...

1. PROVISIONS OF COMPANIES ACT REGARDING SMALL
COMPANY, PRODUCER COMPANY, RATING AGENCIES, INSIDER
TRADING & SMALL SHAREHOLDER'S DIRECTOR

3.  Section 2(85) defines a Small company as
 ‘‘small company’’ means a company, other than a public
company,—
(i) paid-up share capital of which does not exceed fifty lakh
rupees or such higher amount as may be prescribed which
shall not be more than five crore rupees; or
(ii) turnover of which as per its last profit and loss account
does not exceed two crore rupees or such higher amount as
may be prescribed which shall not be more than twenty crore
rupees:
Provided that nothing in this clause shall apply to—
(A) a holding company or a subsidiary company;
(B) a company registered under section 8; or
(C) a company or body corporate governed by any special
Act;

4. Formation of Small
Companies
 Application For DIN & DSC
 Search for the company name availability
 Application for the name availability
 Drafting of MOA & AOA
 Filing of e-form with RoC
 Payment of ROC Fees & Stamp Duty
 Verification of Documents by RoC
 Issue of Certificate of Incorporation by RoC
 Incorporate a Company

6. Exemptions & Benefits
O Signatures in the Annual returns
O Board meetings
O Financial statement
O Auditor regulations
O Merger Process
O Consolidated financial statements

7. Producer company

 A Producer Company is a group of people engaged in the
production of primary produce or having one or more
objectives relating to the primary produce.
 Section 465(1)
 Primary Produce includes:
 Produce of farmers,
 arising from agriculture (including animal husbandry, horticulture,
floriculture etc.)
 Any activity which is intended to increase the production of anything referred to
above or to improve the quality thereof
 “Indian Organic Farmers Producer Company Limited” is the
first Farmers’ Producer Company incorporated in the year 2004.

8. Small Farmers Agribusiness Consortium
(SFAC)
non Government Organizations
• Indian Farmers Movement (In farm)
• Professional Assistance for Development
Action (PRADAN)

9. Salient features of Producer Companies
• only equity share capital
• minimum paid-up capital = ₹ 5,00,000
• no restriction on the maximum number of members
• Minimum five directors are required
• The First annual general meeting of the Producer Company should be held
within ninety days from the date of its registration
• The Producer Company can under no circumstances become a deemed
public company
• A Producer Company is required to appoint a whole-time secretary if its
average annual turnover exceeds Rupees Five Crores in each of the three
consecutive financial years

10.  better bargaining position in the market
 Elimination of intermediaries
 Reduced Cost due to Bulk purchases
 Acquisition of better technology resulting in enhanced quality
and productivity
 Timely and easy availability of inputs
 Every Member shall, on the share capital contributed, receive
only a limited return
 The surplus if any, remaining after making provision for
payment of limited return and reserves referred to in section
581ZI, may be disbursed as patronage bonus, amongst the
Members, in proportion to their participation in the business
of the Producer Company, either in cash or by way of
allotment of equity shares, or both, as may be decided by the
Members at the general meeting.

11.  Any ten or more individuals, each of them being a producer or any two or
more Producer institutions, or a combination of ten or more individuals
and Producer institutions may form an incorporated Company as a
Producer Company under this Act.
 If the Registrar is satisfied that all the requirements of this Act have been
complied with in respect of registration he shall, within thirty days of the
receipt of the documents required issue a certificate of incorporation.
 A Producer Company so formed shall have the liability of its Members
limited and be termed a company limited by shares.
 Company may reimburse to its promoters all other direct costs
associated with the promotion and registration of the company.
 On registration under 581C(1) the Producer Company shall become a
body corporate as if it is a private limited company to which the
provisions contained in this Part apply, without, however, any limit to the
number of Members. Producer Company shall not, under any
circumstance, become or be deemed to become a public limited
company.

12. Rating Agencies

13.  Rating agencies, or credit rating agencies, evaluate the
creditworthiness of organizations that issue debt in public markets.

14.  Application for grant of certificate
 Promoter of credit rating agency
 Eligibility criteria
 Application to conform to the requirements
 Furnishing of information, clarification and personal representation
 Grant of Certificate

16.  Code of Conduct
 Agreement with the client
 Monitoring of ratings
 Procedure for review of rating
 Internal procedures to be framed
 Disclosure of Rating Definitions and Rationale
 Submission of information to the Board
 Rating process

17.  An act of subscribing, buying, selling, dealing or agreeing to
subscribe, buy, sell or deal in any securities by any director or
key managerial personnel or any other officer of a company
either as principal or agent if such director or key managerial
personnel or any other officer of the company is reasonably
expected to have access to any non-public price sensitive
information in respect of securities of company; or
 An act of counseling about procuring or communicating
directly or indirectly any non-public price-sensitive
information to any person;

19.  If any person contravenes the provisions of this section, he
shall be punishable with imprisonment for a term which may
extend to five years or with fine which shall not be less than
five lakh rupees but which may extend to twenty-five crore
rupees or three times the amount of profits made out of insider
trading, whichever is higher, or with both.

21.  The Act defines
Small shareholder – Shareholders with shares worth less
than Rs 20,000
Company – A paid-up capital of more than 5 crore and
more than 1,000 shareholders Shareholder’s have to give
a notice of intention at least 14 days before the annual
general meeting (AGM) with signatures of at least 100
small shareholders
 Election will be done through postal ballot
 If you are elected, you become a director for a maximum
of three years or until you remain a small shareholder
 The director so appointed shall be treated at par with
other directors, except for appointment as whole-time
director or managing director

22.  Even after the shareholders have approved the
nominee, the final say remains with the company
 Logistical issues of getting the shareholders
together is an important issue
 Getting majority votes is a tricky matter
 The nominated person may not have the
wherewithal of taking decisions on behalf of the
small investors

23.  Navin Pandya wanted to join the Mahindra & Mahindra (M&M)
board as a representative of minority shareholders and had even
sent letters to the company stating the provision for this under the
Companies Act, 1956. Since his demand was rejected by the
board, Pandya, a former junior officer in the company, raised the
issue in the annual general meeting held last week.
 The resolution was put to vote – and predictably, Pandya lost. It’s
not known how much backing Pandya had from M&M’s small
shareholders, but the provision he referred to in his letters to the
M&M management was Section 252 of the Act, which says a group
of 1,000 or more small shareholders can appoint their nominee on
the company board. That nominee can be anyone who is a small
shareholder.