Section 137 of Companies Act, 2013 – Copy of Financial Statement to be Filed with Registrar

SECTION 137. COPY OF FINANCIAL STATEMENT TO BE FILED WITH REGISTRAR

[Effective from 1st April, 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 [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 [5] [***] :

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.

[6] [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 [7] [***].

(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 [8][therein] , the company shall be [liable to a penalty][9] 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 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][10].

Applicable Rules

Companies (Accounts) Rules, 2014

[Effective from 1st April, 2014]

Rule 12. Filing of financial statements and fees to be paid thereon.—(1) 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.

[11] [(1A) Every Non-Banking Financial Company (NBFC) that is required to comply with Indian Accounting Standards (Ind AS) shall file the financial statements with Registrar together with Form AOC-4 NBFC (Ind AS) and the consolidated financial statement, if any, with Form AOC-4 CFS NBFC (Ind AS).]

(2) The class of companies as may be notified by the Central Government from time to time, shall mandatorily file their financial statement in Extensible Business Reporting Language (XBRL) format and the Central Government may specify the manner of such filing under such notification for such class of companies.

Explanation.—For the purposes of this sub-rule, 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 this rule.

(3) The fees or additional fees referred to in sub-section (1) of section 137 and in the second proviso to the said sub-section and in sub-section (2) of the said section shall be as specified in the Companies (Registration Offices and Fees) Rules, 2014.

[1]Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2015.

[Effective from 9th September, 2015]

Rule 2. Definitions.— (1) In these rules, unless the context otherwise requires,—

(a) “Act” means the Companies Act, 2013;

(b) “Annexure” means annexures appended to these rules;

(c) “Documents and forms” means the documents and forms required to be filed with any authority as specified under the Act or rules or regulations made thereunder;

(d) “Extensible Business Reporting Language” (XBRL), means a standardized language for communication in electronic form to express, report or file financial information by the companies under the Act;

(e) “Taxonomy” means in XBRL, an electronic dictionary for reporting the business data as approved by the Central Government in respect of any documents or forms indicated in these rules.

(2) Words and expressions used in these rules but not defined and defined in the Act or in the Companies (Specification of definitions details) Rules, 2014 shall have the meanings respectively assigned to them in the Act and said rules.

Rule 3. Filing of financial statement with Registrar:- [2][ (1)The following class of companies shall file their financial statements and other documents under section 137 of the Act with the Registrar in e-form AOC-4 XBRL as per Annexure-I:-

(i) companies listed with stock exchanges in India and their Indian subsidiaries;

(ii) companies having paid up capital of five crore rupees or above;

(iii) companies having turnover of one hundred crore rupees or above;

(iv) all companies which are required to prepare their financial statements in accordance with Companies  (Indian Accounting Standards) Rules, 2015:

Provided that the companies preparing their financial statements under the Companies (Accounting Standards) Rules, 2006 shall file the statements using the Taxonomy provided in Annexure-II and companies preparing their financial statements under Companies (Indian Accounting Standards) Rules, 2015, shall file the statements using the Taxonomy provided in Annexure-II A:

Provided further that non-banking financial companies, housing finance companies and companies engaged in the business of banking and insurance sector are exempted from filing of financial statements under these rules.]

[3] [(2) The companies which have filed their financial statements under sub-rule (1) shall continue to file their financial statements and other documents though they may not fall under the class of companies specified therein in succeeding years.

(3) The companies which have filed their financial statements under the erstwhile rules, namely the Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2011, shall continue to file their financial statements and other documents as prescribed in sub-rule (1) though they do not fall under the class of companies specified therein.]

Rule 4. Filing of cost audit report.—A company required to furnish cost audit report and other documents to the Central Government under sub-section (6) of section 148 of the Act and rules made thereunder, shall file such report and other documents using the XBRL taxonomy given in Annexure-III for the financial years commencing on or after 1st April, 2014 in e-Form CRA-4 specified under the Companies (Cost Records and Audit) Rules, 2014.]

Applicable Circulars

Clarification with regard to circulation and filing of financial statement

General Circular No. 11/2015 dated 21-7-2015

Stakeholders have drawn attention to the proviso to section 101(1) of the Companies Act, 2013 (Act) which allows general meetings to be called at a shorter notice than twenty one days, and sought clarification as to whether provisions of section 136 would also allow circulation of financial statements at a shorter notice if conditions under section 101 are fulfilled.

1.2 The matter has been examined and it is clarified that a company holding a general meeting after giving a shorter notice as provided under section 101 of the Act may also circulate financial statements (to be laid/considered in the same general meeting) at such shorter notice.

2.1 Attention has also been drawn to the provisions of clause (a) of fourth proviso to section 136(1) which require every company having a subsidiary or subsidiaries to place on its website, if any, separate audited accounts in respect of each of its subsidiary. Further, fourth proviso to section 137(1)requires that a company shall attach along with its financial statements to be filed with the Registrar, the accounts of its subsidiary(ies) which have been incorporated outside India and which have not established their place of business in India. Clarification has been sought on—

(a) Whether a company covered under above provisions can place/file unaudited accounts of a foreign subsidiary if the audit of such foreign subsidiary is not a mandatory legal requirement in the country where such foreign subsidiary has been incorporated and such audit has not been conducted, and;

(b) Whether accounts of such foreign subsidiary would need to be as per format under Schedule III/Accounting Standards or the format as per country of incorporation of the foreign subsidiary would be sufficient.

2.2 The matter has been examined in the Ministry in consultation with ICAI and it is clarified that in case of a foreign subsidiary, which is not required to get its accounts audited as per legal requirements prevalent in the country of its incorporation and which does not get such accounts audited, the holding/parent Indian may place/file such unaudited accounts to comply with requirements of Section 136(1) and 137(1) as applicable. These, however, would need to be translated in English, if the original accounts are not in English. Further, the format of accounts of foreign subsidiaries should be, as far as possible, in accordance with requirements under Companies Act, 2013. In case this is not possible, a statement indicating the reasons for deviation may be placed/filed alongwith such accounts.

Relaxation of additional fees and extension of last date of filing of AOC-4, AOC-4 XBRL and MGT-7 EForms under the Companies Act, 2013

General circular No. 14/ 2015 dated 28-10-2015

In continuation of this Ministry’s General Circular No.10/2015 dated 13.07.2015, keeping in view the request received from various stakeholders, it has been decided to relax the additional fee payable on forms AOC-4 and AOC-4 XBRL upto 30th November, 2015. The additional fee requirement for MGT-7 EForm is also relaxed for all such forms filed till 30th November, 2015, wherever additional fee is applicable.

Relaxation of additional fees and extension of last date of in filing of forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) under the Companies Act, 2013

General circular No. 15/ 2015 dated 30/11/2015

In continuation of this Ministry’s General Circular 14/2015 dated 28.10.2015, keeping in view requests received from various stakeholders, it has been decided to relax the additional fees payable on eForms AOC-4, AOC (CFS), AOC-4 XBRL and e- Form MGT-7 upto 30.12.2015, wherever additional fee is applicable.

Relaxation of additional fees and extension of last date of in filing of
forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) under the
Companies Act, 2013- State of Tamil Nadu and UT of Puducherry 

General Circular No. 16/2015 dated 30-12-2015

In continuation of this Ministry’s General circular 15/2015 dated 30.11.2015, keeping in view the requests received from various stakeholders stating that due to heavy rains and floods in the State of Tamil Nadu and UT of Puducherry, the normal life/work was affected, it has been decided to relax the additional fees payable for the State of Tamil Nadu and UT of Puducherry on e-forms AOC-4, AOC (CFS) AOC-4 XBRL and e- Form MGT-7 upto 30.01.2016, wherever additional fee is applicable.

Relaxation of additional fees and extension of last date of in filing AOC-4, AOC-4 (XBRL), AOC-4(CFS) and MGT-7 under the Companies Act, 2013

General circular No. 08/ 2016 dated 29/07/2016

The Ministry have revised form AOC-4 which would be deployed shortly. Further, Form AOC-4 (XBRL) and Form AOC-4 (CFS) are also under revision and this may be available for deployment by end of August, 2016.

2. As per the relevant provisions of the Companies Act, 2013 the financial statements and Annual Returns will have to be filled by the Companies within 30 days and 60 days of conclusion of AGM or the last day by which AGM ought to have been held, as the case may be.

3. In the light of the above and keeping in view that some time could be required for companies to get familiarized with filing of the new forms, it has been decided to allow companies to file financial statements and Annual Returns on or before 29.10.2016 where due date for holding of the Annual General Meeting is on or after 01.04.2016, without payment of additional filing fee.

Relaxation of additional Fees and extension of last date for filing AOC-4, AOC-4 (XBRL), AOC-4 (CFS) and MGT-7 eforms under the Companies Act, 2013

General Circular No. 12/2016 dated 27-10-2016

In continuation of this Ministry’s General circular No. 8/2016 dated 29.07.2016, keeping in view the requests received from various stakeholders it has been decided to further extend last date of filing financial statements and Annual Returns using e-forms AOC-4, AOC-4(XBRL),AOC-4 (CFS) and MGT-7  as the case may be without payment of additional filing fee, wherever applicable, till 29th November, 2016.

Relaxation of additional fees and extension of last date of filing of AOC-4 XBRL E-Forms using Ind AS under the Companies Act, 2013

General Circular No 01/ 2018 dated 28^th March, 2018

 In continuation of this Ministry’s General Circular No. 13/2017 dated 26.10.2017 and upon consideration of requests received from various stakeholders for extending the last date of filing of AOC-4 XBRL E-Forms using Ind AS under the Companies Act, 2013, it has been decided to extend the last date for filing of AOC-4 XBRL for all eligible companies required to prepare or voluntarily prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015 for the financial year 2016-17, without additional fee till 30^th April, 2018.

Relaxation of additional fees and extension of last date of filing of AOC-4 XBRL E-Forms using Ind AS under the Companies Act, 2013

General Circular No 04/ 2018 dated 27^th April, 2018

In continuation of this Ministry’s General Circular No. 13/2017 dated 26.10.2017, General Circular No. 01/2018 dated 28.03.2018 and upon consideration of requests received from various stakeholders for extending the last date of filing of AOC-4 XBRL E-Forms using Ind AS under the Companies Act, 2013, it has been decided to extend the last date for filing of AOC-4 XBRL for all eligible companies required to prepare or voluntarily prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015 for the financial year 2016-17, without additional fee till 31^st May, 2018.

Relaxation of additional fees and extension of last date of in filing of forms MGT-7 (Annual Return) and AOC-4 (Financial statement) under the Companies Act, 2013- State of Kerala

General Circular No 09/ 2018 dated 5^th October, 2018

Keeping in view the requests received from various stakeholders stating that due to heavy rains and floods in the State of Kerala, the normal life/work was affected, it has been decided to relax the additional fees payable to companies having registered office in the State of Kerala on e-forms AOC-4, AOC (CFS), AOC-4 XBRL and e- Form MGT-7 upto 31.12.2018, wherever additional fee is applicable.

Relaxation of additional fees and extension of last date of in filing of forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) under the Companies Act, 2013- – reg.

General Circular No 10/ 2018 dated 29^th October, 2018

Keeping in view the requests received from various stakeholders seeking extension of time for filing of financial statements for the financial year ended 31.03.2019 on account of various factors, it has been decided to extend the due date for filing of e-forms AOC-4, AOC-4 (CFS) AOC-4 XBRL upto 30.11.2019 and e-form MGT-7 upto 31.12.2019 by companies without levy of additional fee.

Relaxation of additional fees and extension of last date in filing of forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) under the Companies Act, 2013- UT of J&K and UT of Ladakh – reg.

General Circular No. 15/2019 dated 28th November, 2019

In continuation to General Circular No.13/2019 dated 29.10.2019 and keeping in view of the requests received from various stakeholders stating that due to disturbances in internet services and the normal work was affected in the UT of J&K and UT of Ladakh and sought extension of time for filing of financial statements for the financial year ended 31.03.2019. Therefore, it has been decided to extend the due date for filing of e-forms AOC-4, AOC-4 (CFS) AOC-4 XBRL and e-form MGT-7 upto 31.01.2020, for companies having jurisdiction in the UT of J&K and UT of Ladakh without levy of additional fee.

Relaxation of additional fees and extension of last date of filing of AoC-4 NBFC (lnd AS) and AoC-4 CFS NBFC (Ind AS) for FY 2018-19 under the Companies Act, 2013 -·reg.

General Circular No. 02/2020 dated 30th January, 2020

It is hereby informed that the two new eforms namely AoC-4 NBFC (Ind AS) and AoC- 4 CFS NBFC (Ind AS) are likely to be deployed on 31st January, 2020 and 17th February, 2020 respectively.

In view of above, it has been decided to extend the last date for filing of AoC-4 NBFC (Ind AS) and AoC-4 CFS NBFC (Ind AS) for all eligible companies for the FY 2018-19, without payment of additional fee till 31st March, 2020.

Relaxation of additional fees and extension of last date in filing of forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) under the Companies Act, 2013- UT of J&K and UT of Ladakh – reg.

General Circular No. 03/2020 dated 31st January, 2020

In continuation to General Circular No.15/2019 dated 28-11-2019 and keeping in view of the requests received from various stakeholders stating that due to disturbances in internet services and the normal work was affected in the UT of J &K and UT of Ladakh and sought extension of time for filing of financial statements for the financial year ended 31.03.2019. Therefore, it has been decided to further extend the due date for filing of e-forms AOC-4, AOC-4 (CFS) AOC4 XBRL and e-form MGT-7 upto 31.03.2020, for companies having jurisdiction in the UT of J&K and UT of Ladakh without levy of additional fee.

Relaxation of additional fees and extension of last date in filing of forms MGT-7
(Annual Return) and AOC-4 (Financial Statement) under the Companies Act, 2013-
UT of J&K and UT of Ladakh -reg.

General Circular No. 09/2020 dated 12^thMarch, 2020

ln continuation to General Circular No.03/2020 dated 31.01.2020 and keeping in view of the requests received from various stakeholders stating that due to disturbances in internet services and the normal work was affected in the UT of J&K and UT of Ladakh and sought extension of time for filing of financial statements for the financial year ended 31.03.2019. Therefore, it has been decided to further extend the due date for filing of e-forms AOC-4, AOC-4 (CFS) AOC4 XBRL and e-form MGT-7 upto 30.06.2020, for companies having jurisdiction in the UT of J&K and UT of Ladakh without levy of additional fee.

Relaxation on levy of additional fees in filing of e-forms AOC-4, AOC-4 (CFS). AOC-4 XBRL and AOC-4 Non-XBRL for the financial year ended on 31.03.2020 under the Companies Act. 2013 – reg.

General Circular No. 04/2021 dated 28^th January, 2021

Keeping in view of various requests received from stakeholders regarding relaxation on levy of additional fees for annual financial statement filings required to be done for the financial year ended on 31.03.2020, it has been decided that no additional fees shall be levied upto 15.02.2021 for the filing of e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL and AOC-4 Non-XBRL in respect of the financial year ended on 31.03.2020. During the said period, only normal fees shall be payable for the filing of the aforementioned e-forms.

Relaxation on levy of additional fees in filing of e-forms AOC-4, AOC-4 (CFS), AOC-4, AOC-4 XBRL AOC-4 Non-XBRL and MGT-7 / MGT -7A for the financial Year ended on 31.03.2021 under the Companies Act, 2Ol3 – reg.

General Circular No. 17/2021 dated 29^th October, 2021

Keeping in view of various requests received from stakeholders regarding relaxation on levy of additional fees for annual financial statement filings required to be done for thefinancial year ended on 31.03.2021, it has been decided that no additional fees shall be leviedupto31.12.2021 forthefiling of e-forms AOC-4, AOC-4 (CFS), AOC-4XBRL, AOC-4Non-XBRL and MGT-7/ MGT-7A in respect of the financial year ended on 31.03.2021. During the said period, only normal fees shall be payable for the filing of the aforementioned e-forms.

Relaxation on levy of additional fees in filing of e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL, AOC-4 Non-XBRL and MGT-7/MGT-7A for the financial year ended on 31.03.2021 under the Companies Act, 2013 – reg.

General Circular No. 22/2021 dated 29^th December, 2021

In continuation to Ministry’s General Circular No.17/2021 dated 29.10.2021, keeping in view various requests received from stakeholders regarding relaxation of levy of additional fees for annual financial statement/return filings required to be done for the financial year ended on 31.03.2021, it has been further decided that no additional fees shall be levied upto15.02.2022 for the filing of e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL, AOC-4 Non-XBPL and upto28.02.2022 for filing of e-forms MGT-7/MGT-7A in respect of the financial year ended on 31.03.2021 respectively. During the said period, only normal fees shall be payable for the filing of the aforementioned e-forms.

[1] Inserted by the Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2015 dated 9th September, 2015 vide F No. F. No. 1/19/2013-CL.

[2] Substituted by the Companies (Filing of Documents and Forms in Extensible Business Reporting Language), Amendment, Rules, 2017 vide Notification No. G.S.R.1372(E) dated 6^th November, 2017. Prior to the substitution it read as under:

“The following class of companies shall file their financial statement and other documents under section 137 of the Act, with the Registrar in e-form AOC-4 XBRL given in Annexure-I for the financial years commencing on or after 1st April, 2014 using the XBRL taxonomy given in Annexure II, 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 rupees five crore or above;

(iii) all companies having turnover of rupees hundred 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:

[Provided that the companies in banking, insurance, power sector, non-banking financial companies and housing finance companies need not file financial statements under this rule.”

[3] Inserted by the Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Amendment Rules, 2018 vide Notification No. File No. 1/19/2013-CL V dated 8th March, 2018.

[4] Omitted words”within the time specified under section 403″ by the Companies (Amendment) Act 2017 vide Notification No. S.O. 1833(E)  dated 7^th May, 2018.

[5] Omitted words”within the time specified under section 403″ by the Companies (Amendment) Act 2017 vide Notification No. S.O. 1833(E)  dated 7^th May, 2018.

[6] Inserted by the Companies (Amendment) Act 2017 vide Notification No. S.O. 1833(E) dated 7^th May, 2018.

[7] Omitted words”within the time specified under section 403″ by the Companies (Amendment) Act 2017 vide Notification No. S.O. 1833(E)  dated 7^th May, 2018.

[8] Substituted for the words “in section 403” by the Companies (Amendment) Act 2017 vide Notification No. S.O. 1833(E)  dated 7^th May, 2018.

[9]  Substituted for the words “punishable with fine ” by The Companies (Amendment) Ordinance , 2019 dated 12th January, 2019 effective from 2nd November, 2018.

[10] Substituted by The Companies (Amendment) Ordinance , 2019 dated 12th January, 2019 effective from 2nd November, 2018. Prior to substitution it read as under:-

“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.”

[11]  Inserted by Companies (Accounts) Amendment Rules, 2020 vide Notification No. F.No. 1/19/2013-CL-V-Part III dated 30th January, 2020.