Company History
Introduction:
Quality control encompasses all activities and executive techniques aimed at achieving the specified quality criteria. Civil structures and construction projects must be executed based on the design to ensure their efficiency and quality throughout their lifespan, providing the necessary safety and resistance against external loads, wind, earthquake, and floods to ensure the safety and comfort of users.
One of the main objectives of quality control in construction is to prevent wastage of resources and capital, which can be achieved by identifying the required parameters of structural design and comparing and aligning material properties with the necessary technical standards and specifications.
The Technical and Soil Mechanics Laboratory Company is the largest quality control company in the country, operating in the field of infrastructure, housing, and transportation projects. While being involved in infrastructure and housing projects as a quality control entity, the company also actively participates in other civil projects. Its vital mission includes ensuring the quality control of consumable materials, the execution process, and the assessment of constructed structures through various destructive and non-destructive testing.
To achieve its sensitive goals and missions, the company requires an independent and well-defined plan and approach. By aligning with the country's development policies and programs, the company aims to play an active and influential role in improving the quality level of civil projects.
Introduction and History of the Technical and Soil Mechanics Laboratory Company:
The Technical and Soil Mechanics Laboratory Company began its activities in 1955 under the name "Jan & Molam Consulting Engineers" to conduct research and study on Iranian soils for main road construction, operating as the "Soil Laboratory" at the Faculty of Engineering, University of Tehran. After two years, the laboratory continued its work for another year under the supervision of the Planning Organization in collaboration with Aman And Whitney Company. Subsequently, it started operating directly under the Planning Organization with new responsibilities and duties.
In 1963, based on the decision of the Council of Ministers No. 4296, the name was changed to "Technical and Soil Mechanics Laboratory." Due to its extensive involvement in civil and road construction projects and other related initiatives under the Ministry of Roads and Transportation, it was transferred to the Ministry of Roads and Transportation in 1971 under the decision of the Council of Ministers No. 144914, with the name "Technical and Soil Mechanics Laboratory."
In 1984, the company's articles of association were approved by the Islamic Consultative Assembly and confirmed by the esteemed Guardian Council, under the name "Joint Stock Technical and Soil Mechanics Laboratory Company."
Main Activities of the Company:
Company Articles of Association
Chapter 1 - General Provisions
Article 1: Based on the Law on the Establishment of the Joint Stock Company of the Technical and Soil Mechanics Laboratory, approved on April 17, 1983, the Special Joint Stock Company of the Technical and Soil Mechanics Laboratory affiliated with the Ministry of Roads and Transportation is established, and it will be governed by the provisions of this Articles of Association and the relevant regulations applicable to government companies. Henceforth, whenever the term "company" is mentioned in this Articles of Association, it refers to the Joint Stock Company of the Technical and Soil Mechanics Laboratory.
Article 2: The company possesses its own legal entity and financial autonomy.
Article 3: The duration of the company is unlimited, and its headquarters is in Tehran. The company can establish branches and representative offices in provincial centers, other cities within the country, and abroad with the approval of the General Assembly.
Article 4: The general subject of the company is as follows:
Article 5: The initial capital of the company is 1 million Iranian rials, divided into 100,000 shares worth 10,000 rials each, and all shares are owned by the Islamic Republic of Iran.
Note: Pursuant to Article 2 of the Law governing the establishment of the Technical and Soil Mechanics Laboratory Joint Stock Company, which was ratified by the Islamic Consultative Assembly on January 17, 1983, the board is obligated, within 8 months of these Articles of Association being approved, to assess all movable and immovable properties, assets, claims, debts, and obligations of the company through official judicial experts. In the absence of an official judicial expert, this assessment should be conducted by selected experts appointed by the General Assembly. Once the actual capital amount is determined, it will be considered as an increase in the company's capital upon approval by the General Assembly.
Chapter 2 - Company Structure
Article 6: The company structure consists of:
Article 7: The General Assembly consists of the Ministers of Roads and Transportation, Economic Affairs and Finance, and Planning and Budget, and will be chaired by the Minister of Roads and Transportation.
Note: The General Assembly is formed in ordinary and extraordinary sessions.
a) Determining the general policies of the company.
b) Evaluating and deciding upon the reports presented by the Board of Directors, annual operational plans, and budgets of the company, in addition to examining the balance sheet and profit and loss statements of the company, taking into account the reports provided by the Board of Directors and the Inspector.
c) Making decisions regarding the distribution and method of allocating special dividends.
d) Approving financial, transactional, administrative, and employment regulations, as well as other necessary regulations in compliance with the relevant laws.
e) Dismissal or approval of the appointment of the Board of Directors, CEO, Chairman of the Board of Directors, and Inspector.
f) Making decisions regarding the establishment or modification of branches or representative offices within or outside the country, upon the recommendation of the Board of Directors.
g) Determining the salaries, benefits, and remuneration of the CEO, Board of Directors members, and Inspector.
h) Making decisions regarding other matters that fall under the responsibilities of the General Assembly according to the Commercial Law.
i) Making decisions regarding the referral of disputes to arbitration, as well as decisions regarding settlement in lawsuits and the retrieval of lawsuits, submitting them to competent authorities for decision or compliance with the principle of Article 139 of the Constitution.
j) Deciding on matters pertaining to the company's responsibilities, such as investments, participation, or public distribution.
k) Approving the organization of the company after obtaining approval from the Administrative and Employment Organization of the country.
l) Making decisions regarding suspicious or irrecoverable claims proposed by the Board of Directors.
m) Making decisions regarding other matters relevant to the company's duties.
Article 9: Ordinary General Assembly meetings will be held twice annually, once in the first quarter of the year to approve the previous year's balance sheet and profit and loss account and express opinions on the draft budget of the company, and another meeting in the second half of the year to approve the budget and discuss other matters specified in the agenda of the General Assembly.
Note 1: The Board of Directors, CEO, and Inspector have the right to attend General Assembly meetings to provide advisory opinions, but they do not have voting rights. The General Assembly must be convened in writing by the CEO, and the agenda must be attached to the invitation sent to the members of the General Assembly.
Note 2: The resolutions of the General Assembly, whether ordinary or extraordinary, are reached through a majority vote. Extraordinary General Assembly gatherings are convened based on proposals from the Chairman of the General Assembly, CEO, or Inspector.
Note 3: It is the responsibility of the Chairman of the General Assembly to issue written invitations to the representatives and shareholders, ensuring that they receive them at least ten days prior to the scheduled General Assembly meeting.
Article 10: Extraordinary General Assembly gatherings are convened in the following circumstances:
Proposing changes to the Articles of Association.
Increasing or decreasing the capital.
Proposing the dissolution of the company.
Article 11: The Board of Directors comprises three primary members and one alternate member. The appointment of the Chairman of the Board of Directors, who also serves as the company's CEO, is made by the General Assembly based on the suggestion of the Chairman of the General Assembly. The appointment of other primary and alternate members of the Board of Directors is made upon the recommendation of the Chairman of the Board of Directors and the approval of the General Assembly. The tenure for members of the Board of Directors and the CEO is two years, with the possibility of reappointment for subsequent terms.
Note: The Board of Directors selects one person as a secretary to record the decisions of the Board of Directors, including the opinions of the members, in a dedicated office book, and obtain the signatures of the attendees at the meeting.
Article 12: Responsibilities and Authorities of the Board of Directors.
a) Managing the affairs of the company in accordance with the relevant laws, regulations, and compliance with the Articles of Association, and implementing the resolutions and decisions of the General Assembly.
b) Preparing the annual budget and plan of the company for approval by the General Assembly.
c) Preparing and preparing the balance sheet, profit and loss account, and other financial statements of the company annually for submission to the General Assembly.
d) Preparing financial and transactional regulations, organizational structures, or proposing amendments to the Articles of Association for submission to the ordinary General Assembly or extraordinary General Assembly, as required.
e) Making decisions on matters raised by the CEO and Inspector.
f) Overseeing the execution of ongoing programs in accordance with the company's policies and objectives.
g) Proposing increases or decreases in capital to the General Assembly.
h) Proposing any plans to solve issues related to the improvement and advancement of company affairs to the General Assembly, as well as obtaining credit by borrowing from banks and government institutions and repaying loans to individuals with the approval of the General Assembly.
i) Being responsible for the overall management of the company, including financial and accounting supervision, disciplinary actions, personnel and organizational management, transactions, expenditure control, and necessary supervision over administrative, financial, technical, branches, and representative offices, and other relevant institutions.
j) Issuing administrative correspondence, signed by the CEO or authorized signatories designated by the CEO.
k) Determining the powers of attorney and legal advisory rights for the company, with the approval of the General Assembly.
Article 13: The CEO and Chairman of the Board of Directors hold the highest executive position and are responsible for the smooth operation of the company and the protection of its rights and assets. Their duties and authorities are as follows:
a) Implementing the resolutions of the General Assembly and the Board of Directors and supervising all administrative, technical, and financial affairs of the company in accordance with the relevant regulations.
b) The recruitment, termination, and appointment of employees shall be carried out in accordance with the regulations applicable to government companies, while adhering to the approved budget and organizational requirements.
c) The publication of the scientific journal of the Technical and Soil Mechanics Laboratory shall be ensured.
d) The Chairman of the Board of Directors and the CEO of the company possess complete authority to represent the company in all courts, legal bodies, and private institutions, without the need for delegation, acting as the non-representative and fully authorized representatives of the company.
e) The CEO may delegate all their authorities to one of the Board of Directors' signatories or one of the company's employees in case of mission or leave.
f) Securities and financial commitments of the company must be signed by the CEO and the responsible person for financial affairs, and in the absence of the CEO, by one of the Board of Directors' signatories selected by the Board of Directors. Official documents, expenses, and checks in the company's branches must also be signed by the branch manager and the respective financial affairs officer appointed by the Board of Directors.
Article 14: The appointment of the company's Inspector is based on the recommendation of the Minister of Economic Affairs and Finance and the approval of the General Assembly, for a term of one year. They may be reappointed for consecutive terms.
Article 15: Responsibilities and Authorities of the Inspector:
a) Conducting a thorough examination of the annual report, reviewing the balance sheet, performance, profit and loss accounts, and financial statements of the company, comparing them with the company's records and documents, and providing opinions on them.
b) Preparing, reviewing, and reporting on the operations and financial activities of the company annually to submit to the General Assembly at least 25 days before the General Assembly meeting.
c) The Inspector has the right to request any necessary information from the CEO or other company employees and examine the company's records and files without causing interruptions in the company's affairs. The company authorities are required to furnish the essential information to the Inspector.
d) The Inspector may utilize internal and external experts and specialists, as well as other necessary facilities, to perform their duties. The CEO of the company shall provide the necessary facilities to the Inspector to carry out their duties.
Chapter 3 - Financial and Administrative Affairs
Article 16: The company's financial year commences on the first day of Farvardin (the first month of the Iranian calendar) each year and concludes on the last day of Esfand (the twelfth month of the Iranian calendar) of the same year, except for the initial year, which begins from the date of approval of these Articles of Association and concludes in Esfand of the same year.
Article 17: The provisions of this Articles of Association, consisting of three chapters, 18 articles, six footnotes, and 50 clauses, will be effective from the date of approval. Until the approval and notification of the regulations pertaining to this Articles of Association, the laboratory will operate based on the previous laws and regulations.
The above Articles of Association, consisting of 18 articles and six footnotes, was approved in the session of the Islamic Consultative Assembly on Friday, 18th of Bahman, 1363 (February 7, 1985), and has been ratified by the Guardian Council on 20th of Azar, 1363 (December 11, 1984).
President of the Islamic Consultative Assembly
Akbar Hashemi
organization chart
Soil Mechanics and Technical Laboratory Company is one of the companies under the Ministry of Roads and Urban Development, with more than 60 years of experience in the form of 31 provincial administrations, 145 laboratory branches in large cities, 1000 established local units, 40 geotechnical research teams. and participation in studies and quality control of large and small dams; With the presence of more than 2500 skilled, experienced technical and engineering personnel, it offers a wide range of services in national, regional and international civil and construction projects.
Key Goals and Responsibilities
Key Strategic Objectives:
Key Quality Objectives:
Development of Company Services through Increased Supervision of Civil Engineering Projects:
Increasing the Efficiency of Company Activities:
Core Values of the Technical and Soil Mechanics Laboratory: