Do you wish to draft the memorandum and articles of association for forming a producer company under the companies act 1956.
Memorandum and articles of association for forming a producer company
1. Before incorporating a producer company under section 581C of the 1956 act please note the following:
(a) ‘Producer Company‘ conveys a body corporate registered as a producer company under the companies act. Which shall have its objects or activities in any of the following matters terms as :
(i) production, grading, harvesting,handling, procurement, selling, pooling, marketing, import of goods or export of primary have to its members or services for their benefit;
(ii) processing containing brewing, preserving, drying, distilling, vinting, canning and packaging to deliver of its members;
(iii) manufacture, sale or supply of machinery, consumables or equipment is important of its members;
(iv) serving education on the mutual service rules to its members and others;
(v) consultancy services, research and development, rendering technical services, training, and all other provisions for the progress of the interests of its company members;
(vi) revitalization of land and water resources, generation, conservation and communications reliable to primary produce;transmission and distribution of power.
(vii) insurance of producers or their primary produce;
(viii) assigning methods of mutual assistance and mutuality ;
(ix) welfare measures may be decided by the board of directors.
(x) any other help, incidental or ancillary to any of the provisions. It is referred to in clauses (a) to (i) above or other activities.
(xi) processing, financing or procurement, marketing or other provisions.
(b) all the producer company members having any of its objects mentioned in the clauses (i) to (xi) above.
(c) “producer“ represents any person involved in any acts connected with or reliable to any primary produce.
(d) “primary produce“ means any of the following:
(i) produce of farmers developing from agriculture containing horticulture, animal husbandry, viticulture, floriculture, pisciculture, forestry, re-vegetation, bee raising, forest products and farming plantation products or from any other activity or service that promotes an involvement of the consumers or farmers.
(ii) the deliver of persons engaged in handicraft,hand loom, and separate cottage business;
(iii) any produce resulting from any of the operations, including by products of such products for their activities.
(iv) any product is proving from an supportive help that would assist or promote any of the same activities or anything auxiliary to that.
(v) any help which is proposed to increase the production of anything mentioned in sub-clauses (a) to (d) above.
(e) “producer institution“ means a Producer Company or any other institution combining only as its member whether incorporated as producers or producer or Producer Company or Producer Companies or not involving any of the objects mentioned to in Section 581B of the 1956 Act and which supports to form use of the services of the company like producer companies or producer company as served.
(f) “withheld price“ aims particulars of the amount due and collectable for goods distributed by any member to the producer company for their registration.
2. Note that a Producer Company proposed to be formed shall have the liability of its members restricted by the aide-memoire to the amount.
3. Further note that on registration under sub-Section (1) of Section 581C. In Part IX A apply for their Private Limited Company activities without any number of members. The producer company shall not, under any circumstances. It occurs in a Public Limited Company under this Act.
4. See that any ten or more individuals, each of them a producer in a company or any two or more Producer Institutions.
5. Get the Memorandum and Articles of Association checked appropriately for a Private Limited Company. This is so because the proposed Producer Company to be incorporated will become a organized body . The provisions included in Part IX A of Private Limited Company Act. The Producer Company will not under any conditions. It is changed as Public Limited Company under the Act.
6. Ensure that the memorandum of association of your proposed producer company states the following:
(a) the name of the new company registration with “Producer Company Limited“ is mentioned in the name at the last words for their new registration name;
(b) the producer company is to situate in the registered office of the state.
(c) the producer company main objects specified in Section 58lB.
(d) the persons who have subscribed to the memorandum for their company registration prospectus with their names and addresses;
(e) the amount of share capital with which the registration of producer company.
(f) the addresses, names and business of the contributors being producers,his the First Directors in a company.
(g) the liability of its members are restricted;
(h) opposite to his name the number of shares each subscriber to memorandum takes;
(i) the business of your producer company are not controlled into one state.Whether it is controlled into Salem and Coimbatore state.
7. Ensure that the Articles of Association/ of your Producer Company include the following common service of principles known as:
(a) the membership shall be conscious and accessible to all eligible persons.
(b) each member specified in Part IX A. They have only a single vote irrespective of the shareholding.
(c) the producer company shall be handled by a board existing of persons elected.
(d) save as provided in Part IX A, there shall be limited revisit on share capital;
(e) the producer company shall be dispensed in an honest manner by arising the operations of surplus.
(i) serving for the improvement of the business of the producer company;
(ii) serving for general facilities; and
(iii) dispensing amongst the company members, as may be permissible.
(f) the provision shall be made for the education of employees, members and others.
(g) the Producer Company shall progressively direct with other Producer Companies and other organizations as like at local, national or international stages to serve as their best.
8. Also ensures that the articles of association of your producer company contain the following provisions known as:
(a) the conditions for continuance or the qualifications for membership, or cancellation of membership or the conditions, terms, and rule for transfer of shares;
(b) the presence of situating the approval and voting right based on the approval.
(c) the manner of constitution of the board of directors of your proposed producer company, and also the following:-
(i) the minimum and maximum number of directors, its powers and duties in a company.
(ii) appointment of directors and manner of election and retirement by rotation;
(iii) eligibility for being selected as a director.
(iv) the duties and powers of the directors;
(v) conditions for election or co-option of directors;
(vi) the solution of dismissal of directors and the replacement of new vacancies on the board of directors.
(vii) the appointment of manner and terms of the chief executive;
(d) the term of office of chairman and the directors ,election of the chairman, form of voting at the general or special meetings of members, by directors at meeting ‘of the Board, powers of the Chairman.
(e) the circumstances under which, and the manner in which. The withheld price is to be distributed and determined ;
(f) the mode of disbursal of approval bonus in cash or equity shares or by issue of both ;
(g) the sub-section (2) of section 581Z1 of the 1956 Act related matters and referred to the contribution is shared.
(h) the subjects associating to content of bonus shares as set out in section 581ZJ of the 1956 Act out of general reserves.
(i) the form and basis of part of interest shares of the producer company of products are supplied by the members.
(j) the amount of allots, limitation on raising of funds, obtain from which funds may be developed. The restriction on the use of such funds.
(k) the credit, loans or advances which may be granted to a member of a producer company. The conditions for the grant of the same manner;
(I) the information relating to their company for new producer company registration.
(m) manner of distribution and disposal of funds and the basis available. The liquidation of the producer company or event of dissolution.
(n) the- authorization for amalgamation, merger, division, creation of subsidiaries.
(o) laying of the memorandum and articles of association of the producer company. An general meeting to be held within 90 days of its company registration;
(p) which the members may by special resolve suggest to be contained in the (AoA) articles of association.
9.Further, ensure that the articles of association of your Producer Company also contain the following provisions in addition to above with respect to:
(a) limited return meaning the maximum dividend;
(b) if the membership of your producer company consists of producer Institutions only. The determination of voting exacts of such producer Institutions on the basis of their commitment in the previous year of the business.
(c) conditions subject to which a member may continue to retain his membership. The manner in which voting rights should be exercised by members.
(d) restricting voting rights to active members of your producer company in any special or general meeting for your registration.
(e) removal of a member who acquires business interest. Which is in conflict with business of the producer company and concludes to be a member;
(f) benefits to members;
(g) powers and functions of board of directors;
(h) appointment of a chief executive and such other affairs of your producer company registration.
(i) payment of fees and allowances to directors including co-opted directors for attendance at the meetings of the board of directors;
(j) quorum at a general meeting;
(k) Special user rights to producers who are active members;
(l) Every member shall, becoming a member of his producer company they have minimum three months , nominate in the manner specified in articles. A person to whom his shares in the producer company shall ordain in the event of his death;
(m) internal audit;
(n) general and other reserves;
(0) loans etc., to members against security.
10.Have both the memorandum and articles of association printed and divided into paragraphs numbered consecutively.
11. Keep in mind that computer printed memorandum and articles of association will be accepted and taken on record by all the ROC3 at their Coimbatore registration offices.
12. Note: Vide amendment made through the Companies (Amendment) Act, 2015 effective from 26-05-2015. The requirement relating to minimum size of paid up share capital of the company at the time of incorporation has been deleted. Where you can form a new company with proper registration.
13.Also, get both the articles of association and memorandum signed by at least two subscribers. If the subscribers are all Producer Institutions or by at least ten subscribers. Where the subscribers are all individuals. In case of subscribers being a combination of ten or more individuals. The producer Institutions have at least ten individuals. The persons authorized by two Producer Institutions. Each of whom will write in his own hand, his father’s name, address, occupation and total of shares offered for their company registration.
14. Ensure that no subscriber take less than one share
15.website and collect the information to be given in them:
16. Download the following forms except the power of attorney from mca.gov.in website. You can collect the information to be given in them:
(a) Declaration of compliance in Form No. INC-8 by an Advocate, a Chartered Accountant, a Cost Accountant or Company Secretary to formation of their company registration. A person named in the articles of association as a Secretary of the company, Manager, Director, or that all the requirements of the Companies Act, 1956. It is complied with in value of registration and matters precedent and incidental memorandum and articles of producer company.
(b) the registered office of the Producer Company in Form INC-22. The new company registration has registered in Coimbatore (ROC) registered office.
(c) Particulars of Directors, Manager or Secretary in 7e-Form DIR-12. Whether you can also have your registration at Coimbatore, Salem and Chennai (ROC) office.
(d) Power of attorney in favor of one of the subscribers to the memorandum of association. Any other person authorizing him to file together. The papers for registration and to make necessary corrections. This should be executed on non-judicial stamp paper of the requisite value. The changes must be verified by the registrar in Coimbatore office.