Annual Compliance Calendar – Companies Act, 2013 – PRODUCER COMPANY

October 12, 2020
Company Law

Annual Compliance Calendar – Companies Act, 2013 –

PRODUCER COMPANY

BACKGROUND:

In this Flash editorial, the author begins by referring the provisions of Companies Act, 2013 read with all Amendment Acts and rules mentioned there under till Companies (Amendment) Act, 2019.

As per latest amendments, Companies requirements for compliance have been changed in comparison of compliance requirement as on 01st April, 2014 when Companies Act, 2013 came into effect.

After commencement of Companies Act, 2013 from 01st April 2014 Compliance requirement of Companies has been increased.

But after 5th June, 2015 and 13th June, 2017 “EXEMPTION” has been provided to Private Limited Companies. After all that exemptions status of Private Limited Companies under Companies Act, 2013 more or less is equal to Status in Companies Act, 1956.

Meaning of 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;

Important Features of Producer Companies:

  1. Minimum 5 lack capital.
  2. There must be minimum 5 directors in a producer company.
  3. Producer Company is always a private limited company
  4. Producer Company will be governed by the provisions of Chapter IXA of Companies Act, 1956.
  5. Voting rights in Producer Company shall be based on a single vote for every member.
  6. No person, who has any business interest which is in conflict with business of the Producer Company, shall become a Member of that Company.
  7. Every Producer Company shall deal primarily with the produce of its active Members for carrying out any of its objects specified in this section.
  8. The name of the Company shall end with “Producer Company Limited” which shall be stated in the Memorandum.
  9. The AOA and MOA of Producer Company shall be prepared in accordance with the provision under section 581F and 581G respectively.
  10. One-fourth of the total membership shall constitute the quorum at a General Meeting.
  11. Share Capital of a producer company shall consist of equity shares only.
ANNUAL COMPLIANCE FOR – PRODUCER COMPANY:
S. No.   Section & Rules Particular of Compliance
1.          Receipt of MBP-1 184(1)

 

 Form

MBP- 1

 Every Director of the Company in First Meeting of the Board of Director in each Financial Year shall disclose his interest in other entities.
    Every Director is required to submit with the Company a fresh MBP-1, whenever there is change in his interest from the earlier given MBP-1.
2.        Receipt of DIR- 8 164(2)

143(3)(g)

 Form

DIR – 8

 Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification.
3.         E- Forms Filing Requirements

 

Annual Form

 581ZA E-form:

 

MGT-7

 Annual Return: Every Company will file its Annual Return within 60 days of holding of Annual General Meeting.

Annual Return will be for the period 1st April to 31st March.
4.       
5.        581ZA E-form:

 

AOC-4

 Financial Statement: Company is required to file its Balance Sheet along with Statement of Profit and Loss Account, Cash flow statement, Directors’ Report and Auditors’ Report in this form within 30 days of holding of Annual General Meeting.
Attachment:

Balance Sheet, Statement of Profit& Loss Account, Cash Flow Statement, Directors’ Report, Auditors’ Report and Notice of AGM.
6.        Annual Form 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.
7.         Event Based Form Section 90 BEN-2

Disclosure of Significant Beneficial Owner: Company shall file BEN-2 within 30 days of receipt of BEN-1 from Share holder.

Note: On regular basis company have to check whether there is any SBO in company due to change in its shareholding or due to change in shareholding of body corporate members.
8.        Annual Form Rule 12A DIR-3 KYC

KYC of Directors: All the Directors of company shall file this form on or before 30th September every year for all the directors of the Company.
9.        Half Yearly Return Section 405 MSME-1

Delay in Payment to MSME Vendor: Company have to file this return half yearly in respect of pending payments to MSME vendors as at end of half year.

·       April to Sep            –            30th October

·       October to March              – 30th April
10.     Directors’ Report 581ZA Directors’Report shall be prepared by mentioning all the information required for Company under Section 134 read with relevant rules and relevant provisions of other Act.
11.       Circulation of Financial Statement &other relevant Dox 581ZA 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.

 
12.      Notice of

AGM

 581ZA

The Producer Company shall in each year hold an Annual General Meeting and not more than 15 months shall elapse between the date of one Annual General Meeting to the next.

A general meeting of the Producer Company shall be called by giving not less than fourteen days prior notice in writing
13.      Sending of Notice of AGM 581ZA

The notice calling the annual general meeting shall be accompanied by the following documents, namely : –

(a) the agenda of the annual general meeting ;

 (b) the minutes of the previous annual general meeting or the extraordinary general meeting ;

(c) the names of candidates for election, if any, to the office of director including a statement of qualifications in respect of each candidate;

(d) the audited balance-sheet and profit and loss accounts of the Producer Company and its subsidiary, if any etc
14.     Board Meetings 581V

Board shall meet at least once in every three months and at least four such meetings shall be convened in every year.

Quorum:- 1/3rd of the total strength of Directors subject to a minimum – 3
15.      Appointment of Auditor 581 E-form

ADT-1

 Auditor will be appointed for 5 (Five) years and form ADT-1 will be filed for 5-year appointment within 15 days of Annual General Meeting.
Above mentioned 15 (Fifteen) Compliance are mandatory yearly compliance for the Producer Company.

Except above 15 (Fifteen), there may be event-based compliance for the Producer Company.

 

(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 on the basis of 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 a professional advice and is subject to change without notice. I assume no responsibility for the consequences of 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

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