Companies Act Section 378Z — Voting rights
CHAPTER XXI
Commercial / Corporate
Summary
Every Member of a Producer Company has one vote. If votes are tied, the Chairman or the person presiding at the meeting has a casting vote, except when the Chairman himself is being elected.
Sub-section (1): Every Producer Company must hold an annual general meeting each year, in addition to any other meetings, and must clearly state in the notice that it is the annual general meeting. The gap between one annual general meeting and the next cannot be more than fifteen months, though the Registrar may allow an extension of up to three months for special reasons, except for the first annual general meeting.
Sub-section (2): The first annual general meeting of a Producer Company must be held within ninety days from the date the company is incorporated.
Sub-section (3): At the annual general meeting, the Members must adopt the articles of the Producer Company and appoint the directors of its Board.
Sub-section (4): The notice calling the annual general meeting must be accompanied by several documents, including the agenda, the minutes of the previous annual or extraordinary general meeting, the names and qualifications of any candidates for election as director, the audited balance-sheet and profit and loss accounts of the company and its subsidiary (if any), along with a report of the Board of Directors covering the state of affairs, amounts proposed for reserve, limited return on share capital, patronage bonus, material changes affecting the financial position, matters relating to energy conservation, environmental protection, foreign exchange expenditure or earnings, and any other matter specified by the Board. The notice must also include the text of the draft resolution for appointing auditors, and the text of any draft resolution proposing amendments to the memorandum or articles, along with the Board's recommendations.
Sub-section (5): If one-third of the Members entitled to vote make a written requisition, duly signed and setting out the matters for consideration, the Board of Directors must call an extraordinary general meeting in accordance with the relevant provisions in Chapter VII.
Sub-section (6): Every annual general meeting must be called during business hours, on a day that is not a public holiday, and must be held at the registered office of the Producer Company or at some other place within the same city, town, or village where the registered office is located.
Sub-section (7): A general meeting of the Producer Company must be called by giving at least fourteen days prior notice in writing.
Sub-section (8): The notice of the general meeting, indicating the date, time, and place of the meeting, must be sent to every Member and to the auditor of the Producer Company.
Sub-section (9): Unless the articles of the Producer Company provide for a larger number, one-fourth of the total number of members of the Producer Company is the quorum for its annual general meeting.
Sub-section (10): The proceedings of every annual general meeting, along with the report of the Board of Directors, the audited balance-sheet, and the profit and loss account, must be filed with the Registrar within sixty days of the date of the meeting, together with an annual return and the applicable filing fees under the Act.
Sub-section (11): If a Producer Company is formed by Producer Institutions, those Institutions must be represented in the general body through their Chairman or Chief Executive, who is competent to act on their behalf. However, a Producer Institution cannot be represented if it is in default or failure as referred to in clauses (d) to (f) of sub-section (1) of section 378Q.
Official Text
Save as otherwise provided in sub-sections
(1) and
(3) of section 378D, every Member shall have one vote and in the case of equality of votes, the Chairman or the person presiding shall have a casting vote except in the case of election of the Chairman. PART IV GENERAL MEETINGS 37ZA. Annual general meetings.—
(1) Every Producer Company shall in each year, hold, in addition to any other meetings, a general meeting, as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a Producer Company and that of the next:
Provided that the Registrar may, for any special reason, permit extension of the time for holding any annual general meeting (not being the first annual general meeting) by a period not exceeding three months.
(2) A Producer Company shall hold its first annual general meeting within a period of ninety days from the date of its incorporation.
(3) The Members shall adopt the articles of the Producer Company and appoint directors of its Board in the annual general meeting.
(4) The notice calling the annual general meeting shall be accompanied by the following documents, namely:—
(a) the agenda of the annual general meeting;
(b) the minutes of the previous annual general meeting or the extraordinary general meeting;
(c) the names of candidates for election, if any, to the office of director including a statement of qualifications in respect of each candidate;
(d) the audited balance-sheet and profit and loss accounts of the Producer Company and its subsidiary, if any, together with a report of the Board of Directors of such Company with respect to—
(i) the state of affairs of the Producer Company;
(ii) the amount proposed to be carried to reserve;
(iii) the amount to be paid as limited return on share capital;
(iv) the amount proposed to be disbursed as patronage bonus;
(v) the material changes and commitments, if any, affecting the financial position of the Producer Company and its subsidiary, which have occurred in between the date of the annual accounts of the Producer Company to which the balance-sheet relates and the date of the report of the Board;
(vi) any other matter of importance relating to energy conservation, environmental protection, expenditure or earnings in foreign exchanges;
(vii) any other matter which is required to be, or may be, specified by the Board;
(e) the text of the draft resolution for appointment of auditors;
(f) the text of any draft resolution proposing amendment to the memorandum or articles to be considered at the general meeting, alongwith the recommendations of the Board.
(5) The Board of Directors shall, on the requisition made in writing, duly signed and setting out the matters for the consideration, made by one-third of the Members entitled to vote in any general meeting, proceed to call an extraordinary general meeting in accordance with the relevant provisions contained in Chapter VII.
(6) Every annual general meeting shall be called, for a time during business hours, on a day that is not a public holiday and shall be held at the registered office of the Producer Company or at some other place within the city, town or village in which the registered office of the Company is situate.
(7) A general meeting of the Producer Company shall be called by giving not less than fourteen days prior notice in writing.
(8) The notice of the general meeting indicating the date, time and place of the meeting shall be sent to every Member and auditor of the Producer Company.
(9) Unless the articles of the Producer Company provide for a larger number, one-fourth of the total number of members of the Producer Company shall be the quorum for its annual general meeting.
(10) The proceedings of every annual general meeting alongwith the report of the Board of Directors, the audited balance-sheet and the profit and loss account shall be filed with the Registrar within sixty days of the date on which the annual general meeting is held, with an annual return alongwith the filing fees as applicable under the Act.
(11) In the case where a Producer Company is formed by Producer Institutions, such Institutions shall be represented in the general body through the Chairman or the Chief Executive thereof who shall be competent to act on its behalf:
Provided that a Producer Institution shall not be represented if such Institution is in default or failure referred to in clauses
(d) to
(f) of sub-section (1) of section 378Q. PART V SHARE CAPITAL AND MEMBERS RIGHTS