Section 137 Companies Act: Copy of financial statement to be filed with Registrar

Section 137 of Companies Act: Copy of financial statement to be filed with Registrar

Official Bare Act Text

Override / Mandate Mens Rea (Intent) Actus Reus (Conduct) Punishment Limitation Monetary

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 within the time specified under section 403:

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 within the time specified under section 403:

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.

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 period specified in section 403, the company shall be 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, 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 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.

Statutory Defined Terms in this Section: (Click any term for official legal definition)

Company Sec 2(20) Director Sec 2(34) Financial Statement Sec 2(40) Tribunal Sec 2(90)

Legal Commentary & Landmark Judgments: Section 137

Section 137 of the Companies Act, 2013 mandates the compulsory filing of audited or unadopted financial statements and consolidated accounts with the Registrar of Companies within thirty days of the AGM in Form AOC-4, establishing severe civil penalties and triggering director disqualification for persistent default.

Thirty-Day Filing Rule via Form AOC-4: A copy of the financial statements, including consolidated statements, board reports, auditor reports, and accounts of subsidiaries, must be filed with the Registrar within thirty days of the annual general meeting in Form AOC-4 (or Form AOC-4 XBRL).
Compulsory Filing of Unadopted Accounts and Non-Held AGMs: Where accounts are not adopted at the AGM, unadopted accounts must be filed within thirty days as provisional statements until adopted accounts are submitted; where an AGM is not held, statements must be filed within thirty days of the last date on which the AGM ought to have been held, accompanied by written reasons.
Director Disqualification and Striking Off: Failure to file financial statements for any continuous period of three financial years automatically triggers statutory disqualification of all directors under Section 164(2)(a) and de-facto vacation of office under Section 167(1)(a), while non-filing for two consecutive years empowers the RoC to initiate strike-off under Section 248.

Key Landmark Precedents:

State of Bombay v. Bandhan Ram Bhandani, AIR 1961 SC 186: The Supreme Court held that the failure of corporate management to convene an annual general meeting cannot be pleaded as a defense or shield against prosecution for failing to file annual balance sheets with the Registrar of Companies.
M.K. Stanes v. Registrar of Companies, (1999) 97 Comp Cas 750 (Mad): The Madras High Court held that the statutory obligation to submit annual financial returns to the Registrar under the Companies Act is an ongoing, continuous duty; default continues until rectified and attracts continuing liabilities.
Mukut Pathak v. Union of India, 2019 SCC OnLine Del 11210: The Delhi High Court extensively analyzed the statutory interplay between Section 137 and Section 164(2)(a), holding that continuous non-filing of financial statements operates by law to disqualify directors across all boards on which they serve.

Courtroom Practice & Strategic Litigation Guidance:

When advising directors facing RoC show-cause notices for non-filing of accounts where boardroom deadlock prevented holding the AGM, file provisional unadopted accounts in Form AOC-4 immediately within thirty days of the statutory AGM deadline. This strategic filing stops the accrual of default under Section 137 and prevents the catastrophic disqualification of directors under Section 164(2)(a).

Section 137: Copy of financial statement to be filed with Registrar

Section 137 of Companies Act: Copy of financial statement to be filed with Registrar

Legal Commentary & Landmark Judgments: Section 137