Companies Act Section 378ZS — Re-conversion of Producer Company to inter-State co-operative society
CHAPTER XXI
Commercial / Corporate
Summary
Sub-section (1) allows a Producer Company that was previously an inter-State co-operative society to apply to the Tribunal for re-conversion back into an inter-State co-operative society. This application can be made in two ways: under clause (a), after passing a resolution in a general meeting with the support of at least two-thirds of its Members who are present and voting; or under clause (b), upon a request from its creditors who represent three-fourths of the total value of all its creditors.
Sub-section (2) states that when such an application is made, the Tribunal will direct that a meeting of the Members or the creditors, depending on who made the application, be held in a manner that the Tribunal decides.
Sub-section (3) explains that if a majority of the creditors or Members, as the case may be, who are present and voting in person at the meeting directed by the Tribunal, and who also represent three-fourths in value of those present, agree to the re-conversion, then the Tribunal may sanction it. Once sanctioned, this decision becomes binding on all Members and all creditors, as well as on the company being converted. However, the proviso adds that the Tribunal cannot sanction the re-conversion unless it is satisfied that the company or the person who applied has disclosed all material facts about the company, such as its latest financial position, the latest auditor's report on its accounts, and whether any investigation proceedings are pending against the company under Chapter XIV, either through an affidavit or in some other way.
Sub-section (4) states that an order made by the Tribunal under sub-section (3) will not take effect until a certified copy of that order has been filed with the Registrar.
Sub-section (5) requires that a copy of every such order be attached to every copy of the company's memorandum that is issued after the certified copy of the order has been filed. If the company does not have a memorandum, then the copy of the order must be attached to every copy issued of the instrument that constitutes or defines the company's constitution.
Sub-section (6) says that if there is a failure to comply with sub-section (4), the company and every officer of the company who is in default will be punishable with a fine of up to one hundred rupees for each copy in respect of which the default is made.
Sub-section (7) allows the Tribunal, at any time after an application has been made under this section, to stay the start or continuation of any suit or proceeding against the company, on such terms as the Tribunal thinks fit, until the application is finally disposed of.
Sub-section (8) requires every Producer Company that has been sanctioned for re-conversion by the Tribunal to apply for registration as a multi-State co-operative society or a co-operative society under the Multi-State Co-operative Societies Act, 2002 or any other applicable law, within six months of the Tribunal's sanction. It must also file a report of this application with the Tribunal, the Registrar of Companies, and the Registrar of the Co-operative Societies under which it has been registered.
Official Text
(1) Any Producer Company, being an erstwhile inter-State co-operative society, formed and registered under this Chapter, may make an application—
(a) after passing a resolution in the general meeting by not less than twothirds of its Members present and voting; or
(b) on request by its creditors representing three-fourths value of its total creditors, to the Tribunal for its re-conversion to the inter-State co-operative society.
(2) The Tribunal shall, on the application made under sub-section (1), direct holding meeting of its Members or such creditors, as the case may be, to be conducted in such manner as it may direct.
(3) If a majority in number representing three-fourths in value of the creditors, or Members, as the case may be, present and voting in person at the meeting conducted in pursuance of the directions of the Tribunal under sub-section (2), agree for re-conversion, if sanctioned by the Tribunal, be binding on all the Members and all the creditors, as the case may be, and also on the company which is being converted:
Provided that no order sanctioning re-conversion shall be made by the Tribunal unless the Tribunal is satisfied that the company or any other person by whom an application has been made under sub-section (1) has disclosed to the Tribunal, by affidavit or otherwise, all material facts relating to the company, such as the latest financial position of the company, the latest report of the auditor on the accounts of the company, the pendency of any investigation proceedings in relation to the company under Chapter XIV, and the like.
(4) An order made by the Tribunal under sub-section (3) shall have no effect until a certified copy of the order has been filed with the Registrar.
(5) A copy of every such order shall be annexed to every copy of the memorandum of the company issued after the certified copy of the order has been filed as aforesaid, or in the case of a company not having a memorandum, to every copy so issued of the instrument constituting or defining the constitution of the company.
(6) If default is made in complying with sub-section (4), the company, and every officer of the company who is in default, shall be punishable with fine which may extend to one hundred rupees, for each copy in respect of which default is made.
(7) The Tribunal may, at any time after an application has been made to it under this section, stay the commencement or continuation of any suit or proceeding against the company on such terms as the Tribunal thinks fit, until the application is finally disposed of.
(8) Every Producer Company, which has been sanctioned re-conversion by the Tribunal, shall make an application under the Multi-State Co-operative Societies Act, 2002 (39 of 2002) or any other law for the time being in force for its registration as multi-State co-operative society or co-operative society, as the case may be, within six months of sanction by the Tribunal and file a report thereof to the Tribunal and the Registrar of Companies and to the Registrar of the Co-operative Societies under which it has been registered as a multi-State co-operative society or co-operative society, as the case may be.