Chapter IX - Accounts of Companies
Section 137
Section 137: copy of financial statement to be filed with Registrar
A company must file a copy of its financial statements, including any consolidated statement and required attachments, as adopted at the annual general meeting, with the Registrar within thirty days of the meeting.
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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 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 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 shall be liable to a penalty of ten thousand 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 fifty thousand rupees.
Introduction
Section 137 puts the adopted financial statements on the public record. It covers statements not adopted at the AGM, adjourned meetings, One Person Companies, companies that did not hold an AGM, and accounts of foreign subsidiaries.
The Companies (Amendment) Act, 2017 removed the references to the section 403 time limit and added the foreign-subsidiary unaudited-statement proviso (from 7 May 2018). Penalties replaced fine and imprisonment under the 2019 Amendment Act (deemed from 2 November 2018) and were reduced to their present amounts by the 2020 Amendment Act (from 21 December 2020).
Key takeaways
Thirty days from the AGM
File the adopted statements and attachments within thirty days of the AGM, in the prescribed manner with the prescribed fee or additional fee.
Special cases
Unadopted statements are filed provisionally within thirty days of the AGM; an OPC files within one hundred and eighty days of the financial year end; if no AGM is held, file within thirty days of the last date for holding it.
Penalties
Company: ₹10,000 plus ₹100 per day, up to ₹2 lakh. Responsible directors: ₹10,000 plus ₹100 per day after the first, up to ₹50,000.
Filing after adoption
A copy of the financial statements, including any consolidated financial statement, with all documents required to be attached, duly adopted at the annual general meeting, must be filed with the Registrar within thirty days of the date of the meeting, in the prescribed manner and with the prescribed fees or additional fees.
- India Code — consolidated Companies Act, 2013, section 137
- Gazette of India — Companies Act, 2013 as enacted (No. 18 of 2013), section 137
- eGazette — MCA notification S.O. 902(E), 26 March 2014 - listed provisions in force from 1 April 2014
- eGazette — Companies (Amendment) Act, 2017 (No. 1 of 2018)
- eGazette — MCA notification S.O. 1833(E) - listed sections of Act 1 of 2018 in force from 7 May 2018
- eGazette — Companies (Amendment) Act, 2019 (No. 22 of 2019)
- eGazette — Companies (Amendment) Act, 2020 (No. 29 of 2020)
- eGazette — MCA notification S.O. 4646(E) - listed sections of Act 29 of 2020 in force from 21 December 2020
Statements not adopted at the AGM
If the statements are not adopted at the AGM or adjourned AGM, the unadopted statements and required documents must still be filed within thirty days of the AGM. The Registrar takes them on record as provisional until the statements adopted at the adjourned AGM are filed.
Statements adopted at an adjourned AGM must be filed within thirty days of that adjourned meeting with the prescribed fees or additional fees.
One Person Companies, foreign subsidiaries and missed AGMs
A One Person Company files its statements, duly adopted by its member, with the required attachments within one hundred and eighty days from the close of the financial year.
A company must attach the accounts of its subsidiaries incorporated outside India that have not established a place of business in India. Where such a foreign subsidiary is not required to be audited under the law of its country and is not audited, the holding Indian company may file the unaudited statement with a declaration to that effect and, if not in English, an English translation.
If the AGM for a year has not been held, the statements and required documents, duly signed, with a statement of facts and reasons for not holding the AGM, must be filed within thirty days of the last date by which the AGM should have been held.
Penalties
If the statements are not filed before the expiry of the period specified, the company is liable to a penalty of ten thousand rupees and, for continuing failure, one hundred rupees for each day of failure, up to two lakh rupees.
The managing director and the Chief Financial Officer, if any; in their absence, any director charged by the Board with compliance; and in the absence of such a director, all the directors, are liable to a penalty of ten thousand rupees and, for continuing failure, one hundred rupees for each day after the first, up to fifty thousand rupees. The enacted text of sub-section (3) reads “shall be shall be liable”, a drafting result of the 2019 substitution that India Code also prints.
Practical preparation
Diary thirty days from the AGM (or adjourned AGM); assemble the consolidated statement and all required attachments; for an OPC, diary one hundred and eighty days from year end; collect foreign subsidiary accounts and any declaration and English translation; if the AGM was not held, prepare the statement of facts and reasons; identify the managing director, CFO or charged director responsible for filing.
Practical checklist
Do
- File provisional unadopted statements within thirty days if adoption is adjourned.
- Obtain foreign subsidiary accounts early; translations take time.
- Name, by Board resolution, the director charged with filing where there is no managing director or CFO.
Avoid
- Do not wait for an adjourned meeting before filing anything; unadopted statements are due within thirty days of the AGM.
- Do not skip filing because the AGM was not held; sub-section (2) requires filing with reasons.
Illustrative example
Hypothetical: AGM adjourned before adoption
Members adjourn the AGM without adopting the financial statements because the auditor’s report needs further discussion.
Provisional filing
File the unadopted statements and required documents within thirty days of the original AGM.
Adoption
Adopt the statements at the adjourned AGM.
Final filing
File the adopted statements within thirty days of the adjourned meeting with the prescribed fees.
Outcome
- The Registrar treats the first filing as provisional until the adopted statements are filed.
Glossary
- Registrar
- The Registrar of Companies with whom the financial statements are filed.
- Provisional record
- Unadopted statements taken on record by the Registrar until adopted statements are filed.
- Foreign subsidiary
- A subsidiary incorporated outside India, as referred to in the fifth proviso to section 137(1).
Frequently asked questions
When must financial statements be filed with the Registrar?
Within thirty days of the annual general meeting at which they are adopted, in the prescribed manner with the prescribed fee or additional fee.
What is the deadline for a One Person Company?
One hundred and eighty days from the close of the financial year, for the statements adopted by its member with the required attachments.
What is the penalty for late filing?
The company: ₹10,000 plus ₹100 per day of continuing failure, up to ₹2 lakh. The responsible directors: ₹10,000 plus ₹100 per day after the first, up to ₹50,000.
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Contact BizeneedLast updated 11 October 2026