Section 137, Companies Act 2013 — Filing the Financial Statement

What the section does

• A copy of the financial statements adopted at the annual general meeting, with every document required to be attached, is filed with the Registrar within thirty days of that meeting.
• Where the meeting is not held, the statements are still filed within thirty days of the last date on which it should have been held, together with the reasons for not holding it.
• On default, sub-section (3) imposes a penalty of ₹10,000 on the company, with a further ₹100 for each day the failure continues, up to ₹2,00,000.
• The managing director, the chief financial officer, and where there is none the directors charged with the responsibility, face ₹10,000 plus ₹100 a day up to ₹50,000.

Penalty

₹10,000 + ₹100 a day. Up to ₹2,00,000 for the company; up to ₹50,000 for the officers responsible.

Where people go wrong

• Thirty days, not sixty. The financial statement is due before the annual return.
• Filing unsigned or unadopted accounts to stop the clock, which does not satisfy the section.
• Assuming a dormant or loss-making company is excused. The filing is owed on the accounts as they are.
• Forgetting the additional fee under section 403, which runs alongside the penalty here.

Common questions

When is AOC-4 due?

Within thirty days of the annual general meeting at which the financial statements were adopted, under section 137 of the Companies Act, 2013.

What happens if AOC-4 is filed late?

Section 137(3) imposes ₹10,000 on the company plus ₹100 for each day of continuing default, up to ₹2,00,000, and ₹10,000 plus ₹100 a day up to ₹50,000 on the officers responsible. The additional fee under section 403 applies to the filing itself as well.

Does the penalty fall on directors personally?

On the managing director and chief financial officer, and where the company has neither, on the directors charged with the responsibility of complying — so it is a personal liability, not only a company one.

Act on this

• Section 92 — the annual return
• Section 403 — the additional fee for filing late

• Section 92 — the annual return
• Section 403 — the additional fee for filing late

About this summary

A plain-English summary of what this provision requires, not a reproduction of it and not legal advice. Read alongside the bare Act, and take advice on anything turning on your own facts.