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EXTRAORDINARY
PART III—Section 4
PUBLISHED BY AUTHORITY
ई-मेल आईडी : [email protected]
फ ै क्स : 0824 – 2407438
No. 528] NEW DELHI, THURS DAY, JULY 27, 2023/SHRAVANA 5, 1945
CG-DL-E-01082023-247742
NEW MANGALORE PORT AUTHORIT Y
NOTIFICATION
New Delhi, the 17 th July, 2023
F.No. 11/1/2022/PAC.1. —In exercise of the powers conferred by Section 72 (i) of the Major Port
Authority Act 2021, the Board of New Mangalore Port Authority hereby pre -publish the New Mangalore Port
Authori ty (Meetings of Board, its Powers and Transactions of Business) Regulations, 2023 as detailed in the schedule
hereunder, inviting the objections and suggestions from interests concerned.
2. The objections and suggestions if any may be submitted within 30 d ays from the date of this pre -publication to the
following address:
Postal address: The Secretary
New Mangalore Port Authority
Panambur – 575 010.
E-mail id: [email protected]
Fax: 0824 -2407438
SCHEDULE
DRAFT NEW MANGALORE PORT AUTHORITY (MEETINGS OF BOARD, ITS POWERS AND
TRANSACTION OF BUSINESS) REGULATIONS, 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 Major Port Authority for New Mangalore Port hereby makes the following Regulations,
namely: -
1. Short title and commencement. -
(1) These Regulations may be called the New Mangalore Port Authority (Meetings of Board, its Powers
and Transaction of Business) Regulations, 2023.
(2) They shall come into force on the date of their publication in the official Gazette.
2. Application. -
These Regulations shall apply to Major Port Authority for New Mangalore Port.
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 pursua nt 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 Officer” means any officer of Major Port Authority for New Mangalore Port 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 Major Port Authority for New
Mangalore Port 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 defined in these Regulations but defined 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 Major Port Authority for New Mangalore Port shall hold its first meeting within thirty
days of the date of its constitution and thereafter hold a minimum number of four meetings
every Financial 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 Major Port Authority for New Mangalore Port shall from time to time determine, the
date and time of its meetings:
Provided that where the Board is una ble to do so for any reason, the Chairperson and in his/her
absence the Deputy Chairperson or such other person authorized by the Central Government may do
so, for reasons to be recorded in writing.
(3) The meetings of the Board of Major Port Authority for Ne w Mangalore Port shall be held at their
respective port premises, except where the Board in advance decides to hold any meeting at any
other place for reasons to be recorded in writing. The meetings may also be held through circulation
of agenda.
5. Circulati on of Agenda and manner of 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 releva nt material for the meeting shall be sent by the Designated Officer 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 Membe r 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 Bo ard, the decisions taken in such meeting shall attain
finality through the confirmation 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 thro ugh 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.
6. Conduct of Meetings of Board .-
(1) The meeting of the Bo ard 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 b y the
Central Government.
(2) The participation of Members in a meeting of the Board may be either in person or through video
conferencing or other audio visual means, which are capable of recording and recognizing the
participation of the Members and of recor ding 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 conf erencing
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 a bout 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 confirm 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 c onsent of the Chairperson or
any other person presiding such meeting, consider and discuss additional items in the meeting which
were not previously notified in the agenda circulated under sub -regulation (1) of regulation 5.
(6) The Board or the Designated Off icer 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 th e 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 t he 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 Major Port Authority for New Mangalore Port may observe secretarial standards save
and except those cont rary to these Regulations with respect to the Board meetings specified 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 Major Port Authority for New Mangalore Port 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 f rom
time to time and shall not include Members whose places are vacant.
(2) The norm adopted by the Board of Major Port Authority for New Mangalore Port 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 Boar d 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 me eting also, if the required quorum is
not present, then the Members present, shall constitute the quorum; and
(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 Bo ard 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 th e 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 t he 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 a mong 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
affirmation 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 confirmed at a subsequent meeting of the
Board and made part of the minutes of such meeting.
9. Expeditious di sposal 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 s uch question could not be disposed of by the Board within the period
specified in sub -regulation (a), the Board shall record the reasons in writing for not disposing of the
same within the period so specified and the Chairperson or any other person presidi ng 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 vote s 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 Major Port Authority for New Mangalore Port shall comply with the following procedure for
convening and conducting the Board meetings through video conferencing or other audio visual means.
(1) The Major Port Authority for New Mangalore P ort shall make necessary arrangements to avoid
failure of video or audio visual connection.
(2) The Board or the Designated Officer shall take due and reasonable care –
(a) to safeguard the integrity of the Board meeting by ensuring sufficient security and
ident ification 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 particip ants 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 Major Port Authority for New Mangalore
Port at least upto the time of completion of audit of that particular financial 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; and
(e) to ensure that participants at tending 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 conferencin g 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 con currently 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 fixed by the Central Government from time to time in this behalf.
12. Powers of Board. -
(1) In furtherance to the powers specified under the Act, t he following powers shall also be exercised by
the Board of Major Port Authority for New Mangalore Port:
(a) to take note of the appointment or removal of any person to or in the office of the
Chairperson, Deputy Chairperson and other Member of the Board;
(b) to take note of appointment or removal of Major Port Authority for New Mangalore Port’s
staff and employees;
(c) to approve quarterly, half yearly and annual financial statements or financial results, as the
case may be;
(d) to archive the records of the Board meetin gs after such time and in such manner as the Board
may deem fit;
(e) to make regulations to provide for any other matter in connection with the administration or
operations of Major Port Authority for New Mangalore Port including but not limited to the
followi ng:-
(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 affixing the corporate seal and of attestation of
documents relating to port securities i ssued or to be issued by Major Port Authority
for New Mangalore 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 securi ties 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 Major Port Authority for New Mangalore Port in case o f
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 alle ged 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 Major Port
Authority for New Mangalore Port, the conditions and the fee s ubject 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 Major Port
Authority for New Mangalore 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 Major Port Authority for New Mangalore
Port.
13. Disclosure by a Member of his/her interest. -
(1) Every Member of the Board who be comes concerned or interested, whether financially 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 o r
interested or at the first 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
conflict 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 wit h 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 Port Authority. -
(1) The Board of Major Port Authority for New Mangalore Port shall cause minutes of the proceed ings
of every meeting of the Board, to be prepared, signed and kept at the principal office of the Major
Port Authority for New Mangalore Port within thirty days of the conclusion of every such meeting.
(2) The minutes of proceedings of the meetings of the Bo ard may also be kept by way of micro films 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 recognised under any law and subject to the
conditions, re strictions 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 proceeding s; or
(c) Is detrimental to the interests of the Major Port Authority for New Mangalore Port.
(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 minute s on the grounds specified in sub -
regulation (6).
(8) The Designated Officer shall circulate draft minutes of the Board meeting among all the Members
within fifteen days of the meeting either in writing or in electronic mode for the comments by the
Members. Every Member shall confirm 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) then , 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 contain ed in the minutes of the proceedings of
a meeting. If the Board of Major Port Authority for New Mangalore Port 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 Major Port Authority for New Mangalore Port.
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 fo r meetings of + 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 officio 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 specifically authorized by him, shall give
information to the press or any other public media on matters related to the working of Maj or Port
Authority for New Mangalore Port and decision taken at the Board or Committee meetings.
JIJO THOMAS , Secy .
[ADVT. -III/4/Exty./310/2023 -24]
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