Companies Act Section 137 — Copy of financial statement to be filed with Registrar
CHAPTER IX ACCOUNTS OF COMPANIES
Commercial / Corporate
Summary
Sub-section (1) requires a company to file a copy of its financial statements, including any consolidated financial statement, along with all documents that must be attached to them under the Act, with the Registrar. These statements must be the ones duly adopted at the company's annual general meeting, and the filing must happen within thirty days of that meeting, in the prescribed manner and with the prescribed fees or additional fees.
The first proviso to sub-section (1) states that if the financial statements are not adopted at the annual general meeting or an adjourned annual general meeting, the unadopted financial statements along with the required documents must still be filed with the Registrar within thirty days of the date of the annual general meeting. The Registrar will keep these as provisional records until the financial statements are filed after their adoption at the adjourned annual general meeting.
The second proviso to sub-section (1) says that financial statements adopted at the adjourned annual general meeting must be filed with the Registrar within thirty days of the date of that adjourned meeting, with such fees or additional fees as may be prescribed.
The third proviso to sub-section (1) provides that a One Person Company must file a copy of its financial statements, duly adopted by its member, along with all required attached documents, within one hundred eighty days from the closure of the financial year.
The fourth proviso to sub-section (1) requires a company to attach, along with its financial statements filed with the Registrar, the accounts of any subsidiary or subsidiaries that are incorporated outside India and have not established a place of business in India.
The fifth proviso to sub-section (1) deals with a foreign subsidiary that is not required to get its financial statement audited under the law of its country of incorporation and does not get such an audit done. In such a case, the requirement of the fourth proviso is met if the holding Indian company files the unaudited financial statement along with a declaration to that effect, and if the statement is in a language other than English, along with a translated copy in English.
Sub-section (2) covers the situation where the annual general meeting of a company for any year has not been held. In that case, the financial statements along with the required attached documents, duly signed, must be filed with the Registrar within thirty days of the last date before which the annual general meeting should have been held. This filing must also include a statement of facts and reasons for not holding the meeting, and must be done in the prescribed manner with the prescribed fees or additional fees.
Sub-section (3) sets out the penalty for failing to file the financial statements under sub-section (1) or sub-section (2) before the expiry of the specified period. The company is liable to a penalty of ten thousand rupees, and for continuing failure, a further penalty of one hundred rupees for each day the failure continues, subject to a maximum of two lakh rupees. Additionally, the managing director and the Chief Financial Officer of the company, if any, and in their absence, any other director charged by the Board with the responsibility of complying with this section, and in the absence of any such director, all the directors, are each liable to a penalty of ten thousand rupees, and for continuing failure, a further penalty of one hundred rupees for each day after the first during which the failure continues, subject to a maximum of fifty thousand rupees.
Official Text
(1) A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed 4***:
Provided that where the financial statements under sub-section (1) are not adopted at annual general meeting or adjourned annual general meeting, such unadopted financial statements along with the required documents under sub-section (1) shall be filed with the Registrar within thirty days of the date of annual general meeting and the Registrar shall take them in his records as provisional till the financial statements are filed with him after their adoption in the adjourned annual general meeting for that purpose:
Provided further that financial statements adopted in the adjourned annual general meeting shall be filed with the Registrar within thirty days of the date of such adjourned annual general meeting with such fees or such additional fees as may be prescribed 1***:
Provided also that a One Person Company shall file a copy of the financial statements duly adopted by its member, along with all the documents which are required to be attached to such financial statements, within one hundred eighty days from the closure of the financial year:
Provided also that a company shall, along with its financial statements to be filed with the Registrar, attach the accounts of its subsidiary or subsidiaries which have been incorporated outside India and which have not established their place of business in India. 1[Provided also that in the case of a subsidiary which has been incorporated outside India (herein referred to as “foreign subsidiary”), which is not required to get its financial statement audited under any law of the country of its incorporation and which does not get such financial statement audited, the requirements of the fourth proviso shall be met if the holding Indian company files such unaudited financial statement along with a declaration to this effect and where such financial statement is in a language other than English, along with a translated copy of the financial statement in English.]
(2) Where the annual general meeting of a company for any year has not been held, the financial statements along with the documents required to be attached under sub-section (1), duly signed along with the statement of facts and reasons for not holding the annual general meeting shall be filed with the Registrar within thirty days of the last date before which the annual general meeting should have been held and in such manner, with such fees or additional fees as may be prescribed 2***.
(3) If a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified 3[therein] the company shall be 4[liable to a penalty] of 5[ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of two lakh rupees,] and the managing director and the Chief Financial Officer of the company, if any, and, in the absence of the managing director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the directors of the company, shall be 6[shall be liable to a penalty of 7[ten thousand rupees] and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of 8[fifty thousand rupees.]