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Microlesson · 5-min read

Members' Right to Audited FS and Filing with ROC (Sections 136 & 137)

# Sec. 136 — Members' Right to Copies of Audited FS | Sec. 137 — Filing FS with ROC

## 1. Right of Members to Receive Audited FS (Sec. 136)

### Items to Be Circulated

Circulate the following along with the notice of AGM:

(a) Copy of the Financial Statements, including Consolidated Financial Statements if any

(b) Auditor's Report

(c) Other documents required by law to be annexed/attached to the FS

### Persons Entitled to Receive

  • Every Member of the company
  • Every Trustee for Debenture-holders
  • All other persons entitled to the FS

### Time Limit

These documents must be sent not less than 21 days before the date of the General Meeting.

### Inspection

Members and others can inspect FS at the Registered Office during business hours.

## 2. Filing FS with ROC (Sec. 137)

### What Must Be Filed?

Copy of FS, including Consolidated FS and all other documents required to be attached.

### Time Limit

Within 30 days of the date of the AGM.

### Manner / Forms

  • Form AOC-4 — Standalone FS
  • Form AOC-4 CFS — Consolidated FS
  • Fees/additional fees as prescribed must be paid within the time specified under Sec. 403.

Worked example

### Example 1

Example — Time Limit for Circulation

A company's AGM is scheduled for 30-September. By what date must the FS and Auditor's Report be sent to members?

Answer: Not less than 21 clear days before the meeting — so by 8-September at the latest, and in any case before 9-September.

### Example 2

Example — ROC Filing

If the AGM was held on 30-September-2025, by when must Form AOC-4 be filed with ROC?

Answer: Within 30 days from the date of the AGM, i.e., by 30-October-2025.

⚠️ Common exam mistakes

  • Counting 21 days from the dispatch date rather than treating them as the minimum interval before the meeting.
  • Filing Form AOC-4 within 30 days of the financial year end instead of 30 days of the AGM.
  • Confusing the form numbers: AOC-4 for standalone FS, AOC-4 CFS for consolidated FS.
Reference: Sections 136 and 137 — Companies Act, 2013
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