Sections 378ZG, 378ZH, 378ZI, 378ZJ, 378ZK and 378ZL of the Companies Act, 2013
These provisions regulate important financial and governance matters of a Producer Company, including additional audit reporting, donations and subscriptions, reserves, bonus shares, financial assistance to members and investment of funds.
Section 378ZG - Duties of auditor under this Chapter
Meaning: Section 378ZG imposes additional reporting duties on the auditor of a Producer Company. These duties operate without prejudice to the general auditor duties under section 143 of the Companies Act, 2013.
The auditor shall additionally report on:
(a) the amount of debts due along with particulars of bad debts, if any;
(b) verification of cash balance and securities;
(c) details of assets and liabilities;
(d) transactions appearing to be contrary to Chapter XXIA;
(e) loans given by the Producer Company to directors;
(f) donations or subscriptions given by the Producer Company; and
(g) any other matter considered necessary by the auditor.
Section 378ZH - Donation or subscription by Producer Company
Meaning: A Producer Company may make a donation or subscription by special resolution for specified welfare or mutual-assistance purposes, subject to a statutory financial ceiling and restrictions.
A Producer Company may, by special resolution, make a donation or subscription to an institution or individual for:
(a) promoting the social and economic welfare of Producer Members, producers or the general public; or
(b) promoting the mutual assistance principles.
The aggregate amount of such donations and subscriptions in a financial year shall not exceed three per cent of the net profit of the Producer Company in the immediately preceding financial year.
The section further prohibits a Producer Company from making, directly or indirectly, any contribution or subscription to a political party or for a political purpose to any person, or making available facilities including personnel or material for such purpose.
Section 378ZI - General and other reserves
Meaning: Every Producer Company must maintain a general reserve each financial year in addition to any reserve required by its articles.
(1) Every Producer Company shall maintain a general reserve in every financial year, in addition to any reserve maintained by it as may be specified in its articles.
(2) If the Producer Company does not have sufficient funds in a financial year for transfer to maintain the reserves specified in its articles, the contribution to the reserve shall be shared among the Members in proportion to their patronage in the business of the company in that year.
Patronage: Under section 378A, patronage refers to the use of services offered by the Producer Company to its Members through participation in its business activities.
Section 378ZJ - Issue of bonus shares
Meaning: A Producer Company may capitalise amounts standing in its general reserves and issue bonus shares to Members.
On the recommendation of the Board and after a resolution is passed in the general meeting, a Producer Company may issue bonus shares by capitalisation of amounts from the general reserves referred to in section 378ZI. The bonus shares are issued in proportion to the shares held by Members on the date of issue.
Section 378ZK - Loan, etc., to Members
Meaning: Subject to its articles, the Board may provide specified forms of financial assistance to Members of the Producer Company.
(a) A credit facility may be provided to a Member in connection with the business of the Producer Company for a period not exceeding six months.
(b) Loans and advances may be provided against security specified in the articles, repayable within a period exceeding three months but not exceeding seven years from the date of disbursement.
A loan or advance to a director or the director's relative may be granted only after approval by the Members in general meeting.
Section 378ZL - Investment in other companies, formation of subsidiaries, etc.
Meaning: Section 378ZL governs investment of general reserves and the circumstances in which a Producer Company may acquire interests in other entities, establish subsidiaries or joint ventures, and dispose of investments.
(1) General reserves shall be invested to secure the highest returns available from approved securities, fixed deposits, units, Government or co-operative or scheduled-bank bonds, or another prescribed mode.
(2) A Producer Company may acquire shares of another Producer Company for promotion of its objects.
(3) By special resolution, it may subscribe to the share capital of, or enter into an agreement or arrangement with, a body corporate, including through a subsidiary or joint venture, for promotion of its objects.
(4) Investment in shares of another company, other than the Producer Company investment covered by sub-section (2) or capital subscription under sub-section (3), is subject to the statutory limit of thirty per cent of the aggregate paid-up capital and free reserves. Investment beyond that limit requires a special resolution in general meeting and prior approval of the Central Government.
(5) Investments must be consistent with the objects of the Producer Company.
(6) The Board may dispose of investments referred to in sub-sections (3) and (4) with previous approval of Members by special resolution.
(7) The Producer Company must maintain a register containing the prescribed particulars of investments and disposals.
(8) The register must be kept at the registered office and be open to inspection by any Member, who may take extracts from it.
The investment modes contemplated by section 378ZL(1) are supplemented by rule 5 of the Producer Companies Rules, 2021.
Quick compliance summary
| Provision | Core requirement |
|---|---|
| 378ZG | Additional audit reporting for Producer Companies. |
| 378ZH | Special resolution for permitted donations or subscriptions, subject to the 3 per cent ceiling and statutory restriction. |
| 378ZI | Maintain general reserve and other reserves required by the articles. |
| 378ZJ | Board recommendation and general meeting resolution for bonus shares from general reserves. |
| 378ZK | Financial assistance to Members subject to articles, limits and approval requirements. |
| 378ZL | Investments, subsidiaries and joint ventures subject to objects, limits, approvals and record keeping. |
Official legal resources
For the latest statutory text and notifications, refer to the Companies Act, 2013 published by the Ministry of Corporate Affairs, the Companies (Amendment) Act, 2020, and the Producer Companies Rules, 2021.
This page is intended as a general legal information resource. For a specific transaction or compliance issue, the Act, applicable rules, notifications and professional advice should be considered together.
