THE COMPANIES ACT, 2013

PRODUCER COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF
BEE LAKE FARMER PRODUCER COMPANY LIMITED

TABLE A SHALL APPLY

“ ”
1. The Regulation contained in Table A of First Schedule to the Companies Act, 2013 so
far as applicable to producer companies and to the extent not varied, altered or modified
by the regulations hereinafter contained shall apply to the Company.

INTERPRETATION CLAUSES
2. In these presents the following words and expressions shall have the following meanings
unless excluded by the subject or context:-
“THE ACT” or “COMPANIES ACT”
(a) “THE ACT” or the “Companies Act” shall mean “Companies Act, 2013” or any statutory
modification or re-enactment thereof for the time being in force.
“THE BOARD” or “THE BOARD OF DIRECTORS”
(b) “THE BOARD” or “THE BOARD OF DIRECTORS” means the Board of
Directors of the Company.
“THE COMPANY” or “THIS COMPANY”
(c) “The Company” or “This Company” means “BEE LAKE FARMER PRODUCER COMPANY
LIMITED “DIRECTORS”
(d) “Directors” mean the directors including Alternate Directors for the time being of the
company whether in meeting assembled or not.
“WRITING”
(e) “In Writing” includes printing, lithography, typewriting, computer print-outs and any
other usual substitute for writing.

1
“MEMBERS”
(f) “Members” mean Members of the company whose name ap pears in the Register of
Members of the company.
“MONTH”
(g) ‘Month” means a Calendar
month “PAID-UP”
(h) “Paid-up” shall include “Credited as paid
up” “PERSON”
(i) “Person” shall include any Corporation or Company, Producer Institutions as well as
individuals.

“PRODUCER”
(j) “Producer” means any person engaged in any activity connected with or relatable to any
primary produce.
“PRODUCER INSTITUTION”
(k) “Producer Institution” means a producer company or any other institutions having only
producer or producers or Producer Company or producer companies as its member
whether incorporated or not having any of the objects referred to in the Act and which
agrees to make use of the services of the company.

“THESE PRESENTS” or “THESE REGULATIONS” or “THESE A RTICLES”

(l) “These presents” or “These regulations” or “These Articles” shall mean these Articles of
Association as now framed or altered from time to time and shall include the
Memorandum where the context so requires.
“REGISTER”
(m) “Register” means the Register of Members to be kept as required by the Act.
“THE SEAL”
(n) “The Seal” means the common seal for the time being of the Company.

“SECTION”
(o) “Sec.” or “Section” means Section of the Act.

2
PRODUCER COMPANY
3. (i) The company is a Producer Company within the meaning of the Act.
(ii) All the limitations, restrictions and provisions of the Act, other than those specified in
the Act, applicable to a private company shall apply to this company, as if it is a private
limited company in so far as they are not in conflict with the provisions of the Act.
(iii) The company is deemed to be a private Company within the meaning of of
Companies Act, 2013 with a minimum paid-up capital of Ten Lakh Rupees or such
higher paid up capitals as may be prescribed and accordingly,
a) Restricts the right to transfer its shares, if any: -
b) Prohibits any invitation to the public to subscribe for any shares in, or debentures
of, the company;
c) Prohibits any invitation or acceptance of deposits from persons other than its
members.

SHARE CAPITAL

4. The Authorised Share Capital of the Company shall be as stated in clause VI of the
Memorandum of Association, with power to increase, reduce, alter or re-organise the
share capital in accordance with the provisions of the Companies Act, 2013.

ISSUE OF SHARES ONLY TO PRIMAY PRODUCERS

5. Shares of the company shall be issued only to individual producers or producer

institutions.

ISSUE OF SHARES OTHER THAN FOR CASH

6. The Board may issue and allot shares in the capital of the Company as payment or part
payment for any produce sold or goods supplied, or for services rendered or to be
rendered to the company.

3
VOTING RIGHT
7. Subject to the provisions of section of the Act, every member shall have one vote and in
the case of equality of votes, the chairman or person presiding shall have a casting vote
except in the case of election of the chairman.

TRANSFERABILITY OF SHARES AND ATTENDANT RIGHTS

8. i. Save as otherwise provided in sub-clause (ii) to (iv) of the company shall not be
transferable.
ii. A member after obtaining the previous approval of the Board may transfer the whole
or part of this shares along with any special right to an active member at par value.
iii. Every member shall, within three months of becoming a member in the Producer
Company, nominate, in the manner specified in articles, a person to whom his shares in
the Producer Company shall vest in the event of his death.
iv. The nominees shall, on the death of the Member, becoming entitled to all the rights in
the shares of the Producer Company and the Board of that Company shall transfer the
shares of the deceased Member to his nominees.
Provided that in case where such nominees is not a producer, the Board shall direct the
surrender of shares together with special right if any to the company at par value or such
other value as may be determined by the Board.

SURRENDER OF SHARES
9. Where the Board is satisfied that-
(a) Any member has ceased to be a primary producer, or

(b) Any member has failed to retain his qualification to be a member as specified in the
Articles, the Board shall direct the surrender of shares together with special right if any
to the company at par value.
Provided that the Board shall not direct such surrender of shares unless the member has been
served with a written notice and given an opportunity of being heard.

CHIEF EXECUTIVE
10 A chief executive officer shall be appointed to look after day-to-day matters and he need not be
Director but shall be an ex-officio member on the Board.

4
MEMBERSHIP
11. a) The membership shall be voluntary and available to all eligible persons that is individual
producers and producer institutions that can participate or avail of the facilities or services of the
Company, and are willing to accept the duties of membership. Active member means a member
who fulfills the quantum and period of patronage of the company as required by Articles. A
producer institution has to hold shares worth at least Rs 100000/-.
b) A member shall not have business interest in conflict with company’s objects.

LIMITED RETURN
12. Save as provided in the Act and Articles, there shall be limited return on share
capital.

DISTRIBUTION OF SURPLUS
13. The surplus arising out of the operations of the company shall be distributed in an equitable
manner by-
i. Providing for the development of the business of the Company;
ii. Providing for common facilities, and
iii. Providing for the education of members, employees and others on the Principles of Mutuality
and Mutual Assistance.
iv. Distributing amongst the Members, as may be admissible in proportion to their respective
participation in the business.

14. The Company shall actively co-operate with other Producer Companies (and other
organizations following similar principles) at local, national or international level so as to best
serve the interest of their Member and the communities it purports to serve.

DIRECTORS
15. The company shall be administered by a Board consisting of persons elected or appointed as
directors in the manner consistent with the provisions of the act and the Board shall be accountable
to Members;

16. The company shall have at least five and not more than 15 directors.

5
17. The members mentioned in the Memorandum as first Directors shall govern the affairs of the
company until the directors are elected or appointed in accordance with the provisions of the Act.

18. The following shall be the first directors of the company.

1) DHANANJAY KUSHWAHA
2) SEEMA MAURYA
3) POONAM YADAV
4) DEVENDRA KUMAR SINGH
5) SEEMA KUMARI SINGH
19. A director shall hold office for a period not less than 1 year and not more than 5 years.

20. (a) The directors shall be elected or appointed by the members in the Annual General Meeting.

(c) A member shall be eligible for election to the office of director at any general meeting, if
he or some other member intending to propose him, has not less than 7 days before the
meeting, left at the office of the company a notice in writing under his hand signifying
his candidature for the office of a director or the intention of such member to propose
him as a candidate for that office, as the case may be, if the member succeeds in getting
elected as a director. On receipts of a notice as above, the company shall move a
resolution for his appointment as a director at the meeting.

21. The Board may co-opt one or more expert directors or additional directors not exceeding one
fifth of the total number of directors or appoint any other person as additional director for a period
not exceeding 3 years provided such appointment is approved in the immediately following
Annual General Meeting. Such expert directors shall not have the right to vote in the election of
the chairman but shall be eligible to be elected as chairman.

6
22. The office of the directors shall become vacant if-
a. He is convicted by a Court of any offence involving moral turpitude and sentenced in
respect thereof to imprisonment for not less than 6 months;
b. The company has made a default in repayment of any advances or loans taken from any
company or institution or any other person and such default continues for ninety days.
c. He has made a default in repayment of any advances or loans taken from the Company.
d. The Company-
i. Has not filed the Annual Accounts and annual return for any continuous three
st
financial years commencing on or after the 1 day of April, 2019; or
ii. Has failed to, repay its deposit or withheld prices or patronage bonus or interest
thereon on due date, or pay dividend and such failure continues for one year or
more;
e. Default is made in holding election for the office of director, in accordance with the
provisions of this Act and articles;
f. The annual general meeting or extraordinary general meeting of the company, is not held
in accordance with the provisions of the Act except due to natural calamity or such other
valid reason.

23. (a) Subject to the provisions of the Act and Articles, the Board of Directors of the
Company shall exercise all such powers and to do all such acts and things, as the company is
authorised so to do.
(b) In particular and without prejudice to the generality of the foregoing powers, such powers
may include all or any of the following matters, namely:-
i. Determination of dividend payable;

ii. Determination of the quantum of withheld price and recommend patronage to be

approved at general meeting;
iii. Admission of new members;
iv. Pursue and formulate the organizational policy, objectives, establish specific long-term
and annual objectives and approve corporate strategies and financial plans;
v. Appointment of a Chief Executive and such other officers of the Company, as may be
specified in the articles;
vi. Exercise superintendence, direction and control over Chief Executive and other officers
appointed by it;

7
 vii. Cause proper books of account to be maintained; prepare annual accounts to be placed
before the annual general meeting with the auditor’s report and the replies on
qualifications, if any, made by the auditors;

viii. Acquisition or disposal of property of the Company in the ordinary course of its
business.
ix. Investment of the funds of the Company in the ordinary course of its business.
x. Sanction any loan or advance, in connection with the business activities of the
Company to any Member, not being a director or his relative;
xi. Take such other measures or do such other acts as may be required in the discharge of
its functions or exercise of its powers.

( c ) All the powers specified in sub-sections (a) and (b) shall be exercised by the Board, by means
of resolution passed at its meeting on behalf of the Company.

24. A meeting of the Board shall be held not less than once in every three months and at least four
such meetings shall be held in every year.
25. Notice of every meeting of the Board of directors shall be given in writing to every director for
the time being in India, and at his usual address in India, not less than seven days prior to the date
of meeting. Provided that a meeting of the board may be called at shorter notice and the Board
thereof shall record the reasons in writing.
26. The quorum for a meeting of the Board shall be one-third of the total strength of directors or 3
directors, which is higher.
27. Directors including co-opted directors may be paid such fees and allowances for attendance at
the meetings of the board as may be decided by the members in general meeting, subject to
the provisions of the Act.
28. a) The Board of Directors of the Company may appoint alternate Director to act for a director
(hereinafter called in this clause the original director) during his absence for a period of not
less than three months from the state of Assam.
b) An Alternate Director appointed under sub-clause (a) shall not hold office as such for a
period longer than that permissible to the original director in whose place he has been
appointed and shall vacate office if and when the original director returns to the state of
Assam.

8
29. The Board of Directors may, if they so desire, appoint one of their members to be the
Managing Director, Joint Managing Director or Joint Managing Directors or other whole time
Directors and fix their powers, responsibilities and remuneration.
30. The Board of Directors may, if they so desire appoint one of their members to be chairman of
the Board.
31. The Board shall exercise following powers 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.

32. When the directors vote for a resolution, or approve by any other means, anything done in
contravention of the provisions of this Act or any other law for the time being in force or
articles, they shall be jointly and severally liable to make good any loss or damage suffered
by the Company.

33. (a) The Board may constitute such number of committees as it may deem fit for the
purpose of assisting the Board in the efficient discharge of its functions.

(b) A committee constituted as above may with the approval of the Board co-opt such
number of persons as it deems fit as members of the committee.
(c) Every such committee shall function under the general superintendence, direction
and control of the Board for such duration and in such manner as the Board may direct.
(d)The fee and allowances to be paid to the members of the committee shall be as such
as may be determined by the Board.
(e) The minutes of each meeting of the committee shall be placed before the Board at its
next meeting.

9
GENERAL MEETINGS

34. In each year the company shall hold in addition to any other meetings a general meeting as its
annual general meetings and shall specify the meeting as such in the notices calling it and not
more 15 months (or such other extended period as may be permitted by the registrar) shall
elapse between the date of one annual general meeting and that of the next.
35. The first annual general meeting of the company shall be held within a period of 90 days
from its incorporation, in which the members shall adopt the articles of the company and
appoint directors.
36. The quorum of the general meeting shall be one-fourth of the total membership of the
company.
37. 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 the Act.

38. Every annual general meeting shall be called, for a time during business hours, on a day
that is not a public holiday and shall be held at the registered office of the Producer
Company or at some other place within the city, town or village in which the registered
office of the company is situate.

39. A general meeting of the Company shall be called by giving not less than 14 days prior
notice in writing.
40. The notice of the general meeting indicating the date, time and place of the meeting shall
be sent to very member and auditor of the company.
41. The Memorandum and Articles of Association of the company shall be laid before a
General Meeting to be held within 90 days of the Registration of the Company.

ACCOUNTS AND AUDIT

42. The company shall keep at his registered office proper books of accounts.
43. The company shall have internal audit of accounts carried out on a continuous basis by a
Chartered Accountant.

10
RESERVES

44. The company shall maintain a general reserve equivalent to at least 20 percent of the net
profit of the company each year. The company shall also maintain a special reserve
equivalent to at least 10 percent of the withheld price each year. Any shortfall in the
special reserve due to inadequacy of profit shall be made good by the members in the
ratio of their patronage out of the withheld price.

LOANS TO MEMBERS
45. The Board may provide financial assistance to the members subject to the provisions of
the Act.
DEBTS
46. The Board may raise funds by borrowings subject to the provisions of the Act.

INVESTMENTS
47. The reserves of the company shall be invested to secure the highest returns available from
approved securities, fixed deposits, units, bonds issued by the government or co-operative
or scheduled bank or in such other mode as may be prescribed by the Act.
The company may for promotion of its objectives acquire the shares of another Producer
Company.
48. The company may subscribe to the share capital of or enter into any agreement or other
arrangement, whether by way of formation of its subsidiary company, joint venture or in
any other manner with anybody corporate, for the purpose of promoting the objects of the
company by special resolution.
49. The investment in shares shall be subject to section of the Act.
50. The Board may with the previous approval of members by a special resolution dispose of
any of the investments referred to in clause 47 and 48.

WITHHELD PRICE

51. The company may withhold a portion not exceeding 10 percent of the value of the
produce or products pooled from members. Such withheld price may be determined by
the Board from time to time and distribute to the members at such intervals as may be
decided by the Board.

11
PATRONAGE BONUS

52. The Board shall

(a) Evolve a system for ascertaining the patronage that is, use of services offered by the
company and participation in the business activities of the company, of each member.
(b) Determine the patronage bonus to each member in the ratio of patronage.
Disburse such bonus either in cash or by issue of equity shares or partly in cash and partly by
shares. SPECIAL USER RIGHTS
53. The Board may provide special user rights to active members and the company may
accordingly issue appropriate instruments to the members in respect of such special
rights. A member who transacts with the company for a value not less than Rs. 10000/-a
year shall be considered as active member.

BONUS SHARES
54. The company may upon recommendation of the Board and passing a resolution in
general meeting issue bonus shares by capitalization of amounts from general reserve or
special reserves in proportion to the shares held by the members.

DIVIDEND
55. The Board of Directors shall have power, subject to the provisions of the Act, to
determine and distribute dividend to the members out of the profits of the company.

AMALGAMATION, MERGER OR DIVISION

56. The company may by a resolution passed at its general meeting-
i. Decide to transfer its assets and liabilities, in whole or in part, to any other
Producer Company, which agrees to such transfer by a resolution passed at its
General Meeting.
ii. Divide itself into two or more new Producer Companies.
57. Any member or any creditor not consenting to the resolution for amalgamation, merger
or division shall, during the period of one month of the date of service of the notice on
him have the option-
a) In the case of any such member, to transfer his shares with the approval of the
Board to any active member there by ceasing to continue as a member of the
company or.
b) In the case of a creditor to withdraw his deposit, loan or advance as the case may be.

12
 58. Any member or creditor who does not exercise his option within the period of one
month shall be deemed to have consented to the resolution.
59. A resolution under clause 56 shall not take effect until the expiry of one month or until the
assent there to of all the member and creditors has been obtained, whichever is earlier.

DISTRIBUTION OF FUNDS
60. Funds, if available, after meeting liabilities in the event of dissolution or liquidation of
the company shall be disposed of or distributed as may be resolved by the members in
the General Meeting.
RIGHT FOR INFORMATION
61. The members shall be entitled to obtain information relating to General business of the
company if requisition in writing. The Board may however refuse to divulge any
information which the Board considers confidential in the interest of the company.
SECRECY CLAUSE
62. a) No member shall be entitled to visit or inspect the company’s works without the
permission of the Directors or to require discovery of or any information respecting any
detail of the company’s trading or any matter which is or may be the nature of a trade
secret, mystery of trade or secret process or which may relate to the conduct of the
business of the company which in the opinion of the Board or the Secretary it will be
inexpedient in the interest of Company of communicate to the public.
b) Every Director, Manager, Secretary, Trustee, Member of the Committee, Officer,
Servant, Agent, Accountant or other person employed in the business of the company shall if
so required by the board, before entering upon his duties, or at any time during his time of
office, sign a declaration pledging himself to observe strict secrecy respecting all transaction
of the company and the state of accounts and in matters relating thereto, and shall by such
declaration pledge himself not to reveal any matters which may come to his knowledge in
the discharge of duties except when required so to do by the Board of Directors or by any
General Meeting or by a Court of Law and except so far as may be necessary in order to
comply with any of the provisions contained in these articles.

AMENDMENT
63. Any of these articles may be amended as per the provision of the Act. 2013

13