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Annex-2-Company Profile LAMA-BGSP

Solar
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69 views88 pages

Annex-2-Company Profile LAMA-BGSP

Solar
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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BHRIKUTI SOLAR POWER PROJECT (8 MWP-AC) TECHNICAL PROPOSAL ANNEX II: COMPANY PROFILE LAMA CONSTRUCTION COMPANY PVT. LTD July 22, 2018 Submitted To: “The Project Manager, Utility scale Solar PV Gri-tied Project, Project Management Directorate, ‘Nepal Electricity Authority NEA Training Center, Kharipati, Bhaktapur Invitation for Proposal No: NEA/PMD/USGSP/2074/75-01 Submitted By: First Solar Developers Nepal (P) Ltd. and Lama Construction Company Pvt. Ltd FSDN-LAMA JV. Marcopolo Business Hotel Complex, Hatisar, Kamal Pokhari Kathmandu, Nepal COMPANY PROFILE MA CONSTRUCTION COMPANY PVT. LTD. Maharajgunj, Kathmandu, Nepal Tel:s977-01-4812756, 4423203, Fax No.:+977-01-4410286 Emails lamaconstruction.nepal@gmail.com NxxS TABLE OF CONTENTS. Description Declaration of Eligibility Power of Attomey Certificate of Incorporation of Company (English Translation) Certificate of Incorporation (Nepali) Information on Statement of Share Increment of Capital Certificate and Amendment of AoA, Directors Position Log Record Share Record of Promoters License from Ministry of Planning and Construction (A class) Table of Renewal of License Permission Certificate Ministry of Planning and Construction PAN Certificate (English Translation) PAN Certificate (Nep: Tax Clearance 2073/74 (2016/17) ‘Addition of Objectives of the Company ‘Authorized capital increment approval ‘Amendment of AgA on Authorized and Paid up Capita ‘Amendment of MA, ‘Memorandum of Association LAMA (English Translation) Mo Amendment ‘Amendment of AoA, Increment of Authorized and Paid up Capital MoA (Nepali) ‘Audited Financial Statement 2073/74 (2016/17) ‘Audited Financial Statement 2072/73 (2015/16) Audited Financial Statement 2071/72 (2014/15) Date: July 10,2018 To ‘The Project Manager Uslity seal Solar PV Grdtied Project Project Management Directorate Nepal Electricity Authority Kbaripti dhaktapur, Nepal Ret: Selection of independent Power Producer (IPP) for setting of Utlity Seale Geld Tied Solar PV Project (Procurement of Power on Long Term Basis) by Nepal Electety ‘Authority (NEA), Contract No NEA/PMD/USGSP/2074/75-01 Subs Declaration Dea Sir, \We, Lama Construction Company Pvt. Ltd. Maharaigunj, Kathmandu, are rot ineligible to Partipate in the Bid has no conflict of interest in the proposed bid procurement proceedings and has not been punished forthe profession or busineses related offence, ‘Thanking You. Sincerely Yours Tad Offic: Maharaja ath, Nepal, PO, Boro 9962, el aa7S6 2520, Fax 009774810286 ai omsconstion nepsiegmalicam, Webs: worwiamaconsvacionsom LAMA CONSTRUCTION COMPANY (Pvt.) Ltd. Company Reg. No, 2349/051/052, MOWT Regd. No. 5/046/ PAN & VAT No. 300052103, Date: August 20,2017 POWER OF ATTORNEY, oven al men by these presents that we the undersigned, Soar of Directors lawfully authorize to represent an act on behalf ofthe Sid fim onder the Company Act So hereby authorize M.Ptambar Bodu, Director of IMjs tama Construction Company Prt. td, whose specimen signature appears as gen below to run a business actives signing joint venture agreement/ Prepaation/signing/prviingsubmiting Bids including submisson of mediation, withdrawal, susttution if any and negotabe with the employer related to any Contractual matter, signing all the company prof inthis Vincling bid document, Execute the Contract and Conduct all necessary agreements including Matilaton Advance with related to this projects, dealing with ll commercial Bans, opening of accounts operating by his she signature orto authorize any other person to ‘operate on behalf of his authorization, to mortgage ae release propiates as necessary and to authorize ary ‘other persons to represent on behalf of his authorization withn Nepal and abreae, ‘This undersigned shall acknowledge the legs effect ofthe signature ofthe sid attomey halder after the ‘sgning and sealing ofthe power of attorney a nt Board of Directors Jip Tehering Lama "Managing Director Moma “Setanta a0 [esattaney he His Majesty's Government Ministry of Induscies Office of the Company Registrar Put Lid. No. 2349/051/52 Centficate ‘As the Lama Construction Company Pvt. Ltd. has been registered pursuant to the Companies Act, 1964 on Tuesday, Aug. 16, 1994; now, this y itself from time to time; and sharcholder shall have to pay such called amount to the person and at the place as prescribed by the Board of Directors. The remaining amount of share may be called to be paid fon installment basis. When the Board of Direcors passes a resolution by giving authority to eal, it shall be deemed of being called it to that effect, ‘The Company shall presribe the time limit of 30 éays and place for payment of the remaining amount of share as mentioned above and a writen notice in the Format prescribed in the Companice Act shall be forwarded to each ofthe shareholders. ‘A shareholder, in the ease of his failure to pay the called amount or installment within the specified time limit, shall have to pay the interest atthe rate of 5 percent per year from the dste which was prescribed for payment tothe actual date of payment, The Board of Directors shall have the right to fully or partially exempt such amount of interest Share may be purchased also for any other returns cther than cash by coneluding agreement with the Company. a) ») 9 Ina situation of failure of a sharcholder to pay the called amount or installment of share supposed to be paid by hin within the prescribed time limit, a notice may be forwarded tothe shareholder by specifying the time limit of 1S days and by mentioning the content 10 be paid the called amount or installment and the immediate interest levied therein atthe rate of 5% per year and the expenditure borne by the Company immediately due to his failure to pay the amount in lump sum to the prescribed person in the prescribed time and place, The matter of confiscation of share in the case of his failure to pay as mentioned also shall be indicated in the notice In case of failure to pay the amount of share even upon Furnishing the aforementioned notice, the related share may be confiscated in any time as per the resolution passed by the Board of Directors; and such type of decision shall depict all the bonus which is already declared but is not paid prior to the confiscation in regard to such sare. In case of submission of an application by such shareholder by mentioning the justifiable reason of his failure to pay the said installment by being present within 3 months of expiry of time limit, the Board may recognize the paid up amount as share up to the paid up extent. In case of necessity to confiscate any share as motioned above in sub-article (b), an information of passed resolution regarding confiscation shall be furnished to the shareholder to whom the share was recognized, before confiscation and the matter of confiscation and date also shall be mentioned immediately inthe register. nL. 4) The share confiscated in this way shall be the property of Company and the share may be sold or redistibuted or closed up by adopting other method as deemed appropriate by the Company. ©) After confiscation ofa share, it shall be deemed that all the rights to the share are ended, and not any claim for the share ean be made against the Company. Lien onthe Share (@) _ In case of failure ofthe shareholder to pay up the amount of share to the Company, the Company shall have its first lien on the whole share registered in his name, all the amount obtained by selling the ‘same and all the bonus of such share declared from time to time, (©) For the purpose of exceution of such lien, the Board may sel the lien share as deemed appropriate. Provided that such share or shares cannot be sold until the termination of time limit given for payment of the amount of Company for which the share has been lien and until the acknowledgement ofthe written notice of such sale by the shareholder or his legal successor. (©) All the amount supposed to be obtained by the Company for the share on lien shall be eeovered from the amount obtained from the sale of such share; and then the amount remained after deduction of the amount supposed to be deducted immediately forthe said share if any shall be paid to be concemed sharcholder or his legal (@) ‘The Board, after sale of any share confiscated by exercising the power under the former Sections, may appoint any person to get prepared « document of entry and removal of name of such sold shares and may get registered the name of the person purchasing the share, There is no compulsion to allow the purchaser of the share to see the matter whether the action of sale of all the share is taken by following due process of law or not and whether the amount of price of share is utilized or not. In regard to such share, a person, after duly being entered his name in the registration book, ‘can not raise a question on the validity of sale of share, One may ‘claim against the Company in ease of any loss to any one caused by such sale, 12, Provision of Transfer of Share: @ OO) © Share of Company may be transferred or mortgaged like fixed and movable property in accordance with the law. Provided that a promoter of company shall not be entitled to resign ais ownership cof his share or mortgage the same until the frst General Meeting of Company is held and the fall payment of amount of such share is rade. Approval of Board of Directors shall be compulsory for transferring the right of share toa person other than the suarcholder of Company ot mortgaging the share. Even in a situation of approval ‘of Board of Directors not any function of entry and removal in the name of other person can be carried on in the ease of an interest to purchase the share by the shareholders of Company or to the extent ‘of the quantity of share purchased by them. In a situation of giving up the right of share except the case of mortgaging the share in sub article (b), the purchaser shall submit a copy of the concemed deed and share certifiate with the pplication form in the format prescribed by the Companies Act to @ © o @ ) @ center the said content in the records of Company or submission thereof In a situation of submission of application by some one for mortgaging or entry and removal of share, and in case of not complained by the former shareholder within 35 days of such submission of application, the name of mortgagee in a situation of mortgaging, datc, amount and terms and conditions shall be mentioned in the registration book. In regard to such mortgage, the record of registration book shall be cleared up afte: reception of payment of the amount of such mortgage. Even in the case of give- and-take by renouncing the right of share, the stare shall be registered in the name of transferee by mentioning the details of deed in bref, In case of any complaint regarding right and entitlement of entry and transfer of shar, it shell be carried on as per the final court order. “The matter of mortgaging and entry of share shall be mentioned in the registration book. 'A person submitting application for mortgaging or entry and removal of share shall have to pay the charge Rs. 1.00 to the ‘Company for such mortgaging or entry and removal. ‘The representatives authorized by the Board of Direcors shall sign in the registration book maintained for entry and transfer of share. ‘The person who initiates for entry and removal of share shall be deemed as the owner of share until the share is transfered in the name of transferee (The Company shall not be eligible to reject to register the entry and removal or mortgaging of any share of Company in the following situation: 1) Ifthe whole amount of share is not paid up. 2) Ifthe share certificate is not submitted withthe application, 3) If there is any obstacle to transfer the share 4) If the amount under sub-article (a) of Article 12 is not deposited. (K) In case of approval for mortgaging or entry and removal of ‘any share, the information thereof shall be fumished to the iver and taker both within 35 days of submssion of theit application. 13. Change of Share Capital ‘The Company, having passed a special resolution from the General Meeting of Company and obtaining approval of the concerned Department may inerease oF reduce its share capital on condition to be Alivided into the shares having the value mentioned in the game recolution. 14. Right Take Loan ‘The Board of Directors, on its own diseretion subject to Section 25 of the ‘Companies Act, may take loan by pledging the assets of Company or without pledging for the purpose of Company and may get paid any amount or amounts from the same, The Board, having adopted the method and condition as deemed right by it, may issue the debenture stock to be its liability from the whole or some assets 15. General Meeting: The General Meetings of Company shall be as follows. a és 8) Primary General Meeting b) Annual General Meeting ©) Extra Ordinary General Meeting 8) The Primary General Meeting of Company shall be held within 6 ‘months of incorporation of Company. Discussion and decision shall bbe made regarding the distribution of share and other issues to be accomplished under the Act. b) The first Annual General Meeting of Company shal be held within 1 year of the Primary General Meeting. The Annual General ‘Meeting shall be held within 6 months of termination of each fiscal year subsequently. ©) Each shareholder of Company shall be given a prior notice prior at least 21 days on part of Primary General Meeting and Annual Generally Meeting and prior to at least 15 days on part of Extra Ordinary General Meeting by mentioning the venue, date and agenda of such Meeting in accordance with Section 45 of the Companies Act 4) All the General Meeting other than the Primary General Meeting ‘and Annual General Meeting shall be deemed as Extra Ordinary General Meeting. Procedure of General Meeting: a) To receive the sum of profit and loss, balance shed, audit report and report of Board, consider upon the same, select the director, appoint the auditors and prescribe their remuneration, dectare bonus tnd accomplish all the funetions supposed to be accomplished by the General Meeting. » 9 8 2) Presence in person or in proxy by at Jeast 25 pereert shareholders ‘out of the total sharcholders on condition to be represented 67 percent of total number of share of Company shall be deemed as sufficieney of quorum of General Meeting. Providee that presence of at least 3 (three) shareholders in person shall be zompulsory in such Meeting. In case of failure of presence of the sharcholders in the number as ‘mentioned in sub Article (b), another Meeting shall be convened by giving another notice of 7 days forthe next time and presence of at least 2 shareholders eligible to vote on condition to >e represented 33% of total number of share shall be deemed as sufficiency of quorum in such adjourned meting. Each General Mecting shall be chaired by the Chairman of Board; tnd in case of absence or being unable to be present of such Chairman, a shareholder selected among the present voters shall hhave to chair the Meeting, ‘The Chairman of General Meeting may shift the Meeting from one ‘venue to another venue or postpone the same by obtaining approval of the Meeting with sufficient quorum, Provided that not any other function can be accomplished in such shifted mecting without ‘completion ofthe pending functions of the former Meeting. While commencing the functions in a General Mezting, not any function shall be accomplished without sufficiency of quorum. All the issues to be discussed at the General Meeting shall be tabled 1s resolution. In the ease of being convened a General Meeting for the purpose of discussion on special resolution, presence of shareholder or his authorized representative eligible to give 33, ‘percent vote of total shareholders on condition to be represented 75, ce ‘percent of total number of share shall be compulsory. Provided that in ease of failure of presence of the shareholder accordingly and ‘convening another meeting by issuing a 7 days notice, presence of 15% of total shareholders in person or in proxy to be represented 33, percent of total number of share shall be deemed as sufficiency of ‘quorum of Extra Ordinary General Meeting. Vote of Share: 8) ach resolution shall be decided by raising hands atthe Meeting. In case of a tie among the shareholders and demand of vote a the poll, the Chairman of the Meeting (one or more of his vote supposed to be cast as shareholder) shall cast his decisive vote. While voting at the poll by raising hand, each shareholder voting in person or in proxy shall be allowed to give one vote for each of his purchased share subject to the Companies Act b) In case of being joint shareholders in a particulars share, only a partner nominated by the such partners whose name is writen in the first ofthe serial number hall be allowed to vote in person or in proxy atthe Meeting, ©) A shareholder shall not be allowed to vote for share in person or in proxy unless he fully pays up the promised amount for share and ‘other amount supposed to be paid to the Company. Board of Directors 8) A separate Board of Directors among the shareholders of Company shall be constituted to accomplish the daily affirs and management function of the Company. The Board shall acconplish all the functions supposed to be accomplished for achieving the objective ‘and welfare of Company. b) The number of members of Board of Directors of Company shall be ‘minimum 2 and maximum 7. The Meeting of Board of Directors shall not be held without presence of 50 percent of directors. ©) Bach director shall have to purchase at least 25 stares, and the tors shall be the Chairman of Board of person selected by the Directors. 4) One should have to fulfill the condition mentioned in subjection (1) and (2) of Section 66 of the Companies Act, 1964 to be a Director. 2) The tenure of directors of Company shall be as prescribed by the General Meeting; and the following persons shall be the first directors of Company until the first General Meeting of Company isheld. 1) Me Jip Chhiring Lama 2) Mrs, Lehamu Lama 3) Mr. Rinji Sherpa Rights of the Board of Director: 2) Tu accomplish all the function for the welfare of Company subject to the Companies Act and these Articles b) To recruit the Manager, Accountants, technician or non-technician ‘workers necessary for the Company, to fix the term of ther service, salary and allowance and remove from service if necessary by maintaining due process of law. ©) To make necessary arrangement of under-right of share if 4) To represent, plead, compromise and accomplish all other casual functions on behalf of the Company regard to an agreement, consent, authorization, litigation et. 20. 21 ©) Each director shall be paid the amount from the fund of Company 1s decided by the General Meeting from time to time for his attendance at each Meeting 1) To clear up all the expenses incumred for management and incorporation of the Company. 18) To specify a director among themselves for accomplishment of financial transaction of the Company. ‘Meeting of Board of Directors: ‘The Meeting of Board of Directors may be held any time as per necessity and it is compulsory to be held the meeting at least twice a year. The gap period between two meetings shall be atleast 4 month. Bonus and Saving Fund 8) The Company, at the Annual General Meeting, shall declare the bonus to be distributed to the shareholders on condition of not ‘causing adverse effect on the right of preferential sharcholders if any. b) In case of creation of a reason to enter and remove a share, the recipient shareholder shall not be deemed as a recipient of bonus of the share until the entry of share is not recognized in his name. ©) In the case of being two or more joint shareholders ofa share, the receipt signed by any one of them by receiving the bonus of share shall be regarded as vali, 4) No interest shall be given for due bonus, €) The Company, from time to time, before recommending for the bonus, if it deems necessary for the welfare of company, may deposit the amount of profit in any bank to smoothly run the 22, Company, to meet the contingency expenditure, te maintain the debenture loan and other liabilities of Company, to fulfill the investment depreciation of Company, to increase the assets including the machineries, to repair and change, tc maintain the same in sound condition and for other purpose or fo: security may apply in the business of Company for the purpose of transaction of Company: 1) The Board, by giving due consideration to the situation of ‘Company from time to time, may declare the interim bonus and distribute o the members if it is found justifiable 8) The board may use or apply the bonus which is not claimed by ‘anyone until 1 year from the date of declaration to the funetion of welfare of Company until itis claimed by anyone. The Board may confiscate the bonus not claimed by any one until 3 years ofits declaration and apply to the function of Company in a situation deemed appropriate until itis claimed by any one. Minute Book: ‘The minute books of decisions of the General Meeting and Board of Directors of Company shall be certified by the Board of Directors and shareholders also under the Companies Act and it shal be remained under charge of the Board of Directors and shareholders. The Board of Directors and the General Meeting shall have theri separate respective minute book, Book Keeping and Account: (a) The Board shall maintain the book keeping and account in Nepali Jn due process to be reflected the real and updated situation of business of Company. It may be maintained in English also ie

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