Companies Act Section 129 — Financial statement
CHAPTER IX ACCOUNTS OF COMPANIES
Commercial / Corporate
Summary
Sub-section (1) requires a company's financial statements to give a true and fair view of its state of affairs, to comply with the accounting standards notified under section 133, and to be in the form or forms provided for different classes of companies in Schedule III. The items in the financial statements must be in accordance with the accounting standards. This sub-section does not apply to insurance or banking companies, companies engaged in the generation or supply of electricity, or any other class of company for which a form of financial statement has been specified in or under the Act governing that class of company. Financial statements are not treated as failing to disclose a true and fair view merely because they do not disclose matters that are not required to be disclosed by the specific law governing the company, such as the Insurance Act, 1938, or the Insurance Regulatory and Development Authority Act, 1999, for insurance companies; the Banking Regulation Act, 1949, for banking companies; the Electricity Act, 2003, for electricity companies; or any other law for the time being in force for companies governed by that law.
Sub-section (2) requires the Board of Directors to lay the financial statements for the financial year before the company at every annual general meeting.
Sub-section (3) requires a company that has one or more subsidiaries or associate companies to prepare, in addition to its own financial statements, a consolidated financial statement of the company and all its subsidiaries and associate companies, in the same form and manner as its own and in accordance with applicable accounting standards. This consolidated statement must also be laid before the annual general meeting along with the company's own financial statement. The company must also attach a separate statement containing the salient features of the financial statements of its subsidiaries and associate companies in the prescribed form. The Central Government may provide for the consolidation of accounts of companies in the prescribed manner.
Sub-section (4) states that the provisions of this Act applicable to the preparation, adoption, and audit of the financial statements of a holding company apply, with necessary modifications, to the consolidated financial statements referred to in sub-section (3).
Sub-section (5) states that, without prejudice to sub-section (1), if a company's financial statements do not comply with the accounting standards, the company must disclose in its financial statements the deviation from the accounting standards, the reasons for the deviation, and the financial effects, if any, arising out of the deviation.
Sub-section (6) allows the Central Government, on its own or on an application by a class or classes of companies, to exempt any class or classes of companies from complying with any of the requirements of this section or the rules made under it, if it is considered necessary to grant such exemption in the public interest. The exemption may be granted unconditionally or subject to conditions specified in the notification.
Sub-section (7) states that if a company contravenes the provisions of this section, the managing director, the whole-time director in charge of finance, the Chief Financial Officer, or any other person charged by the Board with the duty of complying with the requirements of this section, and in the absence of any of these officers, all the directors, shall be punishable with imprisonment for a term that may extend to one year, or with a fine that shall not be less than fifty thousand rupees but may extend to five lakh rupees, or with both.
The Explanation clarifies that, for the purposes of this section, any reference to the financial statement includes any notes annexed to or forming part of the financial statement, giving information required to be given and allowed to be given in the form of such notes under this Act.
Official Text
(1) The financial statements shall give a true and fair view of the state of affairs of the company or companies, comply with the accounting standards notified under section133 and shall be in the form or forms as may be provided for different class or classes of companies in Schedule III:
Provided that the items contained in such financial statements shall be in accordance with the accounting standards:
Provided further that nothing contained in this sub-section shall apply to any insurance or banking company or any company engaged in the generation or supply of electricity, or to any other class of company for which a form of financial statement has been specified in or under the Act governing such class of company:
Provided also that the financial statements shall not be treated as not disclosing a true and fair view of the state of affairs of the company, merely by reason of the fact that they do not disclose—
(a) in the case of an insurance company, any matters which are not required to be disclosed by the Insurance Act, 1938 (4 of 1938), or the Insurance Regulatory and Development Authority Act, 1999 (41 of 1999);
(b) in the case of a banking company, any matters which are not required to be disclosed by the Banking Regulation Act, 1949 (10 of 1949);
(c) in the case of a company engaged in the generation or supply of electricity, any matters which are not required to be disclosed by the Electricity Act, 2003 (36 of 2003);
(d) in the case of a company governed by any other law for the time being in force, any matters which are not required to be disclosed by that law.
(2) At every annual general meeting of a company, the Board of Directors of the company shall lay before such meeting financial statements for the financial year. 1[
(3) Where a company has one or more subsidiaries or associate companies, it shall, in addition to financial statements provided under sub-section (2), prepare a consolidated financial statement of the company and of all the subsidiaries and associate companies in the same form and manner as that of its own and in accordance with applicable accounting standards, which shall also be laid before the annual general meeting of the company along with the laying of its financial statement under sub-section (2): Provided that the company shall also attach along with its financial statement, a separate statement containing the salient features of the financial statement of its subsidiary or subsidiaries and associate company or companies in such form as may be prescribed:
Provided further that the Central Government may provide for the consolidation of accounts of companies in such manner as may be prescribed.]
(4) The provisions of this Act applicable to the preparation, adoption and audit of the financial statements of a holding company shall, mutatis mutandis, apply to the consolidated financial statements referred to in sub-section (3).
(5) Without prejudice to sub-section (1), where the financial statements of a company do not comply with the accounting standards referred to in sub-section (1), the company shall disclose in its financial statements, the deviation from the accounting standards, the reasons for such deviation and the financial effects, if any, arising out of such deviation.
(6) The Central Government may, on its own or on an application by a class or classes of companies, by notification, exempt any class or classes of companies from complying with any of the requirements of this section or the rules made thereunder, if it is considered necessary to grant such exemption in the public interest and any such exemption may be granted either unconditionally or subject to such conditions as may be specified in the notification.
(7) If a company contravenes the provisions of this section, the managing director, the whole-time director in charge of finance, the Chief Financial Officer or any other person charged by the Board with the duty of complying with the requirements of this section and in the absence of any of the officers mentioned above, all the directors shall be punishable with imprisonment for a term which may extend to one year or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both.
Explanation.—For the purposes of this section, except where the context otherwise requires, any reference to the financial statement shall include any notes annexed to or forming part of such financial statement, giving information required to be given and allowed to be given in the form of such notes under this Act. 2