Summary: This editorial provides a detailed overview of annual compliance requirements for Producer Companies as per the Companies Act, 2013, including all amendments up to March 2025. A Producer Company is defined as a corporate entity formed under the Companies Act, 1956, and is governed by specific provisions aimed at facilitating agricultural and allied activities. These include production, processing, marketing, and related services for the benefit of its members, who must be primary producers. While the name may imply it is a public company, it is legally treated as a private company with no restriction on the number of members. Producer Companies are required to fulfil several annual compliances, including disclosures by directors (MBP-1 and DIR-8), half-yearly MSME-1 filing for delayed payments, and annual DPT-3 for deposits. Financial statements must be prepared and approved, followed by the preparation and circulation of the Directors’ Report, Notice of AGM, and other related documents. The Annual General Meeting (AGM) must be held within six months of the financial year-end. Key ROC filings include AOC-4 (financial statements), MGT-7 (annual return), and MGT-8 (if applicable) within 60 days of the AGM. DIR-3 KYC for directors must be filed annually by September 30. Four board meetings are required annually, with a maximum gap of 120 days between two meetings. Statutory registers like those for directors, members, and related party transactions must be maintained. The appointment of the auditor is to be filed using ADT-1 within 15 days of the AGM. These 18 listed requirements are mandatory for Producer Companies, along with any additional event-based compliances that may arise during the year.
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 2025.
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 [1]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 PRODUCER COMPANY:
| S. No. | Forms | Section & Rules | Particular of Compliance | ||
| QUARTER – I – APRIL TO JUNE | |||||
| 1. | Receipt of MBP-1
(DG) |
184(1) | Form
MBP- 1 |
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. | |
| 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. |
|||||
| 2. | Receipt of DIR- 8
(DG) |
164(2)
143(3)(g) |
Form
DIR – 8 |
Every Director of the Company in each Financial Year will submit with the Company disclosure of non-disqualification. | |
| 3. | Half Yearly Return
(DG) |
Section 405 | MSME-1 | 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)
|
|
| 4. | Yearly Return
(June) (DG) |
Section 73
Rule 16 |
E-form
DPT-3 |
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. | |
| QUARTER – II – JULY TO SEPTEMBER | |||||
| 5. | Approval of Financial Statement
(DG) |
134 | Preparation and Approval of Financial Statement. The auditors’ report shall be attached to every financial statement | ||
| 6. | Directors’ Report
(DG) |
134 | 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. | ||
| 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. | |||||
| 7. | Holding of AGM
(DG) |
96 | 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. |
||
| 8. | Notice of
AGM (DG) |
101 & SS-II | 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. |
||
| 9. | Circulation of Notice of AGM
(DG) |
101 & SS | Notice of the Annual General Meeting will be sent to all the:
|
||
| 10. | Circulation of Financial Statement & other relevant Doc
(DG) |
136 | 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. |
||
| 11. | Annual Form
(DG) |
Rule 12A | DIR-3 KYC | KYC of Directors: All the Directors of the Company shall file this form on or before 30th September every year. | |
| QUARTER – III – OCTOBER TO DECEMBER | |||||
| 12. | Annual Form
(DG) |
137 | E-form:
AOC-4 |
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. | |
| 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. | E- Forms Filing Requirements
Annual Form (DG) |
92 | E-form:
MGT-7 |
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. |
|
| 14. | Certification of Annual Return
(DG) |
92 | MGT-8 | 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. | |
| QUARTER – IV – JANUARY TO MARCH
There is no mandatory compliance for this quarter. |
|||||
| 15. | Board Meetings
(DG) |
173 &
SS-I |
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. | ||
| 16. | Maintenance of Statutory Registers
(DG) |
88 and other sections | Company will maintain the following mandatory Registers:
|
||
| 17. | Appointment of Auditor
(DG) |
139 | E-form
ADT-1 |
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. | |
| 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).
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Notes:- [1]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.
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