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Section 137

Copy of financial statement to be filed with Registrar

(1)
A copy of the financial statement, 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 within the time specified under section 403 :
Proviso

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:

Proviso

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 within the time specified under section 403 :

Proviso

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:

Proviso

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.

Proviso

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 listed 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 within the time specified under section 403 :.
(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 specified period in section 403 therein, the company shall be liable to a penalty punishable with fine of one thousand rupees for every day during which the failure continues but which shall not be more than ten lakh rupees, 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 liable to a penalty of ten thousand rupees one lakh rupees and in case of continuing failure, with further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand five lakh rupees punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees, or with both .
Notes, amendments & references (26)

Explanation. – For the purposes of this Act, the term ‘start-up’ or “start-up company” means a private company incorporated under the Companies Act, 2013 (18 of 2013) or the Companies Act, 1956 (1 of 1956) and recognised as start-up in accordance with the notification issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry.

Refer General Circular No. 01/2022- Relaxation in levy of additional fees in filing of e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL and Non-XBRL and MGT 7 and 7A for year ended 31.03.2021 dated 14.02.2022. To view the circular, Click Here

Refer General Circular No. 17/2021- Relaxation in levy of additional fees in filing of e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL and Non-XBRL and MGT 7 and 7A for year ended 31.03.2021 dated 29.10.2021. To view the circular, Click Here

MCA relaxes additional fees and extends the last date to file forms AOC – 4, AOC – 4 (CFS), AOC – 4 XBRL and AOC – 4 Non-XBRL for the financial year ended 31.03.2020 under the Companies Act, 2013 up to 15.02.2021 vide its Circular dated 28.01.2021. To view the Circular, Click Here .

MCA further relaxes additional fees and extends the last date to file forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) under the Companies Act, 2013 for UT of J&K and UT of Ladakh up to 30.06.2020 vide its Circular dated 12.03.2020. To view the Circular, Click Here .

Relaxation of additional fees and extension of last date in filing of forms MGT-7 and AOC-4 for UT of J&K and UT of Ladakh upto 31.03.2020. To view the notification, Click Here

Relaxation of additional fees and extension of last date of filing AOC-4 NBFC(Ind AS) and AOC-4 CFS NBFC (Ind AS) for FY 2018-19 till 31.03.2020.To view the circular, Click Here

MCA has extended the last date to file Forms MGT-7, AOC-4, AOC-4 (CFS) and AOC-4 XBRL for the financial year ended 31.03.2019 for Companies having jurisdiction in the UT of J&K and UT of Ladakh upto 31.01.2020 vide its Circular dated 28.11.2019. To view the Circular. Click Here .

MCA has extended the last date to file Form AOC-4, AOC (CFS) AOC-4 XBRL upto 30.11.2019 and Form MGT-7 upto 31.12.2019 for the Financial Year ended 31.03.2019 vide its Circular dated 29.10.2019. To view the Circular. Click Here .

Extension of due date to file Form AOC-4, AOC (CFS) AOC-4 XBRL and e- Form MGT-7 for FY ended 31.03.2018 upto 31.12.2018 vide General Circular dated 29.10.2018. To view the Circular, Click Here

Refer General Circular 15/2015, 08/2016, 12/2016 and[14/2016(for the state of J&K)] for the extensions of last date of filling of AOC-4, AOC-4 XBRL , AOC-4 (CFS) e-forms under the Companies Act, 2013. To view the clarification, Click Here

Refer General Circular 13/2017 for extensions of last date of filing AOC-4 XBRL (using IndAS) e-forms for FY 2016-17. To view the clarification, Click Here

Refer General Circular 14/2017 for extensions of last date of filing AOC-4, AOC-4 XBRL and AOC-4 CFS (N0n-IndAS) e-forms for FY 2016-17. To view the clarification, Click Here

Refer rule 12 & Form No.AOC-4 Companies (Accounts) Rules, 2014.To view the rule, Click Here

Refer Rule 12 and Table annexed to the Companies (Registration Offices and Fees) Rules, 2014. To view the rule, Click Here

within the time specified under section 403 Omitted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 07.05.2018. To view commencement notification, Click Here

To view the notification of Companies Amendment Act,2017 Click Here

Refer Rule 12 and Table annexed to the Companies (Registration Offices and Fees) Rules, 2014.To view the rule, Click Here

Refer General Circular 11/2015. To view the circular, Click Here

Inserted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 07.05.2018. To view commencement notification, Click Here

Refer rule 12 and Table annexed to the Companies (Registration Offices and Fees) Rules, 2014. To view the rule, Click Here

Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 07.05.2018. To view commencement notification, Click Here

Substituted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 w.e.f., 02.11.2018. To view the Amendment Act, Click Here .

Inserted vide Companies (Amendment) Act, 2020 dated 28.09.2020 with effect from 21.12.2020. To view the Act, Click Here . To view the commencement notification, Click Here .

ten thousand rupees one lakh rupees and in case of continuing failure, with further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand five lakh rupees Substituted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 w.e.f., 02.11.2018 . To view the Amendment Act, Click Here .

Further the words “One lakh rupees substituted with “ten thousand rupees and Five lakh rupees substituted with “Fifty thousand rupees” vide Companies (Amendment) Act, 2020 dated 28.09.2020 with effect from 21.12.2020. To view the Act, Click Here . To view the commencement notification, Click Here .