Compliance · Provision
AOC-4 within thirty days of the annual general meeting, with a penalty that reaches the directors who signed the accounts. (Section 137, Companies Act, 2013.) In force since 1 April 2014 · Replaced section 220 of the Companies Act, 1956 · Text checked against India Code on 25 October 2026.
Quick Statutory Answer
Under Section 137 of the Companies Act, 2013, a company must file its financial statements, as adopted at the annual general meeting, with the Registrar in Form AOC-4 within 30 days of the AGM. A One Person Company files within 180 days of the end of the financial year. If no AGM is held, the statements are filed within 30 days of the last date on which it should have been held, with the reasons. On default, section 137(3) imposes ₹10,000 plus ₹100 a day, up to ₹2 lakh, on the company, and ₹10,000 plus ₹100 a day, up to ₹50,000, on the managing director and CFO or the directors responsible.
Enter your own figures in the calculator on this page: MCA ROC late fee calculator, under Companies Act, 2013, s.403.
137. Copy of financial statement to be filed with Registrar.— (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: Provided that where the financial statements under sub-section (1) are not adopted at annual general meeting or adjourned annual general meeting, such unadopted financial statements along with the required documents under sub-section (1) shall be filed with the Registrar within thirty days of the date of annual general meeting 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 annual general meeting for that purpose: Provided further that financial statements adopted in the adjourned annual general meeting shall be filed with the Registrar within thirty days of the date of such adjourned annual general meeting with such fees or such additional fees as may be prescribed: Provided also that 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: Provided also that a company shall, along with its financial statements to be filed with the Registrar, attach the accounts of its subsidiary or subsidiaries which have been incorporated outside India and which have not established their place of business in India. Provided also that in the case of a subsidiary which has been incorporated outside India (herein referred to as foreign subsidiary), which is not required to get its financial statement audited under any law of the country of its incorporation and which does not get such financial statement audited, the requirements of the fourth proviso shall be met if the holding Indian company files such unaudited financial statement along with a declaration to this effect and where such financial statement is in a language other than English, along with a translated copy of the financial statement in English. (2) Where the annual general meeting of a company for any year has not been held, the financial statements along with the documents required to be attached under sub-section (1), duly signed along with the statement of facts and reasons for not holding the annual general meeting shall be filed with the Registrar within thirty days of the last date before which the annual general meeting should have been held and in such manner, with such fees or additional fees as may be prescribed. (3) If a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified therein 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 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.
| Situation | What is filed | Due | Provision |
|---|---|---|---|
| AGM held, accounts adopted | AOC-4 (AOC-4 CFS for consolidated statements) | 30 days from the AGM: an AGM on 30 September means AOC-4 by 30 October | s.137(1) |
| Accounts not adopted at the AGM | Unadopted statements, then the adopted ones | 30 days from the AGM, then 30 days from the adjourned AGM | Proviso to s.137(1) |
| One Person Company | Statements adopted by its member | 180 days from the close of the financial year | Proviso to s.137(1) |
| AGM not held | Statements, with the facts and reasons for not holding it | 30 days from the last date the AGM should have been held | s.137(2) |
| Filed late | Penalty on the company | ₹10,000 + ₹100 a day, up to ₹2,00,000 | s.137(3) |
| Filed late | Penalty on the MD and CFO, or the directors responsible | ₹10,000 + ₹100 a day, up to ₹50,000 | s.137(3) |
| Filed within 30 days of the adjudicating officer's notice | No penalty; the proceedings end (the s.403 fee is still payable) | 30 days from the notice | Proviso to s.454(3) |
₹10,000 + ₹100 a day. Up to ₹2,00,000 for the company; up to ₹50,000 for the officers responsible.
Section 137 of the Companies Act, 2013 requires every company to file a copy of its financial statements, including consolidated statements where it has them, with the Registrar of Companies within thirty days of the annual general meeting at which they were adopted. The filing is made in Form AOC-4. Sub-section (2) covers a company that did not hold its AGM, and sub-section (3) sets the penalty for filing late.
Within thirty days of the annual general meeting at which the financial statements were adopted, under section 137 of the Companies Act, 2013.
30 October. Section 137(1) allows thirty days from the date of the annual general meeting, and most companies with a March year end hold the AGM by 30 September, the last date section 96 permits.
Within 180 days from the close of the financial year. A One Person Company holds no annual general meeting, so the proviso to section 137(1) runs its deadline from the year end instead.
The penalty for not filing the financial statements on time. Since the Companies (Amendment) Act, 2020 it is ₹10,000 on the company plus ₹100 for each day the default continues, up to ₹2,00,000, and the same ₹10,000 plus ₹100 a day, up to ₹50,000, on the managing director and chief financial officer, or where there are none, on the directors responsible.
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.
Yes, if the company files within thirty days of the adjudicating officer's notice. The proviso to section 454(3), in force from 22 January 2021, says that where a default under section 137(1) or (2) is rectified before, or within thirty days of, the notice, no penalty is imposed and the proceedings are concluded. The additional fee under section 403 is a filing fee, not a penalty, and is still payable.
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.
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