Companies Act Section 137

Companies Act Section 137- Filing of Financial Statements with the Registrar of Companies (ROC)

1. Requirement to File Financial Statements with Registrar

As per Section 137(1) of the Companies Act, every company is legally obligated to file a copy of its financial statements with the Registrar of Companies (ROC) within a specified time period.

The filing must include:

The financial statements of the company (standalone financial statements).

The consolidated financial statements, if the company has subsidiaries or associate companies.

All documents required to be attached to such financial statements under the Companies Act, 2013.

These documents must be filed within thirty (30) days from the date of the annual general meeting (AGM) where they were duly adopted by the shareholders. The filing must be made in the prescribed manner and accompanied by the prescribed fees or additional fees if there is any delay.

2. Special Rule for Unadopted Financial Statements

If, for any reason, the financial statements are not adopted at the annual general meeting or an adjourned annual general meeting, the company must still file the unadopted financial statements with the Registrar within 30 days from the date of the AGM.

In such cases, the Registrar will treat these as "provisional financial statements" until the financial statements are formally adopted in a subsequent adjourned AGM. Once adopted, the final adopted financial statements must also be filed with the Registrar within 30 days from the date of the adjourned AGM, along with the prescribed fees or additional fees if applicable.

3. Filing Requirement for One Person Companies (OPCs)

For a One Person Company (OPC), there is a separate timeline for filing financial statements. Instead of the AGM timeline, the OPC must file its financial statements within one hundred eighty (180) days from the end of the financial year. These financial statements must be:

Duly adopted by the sole member of the OPC.

Accompanied by all documents required to be attached under the Act.

4. Requirement to Attach Accounts of Foreign Subsidiaries

When filing financial statements with the Registrar, a company must also attach the accounts of any foreign subsidiary (i.e., subsidiaries incorporated outside India). This applies only to foreign subsidiaries that have not established a place of business in India.

5. Special Rule for Foreign Subsidiaries Without Mandatory Audits

In case a foreign subsidiary (incorporated outside India) is not legally required to get its financial statements audited under the laws of its home country and the foreign subsidiary does not voluntarily conduct an audit, then the Indian holding company may file unaudited financial statements of such subsidiary.

In addition to the unaudited statements, the Indian company must also file a declaration confirming this fact. Further, if the foreign subsidiary’s financial statements are in a language other than English, the company must also file an English translation of these financial statements.

6. What Happens If No AGM Is Held?

If a company fails to hold its annual general meeting (AGM) for any particular year, it still has a legal duty to file its financial statements with the Registrar. In such cases:

The financial statements (along with all required attachments) must still be filed within thirty (30) days from the last date by which the AGM should have been held.

This filing must also include a statement explaining the reasons why the AGM was not held.

The filing must follow the prescribed manner and be accompanied by the prescribed fees or additional fees if applicable.

7. Penalty for Non-Compliance

If a company fails to file its financial statements within the specified period under either sub-section (1) or sub-section (2), the company and its officers become liable for penalties.

Company Penalty

A penalty of ?10,000.

In case of continuing failure, an additional penalty of ?100 per day applies for each day the failure continues.

The maximum penalty for the company is capped at ?2,00,000 (Two lakh rupees).

Officer Penalty

The penalties also extend to individual officers responsible for the filing, including:

Managing Director.

Chief Financial Officer (CFO).

If neither is present, the director responsible for ensuring compliance (as designated by the Board).

If no specific director is designated, all directors of the company become responsible.

Each such officer is subject to:

A penalty of ?10,000.

In case of continuing failure, an additional penalty of ?100 per day after the first day of default.

The maximum penalty for each officer is capped at ?50,000 (Fifty thousand rupees).