article (40) of the Commercial Code shall be applied in the company\u2019s share registration book, and both the transferor and the transferee must sign the book.<\/p>

Article 9 \u2013 Rights and Duties Arising from Each Share: The rights and duties arising from each share belong to the shareholder, and ownership of the share is a definitive and legal reason for accepting the Articles of Association and decisions of the company\u2019s general meetings. A share is indivisible, and the company will not recognize more than one owner for a share.<\/p>

Article 10 \u2013 Conversion of Shares from Registered to Bearer and Vice Versa: The conversion of shares from registered to bearer and vice versa will be carried out in accordance with Articles 43 to 50 of the amended Commercial Code for joint-stock companies.<\/p>

Article 11 \u2013 General Meeting of the Company: The general meeting of the company is composed of shareholders and is held in the first quarter of each year to review the balance sheet, profit and loss account for the previous financial year, as well as to examine the company\u2019s assets, receivables, liabilities, and reports from the directors and auditors. An extraordinary general meeting may also be convened at the suggestion of the board of directors or the auditors of the company.<\/p>

In every general meeting, a board consisting of a chairperson, two supervisors, and a secretary will be elected from the shareholders to manage the meeting. The secretary of the meeting may be chosen from outside the shareholders.<\/p>

Article 12 \u2013 Invitation to General Meetings: In all cases, the invitation to the shareholders to attend the ordinary or extraordinary general meeting must be published through an advertisement in a widely circulated newspaper where the company\u2019s announcements are published. The invitation must include the agenda, date, time, and location of the meeting.<\/p>

Clause 1: If all shareholders are present at the meeting, the publication of the invitation and formalities of the invitation are not mandatory.<\/p>

Article 13: The interval between the publication of the invitation and the date of the meeting must be at least ten days and no more than forty days.<\/p>

Article 14: In all meetings, the presence of an attorney or legal representative of the shareholder, upon presentation of the power of attorney or representation document, will be considered as the shareholder\u2019s presence.<\/p>

Article 15: In the ordinary general meeting, the presence of shareholders holding at least half of the company\u2019s shares is essential. If the required quorum is not met in the meeting, a new invitation will be issued for fifteen days, and the meeting will be valid with the presence of any number of shareholders.<\/p>

In the second invitation, the result of the first invitation should be stated.<\/p>

Article 16 \u2013 Ordinary Meeting Decisions: In an ordinary meeting, decisions are made with a majority of half in a formal and continuous session, except for the election of directors and auditors, which will follow the relative majority as per the last part of Article 88 of the Law on Joint-Stock Companies.<\/p>

Article 17 \u2013 Authority of the Ordinary General Meeting: The ordinary general meeting can make decisions on all matters of the company, except those which fall under the authority of the extraordinary general meeting.<\/p>

Article 18 \u2013 Distribution of Profits: Distribution of profits among shareholders can only occur after being approved by the ordinary general meeting.<\/p>

Article 19 \u2013 Board of Directors and Auditors: The board of directors and auditors can call an extraordinary general meeting when necessary.<\/p>

Article 20 \u2013 Extraordinary General Meeting: In an extraordinary general meeting, shareholders holding more than half of the company’s shares must be present. If the quorum is not reached in the first invitation, the meeting will be reconvened, and with shareholders holding more than one-third of the shares, the meeting will be valid and decisions will be made. The result of the first invitation should be noted in the second invitation.<\/p>

Article 21 \u2013 Decision-Making in Extraordinary Meetings: In extraordinary general meetings, decisions are made with a two-thirds majority of those present at the meeting.<\/p>

Article 22 \u2013 Amendments to Articles of Association or Company Structure: Any changes to the Articles of Association, increase or decrease of capital, or dissolution of the company before the due date fall solely under the authority of the extraordinary general meeting.<\/p>

Article 23 \u2013 Board of Directors Composition: The company is managed by a board of directors consisting of 3 main members elected from the shareholders. Additionally, the company can elect an alternate member.<\/p>

Article 24 \u2013 Term of Office for the Board: The board of directors is elected by the ordinary general meeting for a term of two years, and re-election is allowed.<\/p>

Article 25 \u2013 Directors\u2019 Collateral: Each board member must deposit at least five shares as collateral for good conduct in the company\u2019s fund, and these shares will not be returned until the director receives a clearance of their tenure.<\/p>

Article 26 \u2013 Approval of Financial Statements: Approval of the balance sheet and profit and loss account for each financial period will be considered as the clearance of the directors for that fiscal year.<\/p>

Article 27 \u2013 Powers of the Board: The board of directors has all the necessary powers to manage the company\u2019s affairs, except for matters which are specifically the responsibility of the general meeting, as long as the decisions and actions remain within the company\u2019s purpose.<\/p>

Article 28 \u2013 Election of Board Positions: In the first meeting, the board elects a chairperson and a vice-chairperson from among themselves. The term of the chairperson and vice-chairperson cannot exceed the term of the board.<\/p>

Article 29 \u2013 Appointment of CEO: The board must appoint a CEO from among its members or from outside the company. The term of the CEO cannot exceed the term of the board of directors.<\/p>

Article 30 \u2013 Duties of the Chairman and CEO: In addition to convening and managing the board meetings, the chairman and CEO are responsible for calling the general meetings of shareholders when the board is obliged to do so.<\/p>

Article 31 \u2013 Board Meeting Locations: Board meetings are held at the company\u2019s premises unless necessary, in which case, the meeting can be held at a location specified by the chairman or CEO.<\/p>

Article 32 \u2013 Quorum for Board Meetings: To convene a board meeting, more than half of the board members must be present, and decisions are made by a majority of those present.<\/p>

Article 33 \u2013 CEO Holding Dual Positions: The CEO, with the approval of three-fourths of the votes in the general meeting, may also serve as the chairman of the board.<\/p>

Article 34: The board of directors of the company is the legal representative of the company and has all the necessary powers to manage the company\u2019s affairs, especially in the following cases:<\/p>

1-Handling administrative tasks and legal formalities.<\/p>

2-Reviewing the company’s calculations, preparing the balance sheet, and annual budget.<\/p>

3-Hiring and dismissing employees, workers, specialists, engineers, experts, etc., and determining their salaries and bonuses.<\/p>

4-Safeguarding assets and preparing a list of the company\u2019s assets.<\/p>

5-Preparing internal regulations.<\/p>

6-Implementing the decisions of the general assemblies.<\/p>

7-Entering into contracts with companies, banks, authorities, individuals, and obtaining necessary loans.<\/p>

8-Buying and selling movable assets, machinery, factories, and, in general, any necessary equipment for the company.<\/p>

9-Partnering with other companies and legal and natural persons.<\/p>

10-Borrowing or mortgaging and obtaining any type of credit.<\/p>

11-Opening any type of account at banks, whether current or fixed.<\/p>

12-Issuing and paying promissory notes and their costs.<\/p>

13-Defending the company whether as plaintiff or defendant at all stages, with full authority to approach competent courts at all levels, including initial and appellate, and choosing a lawyer for the company.<\/p>

Article 35: The board of directors may delegate all or part of its powers to the company\u2019s CEO.<\/p>

Article 36: Each member of the board of directors and authorized signatories may exchange all or part of their powers and signing authority with any other member of the board of directors with the agreement of the board members.<\/p>

Article 37: The CEO of the company may delegate all or part of their powers to other persons with the approval of the board of directors.<\/p>

Article 38: All financial documents, securities, and obligations such as checks, promissory notes, bills of exchange, contracts, and the use of current and fixed accounts in banks shall be valid with the joint signature of the CEO and the chairman of the board, along with the company seal.<\/p>

Article 39: The annual ordinary general meeting shall elect one principal auditor who will perform their duties according to the Commercial Code. Re-election of the auditor in subsequent years is allowed.<\/p>

Article 40: The general meeting, when electing the principal auditor, shall also elect one substitute auditor as per Article 146 of the amended Commercial Code. In case of the principal auditor\u2019s inability, death, or resignation, the substitute auditor will be called upon to fulfill the auditing duties.<\/p>

Article 41: The auditor of the company must review the company\u2019s calculations by the 30th of Khordad each year and submit the balance sheet and necessary reports to the general assembly.<\/p>

Article 42: The scope of the duties and powers of auditors is governed by the regulations for joint-stock companies, as stipulated by the law of 1347.<\/p>

Chapter Three \u2013 Dissolution of the Company<\/h3>

Article 43: The company shall be dissolved upon the decision of the extraordinary general assembly of shareholders and according to the provisions of the Commercial Code in the following cases:<\/p>

a) If the purpose and objective of the company can no longer be achieved.<\/p>

b) In case of bankruptcy.<\/p>

c) If losses exceed half of the company\u2019s capital.<\/p>

d) Upon the decision of competent courts.<\/p>

Article 44: After the approval of the dissolution of the company, the extraordinary general assembly will proceed to appoint one or more liquidators.<\/p>

Note 2: The appointment of previous managers as liquidators is permitted.<\/p>

Article 45: The duties and powers of the liquidator(s) will be as outlined in Section 9 of the amended Commercial Code.<\/p>

Article 46: The extraordinary general assembly may appoint a supervisor to oversee the work of the liquidator(s).<\/p>

Article 47: Distribution of the company\u2019s assets among shareholders during the liquidation period is not allowed until the liquidation process is complete. Three notices must be published in the official company newspaper, and at least six months must pass after the publication of the first notice.<\/p>

Article 48: The duration of the liquidator(s) and supervisor\u2019s mission will be two years.<\/p>

Article 49: The board of directors is required to hand over all company books and assets to the liquidator(s) within 15 days after the dissolution of the company.<\/p>

Chapter Four \u2013 Company Accounts<\/strong><\/h3>

Article 50: The financial year of the company begins on the first of Farvardin each year and ends on the last day of Esfand of the same year.<\/p>

Article 51: The board of directors is obligated to prepare the company\u2019s balance sheet, along with the necessary report for the general assembly, within 20 days after the end of the fiscal year and submit it to the company auditor.<\/p>

Article 52: Ten percent of the company\u2019s net profit shall be allocated as a reserve capital and deposited in a special account. This reserve must be deducted until it reaches at least one-tenth of the company\u2019s capital.<\/p>

Article 53: The distributable profit of the company is the net profit minus legal reserves, other reserves, accumulated losses, and expenses.<\/p>

Article 54: After reviewing and approving the company\u2019s balance sheet, the general assembly will decide on the distribution of the available profits to shareholders.<\/p>

Article 55: The dividend must be paid to shareholders within three months after the approval of the general assembly.<\/p>

Article 56: This articles of association consists of 56 articles and 2 notes, drafted on 9\/10\/71, and signed by all shareholders of the company. In matters not foreseen in this articles of association, the provisions of the amended Commercial Code will be followed.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t","protected":false},"excerpt":{"rendered":"

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