# Section 136 – Right of Members to Audited Financial Statements
## 1. What must be circulated?
The following documents must be sent to members:
- Financial Statements (FS) including Consolidated FS (CFS), if applicable
- Auditor's Report
- Every other document required by law to be annexed/attached to the FS (e.g., Board's Report)
## 2. To whom and when?
Must be sent not less than 21 days before the date of the General Meeting to:
- Every member of the company
- Every trustee for debenture-holders
- Every other person entitled to receive notice of the GM
## 3. Shorter Notice (less than 21 days)
FS can be sent less than 21 days before GM with consent of:
| Type of Company | Consent Required |
|---|---|
| Company having share capital | Majority in number AND members holding ≥ 95% of paid-up share capital (carrying voting rights) |
| Company not having share capital | Members having ≥ 95% of total voting power |
## 4. Listed Companies – Deemed Compliance
In case of a listed company, it is sufficient compliance if:
- FS are made available for inspection at its registered office at least 21 days before the GM, AND
- A statement containing salient features is sent 21 days before GM in Form AOC-3 (or Form AOC-3A where Ind AS applies)
## 5. Mode of Sending
| Type of Company | Mode |
|---|---|
| Listed company | E-mode |
| Public company with net worth > ₹1 crore AND turnover > ₹10 crore | E-mode |
| Others | Physical OR E-mode |
## 6. Listed Companies – Subsidiary FS on Website
A listed company must place on its website:
- Separate audited standalone FS of each subsidiary
- Where the subsidiary is outside India (foreign subsidiary):
- If audited FS are required under foreign law → upload audited FS
- If not required → upload unaudited FS + translated copy (if not in English)
## 7. Inspection by Members
Members can:
- Inspect FS during business hours at the Registered Office
- Ask for copies of FS
## 8. Penalty for Default
- Company: ₹25,000
- Officer in default: ₹5,000