NOTE ON FORMATION OF PRODUCER COMPANY :-
• SEC 581C – FORMATION OF PRODUCER COMPANY AND ITS REGISTRATION:-
Members Required :-
1. Any ten or more individuals, each of them being a producer or
2. any two or more Producer institutions, or
3. a combination of ten or more individuals and Producer institutions, desirous of forming a Producer Company having its objects specified in section 581B
• SEC 581B. OBJECTS OF PRODUCER COMPANY:-
(1) The objects of the Producer Company shall relate to all or any of the following matters, namely:-
(a) production, harvesting, procurement, grading, pooling, handling, marketing, selling, export of primary produce of the Members or import of goods or services for their benefit Provided that the Producer Company may carry on any of the activities specified in this clause either by itself or through other institution;
(b) processing including preserving, drying, distilling, brewing, vinting, canning and packaging of produce of its Members;
(c) manufacture, sale or supply of machinery, equipment or consumables mainly to its Members;
(d) providing education on the mutual assistance principles to its Members and others;
(e) rendering technical services, consultancy services, training, research and development and all other activities for the promotion of the interests of its Members;
(f) generation, transmission and distribution of power, revitalisation of land and water resources, their use, conservation and communications relatable to primary produce;
(g) insurance of producers or their primary produce;
(h) promoting techniques of mutuality and mutual assistance;
(i) welfare measures or facilities for the benefit of Members as may be decided by the Board;
(j) any other activity, ancillary or incidental to any of the activities referred to in clauses (a) to (i) or other activities which may promote the principles of mutuality and mutual assistance amongst the Members in any other manner;
(k) financing of procurement, processing, marketing or other activities specified in clauses (a) to (j) which include extending of credit facilities or any other financial services to its Members.
• ROC APPROVAL AND MATTER THEREAFTER :-
1. If the Registrar is satisfied that all the requirements of this Act have been complied with in respect of registration and matters precedent and incidental thereto, he shall, within 30 days of the receipt of the documents required for registration, register the memorandum, the articles and other documents, if any, and issue a certificate of incorporation under this Act.
2. A Producer Company so formed shall have the liability of its Members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them and be termed a company limited by shares.
3. The Producer Company may reimburse to its promoters all other direct costs associated with the promotion and registration of the company including registration, legal fees, printing of a memorandum and articles and the payment thereof shall be subject to the approval at its first general meeting of the Members.
4. On registration under sub-section (1), the Producer Company shall become a body corporate as if it is a private limited company to which the provisions contained in this Part apply, without, however, any limit to the number of Members thereof, and the Producer Company shall not, under any circumstance, whatsoever, become or be deemed to become a public limited company under this Act
• MEMORANDUM OF PRODUCER COMPANY:-
a) the name of the company with “Producer Company Limited” as the last words of the name of such Company;
(b) the State in which the registered office of the Producer Company is to situate;
(c) the main objects of the Producer Company shall be one or more of the objects specified in section 581B;
(d) the names and addresses of the persons who have subscribed to the memorandum;
(e) the amount of share capital with which the Producer Company is to be registered and division thereof into shares of a fixed amount;
(f) the names, addresses and occupations of the subscribers being producers, who shall act as the first directors in accordance with sub-section (2) of section 581J;
(g) that the liability of its members is limited;
(h) opposite to the subscriber’s name the number of shares each subscriber takes :
Provided that no subscriber shall take less than one share;
(i) in case the objects of the Producer Company are not confined to one State, the States to whose territories the objects extend
• ARTICLES OF ASSOCIATION :-
1) The articles shall contain the following mutual assistance principles, namely :-
(a) the membership shall be voluntary and available, to all eligible persons who, can participate or avail of the facilities or services of the Producer Company, and are willing to accept the duties of membership
(b) each Member shall, save as otherwise provided in this Part, have only a single vote irrespective of the shareholding;
(c) the Producer Company shall be administered by a Board consisting of persons elected or appointed as directors in the manner consistent with the provisions of this Part and the Board shall be accountable to the Members;
(d) save as provided in this Part, there shall be limited return on share capital;
(e) the surplus arising out of the operations of the Producer Company shall be distributed in an equitable manner by:-
(i) providing for the development of the business of the Producer Company;
(ii) providing for common facilities; and
(iii) distributing amongst the Members, as may be admissible in proportion to their respective participation in the business;
(f) provision shall be made for the education of Members, employees and others, on the principles of mutuality and techniques of mutual assistance;
(g) the Producer Company shall actively co-operate with other Producer Companies (and other organizations following similar principles) at local, national or international level so as to best serve the interest of their Members and the communities it purports to serve.
2) Without prejudice to the generality of the foregoing provisions of sub-sections (1) and (2), the articles shall contain the following provisions, namely :-
(a) the qualifications for membership, the conditions for continuance or cancellation of membership and the terms, conditions and procedure for transfer of shares;
(b) the manner of ascertaining the patronage and voting right based on patronage;
(c) subject to the provisions contained in sub-section (1) of section 581N, the manner of constitution of the Board, its powers and duties, the minimum and maximum number of directors, manner of election and appointment of directors and retirement by rotation, qualifications for being elected or continuance as such and the terms of office of the said directors, their powers and duties, conditions for election or co-option of directors, method of removal of directors and the filling up of vacancies on the Board, and the manner and the terms of appointment of the Chief Executive;
(d) the election of the Chairman, term of office of directors and the Chairman, manner of voting at the general or special meetings of Members, procedure for voting, by directors at meetings of the Board, powers of the Chairman and the circumstances under which the Chairman may exercise a casting vote
(e) the circumstances under which, and the manner in which, the withheld price is to be determined and distributed;
(f) the manner of disbursement of patronage bonus in cash or by issue of equity shares, or both;
(g) the contribution to be shared and related matters referred to in subsection (2) of section 581ZI;
(h) the matters relating to issue of bonus shares out of general reserves as set out in section 581ZJ;
(i) the basis and manner of allotment of equity shares of the Producer Company in lieu of the whole or part of the sale proceeds of produce or products supplied by the Members;
(j) the amount of reserves, sources from which funds may be raised, limitation on raising of funds, restriction on the use of such funds and the extent of debt that may be contracted and the conditions thereof;
(k) the credit, loans or advances which may be granted to a Member and the conditions for the grant of the same;
(l) the right of any Member to obtain information relating to general business of the company;
(m) the basis and manner of distribution and disposal of funds available after meeting liabilities in the event of dissolution or liquidation of the Producer Company;
(n) the authorisation for division, amalgamation, merger, creation of subsidiaries and the entering into joint ventures and other matters connected therewith;
(o) laying of the memorandum and articles of the Producer Company before a special general meeting to be held within ninety days of its registration;
(p) any other provision, which the Members may, by special resolution recommend to be included in articles
• NUMBER OF DIRECTORS :-
Every Producer Company shall have at least five and not more than fifteen directors
• APPOINTMENT OF DIRECTORS :-
1) Save as provided in section 581N, the Members who sign the memorandum and the articles may designate therein the Board of directors (not less than five) who shall govern the affairs of the Producer Company until the directors are elected in accordance with the provisions of this section.
2) The election of directors shall be conducted within a period of 90 days of the registration of the Producer Company
3) Every Producer Company shall have a full time Chief Executive, by whatever name called, to be appointed by the Board from amongst persons other than Members.
4) The Chief Executive shall be ex officio director of the Board and such director shall not retire by rotation
• ANNUAL GENERAL MEETINGS:-
1) A Producer Company shall hold its first annual general meeting within a period of ninety days from the date of its incorporation.
2) The Members shall adopt the articles of the Producer Company and appoint directors of its Board in the annual general meeting
PROCESS OF REGISTRATION OF COMPANY IS SAME LIKE PRIVATE LIMITED COMPANY
Forms:-
Application for reservation of name Form INC-1
Application for Incorporation of Company Form INC- 7
Notice of situation or change of situation of registered office Form INC-22
Particulars of appointment of Directors and the key managerial
personnel and the changes among them Form INC -12
SERVICES TO BE RENDERED:-
1. Obtaining Digital Signature Certificate (DSC) of the Directors (3 Directors)
2. Obtaining Director Identification Number (DIN) of the Directors (3 Directors)
3. Obtaining Name Availability from Registrar of Companies, India
4. Drafting Memorandum and Articles of Association of the Company
5. Drafting and Filing of various forms and documents with Registrar of Companies
(“ROC”)
6. Certifying compliance of all applicable provisions of the Companies Act, 2013 and
the Rules framed there under (“Act”) to the ROC
7. Co-coordinating with ROC for timely Incorporation
8. Obtaining Incorporation Certificate from ROC
9. Ensuring compliance of all applicable provisions, rules & regulations of the Act on or
before due dates subject to timely receipt of documents from you.
Documents Required :-
Identity Proof*:
a. PAN card- Mandatory.
b. 5 Photographs of each person
Address Proof*:
a. Bank Account statement latest 40 days
b. Passport
c. Driving License
d. Voters identity Card/Election Card
e. Aadhar Card
f. Any latest utility bill (Electricity Bill/ Telephone bill/ Gas Bill/ Mobile Bill) of home Country of applicant- Bill should not be of more than 2 months.
Other:
g. Birth Certificate (place and district)
h. Educational proof
*Note: Both Identity proof & Address proof should be Attested by Gazetted Officer (#List Gazetted Officer separately given below)
Name on Identity and Address proof should be same at both proofs. Same documents required for DSC (Digital Signature certificate) application also.
For, CS Pramodkumar R. Ladda
Company Secretary
Land line No. 020-24570055
Office Cell Nos: 9404923393, 8624919609, 9175395604
Personal Cell No. 9922735476 / 9595271145
Skype id: pramodladda
OFFICE: 2nd Floor, OM Apartment, SR. No. 496/B, Near KCC Classes,
Opp Kasba Peth Post office, Kasba Peth, Pune 411011
www.csladda.com
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