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The Nawanshahr Cooperative Sugar Mills Ltd.

BYE-LAWS OF THE Nawanshahar COOPERATIVE SUGAR MILLS LTD.

Nawanshahar as on Amended in 1995

NAME, ADDRESS AND AREA OF OPERATION

1. The name of cooperative Society shall be The Nawanshahar cooperative sugar Mills Ltd. Nawanshahar.
2. The registered address of the mills shall be the Nawanshahar co-operative sugar mills Ltd. Nawanshahar.
3. The area of operation of the mills shall be whole of Punjab state. However, the business activities may be carried out any where in India and Abroad in accordance with the objects of the mills.

DEFINITIONS

In these bye- laws, unless the context otherwise required
a) Mills’ means the Nawanshahar cooperative Sugar mills Ltd. Nawanshahar.
b) ‘Act’ means the Punjab cooperative societies Act, 1961 as amended from time to time.
c) ‘Rules’ means the Punjab cooperative society rules, 1963 as amended from time to time.
d) Bye-laws’ means the registered bye-laws of the Nawanshahar cooperative sugar mills Ltd.
e) ‘Board’ means the board of directors of the Nawanshahar cooperative sugar mills ltd. as constituted under bye-lows no. 16.
f) ‘Government’ means the Punjab Government.
g) ‘Registrar’ means the registrar cooperative societies Punjab or any officer subordinate to him and vested with the power of the registrar.
h) ‘General Manager’ means the general manager of the Nawanshahar cooperative sugar mills ltd. Nawanshahar.
i) ‘Financial Institution’ means the central cooperative bank, state cooperative bank, industrial Finance cooperative of India, industrial credit and investment corporation of India and any other corporation bank providing term loan to the mills.
j) ‘Cooperative year’ means the year beginning with 1st of April and ending on 31st March.
k) ‘Chairman’ means chairman of the Nawanshahar cooperative sugar mills ltd.
l) ‘Sugar fed’ means the Punjab state Federation of cooperative sugar mills ltd. Chandigarh.
m) The words of expression defined in the act and rules and used in these bye-laws shall, unless the subject and the contents otherwise require, have meaning assigned to them in the act and rules.

OBJECTS

The objects of the mills shall be to promote the economic interest of its members and for this purpose to carry on the manufacture of sugar, sugar products and other ancillary products and to make arrangements for their sales and also to take necessary steps and measures for the development of sugarcane and sugar beet. For the purpose of attaining the aforesaid objects, it shall be competent for the mills.

(a) To acquire, purchase or take on lease any land to erect or construct on such land, building, houses and sheds and other construction necessary and suitable for the working of the mills and its other ancillary activities and also to carry on other socio-economic activities for the benefit of the members and other in its area.

To conduct business of mills in accordance with act rules and bye-lows and as per advice of managing director sugar fed and direction issued by the registrar from time to time.

b) To acquire by purchase or otherwise, plant and machinery and equipment requisite for efficient working of the mills and its other ancillary activities.
c) To construct residential quarters, hospitals, schools, recreation centers, canteen, etc. for the welfare of its employee and their families so as to meet any statutory requirement.
d) To purchase sugarcane/sugar beet from growers preferably members. To purchase any other raw material on cash or credit required by the mills or by its ancillary units.
e) To raise funds in such manner as is prescribed in these bye-laws.
f) To sell or make arrangements for selling finished products and other bye-products as manufactured by the mills and by its ancillary units under the advice of sugarfed.
g) To make, accept, endorse and execute promissory notes, bills of exchange and other negotiable instruments.
h) To construct and take on rent godowns at the place of manufacture as well as other place for storage of raw material and the finished products.
i) To undertake research and such other development activities for development sugarcane, sugar beet and ancillary products of sugar including supply of seed, fertilizers, implements and other production requisites, provision of technical advice regarding the improved cultivation practices on its own or in collaboration with other cooperatives.
j) To install plant and machinery for utilization of ancillary/ bye-products with the approval of sugarfed. k) To sell or otherwise dispose of the whole or any part of its assets, land, factory building, plant and machinery and stores as is/are not required by the mills with the prior approval of the registrar on the recommendation of sugarfed.
l) To undertake supply of quality seed, fertilizers, insecticides, pesticides, weedicides, implement/equipment and other products requisite as per cane development plan of the mills.
m) To undertake subsidiary and allied industries which are conducive to the development and benefit of the mills and for its members.
n) To seek affiliation with the Punjab state coop. sugar mills federation ltd. (sugarfed to get professional know how and also to appoint technical and other personal on their advice.
o) To raise loan from the financial institution from member and others and to execute document in favour of the state government in respect of guarantees to be furnished to such institution on behalf of the mills.
p) To undertake survey, research or evaluation studies on sugarcane production on its own or through sugarfed.
q) To undertake advancement of loans to members for sugarcane /beet production and to undertake recovery of these loans from the members.
r) 1) To arrange aerial spray on sugarcane /beet crops in mills area on payment basis.
   2) To undertake propagation of sugarcane by adoption of approved packages and practice as for better yield of sugarcane/sugar beet.
s) To acquire, purchase. Take on lease or otherwise take over management, assets and liabilities of any sugar factory including therein corporate, private or joint sector as running concern as approved by the registrar.
t) To do such other things as are incidental or conducive to the attainment of all or any of the above objects.

FUNDS

The mills may raise funds in one or more of the following ways:-
1) Admission fee.
2) Share capital contribution from members including government and financial institution.
3) Loans from governments, members, financial institution and other.
4) Deposits including long term deposits from members deducted out of sale proceeds of their sugarcane/sugar beet, provide that mills may frame rules to regulate and utilize such deposits for meeting the residual capital expenditure, if any, under any scheme and even for meeting its liabilities to the financial institution on account of its outstanding dues. Provided further that the acceptance of deposits from non-members shall be subject of the restriction, if any, imposed by the registrar.
5) Subsidies and grants in-aid from the government, government of India, N.C.D.C. and any other body corporate.
6) Donation from members and non-members including corporate bodies.
7) Accretion to the share redumption fund at the rate not exceeding 1% of the paid-up capital of the mills at the close of the year by direct charge to the profit and loss account of the year.
8) Floating debentures with prior permission of the registrar.

MEMBERSHIP

The membership of the mills shall be open to the following:-
1) Person who join the application for registration.
2) Individuals growing sugarcane/beet.
3) Cooperative agri. Service societies/marketing/marketing-cum-processing societies and central cooperative banks.
4) Such other cooperative societies as are approved by the registrar.
5) Government.
6) Such class or classes of persons or associations of persons as may be notified by the government in this behalf.
7) Nominal or associated members.
8. (1) No individual shall be admitted as a member unless he:-
a) Has completed 18 years of age and is competent to contract.
b) Holds land as owner or tenant and is a sugarcane or beet grower ordinarily resident in the area of operation of the mills.
c) Make an application in writing for admission to the society and has paid an admission fee of Rs. 10/- and in addition the value of atleast one share. In the case of nominal or associate member, the admission fee shall be Rs. 50/-. Such admission shall be subject to the approval of the board.
2) No member shall be admitted within 14 days prior to the date of annual general meeting.
3) No cooperative society or association or any other body corporate shall be admitted to the membership unless:
a) It has paid an admission fee of Rs.10/- and has paid value of atleast one share.
b) Has submitted an application in writing for membership along with a resolution of its managing committee and such application has been approved by the board.
4) Subject to the provision of the act and rules an appeal shall lie to the registrar against the decision of the board rejection an application for membership and the order of the registrar shall be final.

CEASATION FROM MEMBERSHIP

(1) A member may resign/withdraw from the membership of the mills after giving a notice of three month to the general manager. But his/its resignation/withdrawal shall only be accepted when arrangements for the transfer of his share are made to any other person eligible for membership. But where the mills has created a share redemption fund, the board may keeping in view the overall interest of the mills in view allow withdrawal of share, except for those members who are indebted to the mills provided that withdrawal of shares at any time shall now exceed five percent of the aggregate paid up share capital of the society, excluding government share capital as it stood at the end of proceeding financial year. A person cease to be member from the date of acceptance of the resignation/withdrawal by the board subject to any condition, as may be laid down by the board and only if he/it has discharge fully any other liability due to the mills.
(2) An individual shall cease to be a member:-
a) On death or
b) On explosion from the mills or.
c) On the transfer of share/share standing in his name or
d) On acceptance of his resignation from the membership of the mills by the board.
3) A member society/institution shall cease to be a member of the mills
a) On creasing to be a body corporate or b) On explosion from the mills or
c) On transfer of all share held by it.
9. (2) A member may be expelled from the membership of the mills for any or all of the following reasons after he has been given one month notice by registered post of such intension by the board and his explanation has been duly considered by the board if he:-
a) Is a persistent defaulter or
b) Commits an act prejudicial to the interest of the mills and its management or
c) Is declared bankrupt or
d) Is convicted of any offence involving dishonesty or moral turpitude or
e) Fails to carry out the obligation and duties imposed upon him under these bye-law or
f) If he ceases to hold land as owner or tenant and cease to be a sugar cane beet growers and ceases to fulfill any of the qualification for membership as prescribed in bye-law no. 8. Any person expelled from the membership of the mills may appeal to the registrar in accordance with the provision of the act.

SHARE CAPITAL

1) a) The authorized share capital of the Mills having capacity of less then 1250 TCD shall be Rs. 10.00(ten) corers .
b) Having capacity of 1250 TCD to 2249 TCD shall be Rs. 15.00 (fifteen) crores.
c) Having capacity of 2250 to 3499 TCD shall be Rs.25.00 (twenty five) crores.
d) Having capacity of 3500 to 4999 TCD shall be Rs.30.00(thirty)crores
e) Having capacity of 5000 TCD and above shall be Rs.35.00 (thirty five) crores.
2) The value of each share shall be Rs. 1000/- payable in lump-sum at the time of admission or by instatements as may be approved by the board. No individual member shall hold shares exceeding 1/10th of the share capital of the mills or have or claim any interest in the shares of the mills exceeding Rs. 50.000/- whichever is less. The share capital collected from the growers members would be linked to their acreage under sugarcane as per decision of the board from time to time.
3) Application for allotment of shares shall be made to the General Manager in the form prescribed by the Mills.
4) The share certificate bearing a distinct number the seal of the mills, signed by the General Manager and one other Director shall be issued by the mills in token of shares having been purchased by a member.
5) Share can only be transferred with the previous sanction of the board to a member or a person eligible to become a member of the Mills and on making an application in writing for admission to the membership of the Mills. provided that it shall be within the right of the mills to retire the share capital of the government or/each of financing institution or Cooperative Bank or any other Cooperative Society out of the share Redemption fund in accordance with the terms and conditions of such investment in the share. Provided further that the mills may redeem the share capital contribution by the State Government only after the motivation of the long term loans raised from the financing institutions.
6) Every individual member shall nominate a person to whom in the event of his share shall be transferred. But no member may nominate more than one person unless the he holds more than one share and unless the amount payable to such nominee by way of shares or by fixed proportion of the amount payable for transfer ,as the case may be , is duly specified ,when ,the nomination is made ,by making his signatures or thumb impression in the register of the members or such approved from as shall from part of the register of the member .
7) The share held by the deceased member may be transferred to his heir or legal representative provided he is duly admitted as a member of the Mills
8) In the case of share capital contributed by the Govt. the mills shall ,if so required , by the Government ,issue only one share certificate indicating the number of shares purchased/allotted to the Govt.
9) The board may forfeit the partly paid –up value of the share held by a member, if the fails to make good the call made thereupon within 6 months from the date provided that to forfeiture shall be made unless the member has been given notice and opportunity of being heard .
10) No member shall exercise any right or privilege of a member, unless he has paid all calls, for the time being due from him on every share held by him or, if he is defaulter of any sum due on any account from him or if he commits any breach of the provisions of the bye –laws or if he fails to carry out the agreement relating to the supply of sugarcane /been to the society.

LIABILITY

The liability of the member for meeting any deficit in the assets of the mills, in the event of its being wound up shall be limited to the share capital actually subscribed by him.

MAXIMUM BORROWING LIMIT

The maximum borrowing limit of the mills shall be as recommended by the board and as approved by registrar.

GENERAL BODY

1. The meeting of general body of the mills shall be convened by the general manager in pursuance with the resolution of the board. The general body meeting shall be convened once in a year.
2. The general body of the mills shall comprise of:
1) All the individual members of the mills.
2) The representatives of member cooperative societies duly authorized by their managing committees.
3) Nominee of the government if govt. has subscribed to the share capital of the mills.
4) Registrar, coop. societies, Punjab or his nominees.

POWER AND FUNCTIONS

The following among other matters shall be dealt by the general body in its meeting.
1) To consider the annual report and statement of accounts of the mills as presented by the board.
2) To consider annual audited statement of accounts.
3) To consider inspection notes of the register or any other officer subordinate to him and duly authorized by him.
4) To approve or modify the annual program prepared by the board.
5) To elect members of the board in accordance with the provision of act and rules.
6) To consider distribution of annual net profit. 7) To amend/repeal the registered bye-law of the mills subject to prior approval of the registrar.
8) To consider any other matter laid before it by the board including the recommendation of the board under bye-law 20 (5-a)

MEETING

1) The general meeting shall be called by the general manager on the direction of the board.
A special general meeting of the mills shall be called by the board/G.M on receipt of the requisition from 1/5th of the total members or as required by the registrar suo-moto in accordance with the provision of the act and the rules.
2) A fifteen days clear notice shall be given in writing to all the members for the general meeting specifying the date, time and place fixed for holding of the meeting and shall also state the nature of business to be transacted in that meeting. Besides, such notice shall be published in local daily newspaper having wide circulation in the area of operation of the mills.
3) Quorum for the general meeting or special general meeting shall be 500 member of ¼ of the total members whichever is less on the date of the notice for the meeting. If at a general meeting or special general meeting, there is no quorum within one hour of the time fixed for the meeting, it shall be adjourned and fresh general meeting, a the case may be, shall be reconvened after giving due notice. If at reconvened meeting also there is no quorum within one hour of the time fixed for the meeting then at the end of one hour members present shall constitute the quorum. Each member shall have one vote irrespective of number of shares held by him.
4) All questions in the general meeting shall be decided by the majority of members present and voting. In case of equality of votes, the chairman shall have a casting vote.
5) The chairmen of the mills shall preside over the general meeting. In the absence of the chairmen, vice chairman shall preside over the general meeting. In the absence of both of them, the member presents at the meeting shall elect the chairman for that meeting from amongst themselves.
6) The proceeding of the general body meeting shall be recorded in the proceeding book by the general manager and shall be signed by the chairman and the general manager.

AMENDMENT OF BYE-LAWS

No amendment to these bye laws shall be carried out unless a resolution is passed in the general body meeting of the mills of which due notice of the intention to discuss the amendment has been given.
1) Provided that no such resolution shall be valid unless it is passed by a majority of members present at the general meeting in which not less than 2/3rd of the members for the time being of the society are present.
2) Provided further that amendment previously approved by the registrar may be adopt by a simple majority at an ordinary meeting of the general body.
3) The amendments shall come into force after these are registered by the registrar.

BOARD OF DIRECTORS

(A) The Board shall consist of the following :
(1) Five Directors to be elected from amongst the individual members.
(2) Two Directors to be elected from amongst the members Cooperative Societies.
(3) One nominee of the financing institutions providing term loans to the mills till the loan is repaid in full.
(4) Three Directors to be nominated by the state Govt. as provided in the Act.
(5) Registrar or his nominee.
(6) Manager Directors of the mills.
(B) The term of office of the elected board shall be five years from the date of its election. The Board shall elect a Chairman and a vice Chairman from amongst its elected members. The term of Chairman and Vice Chairman shall be conterminous with the term of the board, provided that the elected chairman or/and elected vice Chairman can be removed by a vote of non-confidence through a resolution passed by 2/3rd majority of the total elected members of the board. New chairman and/or vice chairman shall be elected for the remaining from the board. Nominated members shall have no right to vote in the election or removal of the chairman/vice chairman. Notwithstanding any things contained in these bye-laws the fist board including its chairman, consisting or not more than 9 members shall be nominated by the registrar for a period of one year extendable up to three years. The registrar shall have the powers to make such changes in the nominated board as he may consider necessary from time to time. No mid term changes shall be made during any of the extended period. The nominated board shall arrange for the election of new board before the expiry of 90 days of their term in accordance with these by-laws, act and rules framed there under. No person shall be eligible for being elected to the board of the mills after he has served on the board for two continuous terms, unless a period of not less than one term has expired since he last so served.
17. No member of the board shall be present in a meeting at the time when any matter in which he is personally interested is being discussed.
18. (a) No person shall be eligible for election as a member of the board of the mills if he:-
1) Is below 21 years of age, or
2) Is a paid employee of the mills, of the financing institution or any other body corporate, or Govt. or
3) Has applied for insolvency or is declared insolvent, or
4) Is of unsound mind, or
5) Is a default in the payment of any debt due to the mills for a period exceeding one month from the date on which the payment fell due, or
6) Holds any office or profit under the mills or receives any honorarium, or
7) Is in arrears of shares, or
8) Be incurs any of the disqualification specified in the act and rules, or
9) Has not been a registered can grower for the preceding two years or since implementation of registered can growers scheme if the scheme is implemented afterwards and has not continuously supplied 85% of the quota fixed of/bonded sugarcane/beet during two crushing seasons preceding the date of election to the board provided that if mills has not crushed any sugarcane/beet during the last two years of part thereof, the provisions of this clause shall be taken note of accordingly.
(b) An elected member of board shall cease to hold office if he:-
1) Is subject to any disqualification mentioned in the act the rules and the by-laws.
2) Absent in three consecutive meeting of the board without leave of absence having been granted by the board in this respect, however, before taking any action in this by-laws, the director concerned shall be given an opportunity by the board to be heard.
3) Ceases to be a director of the society of which he is a representative.
4) Resigns and his resignation has been accepted by the board.

MEETING OF THE BOARD

a) The board shall meet once in three months or as and when required.
b) The meeting of the board shall be convened by the general manager of the mills. A fifteen days clear notice shall be given for the meeting of the board of directors unless prior permission of the registrar is obtained for calling the meeting at a shorter notice. The quorum for the meeting of the board shall be 1/3 of the total member of the board, provided that atleast two elected members must be present in such meeting.
c) Three or 1/3rd of the total members of the board whichever is less may in writing requisite a special meeting of the board by giving one month clear notice to the chairman/general manager and may propose item for agenda to be considered in such a meeting. On receipt of the requisition the chairman general manager shall convene a meeting of the board. if he fails to do so within seven days of the receipt of such a notice, the registrar on application of the signatories of the requisition may summons a meeting of the board after giving due notice to all the members of the board. The registrar may, on his on motion, at any time summon a meeting of the board.
d) The chairman of the board, in his absence, the vice chairman, shall preside over the meeting of the board, in this absence of the chairman and the vice-chairman the directors present in the meeting shall elect the chairman for the meeting for amongst themselves.
e) All matters in meeting of the board shall be decided by a majority of votes. In the event of equality of the votes, the chairman shall have an additional casting vote. The proceeding of the meeting of the board shall be recorded in the proceeding books and shall be signed by the chairman and general manager.

POWERS AND DUTIES OF THE BOARD

In addition to such powers as may be conferred by the general body, the board shall lay dawn policies and programmed for the working of the mills and in order to achieve this object in particular, the board shall have the following powers and duties:-
1) To elect the chairman and vice-chairman.
2) To admit members and allot shares.
3) To approve annual and supplementary budget.
4) To authorize the general manager to convene the general body meeting and fix date, time, place and prepare agenda for the said meeting.
5) To recommend to he general body distribution of the profits in accordance with the act, rules framed there under and these byelaws in consultation with sugarfed subject to the prior approval of the registrar.
5-a) To recommend to the general body deduction from he cane price paid to members. Such deduction to be made on voluntary basis may be used for health education service and for the development of the cooperatives for the benefit of the area falling within the area of operation of the mils.
B) Payment of additional cane price, freight and patronage bonus extra subject to prior approval of registrar as recommended by sugarfed.
6) To decided all matters relating to withdrawal, transfer and forfeiture of shares.
7) To decide all matters pertaining to borrowings, landings and investments of funds.
8) To approve rules and regulation for the conduct of day-to-day business and administration of the mills subject to prior approval of the registrar as recommended by sugarfed.
9) To authorize the person or persons to sign on behalf of the mills all bills, notes, receipts, acceptances, endorsements, cheques, release, contracts and document in the absence of general manager.
10) To create and abolish posts and lay down the strength of various categories of staff including permanent, seasonal, temporary, casual and ad hoc etc. required for running of the mills as recommended by sugarfed, subject to the approval of registrar.
11) To frame service rules of the staff in respect of their pay, allowance and service.
12) To appoint the general manager subject to the approval of the registrar if none is under common cadre rule or the act.
13) To delegate all or any of its powers except these exclusively vested with general manager by these bye-laws, to the general manager or any other officer of the mills.
14) To write off assets and losses in consultation with sugarfed subject to the prior approval of the registrar.
15) To get prepared and lay before the annual general meeting the profit and loss account and audited balance sheets.
16) To purchase or to take on lease land, building.
17) To sanction investment on fixed assets, land, building, plant and machinery etc. required for the business of the mills in consultation with sugarfed.
18) To acquire, purchase take on lease or otherwise take over any sugar factory as approved by the registrar.
19) To appoint trustee or trustee attorneys agent or agent for the business of the mills.
20) To approve sugarcane/beet production programmed in consultation with sugarfed.
21) To approve programmed of purchase of raw material, stock stores and spares in consultation with sugarfed.
22) To select managerial, administrative, technical and financial personnel with basic pay of Rs.1500/- and above, other than those borne on common cadre, as and when a vacancy arises as per the strength fixed by the registrar.
20-a)1) The board may from time to time constitute its smaller committees not more the two committees at a time for discharging any specific function of the board, subject to the provision of the bye-laws, act and rules. Such committee shall be of five members provided further that general manager and registrar or his nominee on the board shall be the member of such a smaller committee. In case of difference of opinion between the general manager/registrar or his nominee and the remaining members of the committee, the matter shall be placed before the board, whose decision shall be taken as per the provision of act, rules and bye-laws.
2) The matter resolved in the meeting of the board as per agenda or in its sub-committee including marking of attendance shall be recorded in the proceeding book and shall be signed by chairman and general manager to exercise right of casting vote in the event of equality of votes on any issue in a meeting of the board/general body.
3) At least seven days clear notice shall be necessary for convening the meeting of such committee(s) provided that a meeting may be called at a shorter notice with the prior permission of the registrar, in accordance with the rules. The committee may elect its chairman who shall preside over all its meetings. In the absence of the chairman, one of the members present in the meeting of such committee (s) and decision shall be by majority of votes. Any three members shall from the quorum for such meetings. Such committee (s) shall work under the overall superintendence and control of the board.
20(b) The members of the board shall exercise due prudence and be jointly or severally responsible for making good any loss which the mills may suffer due to grave negligence or deliberate acts or omission/commission in the matter of performing of any of the duties and function assigned to them under these bye laws and also under the act and rules framed there under.
20(c) The Chairman of sugar mills shall have the following powers:-
1) To preside over the meeting of the board and general body. However, in the absence of chairman that power/function shall be exercise/performed by vice chairman or as provided in the act/rules/bye-laws.
2) To exercise right of casting vote in the event of equality of votes on any issue in a meeting off the board/general body.
3) To sign the proceedings of the meeting of the board/general body.
4) To have a right to seek information from general manager relating to performance of the mills and its functions.

GENERAL MANAGER

The general manager shall be the whole time chief executive officer of the mills. He shall have all the powers and duties to run the business and administration of sugar mills. All the employees in the mills shall exercise their powers and perform their duties under his administrative superintendence and control.
22. The general manager shall have the following powers & responsibilities:-
1) To have a general control over the administration of the mills.
2) To convene the meeting of the general body on the direction of the Board.
3) To convene the meetings of the board and committee(s), if any, appointed by the board.
4) To be responsible for the general conduct, supervision and management of the day-to-day business and affairs of the mills.
5) To receive all money and securities on behalf of the Mills and to make arrangement for the proper maintenance and custody of cash balance and other property of the Mills.
6) To endorse, transfer, promissory notes, Govt. other negotiable instruments on behalf of the Mills.
7) To sing all deposit, receipts and operate all the accounts of the Mills jointly with another officer of the Mills as authorized by the Board.
8) To be the officer of the mills to sue or to be sued on behalf of the Mills and sing all bonds and agreements in favor or on behalf of the mills.
9) To determine powers, duties and responsibilities of the employees of the mills.
10) To delegate all or any of the powers, authorities and discretion vested in him to any employee or employees of the mills subject to the ultimate control and authority being retained by him.
11) To maintain or cause to be maintained proper accounts of the mills.
12) To keep a watch on the realization of the moneys due to the mills.
13) Subject to the regulation to be framed by the board to enter into negotiation and contracts and make such notes, deeds and things in the name and on behalf of the mills in relation to any of the matter aforesaid or otherwise for the purpose of the mills.
14) To ensure the safety of the property, document, cash, insurance etc. of the mills.
15) To incur contingent expenditure within the overall provision of the budget approved by the board.
16) To take prompt action for the rectification of audit and inspection notes and to put up such notes together with their rectification report before the board.
17) To appoint, suspend, dismiss or otherwise punish employees of the mills, other than those covered under the Punjab state cooperative sugar mills service (common cadre) rule, 1981 in accordance with the service rules.
18) To submit to the board a monthly operational statement of income and expenditure and monthly trial balance.
19) To draw sugarcane or beet production programme for the approval of the board.
20) To submit monthly/annual returns to the registrar in the performa prescribed by him.
21) To condemn and write off movable assets which have become obsolete or damaged to wear and tear and are irreparable.
22) To conduct all purchases of other raw materials, stocks, stores and spares necessary for the mills and to make advance payment where necessary. Provided that bulk purchases of stocks, stores and spares shall be made through sugarfed.
23) To conduct contingent purchases of machinery and other replacement in emergent cases.
24) Invest surplus funds of the mills.
23. The board shall in consultation with sugarfed have the power to approve a production programme of sugarcane or sugar beet within the area of operation of the mills and assign such production plan to grower members. Members shall enter into a contract to give the sugarcane/beet according to the programme and deliver the same to the mills at such rate and at such place as may be agreed to the variety wise delivery and schedule shall also be indicated in the contract or may be changed by the mills as per its production arrangements provided that the mills shall notify such change to the member grower a week earlier. Any member/grower shall be liable to pay to the mills a penalty at the rate provided in the agreement/contract executed by him.
24. The mills shall be bound to take the entire bounded sugarcane/beet or part thereof on prorate basis up to the average covered by the grower members. In case of failure to do so, the mills shall compensate the members at the rate agreed to or determined by the registrar.
a) The board shall at the commencement of the crushing season fix an initial sugarcane/beet supplied to the mills, in accordance with a formula determined by the state federation of cooperative sugar mills in consultation with the sugar mills and registrar, final payment shall be made at the end of the crushing season.
25. If any member fails to bring the sugarcane/sugar beet as asked for by the mills in accordance with the production programme sent to him, the board shall have the power to forfeit his share/s and he shall be liable to make good the loss to the mills, on account of his default.
26. The mills shall be competent to deduct any dues recoverable from the member on account of service rendered by it out of the sale proceeds of the sugarcane/beet supplied to it.
27. In order to get sufficient raw material for running the mills up to full capacity, the board may purchase sugarcane/beet from non members to the extent it may be required, considering the capacity and finance available with the mills.

DITRIBUTION OF PROFITS

The net profits of the mills as per audited balance sheet shall be allocated in the manner prescribed below:-
1-a) 25% shall be carried to reserve fund.
b) Not more than 5% or as determined by the registrar shall be contributed to cooperative education fund.
2) Remaining amount may be allocated to any one or more purposes detailed below:-
a) Divided on share @ not exceeding 20% on the value paid up shares.
b) After one tenth of the net profit has been carried to reserve fund contribute an amount not exceeding 5% of the remaining net profit towards cooperative development fund which shall be utilized on the direction of the registrar.
c) Common good fund. d) Contingent fund to meet any contingent liabilities arising out of taxes or otherwise.
e) Building funds.
f) Rebate to members in proportion to the purchase of sugarcane/beet made from them.
g) Price fluctuations fund.
h) Research and development fund.
i) Any surplus which remains un-distributed may be carried over to reserve fund or to profits of the next year.
30. The mills shall have a common seal and the general manager shall provide for the safe custody thereof. The common seal shall not be affixed instrument except the authority of general manager.
31. The services of the members of the board of directors except the general manager shall be honorary but they may be paid traveling and daily allowance on a scale approved by the registrar. Payment of honorarium will disqualify a director.
32. In the conduct of the affairs of the mills the board, general manager and employees of the mills shall exercise due prudence and diligence of an ordinary man of business.

MISCELLANEOUS

33. The accounts of the mills shall be audited atleast once a year by the person appointed by the competent authority under the act and mills shall pay such audit fee as may be assessed from time to time, by the authority competent to do so.
34. The reserve fund of the mills shall be indivisible and no member shall be entitled to claim a specified share in it, it shall be invested and utilized in such a manner as provided in the act and rules.
35. Should any doubt arise with regard to the interpretation of these bye laws, the matter shall be referred to the registrar whose decision shall be final.
36. The mills shall maintain such accounts and other records connected with accounts and in such from and manner as may be directed by the authority specified in the statutory rules framed under the act.
37. The mills shall distribute bonus to its employees in accordance with the provision of the payment of bonus Act, 1965.
38. All disputes relating to the business of the mills shall be disposed off in the manner provided in the act and the rules framed there under.
39. In the event of the mills being wound up under the provisions of the act and the rules, the surplus money, if any, may be distributed either amongst the members in accordance with their share or by depositing the same with the central cooperative bank concerned and will be utilized for the purpose of the development of the cooperative activities.

LIABILITY

1. The name of cooperative Society shall be The Nawanshahar cooperative sugar Mills Ltd. Nawanshahar.
2. The registered address of the mills shall be the Nawanshahar co-operative sugar mills Ltd. Nawanshahar.
3. The area of operation of the mills shall be whole of Punjab state. However, the business activities may be carried out any where in India and Abroad in accordance with the objects of the mills.