VACATION OF OFFICE BY DIRECTORS

(1) The office of the director of a Producer Company 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 six months ;

(b) the Producer Company, in which he is a director, 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 ;one Person Company Registration..

(c) he has made a default in repayment of any advances or loans taken from the Producer Company in which he is a director ;

(d) the Producer Company, in which he is a director -

(i) has not filed the annual accounts and annual return for any continuous three financial years commencing on or after the 1st day of April, 2002 ; or

(ii) has failed to, repay its deposit or withheld price 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 the Producer Company in which he is a director, in accordance with the provisions of this Act and articles ;

(f) the annual general meeting or extraordinary general meeting of the Producer Company, in which he is a director, is not called in accordance with the provisions of this Act except due to natural calamity or such other reason.

(2) The provisions of sub-section (1) shall, as far as may be, apply to the director of a Producer institution which is a member of a Producer Company one Person Company Registration..

POWERS AND FUNCTIONS OF BOARD

(1) Subject to the provisions of this Act and articles, the Board of directors of a Producer Company shall exercise all such powers and to do all such acts and things, as that company is authorised so to do.

(2) In particular and without prejudice to the generality of the foregoing powers, such powers may include all or any of the following matters, namely: -

(a) determination of the dividend payable ;

(b) determination of the quantum of withheld price and recommend patronage to be approved at general meeting ; (c) admission of new Members ;

(d) pursue and formulate the organisational policy, objectives, establish specific long-term and annual objectives, and approve corporate strategies and financial plans ;

(e) appointment of a Chief Executive and such other officers of the Producer Company, as may be specified in the articles ;

(f) exercise superintendence, direction and control over Chief Executive and other officers appointed by it ;

(g) 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 ; (h) acquisition or disposal of property of the Producer Company in its ordinary course of business ;

(i) investment of the funds of the Producer Company in the ordinary course of its business ;

(j) sanction any loan or advance, in connection with the business activities of the Producer Company to any Member, not being a director or his relative ;

(k) take such other measures or do such other acts as may be required in the discharge of its functions or exercise of its powers.

(3) All the powers specified in sub-sections (1) and (2) shall be exercised by the Board, by means of resolution passed at its meeting on behalf of the Producer Company.

Explanation. - For the removal of doubts, it is hereby declared that a director or a group of directors, who do not constitute the Board, shall not exercise any of the powers exercisable by it one Person Company Registration..