Financial Statement and Consolidated Financial Statement (Section 129)

# Financial Statement & CFS — Section 129

## Part A — Financial Statement (Standalone)

### Quality Standards

FS shall:

• Give a true and fair view of state of affairs of the company,
• Comply with Accounting Standards (AS) notified under Section 133,
• Be in the form provided in Schedule III.

### Carve-outs from Schedule III Format

The Schedule III format does not apply to:

• Insurance companies;
• Banking companies;
• Companies engaged in generation or supply of electricity;
• Any other company for which the format of FS is specified in the Act governing it.

(These companies follow the format prescribed under their special law — e.g., Insurance Act, Banking Regulation Act, Electricity Act.)

### Subsidiary/Associate/JV Statement

The company shall attach a statement in e-Form AOC-1 containing salient features of FS of every subsidiary, associate, and joint venture, along with its own FS.

### Laying Before AGM

BOD shall lay FS for the FY at the company's AGM.

## Part B — Consolidated Financial Statement (CFS)

### When Required

If the company has subsidiary OR associate OR joint venture, it must prepare a CFS of itself together with all such entities — in addition to its own FS — and lay it before AGM along with its FS, in the same manner as its own FS.

### Format

• Prepared as per Schedule III and applicable AS.
• If the company is not required to prepare CFS under AS, it is sufficient to comply with Schedule III for CFS.

### Exemption from CFS (All Three Conditions Must Be Met)

CFS is not required if:

1. The ultimate or intermediate holding company files CFS with ROC under applicable AS;

2. The company is a wholly or partially owned subsidiary, AND all its members other than the holding company are intimated in writing (proof of delivery available) and do not object;

3. The company's securities are not listed and are not in the process of being listed in or outside India.

### Audit & Adoption Rules

Provisions for preparation, adoption, and audit of FS apply mutatis mutandis to CFS.

## Deviation from AS — Mandatory Disclosure

If FS do not comply with AS, the company must disclose:

• The deviation from AS,
• The reasons for deviation, and
• The financial effects arising from such deviation.

## CG Exemption Power

The Central Government may exempt any class of companies from any provision of Section 129.

## Penalty for Contravention

MD, WTD in charge of finance, CFO, or person charged with compliance by BOD — and if no such person, all directors — shall be punishable with:

• Imprisonment up to 1 year, OR
• Fine not less than ₹ 50,000 but extendable up to ₹ 5,00,000, OR
• Both.