Producer Company Annual Compliance
Producer company annual compliance follows its own rulebook under Chapter XXIA of the Companies Act, 2013. Accounts and the annual return must reach the ROC within 60 days of the AGM. We run the full calendar for farmer producer companies and FPOs.
What it is
Producer company annual compliance means the meetings, audits and ROC filings a producer company must complete each financial year. It applies from the year of incorporation, even if the company has not started trading.
The rules sit in Chapter XXIA of the Companies Act, 2013 (Sections 378A to 378ZU), in force since 11 February 2021. Where the chapter is silent, Section 378ZR applies the provisions for private companies. Filings go on the MCA V3 portal: AOC-4 for the accounts and MGT-7 or MGT-7A for the annual return.
Who it applies to
Farmer producer companies and FPOs
Any company formed by 10 or more producers, two or more producer institutions, or a mix of them. If you have not formed one yet, start with producer company registration.
Companies in their first year
The first AGM is due within 90 days of incorporation. Picture a mustard growers’ FPO in Haryana registered in March: its first AGM falls before the monsoon, long before an ordinary company’s would.
Companies that converted from co-operatives
Inter-State co-operative societies that became producer companies under Section 378J.
Why it matters
Keep loans and grants moving
Banks and government schemes ask for filed accounts and a clean MCA status before releasing funds.
Protect your directors
Miss financial statements or annual returns for three continuous years and, under Section 164(2)(a), every director is barred from re-appointment for five years.
Stay on the register
Section 378ZP lets the Registrar strike off a producer company that does not commence business within one year, stops transacting with its members or no longer pursues its objects.
Documents required
Accounts and audit
- Books of account kept under Section 378ZE
- Bank statements for the full year
- Internal audit report (Section 378ZF)
Meetings and registers
- Minutes of all board meetings
- AGM notice and minutes
- Register of members
Directors and filings
- DIR-3 KYC status of every director
- MBP-1 and DIR-8 declarations
- A director’s valid digital signature certificate
Producer company vs private company compliance
| Item | Producer company | Ordinary private company |
|---|---|---|
| Directors | Minimum 5, maximum 15 (Section 378O) | Minimum 2 (Section 149) |
| Board meetings | At least once every three months and four a year; quorum one-third, minimum three (Section 378V) | Four a year, gap not more than 120 days (Section 173) |
| First AGM | Within 90 days of incorporation (Section 378ZA) | Within nine months of the close of the first financial year (Section 96) |
| AGM notice and quorum | 14 days’ written notice; quorum one-fourth of total members | 21 clear days’ notice; quorum by number of members |
| Internal audit | Compulsory, by a chartered accountant (Section 378ZF) | Only for prescribed classes |
| Accounts and annual return to ROC | Within 60 days of the AGM (Section 378ZA) | AOC-4 within 30 days, MGT-7 within 60 days of the AGM |
| Reserve | General reserve every year (Section 378Z-I) | No statutory general reserve |
Here is the catch: voting differs too. Where all members are individuals, each has one vote, whatever their shareholding (Section 378D).
How it works
Set up the annual calendar
We list every due date: board meetings, internal audit, AGM, ROC forms, DIR-3 KYC, DPT-3 and income tax.
Hold quarterly board meetings
We draft notices, agendas and minutes for at least four board meetings, one in every quarter, and check the quorum.
Close the books and complete both audits
We finalise the accounts, provide for the general reserve and coordinate the internal audit. The statutory auditor then reports on debts, cash verification, loans to directors and donations, as Section 378ZG requires.
Hold the AGM
We send 14 days’ written notice to every member and the auditor, with the agenda, previous minutes, audited accounts and Board’s report.
File AOC-4 and MGT-7 on the MCA V3 portal
We file the financial statements and annual return within 60 days of the AGM, then ADT-1 and ITR-6 where due.
Timelines
Plan the AGM for 30 September
Section 378ZA allows no more than 15 months between AGMs. In practice, most producer companies aim for the six-month date in Section 96. An AGM on 30 September 2026 puts the ROC filings due by 29 November 2026.
File within 60 days of the AGM
Proceedings, Board’s report, audited accounts and annual return go to the Registrar within 60 days (Section 378ZA).
Diarise the other dates
DPT-3 by 30 June. MSME-1 by 30 April and 31 October, where dues to micro or small suppliers are older than 45 days. DIR-3 KYC once every three financial years, by 30 June. ITR-6 for AY 2026-27 by 21 November 2026 in audit cases.
What happens if you miss it
You pay ₹100 a day per form
Late AOC-4, MGT-7 and MGT-7A forms attract ₹100 for every day of delay, with no upper limit. A year’s delay costs ₹36,500 per form. CCFS-2026 has ended, so no waiver is available now.
Officers face penalties
Sections 92(5) and 137(3) impose ₹10,000 plus ₹100 a day. Section 446B halves this for producer companies.
Skipped meetings invite fines
Under Section 378ZM, failing to convene meetings can lead to a fine of up to ₹1 lakh plus up to ₹10,000 for every day the default continues.
Frequently asked questions
When must a producer company hold its first AGM?
Within 90 days of incorporation, under Section 378ZA of the Companies Act, 2013. A producer company registered on 15 November 2026 must hold its first AGM by 13 February 2027. The notice goes out at least 14 days before. Plan it at incorporation and the deadline is easy to meet.
Which forms does a producer company file with the ROC every year?
Form AOC-4 for the financial statements and Form MGT-7 or MGT-7A for the annual return, both on the MCA V3 portal. Section 378ZA requires the AGM proceedings, Board’s report, audited accounts and annual return to be filed within 60 days of the AGM. ADT-1, DPT-3 and DIR-3 KYC follow on their own dates. We prepare them together, so nothing slips.
How many board meetings must a producer company hold?
At least four a year, with at least one in every three months, under Section 378V. The quorum is one-third of the total directors, and never fewer than three. With five to fifteen farmer-directors, attendance needs planning around sowing and harvest. Fix the four dates in April and the year runs smoothly.
Is internal audit compulsory for a producer company?
Yes. Section 378ZF requires every producer company to have its accounts internally audited by a chartered accountant, at the intervals and in the manner set out in its articles. It comes on top of the statutory audit, not in place of it. Our internal audit team can handle it, so year-end goes quickly.
What is the quorum for a producer company AGM?
One-fourth of the total number of members, under Section 378ZA. For a company with 400 farmer members, that means at least 100 must attend. The AGM must be held during business hours at the registered office or another place in the same city or town. Early notices and transport to the venue usually solve the quorum problem.
What is the late fee for filing AOC-4 or MGT-7 late?
₹100 for every day of delay, per form, with no cap. The normal fee of ₹200 to ₹600 is payable as well. A delay of one year costs ₹36,500 per form. The Companies Compliance Facilitation Scheme 2026 ended on 31 August 2026, so full additional fees apply again. Each week you save is ₹700 less per form.
Does a producer company need to keep a general reserve?
Yes. Section 378Z-I requires every producer company to maintain a general reserve in every financial year, in addition to any reserves its articles require. If funds fall short in a year, members contribute in proportion to their patronage, that is, their business with the company. We build the reserve entry into the year-end accounts so the auditor can confirm it.
Can a producer company be struck off for not doing business?
Yes. Under Section 378ZP the Registrar can strike off a producer company that has not started business within one year of registration, has stopped transacting with its members, or no longer carries on its objects. The Registrar first sends a show-cause notice. Filing accounts regularly, even with small turnover, shows the company is active.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
Government fees for AOC-4 and MGT-7/MGT-7A depend on nominal share capital. They are ₹200 below ₹1 lakh, ₹300 for ₹1 lakh to ₹5 lakh, ₹400 for ₹5 lakh to ₹25 lakh, ₹500 for ₹25 lakh to ₹1 crore, and ₹600 at ₹1 crore and above. Late filing adds ₹100 per day per form. Producer company annual compliance fees are paid on the MCA V3 portal.
Ready to begin?
Send us your incorporation date and last filed year, and we will map every pending meeting, audit and form.