Sections 378U to 378Z of the Companies Act, 2013: Producer Company Management, Quorum and Voting

(1) The Board may constitute such number of committees as it may deem fit for assisting the Board in the efficient discharge of its functions. The Board cannot delegate any of its powers or assign the powers of the Chief Executive to a committee.

(2) With Board approval, a committee may co-opt persons as members. The Chief Executive appointed under section 378W or a director of the Producer Company must be a member of such committee.

(3) Each committee functions under the general superintendence, direction and control of the Board for the duration and in the manner directed by the Board.

(4) Fees and allowances payable to committee members are determined by the Board.

(5) Minutes of every committee meeting must be placed before the Board at its next meeting.

(1) A Board meeting must be held at least once every three months, and at least four Board meetings must be held in every year.

(2) Written notice of every Board meeting must be given to every director in India and, for every other director, at the director's usual address in India.

(3) The Chief Executive must give the notice at least seven days before the meeting. Failure attracts a penalty of five thousand rupees. A meeting may be called at shorter notice if the Board records the reasons in writing.

(4) Quorum is one-third of the total strength of directors, subject to a minimum of three.

(5) Subject to the articles, directors, including a co-opted director, may receive fees and allowances for attending Board meetings as decided by the Members in general meeting.

(1) Every Producer Company must have a full-time Chief Executive, by whatever name called, appointed by the Board from among persons other than Members.

(2) The Chief Executive is an ex officio director of the Board and does not retire by rotation.

(3) Unless otherwise provided in the articles, the Board determines the Chief Executive's qualifications, experience and terms and conditions of service.

(4) The Chief Executive is entrusted with substantial management powers as determined by the Board.

(5) Without limiting sub-section (4), the Chief Executive may:

1. perform routine administrative acts and manage day-to-day affairs;
2. operate bank accounts, or authorise another person to do so, subject to Board approval;
3. arrange safe custody of cash and other assets;
4. sign documents authorised by the Board on behalf of the company;
5. maintain proper books of account, prepare annual accounts and arrange audit, and place audited accounts before the Board and annual general meeting;
6. give Members periodic information about the operation and functions of the Producer Company;
7. make appointments to posts within powers delegated by the Board;
8. assist the Board in formulating goals, objectives, strategies, plans and policies;
9. advise the Board on legal and regulatory matters and take necessary action;
10. exercise powers necessary in the ordinary course of business; and
11. perform other functions and exercise other powers delegated by the Board.

(6) The Chief Executive manages the affairs of the Producer Company under the general superintendence, direction and control of the Board and is accountable for the company's performance.

(1) Every Producer Company whose average annual turnover exceeds five crore rupees, or such other prescribed amount, in each of three consecutive financial years must have a whole-time secretary.

(2) The whole-time secretary must be a member of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980.

(3) Failure to comply makes the company and every officer in default liable to a penalty of one hundred rupees for every day of continuing default, subject to a maximum of one lakh rupees. No penalty is imposed on a person who establishes that all reasonable efforts were taken to comply or that the company's financial position made engagement of a whole-time secretary beyond its capacity.