cdtic
...
 
The Ministry of Roads and Transportation
Following the proposal No. 23424/11 dated 13/3/2006 of the Ministry of Roads and Transportation and by virtue of article 7 of the law on the Fourth Economic, Social, and Cultural Development Plan of the IRI - approved in 2004 - the Board of Ministers approved the following resolutions in a meeting dated 6/9/2006:
The phrase "at least three paid and two unpaid members" shall be omitted and the phrase "three paid members and two unpaid members" after the phrase "shall be authorized" shall be omitted and after the phrase "shall be authorized" the phrase "at least three members of the Board of Directors shall perform their duties on a paid basis" shall be added to the article 14 of the Articles of Association of Construction & Development of Transportation Infrastructures Specialized Holding Company subject of resolution No. 12722/T 3027 dated 26/6/2004.
The amendment is confirmed by the Guardian Council through letter No. 17951/30/85 dated 5/10/2006 from the said council.
Parviz Davoodi
First Vice President
A copy shall be forwarded to the office of the Supreme Leader of Iran, President's office, Office of the Head of Judiciary, Vice President’s Office, President's Parliament Affairs and Legal Deputy Office, President's Executive Deputy Office, Office of the Head of the Expediency Council, Court of Accounts, High Administrative Court, General Office of Regulations of the Islamic Consultative Assembly, General Inspectorate Organization, General Legal Office, General Office of Rules and Regulations, all ministries, state institutes, organizations, Islamic Revolution bodies, official gazettes of the IRI, State Informatics Council Secretariat, and Council of Ministers.
In meetings dated 29/2/2004 and 5/5/2004 upon proposal No. 24548/11 dated 14/2/2004 of the Ministry of Roads and Transportation and confirmation by the State Management and Planning Organization and the Ministry of Finance and Economic Affairs and by virtue of article (4) of the law on the Fourth Economic, Social, and Cultural Development of the IRI - approved in 2000 - the Council of Ministers approved the Articles of Association of Construction & Development of Transportation Infrastructures Specialized Holding Company as follows.
Articles of Association of Construction & Development of Transportation Infrastructures Specialized Holding Company
Chapter One - Overview and Capital
Article 1 - The name of the company shall be Construction & Development of Transportation Infrastructures Specialized Holding Company which shall be referred to as "the company" in this Articles of Association.
Article 2 - The company shall be affiliated with the Ministry of Roads and Transportation, have a corporate entity, be financially independent and run according to the provisions of this Articles of Association and rules and regulations pertaining to government companies.
Article 3 - The type of the company shall be (private) joint stock registered for an unlimited period.
Article 4 - The company headquarters shall be in Tehran and the location shall be determined by the Board of Directors.
Note - The company shall be executing national plans and projects, and there will be no provincial branch thereof.
Article 5 - The capital of the company shall be 9,288,300,000 Rials divided into 928,830 ten thousand Rial nominal and non-transferable shares all belonging to the IRI government.
Note - All manpower, assets, premises, installations, tools, equipment, rights, claims, obligations, credits, and any movable and immovable properties owned by departments of construction and development of roads, railways, ports, and airports, as well as the General Office for Construction of Expressways, General Office of Contracts and Technical Services, General Office of Assessment and Adjustment of Losses shall be separated from the Ministry of Roads and Transportation, and shall be transferred to the company.
Chapter Two - Object, Duties and Powers of the Company
Article 6 - The object and duties of the company shall be defined as follows:
1 - To draw up, prepare and suggest policies on development of transportation infrastructures within the framework of the approved schemes of the State General Plan of Transportation.
2 - Design and construction of transportation infrastructures (roads, railroads, ports, and airports) and the relevant installations and equipment, and supervision over implementation of transportation infrastructures projects plans through conclusion of contracts with competent consultants and contractors.
3- Conclusion of contracts with local and foreign legal and natural persons on the activities of the company with due observation of the relevant rules and regulations.
4 - Acquisition and appropriation of the required lands and premises with due regard to pertinent rules and regulations.
5 - Management and/or implementation of all plans and projects related to the object of the company.
6 – Partnership with other companies to implement all plans and projects related to the object of the company with due regard to the pertinent rules and regulations.
7 - Rendering or receiving all engineering, specialized, research, and educational services in line with the subject of company's studies.
8 - Specification of executive methods regarding construction and development of roads network, railway network, ports and airports and subsidiary equipment thereof in accordance with the priorities and major policies of the Ministry of Roads and Transportation.
9 - Making required arrangements to develop and incorporate other sectors (cooperative, private, and public sectors) in transportation infrastructure affairs, and utilize their services to take educational, executive, and supervisory measures in order to reduce charges, increase efficiency, and upgrade the level of services.
10 - Selecting, and referring management and engineering services to the plan management service units and consultant engineering companies, and carrying out the same for construction services regarding contractors and constructors and other technical and executive agents required by the projects.
11- Utilization of local and foreign facilities to develop transportation infrastructures with due regard to the pertinent rules and regulations.
12- Cooperation in drawing up and preparation of standards and observation thereof as well as the criteria notified by the Ministry of Roads and Transportation in order to supervise proper implementation of plans and projects.
13- Purchase, sale, rent, lease, and mortgage of any property, whether movable and immovable, and services in line with the object of the company with due regard to the rules and regulations and relevant financial and transactional bylaws.
14- Acceptance of any property or rights legally transferred or donated to the company.
15- Carrying out other activities and transactions solely in line with the object of the company.
Note 1 - The company may, on behalf of the Ministry of Roads and Transportation, or government beneficiary companies, take action to provide credit resources, attract investments, and encourage participation with non-governmental sector in construction and development of transportation infrastructural facilities within the framework of the pertinent rules and regulations.
Note 2 - The company shall only proceed with the implementation of the related plans and projects through contracts.
Chapter Three - The organizational structure of the company:
Article 7 - The organizational structure of the company is made up of:
A) The General Assembly 

B) The Board of Directors and the Managing Director

C) Controller (Auditor)
Article 8 - The General Assembly shall be composed of the following persons:
1- The Minister of Roads and Transportation (chairman of the General Assembly)
2- Head of State Management and Planning Organization

3- The Minister of Finance and Economy
4- The Minister of Industries and Mines
5- The Minister of Commerce
Article 9 - The General Assemblies of the company include:
1- The Regular General Assembly 
2- Special General Assembly 
Article 10 - The Regular General Assembly meets minimally twice a year to review and make decisions about financial statements of the company, pass the budget of the company, and deal with other issues cited in the agenda.
Article 11 - The Regular General Assembly shall formally convene when attended by the majority of members, and the Special General Assembly shall formally convene when attended by minimally four members.
Decisions shall be valid with three positive votes in Regular General Assembly, and with four positive votes in Special General Assembly.
General Assembly meetings, whether regular or special, shall be summoned by the chairmen of the General Assembly citing the date and place of meeting as well as the agenda.
The agenda and the history of the topics therein shall be forwarded to the assembly members along with the invitation within minimally ten days before the meeting.
Note - The chairmen of the Board of Directors, the Managing Director, other members of the Board of Directors, and the Controller may attend the General Assembly meetings without the right to vote.
Article 12 - The obligations and powers of the regular General Assembly shall be as follows:
1- To review and make decisions on the general policy, operational plan, and the annual budget of the company.
2- To review and make decisions on the reports of the Board of Directors and Financial Statements of the company with regard to the report of the auditor, and Board of Directors as well as the Annual Performance Report.
3 - To appoint or remove members of the Board of Directors upon the proposal of the chairman of the General Assembly.
4 - To specify the remuneration, benefits and bonuses of the members of the Board of Directors and the Managing Director within the framework of the pertinent rules and regulations.
5 - To nominate the Controller (Auditor) of the company and specify the relevant remuneration.
6- To review and make decision on the investment in participation with non-governmental sector, and obtain loans and credit upon the proposal of the Board of Directors within the framework of the object of the company.
7 - To review and approve the major structure of the company and specify the required organizational positions upon a proposal by the Board of Directors and after confirmation by the State Management and Planning Organization.
8 - To review and make decision on the company's financial, transactional and recruitment bylaws, and to propose the same to the Board of Ministers for approval.
9 - To make decisions on referral of the cases to arbitration, to make decisions about compromise in cases, to reject the cases, and refer the same to competent authorities in order for a decision to be made with due regard to principle number 139 of the IRI Constitution.
10 - To make decisions on bad debts, or uncollectable receivables proposed by the Board of Directors.
11 - To make decision on other proposals of the Board of Directors.
12 - To make decision on other issues legally carried out by the regular General Assembly.
Article 13 - The duties of the special General Assembly shall be as follows:
1 - To make decision on increasing and/or decreasing the capital of the company within the framework of the law, and to suggest the same to the board of ministers for approval.
2 - To review and make decision on amendment, or alteration of the provisions of company's Articles of Association within the framework of the law, and upon a proposal by the Board of Ministers for approval.
3 - To review and make decision on liquidation of the company within the framework of the law, and upon a proposal by the Board of Ministers for approval.
Article 14 - The Board of Directors shall consist of three or five permanent members (three paid members and two unpaid members) minimally having a bachelor's degree who will be elected from among clear-sighted persons in specializations related to the company activities for two years upon the approval by the regular General Assembly, and shall hold the position until the next election. It shall be authorized to elect the same persons for the upcoming terms.
Note - The regular General Assembly may elect two alternate members as replacements for the key members of the Board of Directors, who will replace the key members in case the continuation of the activities of any of the key members of the Board of Directors shall be impossible due to death, resignation, or any other reason (at the discretion of the chairman of the General Assembly).
Article 15 - The meetings of the Board of Directors shall be held regularly at least once a month, and the meeting agenda shall be communicated by the chairman of the Board of Directors to the members a week prior to the meeting.
If required and requested in writing from two members of the Board of Directors, the meetings of the Board of Directors shall be held as special sessions.
Note 1 - The meetings of the Board of Directors shall be formally held when attended by a majority of the members, and the decisions shall be made upon the approval of the majority of present members in the meeting.
Note 2 - The meetings of the Board of Directors shall be presided over by the chairman of the Board of Directors, and in his absence by the deputy chairman of the Board of Directors.
Article 16 - The Board of Directors shall have a book in which the minutes of the meetings of the Board of Directors as well as the comments by the opposing members shall be registered and then signed by the present members.
It shall be the responsibility of the chairman of the Board of Directors to notify and follow up the resolutions of the Board of Directors.
Article 17 - The members of the Board of Directors shall not be authorized to accept any positions (paid or unpaid) in other specialized holding companies and the subsidiary companies thereof.
Article 18 - The Board of Directors shall have full authorization to carry out any activity and transaction pertinent to the object of the company, when it is not within the duties of the General Assemblies to make decision on the same.
The Board of Directors shall particularly have the following duties and powers:
1- To implement the resolutions and decisions made by the General Assembly of the company 
2- To review and confirm the continuation of the operational plan, to specify the general policy of the company, and to submit the same to the General Assembly for approval
3 - To review and confirm the Annual Budget Plan as well as the financial statements of the company, and to submit the same to the General Assembly for approval.
4 - To approve the company's financial, transactional, and recruitment bylaws, and submit the same to the General Assembly.
5 - To review the provisions of the Articles of Association, or company liquidation, and suggest amendments therein to the General Assembly.
6 - To suggest changes in the capital of the company to the General Assembly.
7 - To review and suggest the major structure of the company, and the plan for recruitment, and regulation of related manpower to the General Assembly.
8 - To make decisions on purchase and sale of movable properties of the company, and also rent and lease of properties, premises, machinery, and equipment required within the framework of financial and transactional bylaws of the company, and to provide suggestions on immovable properties to the General Assembly for approval.
9 - To review and suggest facts on compromise in cases to the General Assembly, refer to arbitration, appoint the arbitrator, and reclaim the action with due regard to the relevant rules and regulations.
10 - To proceed with decision making on transactions and contracts which shall be confirmed by the Board of Directors according to the transactional bylaws of the company.
11 - To review and make suggestions on bad debts and uncollectable debts to the General Assembly in order for decisions to be made.
12 - To suggest investment and participation with the governmental and non-governmental sectors with regard to the related rules and regulations.
13 - To determine the rate of tariff for services with regard to the relevant rules and regulations.
14 - To perform internal audit of the operations, transactions, and all activities of the company.
15 - To design and run educational programs in order to improve the knowledge of the personnel.
Article 19 - The Board of Directors shall choose a person from among its members as the Managing Director who shall be appointed by the order of the chairman of the General Assembly for two years.
Note: The Managing Director of the company shall be Deputy Minister of Roads and Transportation.
Article 20 - The Managing Director who might be the chairman of the Board of Directors shall be the highest ranking executive in the company, and will be responsible for the good flow of the affairs, and preservation of rights and properties of the company, and shall run all the businesses of the company according to the provisions of the present Articles of Association as well as relevant rules and regulations.
Note - The Managing Director can - on his own responsibility - delegate all or part of his powers to any of the members of the Board of Directors or employees of the company through a written notification.
Article 21 - The Managing Director shall constitute the legal representative of the company before all administrative and judicial authorities, and has the power of substitution to defend the rights of the company and to pursuit and initiate actions whether punitive or legal.
Article 22 - The Managing Director shall have the following duties and powers:
1 - To execute the resolutions and decisions of the General Assembly and the Board of Directors, and to perform all administrative and executive businesses of the company laid down in the approved budget.
2 - To prepare and draw up the annual budget of the company in the company's financial statements, and to submit the same to the Board of Directors.
3 - To supervise all administrative, educational, recruitment, and dismissal affairs of the employees, and to make decision on the same according to the approved bylaws and other pertinent rules and regulations.
4 - To prepare and suggest the company's financial, transactional, and recruitment bylaws to the Board of Directors.
5 - To introduce the authorized personnel to the company.
6 - To make decision and take action towards all businesses and operations of the company excluding those which are the duties of the General Assembly and the Board of Directors.
Article 23 - All financial documents and bonds as well as binding documents and contracts of the company shall be signed by the Managing Director or his representative and one of the members of the Board of Directors, or the representative of the Board of Directors selected by the Board of Directors.
All checks shall be signed by the accountant and/or his representative in addition to the aforesaid persons.
Administrative correspondence shall be carried on by the signature of the Managing Director or those having the power of signature on behalf of the Managing Director.
Article 24 - The company shall have a controller (auditor) who shall be chosen through the General Assembly decision for one year according to the pertinent rules and regulations.
 Note 1- Carrying out auditing activities by the controller (auditor) shall not stop the procedure of routine businesses of the company.
Note 2- The controller (auditor) shall be authorized to use internal and external experts and specialists as well as the required facilities to carry out his duties.
The Managing Director shall be duty-bound to provide the controller (auditor) with the facilities needed to carry out his duties.
Chapter 4 - Other Regulations
Article 25 - The fiscal year of the company shall commence on March 21 each year and end on March 19 the next year.
Article 26 - The financial statements (balance sheet and profit and loss account) of the company as well as the associated comments shall be prepared and submitted to the controller (auditor) with due regard to the accounting standards within the stipulated legal period.
The present Articles of Association has been confirmed by the Guardian Council through letter number 83/7093/30 dated 7-4-2004 and letter number 30/83/7549 dated 5-6-2004 from the said council.
Mohammadreza  Aref 
First Vice President
A copy shall be forwarded to the office of the supreme leader of Iran, President's office, Head of Judiciary Office, First Vice President Office, President's Parliament Affairs and legal Deputy Office, President's Executive Deputy Office, Office of the Head of the Expediency Council, Court of Accounts, High administrative court, General Office of Regulations of the Islamic Consultative Assembly, General Inspectorate Organization, General Legal Office, General Office of Rules and Regulations, all ministries, organizations, state institutes, Islamic Revolution bodies, official gazettes of the IRI, State Informatics Council Secretariat, and Council of Ministers.
 
 
 

Contact Us

No. 3, Western Arash Blvd. Junction, Farid Afshar St., Vahid Dastgerdi (Zafar) St., Northern Modarres Highway, Tehran

Tell:+9821 26400318

Postalcode: 1916615813


.