ANNUAL COMPLIANCE CALENDAR
Producer Company
BACKGROUND:
In this Flash editorial,
the Author begins by referring to the provisions of Companies Act, 2013, read
with all the Amendment Acts and rules mentioned there till March 2024.
As per the latest amendments, Companies requirements for the compliances
have been changed in comparison to the compliance requirement as on 01st
April 2014 when the Companies Act, 2013 came into effect.
Definition of the Producer Company:
“Producer Company” means a body corporate having objects or activities
specified in section 581B and registered as Producer Company under the
Companies Act, 1956.
Allowed Activities for Producer Companies:
A
producer company is basically a body corporate registered as Producer Company
under Companies Act, 2013 and shall carry on or relate to any of following
activities classified broadly: -
(a) Production, harvesting, processing, procurement, grading, pooling,
handling, marketing, selling, export of *primary produce of the Members or
import of goods or services for their benefit.
(b)
Rendering technical services, consultancy services, training, education,
research and development and all other activities for the promotion of the
interests of its Members;
(c)
Generation, transmission and distribution of power, revitalization of land and
water resources, their use, conservation and communications relatable to
primary produce;
(d) Promoting mutual assistance,
welfare measures, financial services, insurance of producers or their primary
produce;
Silent Condition for Producer Companies:
·
Only persons
engaged in an activity connected with, or related to, primary produce can
participate in the ownership.
· The members have necessarily to be primary producers.
· Termed as “Companies with Limited Liability” and
the liability of the members will be limited to the amount, if any, unpaid on
the shares.
· Name of the company shall end with the words
"Producer Company Limited
“.
· However, it shall comply with the specific
provisions of part IXA.
· The limit of maximum number of members is not
applicable to these Companies.
Que: Whether Producer Company is Private Company or Public Company?
As
the name of the Company ends with Producer Company Limited it seems to be a
Public Company but as per clause (5) of the section 378C of Companies Act, 2013
on registration the Producer Company shall become a body corporate as if it is
a Private Company without any limit to the number of members and shall not
under any circumstances deemed to be a Public Company.
ANNUAL COMPLIANCES FOR
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S. No.
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Forms
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Section & Rules
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Particular of Compliance
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QUARTER
– I - APRIL TO JUNE
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1.
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Receipt of MBP-1
(DG)
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184(1)
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Form
MBP- 1
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Every
Director of the Company in the First Meeting of the Board of Director in each
Financial Year shall disclose his interest in the other entities.
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Every
Director is required to submit with the Company a fresh MBP-1, whenever there
is a change in his interest from the earlier given MBP-1.
MBP-1
is not required to file with ROC.
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2.
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Receipt of DIR- 8
(DG)
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164(2)
143(3)(g)
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Form
DIR - 8
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Every
Director of the Company in each Financial Year will submit with the Company
disclosure of non-disqualification.
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3.
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Half Yearly Return
(DG)
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Section 405
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MSME-1
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Delay in the Payment to MSME Vendor:
Company
has to file this return half-yearly in respect of pending payments to the
MSME vendors as at end of half-year. (only for payment pending/ made after 45
days)
· October
to March - 30th April
· April
to Sep - 31st
October
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4.
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Yearly Return
(June)
(DG)
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Section 73
Rule 16
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E-form
DPT-3
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Return of Deposit: Company is required to file this form
every year on or before 30th June in respect of return of Deposit
and Particulars not considered as Deposit as on 31st March.
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QUARTER – II - JULY TO SEPTEMBER
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5.
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Approval of Financial Statement
(DG)
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134
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Preparation and Approval of Financial Statement.
The auditors’ report shall be attached to every financial statement
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6.
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Directors’ Report
(DG)
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134
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Directors’
Report shall be prepared by mentioning all the information required for the
Company under Section 134 read with relevant rules and relevant provisions of
other Act.
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It
should be signed by the “Chairperson” authorized by the Board, where he is
not so authorized by at least 2 Directors, one of them should be a MD if
there is any.
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7.
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Holding of AGM
(DG)
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96
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Every
company shall in each year hold in addition to any other meetings, a general
meeting as its annual general meeting.
it
shall be held within a period of six months, from the date of closing of the
financial year.
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8.
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Notice of
AGM
(DG)
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101 & SS-II
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Every
Notice of the Annual General Meeting will be prepared as per Section 101 of
the Companies Act, 2013 and Secretarial Standard – II.
14
clear days’ notice is required for holding of General Meeting of Producer Company.
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9.
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Circulation of Notice of AGM
(DG)
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101 & SS
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Notice
of the Annual General Meeting will be sent to all the:
· Directors,
· Members,
· Auditors
· Debenture Trustees, if any
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10.
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Circulation of Financial Statement & other
relevant Doc
(DG)
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136
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Company
will send to the members of the Company approved Financial Statement,
Directors’ Report and Auditors’ Report at least 14 clear days before the
Annual General Meeting.
In
case the AGM is called on shorter notice then above mentioned documents shall
be circulated on such shorter period.
For
holding of the AGM on shorter notice, companies need to take the proper
approvals as per the Act.
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11.
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Annual Form
(DG)
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Rule 12A
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DIR-3 KYC
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KYC of Directors: All the Directors of the Company shall
file this form on or before 30th September every year.
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QUARTER – III - OCTOBER TO DECEMBER
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12.
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Annual Form
(DG)
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137
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E-form:
AOC-4
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Financial Statement: Company is required to file its
Balance Sheet along with the Statement of Profit and Loss Account, Cash flow
statement, Directors’ Report and Auditors’ Report in this form within 60 days
of holding of the Annual General Meeting.
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Attachment:
Balance
Sheet, Statement of Profit & Loss Account, Cash Flow Statement (if
applicable), Directors’ Report, Auditors’ Report, the Notice of the AGM and
proceeding of Annual General Meeting
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13.
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E- Forms Filing Requirements
Annual Form
(DG)
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92
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E-form:
MGT-7
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Annual Return: Every Company will file its Annual
Return within 60 days of holding of the Annual General Meeting.
Annual
Return will be for the period from 1st April to 31st
March.
Annual
Return of Every Private Company (Except Small Company) should be signed by a
Company Secretary in Practice.
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14.
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Certification of Annual Return
(DG)
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92
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MGT-8
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Private Company having
paid-up share capital of
10 Crore or more or turnover of Rs. 50 crore or more shall be certified by a
Company Secretary in Practice and attach with MGT-7.
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QUARTER – IV - JANUARY TO MARCH
There is no mandatory compliance for this quarter.
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15.
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Board Meetings
(DG)
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173 &
SS-I
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Every
Company shall hold a minimum number of FOUR
meetings of its Board of Directors every year in such a manner that maximum
gap between the two meetings should not be more than 120 (One hundred twenty)
days.
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16.
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Maintenance of Statutory Registers
(DG)
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88 and other sections
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Company will maintain the following
mandatory Registers:
· Register of Director,
· Registers of Director Shareholding,
· Registers of Members
· Registers of Transfer
· Registers of Related Party transaction
etc
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17.
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Appointment of Auditor
(DG)
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139
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E-form
ADT-1
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The Auditor will be appointed for 5
(Five) years and form ADT-1 will be filed for 5-year appointment within 15
days of the Annual General Meeting.
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Above mentioned 18 (Eighteen) Compliances are
mandatory annual compliances for the Private Company.
Except above 18 (Eighteen), there may be
event-based compliances for the Private Company.
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Author – CS
Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from
Delhi and can be contacted at csdiveshgoyal@gmail.com).
Disclaimer: The entire
contents of this document have been prepared based on relevant provisions and
as per the information existing at the time of the preparation. Although care
has been taken to ensure the accuracy, completeness, and reliability of the
information provided, I assume no responsibility, therefore. Users of this
information are expected to refer to the relevant existing provisions of
applicable Laws. The user of the information agrees that the information is not
professional advice and is subject to change without notice. I assume no
responsibility for the consequences of the use of such information.
IN NO EVENT SHALL I SHALL BE
LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM,
ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION
Primary produce has been
defined as a produce of farmers arising from agriculture including animal
husbandry, horticulture, floriculture, pisciculture, viticulture, forestry,
forest products, re-vegetation, bee raising and farming plantation products:
produce of persons engaged in hand-loom, handicraft and other cottage
industries: by - products of such products; and products arising out of
ancillary industries.