Tanila India Producer Company Ltd. was incorporated on 31st October, 2020. State the powers to be exercised by the Board of directors, on behalf of the Producer company only by means of passing of resolutions at the annu

Powers of the Board of Directors of a Producer Company (Section 581S of erstwhile Companies Act, 1956, applicable to Producer Companies): Section 581S of the erstwhile Companies Act, 1956 (which governs Producer Companies) states that the following powers shall be exercised by the Board of Directors on behalf of the Producer company only by means of passing of resolutions at the annual general meeting of the company, namely: Approval of budget and adoption of annual accounts; Approval of patronage bonus; Issue of bonus shares; Declaration of limited return and decision on the distribution of patronage; Specify the conditions and limits of loans that may be given by Board to any director; and Approval of any transaction of the nature as is to be reserved in the articles for approval by the members. Requirement to appoint a Company Secretary (Section 581X of erstwhile Companies Act, 1956): Section 581X of the erstwhile Companies Act, 1956 provides that every Producer Company having an average annual turnover exceeding ₹5 crore in each of three consecutive financial years shall have a whole-time secretary. Further, no individual shall be appointed as whole-time secretary unless he possesses membership of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980. Application to the given case: Tanila India Producer Company Ltd. was incorporated on 31st October, 2020. The question does not provide information about its turnover for three consecutive financial years. Conclusion: The Board of Directors of Tanila India Producer Company Ltd. must exercise the aforementioned powers only by passing resolutions at the annual general meeting. Regarding the appointment of a company secretary, Tanila India Producer Company Ltd. will need to appoint a whole-time company secretary **only if its average annual turnover exceeds ₹5 crore in each of three consecutive financial years**. Since the company was incorporated recently (Oct 2020), it would not yet meet this criterion for mandatory appointment.