Companies Act Section 378J — Option to inter-State co-operative societies to become Producer Companies
CHAPTER XXI
Commercial / Corporate
Summary
Sub-section (1) allows any inter-State co-operative society whose objects are not limited to one State to apply to the Registrar for registration as a Producer Company under this Chapter, even though this may differ from what is stated in sub-section (1) of section 378C.
Sub-section (2) lists what must accompany every application made under sub-section (1). Under clause (a), a copy of a special resolution passed by not less than two-thirds of the total members of the inter-State co-operative society, agreeing to its incorporation as a Producer Company, must be included. Under clause (b), a statement must be provided showing the names, addresses, and occupations of the directors and the Chief Executive (by whatever name called) of the co-operative, as well as a list of its members. Under clause (c), a statement must indicate that the inter-State co-operative society is engaged in one or more of the objects specified in section 378B. Under clause (d), a declaration by two or more directors of the inter-State co-operative society must certify that the particulars given in clauses (a) to (c) are correct.
Sub-section (3) states that when an inter-State co-operative society is registered as a Producer Company, the words "Producer Company Limited" must form part of its name, with any word or expression showing its identity preceding those words.
Sub-section (4) provides that once the requirements of sub-sections (1) to (3) are complied with, the Registrar must, within thirty days of receiving the application, certify in writing that the inter-State co-operative society applying for registration is registered and thereby incorporated as a Producer Company under this Chapter.
Sub-section (5) specifies which co-operative societies are eligible to apply under sub-section (1). This includes a co-operative society formed by producers, or by a federation or union of co-operative societies of producers or co-operatives of producers, that is registered under any law in force and has extended its objects outside the State, either directly or through a union or federation of co-operatives of which it is a constituent. It also includes any federation or union of such co-operatives that has extended any of its objects or activities outside the State.
Sub-section (6) states that upon registration under sub-section (1), the inter-State co-operative society is transformed into a Producer Company and will thereafter be governed by the provisions of this Chapter, to the exclusion of the law by which it was earlier governed. This exclusion does not apply to anything done or omitted to be done before its registration as a Producer Company. It also states that, notwithstanding any other law in force, no person shall have any claim against the co-operative institution or the company by reason of such conversion or transformation.
Sub-section (7) provides that upon registration as a Producer Company, the Registrar of Companies who registers the company must immediately inform the Registrar with whom the erstwhile inter-State co-operative society was earlier registered, so that the society can be deleted from that register.
Official Text
(1) Notwithstanding anything contained in sub-section (1) of section 378C, any inter-State co-operative society with objects not confined to one State may make an application to the Registrar for registration as Producer Company under this Chapter.
(2) Every application under sub-section (1) shall be accompanied by—
(a) a copy of the special resolution, of not less than two-thirds of total members of inter-State co-operative society, for its incorporation as a Producer Company under this Act;
(b) a statement showing—
(i) names and addresses or the occupation of the directors and the Chief Executive, if any, by whatever name called, of such co-operative; and
(ii) list of members of such inter-State co-operative society;
(c) a statement indicating that the inter-State co-operative society is engaged in any one or more of the objects specified in section 378B;
(d) a declaration by two or more directors of the inter-State co-operative society certifying that particulars given in clauses
(a) to
(c) are correct.
(3) When an inter-State co-operative society is registered as a Producer Company, the words “Producer Company Limited” shall form part of its name with any word or expression to show its identity preceding it.
(4) On compliance with the requirements of sub-sections
(1) to (3), the Registrar shall, within a period of thirty days of the receipt of application, certify under his hand that the inter-State co-operative society applying for registration is registered and thereby incorporated as a Producer Company under this Chapter.
(5) A co-operative society formed by producers, by federation or union of co-operative societies of producers or co-operatives of producers, registered under any law for the time being in force which has extended its objects outside the State, either directly or through a union or federation of co-operatives of which it is a constituent, as the case may be, and any federation or unions of such co-operatives, which has so extended any of its objects or activities outside the State, shall be eligible to make an application under sub-section (1) and to obtain registration as a Producer Company under this Chapter.
(6) The inter-State co-operative society shall, upon registration under sub-section (1), stand transformed into a Producer Company, and thereafter shall be governed by the provisions of this Chapter to the exclusion of the law by which it was earlier governed, save in so far as anything done or omitted to be done before its registration as a Producer Company, and notwithstanding anything contained in any other law for the time being in force, no person shall have any claim against the co-operative institution or the company by reason of such conversion or transformation.
(7) Upon registration as a Producer Company, the Registrar of Companies who registers the company shall forthwith intimate the Registrar with whom the erstwhile inter-State co-operative society was earlier registered for deletion of the society from its register.