Sections 378I, 378J, 378K, 378L, 378M and 378N of the Companies Act, 2013

378I(1). An amendment of the articles must be proposed by not less than two-thirds of the elected directors or not less than one-third of the Members of the Producer Company, and adopted by the Members by a special resolution.

378I(2). A copy of the amended articles and the special resolution, certified by two directors, must be filed with the Registrar within fifteen days from adoption.

378J(1). Despite section 378C(1), an inter-State co-operative society whose objects are not confined to one State may apply to the Registrar for registration as a Producer Company.

378J(2). The application is to be supported by the prescribed special resolution, particulars of directors and the Chief Executive, a list of members, a statement that the society carries on one or more objects specified in section 378B, and a declaration by two or more directors confirming the particulars.

378J(3)-(4). On registration, "Producer Company Limited" forms part of the name. On compliance with the statutory requirements, the Registrar is to certify registration and incorporation within the period specified in the section.

378J(5)-(7). The provision extends eligibility to specified producer co-operatives operating beyond one State. Registration transforms the society into a Producer Company governed by Chapter XXIA, and the Registrar of Companies is to intimate the former registering authority for deletion of the erstwhile society from its register.

The section covers movable and immovable property; rights, debts, liabilities, interests, privileges and obligations; existing contracts and commitments; sums due; organisations managed or assisted by the society; capital; references in laws and instruments; and pending suits, arbitration, appeals or other legal proceedings.

Pending proceedings do not abate merely because the society has been incorporated or transformed as a Producer Company and may continue by or against the Producer Company.

Directors: Subject to the section, directors of the inter-State co-operative society continue for one year from the date of transformation.

Employees: Officers and employees covered by the provision become officers or employees of the Producer Company with continuity of tenure, remuneration, terms, obligations and specified service benefits. An employee who opts not to continue is deemed to have resigned.

Benefits and funds: The section addresses retired employees, provident fund and gratuity trusts and other employee welfare bodies, and restricts specified claims for compensation arising merely from the transfer or loss of managerial office.