# Filing of Financial Statements with Registrar — Section 137

## 1. Timeline for Filing FS with ROC

Scenario	Filing requirement
FS adopted at AGM	File FS, CFS & attached documents with ROC within 30 days of AGM. OPC: within 180 days from closure of FY.
FS NOT adopted at AGM	File unadopted FS within 30 days of AGM (ROC records them as provisional). After adoption in adjourned AGM, file adopted FS within 30 days of adjourned AGM.
AGM not held	File duly signed FS (with documents) + a statement of facts & reasons for not holding AGM within 30 days of last date by which AGM should have been held.

## 2. Foreign Subsidiary's Accounts

A company must attach accounts of every subsidiary which is incorporated outside India and has no established place of business in India.

Format: As per the Companies Act. If not possible, attach a statement indicating reasons for deviation.
If foreign subsidiary is not required to audit its FS → file unaudited FS with a declaration to this effect, aligned with the company's accounting policies.
If FS is in a language other than English → also file English translation.

## 3. Forms for Filing

Company	FS	CFS
NBFC required to comply with Ind AS	Form AOC-4 NBFC	Form AOC-4 CFS NBFC
Other companies	Form AOC-4	Form AOC-4 CFS

### XBRL Filing — Mandatory in Form AOC-4 XBRL

Applicable to:

Listed Company and its Indian subsidiaries, OR
Companies with paid-up capital ≥ ₹5 crores, OR
Companies with turnover ≥ ₹100 crores, OR
Companies required to prepare FS as per Ind AS

> Exempt from XBRL: NBFCs, HFCs, banking & insurance companies.

> Sticky rule: Once a company starts XBRL filing, it must continue in XBRL in succeeding years even if the criteria are no longer met.

### CSR Reporting

Companies on which CSR (Sec 135) is applicable must file Form CSR-2 with ROC as an addendum to the AOC-4 form for the relevant FY.

## 4. Penalty for Default

Defaulter	Penalty
Company	₹ 10,000 + ₹ 100/day continuing failure (max ₹ 2,00,000)
MD & CFO (or, if absent, director designated by BOD; or if none, all directors)	₹ 10,000 + ₹ 100/day after first day continuing failure (max ₹ 50,000)

Worked example

### Example 1

Example — Violation despite adopted-AGM filing: S Ltd. held its AGM but did not adopt the accounts; they were adopted later in an adjourned AGM and filed with ROC within 30 days of that adjourned AGM. However, S Ltd. failed to file the unadopted FS within 30 days of the original AGM. Conclusion: S Ltd. has violated Section 137 — both filings (unadopted + adopted) are required.

### Example 2

Example — OPC: An OPC closes its FY on 31 March 2026. It must file its FS in Form AOC-4 within 180 days, i.e., by 27 September 2026, since OPC is not required to hold an AGM.

⚠️ Common exam mistakes

Forgetting that in OPC, the 180-day period runs from closure of FY, not from any AGM.
Missing the rule that an unadopted FS must be filed within 30 days of the original AGM, even if accounts are later adopted at the adjourned AGM.
Confusing AOC-4 with AOC-4 CFS — CFS is filed separately in AOC-4 CFS.
Believing XBRL is optional once you cross the threshold — once a company files in XBRL it must continue in XBRL even if it falls below the criteria.
Overlooking Form CSR-2 as an addendum to AOC-4 for CSR-applicable companies.

Bare-Act text Section 137 · Companies Act, 2013 · click to expand

Section 137 — Copy of Financial Statement to be Filed with Registrar: A copy of the FS, including CFS, along with all documents required to be attached, duly adopted at AGM, shall be filed with the Registrar within 30 days of the AGM. Where FS are not adopted at AGM, unadopted FS shall be filed within 30 days and treated as provisional. Where AGM is not held, FS along with statement of facts and reasons shall be filed within 30 days of the last date by which AGM should have been held. OPC shall file within 180 days from closure of FY. Penalty: Company ₹10,000 + ₹100/day (max ₹2 lakhs); MD/CFO ₹10,000 + ₹100/day (max ₹50,000).

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Copy of Financial Statement to be Filed with Registrar (Section 137)

Worked example

⚠️ Common exam mistakes