Section 378ZS: Re-conversion of Producer Company to inter-State co-operative society
This section allows a Producer Company that was originally an inter-State co-operative society to be re-converted back into one, subject to certain conditions and approvals.
Penalty
(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.
The section, clause by clause
What the section says
In plain terms
(1)Any Producer Company, being an erstwhile inter-State co-operative society, formed and registered under this Chapter, may make an application—
A Producer Company that was originally an inter-State co-operative society can apply to be re-converted if at least two-thirds of its members agree or if its creditors, who represent at least three-fourths of its total creditors, request it.
(1)(a)after passing a resolution in the general meeting by not less than twothirds of its Members present and voting; or
(1)(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.
The Tribunal will then direct a meeting of the company's members or creditors to discuss the re-conversion.
(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:
If a majority of the members or creditors, representing at least three-fourths of the value, agree to the re-conversion, the Tribunal can sanction it, which will be binding on all members and creditors.
provisoProvided 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.
The re-conversion will not take effect until a certified copy of the Tribunal's 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.
Every copy of the company's memorandum issued after the re-conversion must include a copy of the Tribunal's order.
(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.
If the company fails to comply with this, it and its officers can be fined up to one hundred rupees for each copy.
(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.
The Tribunal can stay any legal proceedings against the company until the re-conversion application is decided.
(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.
A Producer Company that is sanctioned for re-conversion must apply to be registered as a multi-State co-operative society within six months and report this to the Tribunal, Registrar of Companies, and Registrar of Co-operative Societies.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. Ins. by Act 1 of 2018, s. 77 (w.e.f. 9-2-2018).
- 2. The Proviso omitted by Act 29 of 2020, s. 53 (w.e.f. 22-1-2021).
- 3. Section 379 renumbered as sub-section (2) thereof by s. 77, ibid. (w.e.f. 9-2-2018).
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Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.