Amended and updated notes on section 137 of Companies Act 2013. Detail discussion on provisions and rules related to copy of financial statement to be filed with Registrar.
Chapter IX (Sections 128–138) of the Companies Act, 2013 (CA 2013) deals with the provisions related to accounts of companies. Section 137 of CA 2013 provides for copy of financial statement to be filed with Registrar.
Recently, we have discussed in detail section 136 (Copy of financial statement to be filed with Registrar) of CA 2013. Today, we learn the provisions of section 137 of Companies Act 2013 read with the Companies (Accounts) Rules, 2014.
Section 137 of the Companies Act, 2013 has been notified by the Ministry of Corporate Affairs (MCA) vide Notification No. S.O. 902(E) issued dated 27.03.2014. This notification shall come into force from 1st April, 2014 i.e. the commencement date of section 137 is 01-04-2014.
The provisions of Section 137 of the Companies Act, 2013 (CA 2013) come into force on 1st April, 2014 vide Notification No. S.O. 902(E) is sued dated 27-03-2014. Section 137 provides for copy of financial statement to be filed with Registrar. Section 137 of CA 2013 corresponds to section 220 of the Companies Act, 1956 i.e. three copies of balance-sheet, etc., to be filed with Registrar.
| Name of Act | The Companies Act 2013 |
|---|---|
| Enacted by | Parliament of India |
| Administered by | Ministry of Corporate Affairs (MCA) |
| Number of Chapters | 29 |
| Number of Sections | 484 (470-43+57) |
| Number of Schedules | 7 |
| You are reading: | |
| Chapter No. | IX |
| Chapter Name | Accounts of Companies |
| Section No. | 137 |
| Section Name | Copy of financial statement to be filed with Registrar |
| Monthly Updated Edition | Company Law PDF |
Filing of Adopted Financial Statements of Companies [Section 137(1)]:
A copy of the financial statements duly adopted at the Annual General Meeting (AGM) of the company shall be filed with the Registrar of Companies (ROC) within 30 days of the date of such AMG in such manner, with such fees or additional fees as may be prescribed within the time specified under section 403. The fees or additional fees referred to in sub-section (1) of section 137 shall be as specified in the Companies (Registration Offices and Fees) Rules, 2014.
Such financial statement shall also include Consolidated Financial Statement (CFS) of the company, if any. As per Rule 12(1) of the Companies (Accounts) Rules, 2014, every company shall file the financial statements with Registrar together with Form AOC-4 and the consolidated financial statement, if any, with Form AOC-4 CFS.
Financial statement shall be filed along with all the documents which are required to be or attached to such financial statements under the CA 2013. However, any document may also be filed after 30 days but within a period of 270 days from the date by which it should have been filed on payment of such additional fee as may be prescribed.
Filing of Unadopted Financial Statements of Companies [First and Second Proviso of Section 137(1)]:
Where the financial statements are not adopted at AGM or adjourned AGM, such unadopted financial statements along with the required documents shall be filed with the Registrar within 30 days of the date of annual general meeting.
The Registrar shall take such unadopted financial statement 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.
However, if the financial statements adopted in the adjourned AGM then they shall be filed with the Registrar within 30 days of the date of such adjourned AGM with such fees or such additional fees as may be prescribed within the time specified under section 403 of CA 2013. The fees or additional fees referred to in the second proviso of section 137 shall be as specified in the Companies (Registration Offices and Fees) Rules, 2014.
Filing of Financial Statement by One Person Company [Third Proviso of Section 137(1)]
A One Person Company (OPC) 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 180 days from the closure of the financial year.
Filing of Financial Statement of Company having Subsidiaries [Section 137(1)]:
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.
Filing of Financial Statement if AGM not held [Section 137(2)]:
Where the AGM of a company for any year has not been held, the financial statements along with the documents required to be attached, duly signed along with the statement of facts and reasons for not holding the AGM shall be filed with the ROC within 30 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 of CA 2013.
The fees or additional fees referred to in sub-section (2) of section 137 shall be as specified in the Companies (Registration Offices and Fees) Rules, 2014.
Penalty for not filing Financial Statement within time [Section 137(3)]
If a company fails to file the copy of the financial statements u/s 137(1) or 137(2), as the case may be, before the expiry of the period specified in section 403 of the Companies Act, 2013:
1) The company shall be punishable with fine of ₹1000 every day during which the failure continues but which shall not be more than ₹10 lakhs; and
2) The Managing Director (MD) and the Chief Financial Officer (CFO) of the company, if any, and, in the absence of the MD and the CFO, any other director who is charged by the Board with the responsibility of complying with the provisions of section 137, and, in the absence of any such director, all the directors of the company, shall be punishable with:
i) Imprisonment for a term which may extend to 6 months; or
ii) Fine which shall not be less than ₹1 lakh but which may extend to ₹5 lakhs; or
iii) Both with imprisonment and fine.
Filing of Financial Statement using XBRL taxonomy
As per Rule 3 of the Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2015, the following class of companies shall file their financial statement and other documents under section 137 with the Registrar in e-form AOC-4 XBRL for the financial years commencing on or after 1st April, 2014 using the XBRL taxonomy, namely:
- (i) all companies listed with any Stock Exchange(s) in India and their Indian subsidiaries; or
- (ii) all companies having paid up capital of ₹5 crore or above;
- (iii) all companies having turnover of ₹100 crore or above; or
- (iv) all companies which were hitherto covered under the Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2011.
Note that the companies in Banking, Insurance, Power Sector and Non-Banking Financial companies are exempted from XBRL filing. The term “Extensible Business Reporting Language” means a standardised language for communication in electronic form to express, report or file financial information by companies under the Companies (Accounts) Rules, 2014.
Section 137 of Companies Act 2013: Copy of financial statement to be filed with Registrar
Section 137 shall come into force on 1st day of April, 2014 vide Notification No. S.O. 902(E) dated 27th March, 2014.
(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:
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:
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.
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.
(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 therein, the company shall be liable to a penalty 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 liable to a penalty of one lakh 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 five lakh rupees.