Chapter IX - Accounts of Companies
Section 136
Section 136: member’s right to copies of audited financial statements
Financial statements, the auditor’s report and attached documents must be sent to members, debenture trustees and other entitled persons at least twenty-one days before the general meeting where they are laid.
On this page
Need advice on Section 136?
This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) a copy of the financial statements, including consolidated financial statements, if any, auditor’s report and every other document required by law to be annexed or attached to the financial statements, which are to be laid before a company in its general meeting, shall be sent to every member of the company, to every trustee for the debenture-holder of any debentures issued by the company, and to all persons other than such member or trustee, being the person so entitled, not less than twenty-one days before the date of the meeting: Provided that if the copies of the documents are sent less than twenty-one days before the date of the meeting, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by members— (a) holding, if the company has a share capital, majority in number entitled to vote and who represent not less than ninety-five per cent. of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or (b) having, if the company has no share capital, not less than ninety-five per cent. of the total voting power exercisable at the meeting: Provided further that in the case of a listed company, the provisions of this sub-section shall be deemed to be complied with, if the copies of the documents are made available for inspection at its registered office during working hours for a period of twenty-one days before the date of the meeting and a statement containing the salient features of such documents in the prescribed form or copies of the documents, as the company may deem fit, is sent to every member of the company and to every trustee for the holders of any debentures issued by the company not less than twenty-one days before the date of the meeting unless the shareholders ask for full financial statements: Provided also that the Central Government may prescribe the manner of circulation of financial statements of companies having such net worth and turnover as may be prescribed: Provided also that a listed company shall also place its financial statements including consolidated financial statements, if any, and all other documents required to be attached thereto, on its website, which is maintained by or on behalf of the company: Provided also that every listed company having a subsidiary or subsidiaries shall place separate audited accounts in respect of each of subsidiary on its website, if any: Provided also that a listed company which has a subsidiary incorporated outside India (herein referred to as “foreign subsidiary”)— (a) where such foreign subsidiary is statutorily required to prepare consolidated financial statement under any law of the country of its incorporation, the requirement of this proviso shall be met if consolidated financial statement of such foreign subsidiary is placed on the website of the listed company; (b) where such foreign subsidiary 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 holding Indian listed company may place such unaudited financial statement on its website and where such financial statement is in a language other than English, a translated copy of the financial statement in English shall also be placed on the website. (2) A company shall allow every member or trustee of the holder of any debentures issued by the company to inspect the documents stated under sub-section (1) at its registered office during business hours. Provided that every company having a subsidiary or subsidiaries shall provide a copy of separate audited or unaudited financial statements, as the case may be, as prepared in respect of each of its subsidiary to any member of the company who asks for it. (3) If any default is made in complying with the provisions of this section, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees.
Introduction
Section 136 gives members access to the documents that will be laid at the general meeting. The Companies (Amendment) Act, 2017 removed the reference to section 101, added a short-notice route by members’ agreement, and revised the subsidiary website and copy provisions. India Code records these changes as effective from 9 February 2018.
Listed companies have additional website obligations, including separate accounts of subsidiaries and special rules for foreign subsidiaries.
Key takeaways
21-day rule
Copies go to every member, debenture trustee and other entitled person at least twenty-one days before the meeting.
Shorter period by consent
Copies sent late are deemed duly sent if members agree: a majority in number holding at least 95% of the voting paid-up capital, or at least 95% of total voting power where there is no share capital.
Penalty
Company: ₹25,000. Each officer in default: ₹5,000.
What must be sent and when
The financial statements, including any consolidated financial statements, the auditor’s report and every other document required by law to be annexed or attached, which are to be laid before the general meeting, must be sent at least twenty-one days before the meeting. They go to every member, every trustee for debenture-holders, and every other person entitled to them. If they are sent later, they are deemed duly sent if the members specified in the first proviso agree.
Listed company options and website duties
A listed company complies if it makes the documents available for inspection at its registered office for twenty-one days before the meeting and sends a statement of salient features in the prescribed form, or full copies, at least twenty-one days before, unless shareholders ask for full financial statements. It must place its financial statements and attachments on its website, and separate audited accounts of each subsidiary on its website, if any. For foreign subsidiaries, the consolidated statement may be used where the foreign law requires one, and unaudited statements, with an English translation where needed, may be used where no audit is required or done.
Inspection, subsidiary copies and penalty
Every member and debenture trustee may inspect the documents at the registered office during business hours. A company with subsidiaries must give any member who asks a copy of the separate audited or unaudited financial statements prepared for each subsidiary. For default, the company is liable to a penalty of ₹25,000 and every officer in default to a penalty of ₹5,000. The Central Government may prescribe the manner of circulation for companies with prescribed net worth and turnover, so check the current rules.
Practical preparation
Fix the meeting date and the dispatch date at least twenty-one days earlier. Prepare the full set of attachments. Record each dispatch. For listed companies, upload the documents to the website, including subsidiary accounts. If dispatch will be late, obtain the members’ agreement required by the first proviso. Keep the documents ready for inspection.
Practical checklist
Do
- Keep dispatch evidence for every member and debenture trustee.
- Record members’ agreements to a shorter period with their holdings, to show the 95% test is met.
Avoid
- Do not leave out consolidated statements or required attachments from the circulated set.
- Do not refuse a member who asks for a subsidiary’s financial statements.
Illustrative example
Hypothetical: late audit sign-off
An unlisted company’s audit finishes late, leaving fewer than twenty-one days before the AGM.
Consent
Obtain agreement from the members who meet the majority-and-95% test.
Dispatch
Send the full set of documents and record the dispatch.
Inspection
Keep the documents available at the registered office.
Outcome
- The late copies are deemed duly sent under the first proviso.
Glossary
- Statement of salient features
- An abridged statement in the prescribed form that a listed company may send under the second proviso, along with inspection at its office.
- Foreign subsidiary
- A subsidiary incorporated outside India, as referred to in the listed-company proviso.
Frequently asked questions
Can the financial statements be sent less than 21 days before the AGM?
Yes, if members agree as required by the first proviso: for a company with share capital, a majority in number entitled to vote who hold at least 95% of the paid-up share capital carrying voting rights.
What is the penalty for default?
The company is liable to a penalty of ₹25,000, and each officer in default to ₹5,000.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026