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General Meetings

General Meetings :

(a) Matters to be transacted at general meeting (Section 581S) : The Board of directors of a producer company shall exercise the following powers on behalf of the company, and it shall do so only by means of resolutions passed at the annual general meeting of its members, namely:

(a) approval of budget and adoption of annual accounts of the producer company;

(b) approval of patronage bonus;

(c) issue of bonus shares;

(d) declaration of limited return and decision on the distribution of patronage;

(e) specify the conditions and limits of loans that may be given by the Board to any director; and

(f) approval of any transaction of the nature as is to be reserved in the articles for approval by the members.

(b) Quorum (Section 581Y): Unless the articles require a larger number, one-fourth of the total membership shall constitute the quorum at a general meeting.

(c) Voting Rights (Section 581Z): Subject to sections 581D, (1)&(3), 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.

(d) Annual general meetings (Section 581ZA): (1) Every producer company shall hold, annual general meeting in each year and the time gap between one annual general meeting to another, should not be more than fifteen months.

In this regard, 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 part 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 member 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 extra-ordinary 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, along with 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 provisions contained in sections 169 to 186 of this Act.

(6) Every annual general meeting should be called during business hours, on a day that is not a public holiday and shall be held at the registered office 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 along with the Directors‟ Report, 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 along with 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 makes a default or failure referred to in clauses (d) to (f) of sub-section (1) of section 581Q.

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