Copy of Financial Statement to be Filed with Registrar (Section 137)
# Section 137 — Copy of Financial Statement to be Filed with Registrar
## 1. When AGM is Held — Section 137(1)
### (a) Where FS are Adopted at AGM
File copy of FS + CFS + other prescribed documents with Registrar (ROC) within 30 days of the date of AGM.
### (b) Where FS are NOT Adopted at AGM / Adjourned AGM
File unadopted FS with required documents within 30 days of the date of AGM.
Registrar takes them in his records as provisional.
If later adopted in adjourned AGM, file again with Registrar within 30 days of the date of such adjourned AGM, with prescribed fees / additional fees.
## 2. When AGM is NOT Held — Section 137(2)
File the FS along with the documents required to be attached, duly signed, along with a statement of facts and reasons for not holding the AGM.
Filing within 30 days of the LAST DATE before which the AGM should have been held.
## 3. One Person Company (OPC)
File a copy of FS duly adopted by its sole member, along with all attached documents.
Within 180 days from the closure of the financial year.
(Because OPC does not hold an AGM.)
## 4. Company Having Subsidiaries
### Foreign subsidiaries:
Indian holding company must attach accounts of subsidiaries incorporated outside India which have not established a place of business in India.
### Foreign subsidiary not audited abroad:
If a foreign subsidiary is not required to get its FS audited under the law of its country and is not audited:
Indian holding company can file such unaudited FS with a declaration to that effect.
If FS is in a foreign language, attach an English translation.
### Format:
Accounts of foreign subsidiaries should be, as far as possible, in accordance with the Companies Act, 2013.
If not possible, a statement indicating reasons for deviation must be filed along with such accounts.
## 5. XBRL Filing Continuity
Companies once filing FS under XBRL Rules, 2015 (or 2011) shall continue filing in XBRL in succeeding years — even if they no longer fall in the prescribed class. (Once in XBRL, always in XBRL.)
## 6. Penalty for Contravention of Section 137
Person Liable
Penalty
Company
₹10,000 + ₹100 per day of continuing failure, maximum ₹2,00,000
Officers in default — MD and CFO (if any); in their absence, any other director charged by Board with the responsibility; in their absence, all directors
₹10,000 + ₹100 per day of continuing failure, maximum ₹50,000
## 7. Quick Summary — Filing Timelines
Situation
Time Limit
FS adopted at AGM
30 days of AGM
FS not adopted at AGM / adjourned AGM
30 days of AGM (filed as provisional)
FS adopted at adjourned AGM
30 days of adjourned AGM
AGM not held at all
30 days from last date AGM should have been held
OPC
180 days from closure of FY
Worked example
### Example 1
Example 1 — AGM not held
FY closes on 31 March 2025. Last date for AGM is 30 September 2025. The company fails to hold the AGM.
Conclusion: FS along with statement of facts and reasons for not holding AGM must be filed with ROC by 30 October 2025 (30 days from 30 Sept 2025).
### Example 2
Example 2 — Adjourned AGM
ABC Ltd holds AGM on 25 September 2025 but FS are not adopted. They are adopted in an adjourned AGM on 20 October 2025.
Filings required:
1. Unadopted FS to be filed by 25 October 2025 (within 30 days of original AGM) — Registrar records them as provisional.
2. Adopted FS to be filed by 19 November 2025 (within 30 days of adjourned AGM).
### Example 3
Example 3 — OPC
An OPC has its FY ending 31 March 2025. There is no AGM requirement.
Conclusion: FS adopted by the sole member must be filed with ROC by 27 September 2025 (within 180 days from 31 March 2025).
### Example 4
Example 4 — Penalty Computation
XYZ Ltd fails to file FS with ROC for 250 days after the due date.
Penalty on MD/CFO: Same formula but capped at ₹50,000.
If failure continues for 2000 days: Company would compute to ₹10,000 + ₹2,00,000 but capped at ₹2,00,000 (max).
⚠️ Common exam mistakes
Confusing the 180-day OPC limit with the 30-day rule — OPC has NO AGM, so the trigger is closure of FY, not date of AGM.
Forgetting that when FS are unadopted, TWO filings are needed — one provisional within 30 days of AGM, and another within 30 days of the adjourned AGM after adoption.
Calculating the 30-day period for non-held AGM from the financial year-end rather than from the LAST DATE BY WHICH the AGM ought to have been held.
Ignoring the XBRL continuity rule — once company files in XBRL, it must continue even if it later falls out of the threshold class.
Confusing officer liability hierarchy — first MD & CFO; only in their absence does it fall on a designated director; only in their absence on all directors.
Forgetting that for foreign subsidiaries not audited under local law, the Indian holding company must file unaudited FS WITH a declaration, plus English translation if FS is in a foreign language.
Bare-Act text Section 137 · Companies Act, 2013 read with Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2015 · click to expand
Section 137(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.
First proviso: Where the financial statements are not adopted at AGM or adjourned AGM, such unadopted financial statements along with the required documents shall be filed with the Registrar within thirty days of the date of AGM 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 AGM for that purpose.
Second proviso: Financial statements adopted in the adjourned AGM shall be filed with the Registrar within thirty days of the date of such adjourned AGM with such fees or such additional fees as may be prescribed.
Third proviso: 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.
Section 137(2): Where the AGM of a company for any year has not been held, the financial statements along with the documents required to be attached, duly signed along with the statement of facts and reasons for not holding the AGM shall be filed with the Registrar within thirty days of the last date before which the AGM should have been held.
Section 137(3) — Penalty: If a company fails to file the copy of the financial statements before the expiry of the period specified, 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.