Compliance
Section 137 forces a company to file its audited financial statements within thirty days of the AGM, and missing the deadline triggers a base fine of ten thousand rupees plus a daily charge of one hundred rupees, climbing to two lakh for the firm and fifty thousand for the responsible directors.
Check your DPDP readiness — free More on the blogThe law mandates that a copy of the financial statements approved at the annual general meeting, together with all required annexures, must be lodged with the Registrar of Companies within thirty days of that meeting. If the AGM does not take place, the filing must still be made within thirty days of the date on which the meeting should have been held, and the company must explain why the meeting was not convened.
When the filing is late, the company faces a default fine of ten thousand rupees. In addition, a daily surcharge of one hundred rupees accrues for each day the default continues, up to a maximum of two lakh rupees. The managing director, chief financial officer, or the directors tasked with compliance are each liable for a personal fine of ten thousand rupees plus the same daily rate, capped at fifty thousand rupees.
Many small firms mistakenly think they have sixty days to file, but the statute is clear about the thirty‑day window, which precedes the deadline for the annual return. Filing unsigned or unadopted accounts does not reset the clock; the filing must be of the adopted statements. Even dormant or loss‑making companies are not exempt – the requirement applies to all entities that prepare accounts.
Beyond the monetary outlay, a late filing can damage a company’s reputation with banks, investors and suppliers, who often check compliance records before extending credit or contracts. Repeated defaults may also attract scrutiny from regulators, leading to further investigations or restrictions on future filings.
Plan the AGM well in advance and ensure the accounts are audited and signed before the meeting. Assign a clear responsibility for filing, typically the chief financial officer, and set internal reminders for the thirty‑day deadline. Keep a record of any reasons for postponing the AGM and be ready to attach that explanation if needed.
The Registrar will issue a notice of default, and the statutory fines start accruing immediately. The company must pay the base fine and the daily surcharge, and the responsible officers will receive personal notices for their share of the penalty. The additional filing fee under Section 403 is also payable, adding to the total cost.
Timely filing of AOC‑4 under Section 137 protects a business from a steep financial burden and personal liability for senior officers. By treating the thirty‑day deadline as non‑negotiable and following a simple checklist, most small enterprises can avoid the maximum penalties and keep compliance costs low.
AOC‑4 must be lodged with the Registrar within thirty days of the annual general meeting at which the financial statements were adopted, as prescribed by Section 137 of the Companies Act.
The company faces a base fine of ten thousand rupees plus a daily charge of one hundred rupees, which can accumulate up to a total of two lakh rupees if the default persists.
The managing director, the chief financial officer, or, if neither exists, the directors charged with compliance responsibility are each liable for a personal fine of ten thousand rupees plus one hundred rupees per day, up to fifty thousand rupees.
Yes, the filing requirement applies to all companies that prepare financial statements, regardless of whether they are dormant or reporting a loss, and the same penalties apply for late submission.
Founder & CEO at VidhiSar. I have watched four companies pay for the same mistake, and it was never the mistake anyone expected. VidhiSar is software, not a law firm: every answer names the section it relies on so you can check it, and anything turning on your specific facts is worth putting to a professional. More about who builds this