Section 137 Of Companies Act 2013 – Filing Of Financial Statement

Filing of Financial Statements

1) Adopted Financial Statements

A copy of the financial statements that are duly adopted at the Annual General Meeting (AGM) of the company has to be filed with the Registrar of Companies (ROC) within 30 days in such manner, with such fees or additional fees as may be prescribed within the time specified.

Such financial statement also includes Consolidated Financial Statement (CFS) of the company. Every company is supposed to file the financial statements with Registrar together with Form AOC-4 and with Form AOC-4 CFS in case the consolidated financial statement is also added.

Any document can be filed after 30 days but maximum within 270 days with additional fees as may be prescribed from the date by which it should have been filed.

2) Unadopted Financial Statements

If the financial statements are not adopted at AGM or adjourned AGM, such unadopted financial statements along with the required documents should be filed with the Registrar within a period of 30 days from the date of annual general meeting.

The Registrar should put such unadopted financial statement in his records as provisional till their adoption in the adjourned AGM for that purpose.

In case the financial statements are adopted in the adjourned AGM then they shall be filed with the Registrar within a period of 30 days of the date of such adjourned AGM with additional fees as may be prescribed.

3) One Person Company (OPC)

A One Person Company (OPC) has to file a copy of the financial statements adopted by its member, along with all the documents which are required to be attached to such financial statements, within a period of 180 days from the end of the financial year.

4) Company having Subsidiaries

A company along with its financial statements to be filed with the Registrar should attach the accounts of its subsidiary or subsidiaries which have been incorporated outside India and which have not corroborated their place of business in India.

5) If AGM not held

If the AGM of a company has not been held in that year, the financial statements along with the required documents to be attached, signed along with the statement specifying the reasons for not holding the AGM has to 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.

6) Using XBRL taxonomy

The following class of companies should file their financial statement and other documents in e-form AOC-4 XBRL with the Registrar for the financial years commencing on or after 1st April, 2014 using the XBRL taxonomy, namely:

1. all the companies listed in any Stock Exchange(s) in India and their Indian subsidiaries; or
2. all the companies having a paid up capital of minimum ₹5 crore or above;
3. all the companies having a turnover of minimum ₹100 crore or above; or
4. all the companies which are listed under the Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2011.

Note

1. The companies working in Banking, Insurance, Power Sector and Non-Banking Financial companies are exempted from XBRL filing.
2. The term “Extensible Business Reporting Language” is a standardised language for communication in e-form to express, report or file financial information by companies under the Companies (Accounts) Rules, 2014.

Penalty for not filing Financial Statement

If a company fails to file the copy of the financial statements before the expiry of the period:

1) The company shall be punishable with fine of ₹1000 per day during which the failure continues but which should not be more than ₹10 lakhs; and

2) The Managing Director (MD) and the Chief Financial Officer (CFO) of the company, in the absence of the MD and the CFO, any other director who is charged by the Board with the responsibility of adhering to the provisions, and, in the absence of any such director, all the directors of the company, is punishable with:

• Imprisonment for a term of maximum 6 months; or
• Fine between ₹1 lakh and ₹5 lakhs; or
• With both i.e. imprisonment and fine.

Section 137 of the Companies Act 2013

[Copy of financial statement to be filed with Registrar]

(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.

Forms AOC-4/AOC-4XBRL/AOC-4CFS/AOC-4 NBFC

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Mandatory Attachments to Form AOC-4

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Signing of e-Form AOC-4

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Certification of Practicing Professional (except for small company)

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Form MGT-7

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Mandatory attachments to Form MGT-7/MGT-7A

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Filing fees

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Signing of e-Form MGT-7

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Certification of Practicing Professional

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FAQ’s

1. What are the consequences of not filing annual return with ROC?
   • Consequences of not filing of annual returns on Company:- If any company does not file annual returns timely then company have to pay additional fees of Rs. 100 per day per form for filing annual returns after due date.
2. What are the requirements for XBRL reporting?
   • Documents Required for AOC-4 XBRL
   • Profit and loss statement.
   • Balance sheet.
   • Cash flow statement.
   • Schedules related to profit and loss statement and balance sheet.
   • Statement of subsidiaries under Section 129 of the Companies Act, 1956.
   • Boards’ report, audit report and annual report.
3. Is ROC filing mandatory every year?
   • The annual ROC compliances are detailed reporting of the business procedures that every registered company/LLP in India should submit within the due date prescribed in the Companies Act, 2013 and Companies Rules. The companies/LLP must file the ROC forms with ROC without fail, or else they will have to pay a penalty.
4. Is ROC filing mandatory?
   • The companies incorporated as per the Companies Act, 1956 and Companies Act, 2013 are required to do ROC Filing annually with the Registrar of Companies, in order to check its compliance with the laws and the provisions.
5. Where is XBRL mandatory?
   • It is mandated for listed companies in the United States, Belgium, UK, Denmark etc. At a European level, EBA and EIOPA have also mandated the use of XBRL for national regulators and in many cases the mandate has been extended to the local financial institutions as well.
6. Who is eligible for ROC?
   • List of shareholders, debenture holders. An Approval letter for the extension of AGM. Copy of MGT- 8 ( the paid-up share capital of 10 crore rupees or more or turnover of 50 crore rupees or more)
7. Who should not file XBRL?
   • Do sole-proprietors and partnerships need to file financial statements in XBRL format? Sole-proprietors and partnerships are not required to file financial statements with ACRA. Filing of financial statements (PDF / XBRL format) is only applicable to companies.
8. Which company can be removed from ROC?
   • Introduction. The name of a Company can be removed from the ‘Register of Companies’ by the Registrar of Companies (ROC), in case certain conditions are not fulfilled by the Company, for example, the Company fails to commence it’s operations within the prescribed time period, etc.