Statutory Notifications and Orders issued by Heads of Departments. V.O. CHIDAMBARANAR PORT AUTHORITY--Meetings of Board, its Powers and Transaction of Business Regulations, 2022 - Notification No. SRO C-24/2023.--(GAD-BODOMEET/3/2021-GADSrDS/D.976)

©

GOVERNMENT OF TAMIL NADU 2023

[Regd. No. TN/CCN/467/2012-14.

[R. Dis. No. 197/2009.

[Price: Rs. 3.20 Paise

No. 49] CHENNAI, WEDNESDAY, DECEMBER 13, 2023 Karthigai 27, Sobakiruthu, Thiruvalluvar Aandu–2054

Part III—Section 2

Statutory Notifications and Orders issued by

Heads of Departments.

NOTIFICATIONS BY HEADS OF DEPARTMENTS, ETC.

CONTENTS

V.O. CHIDAMBARANAR PORT AUTHORITY Pages

(Meetings of Board, its Powers and Transaction of Business) Regulations, 2022 .. 144-150

[143]

DTP—III-2 (49)144 TAMIL NADU GOVERNMENT GAZETTE [Part III—Sec. 2

NOTIFICATIONS BY HEADS OF DEPARTMENTS, ETC.

V.O. CHIDAMBARANAR PORT AUTHORITY

(Meetings of Board, its Powers and Transaction of Business) Regulations, 2022

(GAD-BODOMEET/3/2021-GADSrDS/D.976)

No. SRO C-24/2023.

In exercise of the powers conferred by sub-Section (2) (a) and (b) of Section 72 read with Section 13 and 14 of the Major Port Authorities Act, 2021 and in supersession of the Major Port Trusts (Procedure at Board Meetings) Rules, 1981, the Board of V.O.Chidambaranar Port Authority hereby makes the following Regulations, namely:-

1. Short title and commencement.-

(1) These Regulations may be called the V.O.Chidambaranar Port Authority (Meetings of Board, its Powers and Transaction of Business) Regulations, 2022.

(2) They shall come into force on the date of their publication in the Offi cial Gazette.

2. Application.-

These Regulations shall apply to V.O.Chidambaranar Port Authority.

3. Definitions.-

(1) In these Regulations, unless the context otherwise requires,

(2) "Act" means the Major Port Authorities Act, 2021;

(3) "Board" shall have the meaning assigned to it in the Act;

(4) "Chairperson" means the Chairperson of the Board under clause (a) of sub-section (1) of section 3 of the Act;

(5) "Committee" means every committee of the Members and any other person constituted by the Board pursuant to the provisions of sub-section (1) of section 14 of the Act;

(6) "Deputy Chairperson" means the Deputy Chairperson of the Board under clause (b) of sub-section (1) of Section 3 of the Act;

(7) "Designated Offi cer" means any offi cer of V.O.Chidambaranar Port Authority entrusted by the Board with the duty and responsibility of issuance of notice, circulation of agenda, recording, circulation and safe keeping of minutes of the meetings of the Board of V.O.Chidambaranar Port Authority or any Committee thereof.

(8) "Member" in reference to these Regulations, means the Member of the Board under clauses (c), (d), (e) and (f) of sub-section (1) of section 3 of the Act and includes the Chairperson and Deputy Chairperson;

(9) "Section" means the section of the Act.

(10) Words and expressions used and not defi ned in these Regulations but defi ned in the Act, shall have the same meanings respectively assigned to them in the Act.

4. Frequency, Date and Venue of Board meetings.-

(1) The Board of V.O.Chidambaranar Port Authority shall hold its fi rst meeting within thirty days of the date of its constitution and thereafter hold a minimum number of four meetings every fi nancial year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board.

(2) The Board of V.O.Chidambaranar Port Authority shall from time to time determine, the date and time of its meetings: Provided that where the Board is unable to do so for any reason, the Chairperson and in his/her absence the Deputy Chairperson or such other person authorised by the Central Government may do so, for reasons to be recorded in writing.

(3) The meetings of the Board of V.O.Chidambaranar Port Authority shall be held at their respective port premises, except where the Board in advance decides to hold any meeting at any otherDec. 13, 2023] TAMIL NADU GOVERNMENT GAZETTE 145 place for reasons to be recorded in writing. The meetings may also be held through circulation of agenda.

(4) The Chairman or in his absence the Dy.Chairman, if appointed may whenever he thinks fi t, and shall, upon the written request of not less than three Trustees, call a special meeting of the Board.

5. Circulation of Agenda and manner or participation.-

(1) A meeting of the Board shall be called by giving not less than three days' notice in writing to every Member at the address provided by such Member and such notice along with the proposed agenda and all the relevant material for the meeting shall be sent by the Designated Offi cer by hand delivery or by post or by electronic means:

Provided that a meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that the Member appointed under clause (e) of sub-section (1) of Section (3) of the Act shall be present at the meeting.

Provided further that in case of absence of Member appointed under clause (e) of sub-section (1) of Section (3) of the Act from any meeting of the Board, the decisions taken in such meeting shall attain fi nality through the confi rmation in the next meeting of the Board.

(2) The notice of the meeting under sub-regulation (1) shall inform the Members regarding the option available to them to participate through video conferencing mode or other audio visual means, and shall provide all the necessary information to enable the Members to participate through video conferencing mode or other audio visual means.

(3) The Chairman, or in his absence, the Dy. Chairman, if appointed, may at his discretion, include for discussion at any of the meetings of the Board, including a special meeting, any item not included in the agenda, if the same is, in his opinion, of suffi cient importance or urgency or both and cannot be held over for the consideration of the Board at any subsequent meeting.

6. Conduct of Meetings of Board

(1) The meeting of the Board shall be presided by Chairperson and if he/she is unable to attend the meeting, the Deputy Chairperson and in the absence of such Deputy Chairperson any other member chosen by Members present among themselves at the meeting or any person authorized by the Central Government.

(2) The participation of Members in a meeting of the Board may be either in person or through video conferencinq or other audio visual means, which are capable of recording and recognising the participation of the Members and of recording and storing the proceedings of such meetings along with date and time.

(3) At the commencement of the Board meeting, a roll call shall be taken by the Chairperson or the person presiding the Board meeting when every Member participating through video conferencing or other audio visual means shall state, for the record, the following namely:-

(a) name;

(b) the location from where he/she is participating;

(c) that he/she has received the agenda and all the relevant material for the meeting; and , (d) that no one other than the concerned Member is attending or having access to the proceedings of the meeting at the location mentioned in clause (b).

(4) (a) After the roll call, the Chairperson or the person presiding the Board meeting, as the case may be, shall inform the Board about the names of persons other than the Members who are present for the said meeting at the request or with the permission of the Chairperson or the person presiding the Board meeting and confi rm that the required quorum is complete in accordance with the provisions of sub-regulation (1) of regulation 7.

(b) The Chairperson or the person presiding the Board meeting shall ensure that the required quorum is present throughout the meeting.

(5) The Members of the Board present in the meeting may, with the prior consent of the Chairperson or any other person presiding such meeting, consider and discuss additional items in the146 TAMIL NADU GOVERNMENT GAZETTE [Part III—Sec. 2 meeting which were not previously notifi ed in the agenda circulated under sub-regulation (1) of regulation 5. -

(6) The Board or the Designated Offi cer in this behalf shall take due and reasonable care- (a) the notice of the Board meeting shall be sent to all the Members in the manner stipulated under sub-regulation (1) of regulation 5;

(b) to record proceedings and prepare the minutes of the meeting.

(7) The statutory and other records which are required to be placed in the Board meeting as per the provisions of the Act shall be placed at the scheduled venue of the meeting and the same shall be deemed to have been accepted by the Members participating through electronic mode, if they have given their consent to this effect and it is so recorded in the minutes of the meeting.

(8) (a) Every participant shall identify himself for the record before speaking on any item of business on the agenda.

(b) If a statement of a Member in the meeting through video conferencing or other audio visual means is interrupted or garbled, the Chairperson or the person presiding the Board meeting shall request for a repeat or reiteration by the Member.

(9) If a motion is objected to and there is a need to put the said agenda item to vote, the Chairperson or the person presiding the Board meeting shall call the roll and note the vote of each Member who shall identify himself while casting his/her vote.

(10) From the commencement of the Board meeting and until the conclusion of such meeting, no person, other than the Chairperson or the person presiding the Board meeting, Members and any other person whose presence is required by the Board, shall be allowed access to the place where any Member is attending the meeting either physically or through video conferencing without the permission of the Board.

(11) At the end of discussion on each agenda item, the Chairperson or the person presiding the Board meeting shall announce the summary of the decision taken on such item along with names of the Members, if any, who dissented from the decision taken by majority.

(12) The Board of V.O.Chidambaranar Port Authority may observe secretarial standards save and except those contrary to these Regulations with respect to the Board meetings specifi ed by the Institute of Company Secretaries of India constituted under Section 3 of the Company Secretaries Act, 1980.

7. Quorum for meetings of the Board.··

(1) The quorum for any meeting of the Board of V.O.Chidambaranar Port Authority shall be one-third of its total strength at the time of such meeting or four Members, whichever is higher and the participation of the Members by video conferencing or by other audio visual means shall also be counted for the purposes of quorum under this sub-regulation, unless he/she is to be excluded for any items of business under any provisions of the Act.

Explanation: For the purposes of this regulation, -

(i) any fraction of a number shall be rounded off as one;

(ii) "total strength" means the total number of members appointed as Members of the Board from time to time and shall not include Members whose places are vacant.

(2) The norm adopted by the Board of V.O.Chidambaranar Port Authority for the purposes of quorum under sub-regulation (1 )shall include -

(a) permissibility to allow participation of the Members in the Board meeting by video conferencing or by other audio visual means; and

(b) provision for automatic adjournment where· a meeting of the Board could not be held for want of quorum, to such date as may be determined by the Members of the Board present and the notice of such adjournment shall 'be given to all Members and the business which was to have been brought before the original meeting, had there been a proper quorum, shall be brought before the adjourned meeting. Where at the adjourned meeting also, if the required quorum is not present, then the Members present, shall constitute the quorum; andDec. 13, 2023] TAMIL NADU GOVERNMENT GAZETTE 147 (c) procedure for leave of absence of any Member from any particular Board meeting to be approved by the Chairperson or the presiding member of the Board meeting.

8. Passing of resolution by circulation.-

(1) No resolution shall be deemed to have been duly passed by the Board by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the Members of the Board at the addresses provided by such Member by hand delivery or by post or by courier, or by electronic means and has been approved by a majority of the Members, who are entitled to vote on the resolution:

Provided that, where not less than half of the total number of Members of the Board for the time being require that any resolution under circulation must be decided at a meeting, the Chairperson or in his/her absence the Deputy Chairperson of the Board or any other member chosen by Members present among themselves at the meeting or such other person authorised by the Central Government shall put the resolution to be decided at a meeting of the Board.

(2) For the purpose of sub-regulation (1), every Member shall be required to give his/her vote of affi rmation or denial to the resolution circulated in writing within three working days of receipt. Failure by any Member to submit his/her vote shall be presumed as approval to the resolution circulated.

(3) A resolution passed under sub-regulation (1) shall be confi rmed at a subsequent meeting of the Board and made part of the minutes of such meeting.

9. Expeditious disposal by Board.-

All questions at a meeting of the Board shall be -

(a) dealt with as expeditiously as possible and the Board shall dispose of the same within a period of sixty days from the date of its presentation before the Board:

Provided that where any such question could not be disposed of by the Board within the period specifi ed in sub-regulatlon (a), the Board shall record the reasons in writing for not disposing of the same within the period so specifi ed and the Chairperson or any other person presiding at such meeting may, after taking into account the reasons so recorded, extend the period referred to in sub-regulation (a) by such period not exceeding ninety days as the Chairperson or such person may consider necessary;

(b) decided by a majority of votes by the Members present and voting and in the case of equality of votes, the Chairperson or in his/her absence, the person presiding the Board meeting shall have a second or casting vote.

10. Meetings of Board through video conferencing or other audio visual means.-

The Board of V.O.Chidambaranar Port Authority shall comply with the following procedure for convening and conducting the Board meetings through video conferencing or other audio visual means.

(1) The Board of V.O.Chidambaranar Port Authority shall make necessary arrangements to avoid failure of video or audio visual connection.

(2) The Board or the Designated Offi cer shall take due and reasonable care -

(a) to safeguard the integrity of the Board meeting by ensuring suffi cient security and identifi cation procedures;

(b) to ensure availability of proper and appropriate video conferencing or other audiovisual equipment or facilities for providing transmission of the communications for effective participation of the Members and other authorised participants at the Board meeting;

(c) to store for safekeeping and marking the tape recording{s) or other electronic recording mechanism as part of the records of the Board of V.O.Chidambaranar Port Authority at least upto the time of completion of audit of that particular fi nancial year;

(d) to ensure that no person other than the concerned Member are attending or have access to the proceedings of the Board meeting through video conferencing mode or other audio visual means; and148 TAMIL NADU GOVERNMENT GAZETTE [Part III—Sec. 2 (e) to ensure that participants attending the Board meeting through audio visual means are able to hear and see the other participants clearly during the course of the meeting:

Provided that the persons, who are differently abled, may make request to the Chairperson and in his/her absence to the Deputy Chairperson to allow a person to accompany him.

(3) (a) A Member intending to participate through video conferencing or audio visual means shall communicate his/her intention to the Chairperson at least two days in advance so that the Board is able to make suitable arrangements in this behalf.

(b) In the absence of any intimation under clause (a), it shall be assumed that the Member shall attend the meeting in person.

(4) With respect to every Board meeting conducted through video conferencing or other audio visual means, the scheduled venue of the Board meeting as set forth in the notice convening the Board meeting shall be deemed to be the place of the said meeting and all recordings of the proceedings at the Board meeting shall be deemed to be made at such place.

Explanation - For the purposes of this regulation, "video conferencing or other audio visual" means audio-visual electronic communication facility employed which enables all the persons participating in a meeting to communicate concurrently with each other without an intermediary and to participate effectively in the meeting.

11. Honorarium for attending Board meetings.-

(1) The Chairperson, Deputy Chairperson and Members appointed under clause (c), (e) and (f) of sub-section (1) of Section 3 of the Act shall not be entitled to any sitting fees or honorarium for attending meetings of the Board.

(2) The honorarium payable to the Independent Members for attending meetings of the Board shall be at such rate as may be fi xed by the Central Government from time to time in this behalf.

12. Powers of Board.-

(1) In furtherance to the powers specifi ed under the Act, the following powers shall also be exercised by the Board of V.O.Chidambaranar Port:

(a) to take note of the appointment or removal of any person to or in the offi ce of the Chairperson, Deputy Chairperson and other Member of the Board;

(b) to take note of appointment or removal of Board of V.O.Chidambaranar Port's staff and employees;

(c) to approve quarterly, half yearly and annual fi nancial statements or fi nancial results, as the case may be;

(d) to archive the records of the Board meetings after such time and in such manner as the Board may deem fi t;

(e) to make regulations to provide for any other matter in connection with the administration or operations of Board of V.O.Chidambaranar Port including but not limited to the following:-

(i) stipulating the term, amount, denomination of and the form and manner in which, and the conditions subject to which the port securities can be issued and transferred;

(ii) the power of one or two or more joint holders of any port security to grant receipts for any interest payable in respect of such security;

(iii) the person, if any, authorised to sign, the manner in which his/her signature may be impressed and the mode of affi xing the corporate seal and of attestation of documents relating to port securities issued or to be issued by V.O.Chidambaranar Port;

(iv) the manner in which payment of interest in respect of port securities is to be made, recorded and acknowledged;

(v) the circumstances, manner, conditions and fee subject to which port securities may be renewed before further payment of interest thereon can be claimed or otherwise;

(vi) the circumstances, manner, conditions and fee subject to which the duplicate port securities may be issued by V.O.Chidambaranar Port in case of loss, theft or destruction of such securities and the proof of which is to be produced by a person applying for duplicate securities;

(vii) the nature and amount of indemnity to be given by a person applying for the payment of interest on port securities alleged to have been wholly or partly lost, stolen or destroyed, or for the issue of duplicate port securities;

(viii) the conversion, consolidation or sub-division of port securities issued by V.O.Chidambaranar Port, the conditions and the fee subject to which such port securities may be converted, consolidated or sub-divided and the issuance of new security or securities in lieu thereof; and (ix) generally, all matters connected with the grant of duplicate, renewed, converted, consolidated and sub-divided securities.

(x) the appointment, promotion, transfer, deputation, retirement, suspension, reduction in rank, compulsory retirement, removal, dismissal of employees of the V.O.Chidambaranar Port; and the sanction of pay and allowances, leaves, pensions, gratuities, compassionate allowances, advances, and all other terms and conditions of service of employees of the V.O.Chidambaranar Port 13. Disclosure by a Member of his/her interest.-

(1) Every Member of the Board who becomes concerned or interested, whether fi nancially or otherwise, which concern or interest is likely to affect prejudicially his/her functions as such Member, shall disclose his/her concern or interest to the Board forthwith when he/she becomes concerned or interested or at the fi rst meeting of the Board held after he/she becomes so concerned or interested and resign forthwith.

(2) Where a Member is subject to an inquiry under Section 5(2) of the Act or has resigned due to any confl ict of interest or has made a disclosure of any such interest in respect of any agenda to be taken up in the Board meeting, such Member shall abstain from participating and voting in the Board Meeting until the resignation stands accepted by the Central Government in accordance with Section 8 of the Act or the conclusion of the enquiry under Section 5(2) of the Act.

14. Minutes of proceedings of meeting of Board of VOC Port Authority.-

(1) The Board of V.O.Chidambaranar Port Authority shall cause minutes of the proceedings of every meeting of the Board, to be prepared, signed and kept at the principal offi ce of the V.O.Chidambaranar Port Authority within thirty days of the conclusion of every such meeting.

(2) The minutes of proceedings of the meetings of the Board may also be kept by way of micro fi lms or any other authentic modern means or electronic form of safe storing and retrieval of records or printed material produced by a computer, if the same is recognized under any law and subject to the conditions, restrictions or safeguards mentioned in such law.

(3) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.

(4) The minutes shall disclose the particulars of the Members who attended the meeting through video conferencing or other audio-visual means.

(5) The minutes shall also contain -

(a) the names of the Members present at the meeting; and

(b) in the case of each decision passed at the meeting, the names of the Members, if any, dissenting from, or not concurring with the decision.

(6) There shall not be included in the minutes, any matter which, in the opinion of the Chairperson or the person presiding the Board meeting-

(a) is or could reasonably be regarded as defamatory of any person; or

(b) is irrelevant or immaterial to the proceedings; or

(c) is detrimental to the interests of the Board of V.O.Chidambaranar Port Authority.

(7) The Chairperson or the person presiding the Board meeting shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specifi ed in sub-regulation (6).

(8) The Designated Offi cer shall circulate draft minutes of the Board meeting among all the Members within fi fteen days of the meeting either in writing or in electronic mode for the comments by the Members. Every Member shall confi rm or give his/her comments in writing about the proceedings of that particular meeting in the draft minutes, within ten days, after receipt of the draft minutes failing which his/her approval shall be presumed.

(9) The minutes kept in accordance with the provisions of this regulation shall be evidence of the proceedings recorded therein and shall be duly authenticated with signatures of the Chairperson.

(10) Where the minutes have been kept in accordance with sub-regulation (1) them, until the contrary is proved, the meeting shall be deemed to have been duly called and held, and all proceedings thereat to have duly taken place, and the decisions to have been duly passed.

(11) Only the matters required by this regulation are to be contained in the minutes of the proceedings of a meeting. If the Board of V.O.Chidambaranar Port Authority has agreed to cause the record of any meeting to be reported circulated or advertised, then the reporting, circulation or advertisement shall be done at the expense of the V.O.Chidambaranar Port Authority.

15. Invitees at meeting.-

Any person, whose presence at a Board meeting is desired for his/her advice or consultation, may be invited to attend the meeting by the Chairperson or the person presiding the Board meeting.

16. Miscellaneous provisions.-

(1) The provisions of these Regulations shall apply mutatis mutandis to meetings of Committees of Members save and except the provisions of the quorum. The Board will stipulate the quorum requirements for meetings of each committee at the time of appointing the particular committee.

(2) The Chairperson or in his/her absence the Deputy Chairperson of the Board may attend any Committee meeting as ex offi cio member and whenever the Chairperson or Deputy Chairperson attends any Committee meeting, he/she shall preside over that meeting.

(3) No Member, other than the Chairperson or a person specifi cally authorized by him, shall give information to the press or any other public media on matters related to the working of V.O.Chidambaranar Port Authority and decision taken at the Board or Committee meetings.

Foot Note: The Major Port Trusts (Procedure at Board Meetings) Rules, 1981 was published in the Gazette of India, Extraordinary, vide Number G.S.R. 725, dated 13-07-1981.

A. VIDHYA, Sr. Dy. Secretary.

PRINTED AND PUBLISHED BY THE COMMISSIONER OF STATIONERY AND PRINTING, CHENNAI ON BEHALF OF THE GOVERNMENT OF TAMIL NADU