If you run a company in India, one responsibility comes every year after the accounts are prepared — submitting the financial statements to the Registrar of Companies (ROC). This requirement comes from Section 137 of the Companies Act, 2013.
Many first-time directors and small business founders get confused here. They think preparing accounts is enough. But the law also requires the company to file those financial statements with the government within a specific time. Let’s understand this.
Imagine this situation.
Your company finishes its financial year on 31 March. Your accountant prepares the balance sheet, profit and loss statement, and other financial documents. These are then shown to shareholders in the Annual General Meeting (AGM). Once shareholders approve them, the company must submit a copy of those financial statements to the Registrar of Companies (ROC).
In simple terms, Section 137 says every company must send its financial statements and related documents to the ROC after the AGM. These documents become part of the official government record of the company.
What Documents Must Be Filed with the Registrar
When companies file under Section 137, they cannot send only one document. Normally, the filing includes the complete financial package of the company. This usually includes:
- The financial statements of the company
- Consolidated financial statements if the company has subsidiaries
- All documents that must legally be attached to the financial statements
- Reports such as auditor’s report and board report
These documents must first be approved by shareholders in the Annual General Meeting before filing.
When Financial Statements Must Be Filed
If the AGM Is Held, after the financial statements are approved in the AGM, the company must submit them to the ROC. In practical terms, the filing must be completed within 30 days from the date of the AGM.
For Example, suppose a company holds its AGM on 30 September 2024. The financial statements must be filed with the ROC on or before 30 October 2024.
Many companies miss this deadline simply because they assume the accountant will handle it automatically.
Special Rule for One Person Company (OPC)
A One Person Company (OPC) does not hold an AGM because there is only one member. So the timeline works differently. Instead of counting from the AGM date, the law gives more time.
An OPC must file its financial statements within 180 days from the end of the financial year.
For example, If the financial year ends on 31 March 2024, the OPC must file its financial statements by the end of September 2024.
Which Form Is Used for Filing Financial Statements
Companies do not send physical papers to the ROC anymore. Everything is filed online through the MCA portal. Different forms are used depending on the type of company.
Most companies simply file using: Form AOC-4
If the company also prepares consolidated financial statements, an additional form is used: AOC-4 CFS
Non-Banking Financial Companies that follow Indian Accounting Standards use: AOC-4 NBFC (Ind AS)
Companies that are required to spend on Corporate Social Responsibility (CSR) must also submit a CSR report in Form CSR-2 along with their financial filing.
When Companies Must File Financial Statements in XBRL Format
Some companies must submit financial statements in a more structured digital format called XBRL (Extensible Business Reporting Language). This format helps regulators analyse company data easily.
Companies generally fall into this category if they:
- Are listed on Indian stock exchanges
- Have paid-up capital of ₹5 crore or more
- Have turnover of ₹100 crore or more
- Prepare financial statements using Indian Accounting Standards
These companies must file using Form AOC-4 XBRL.
Once a company begins filing financial statements in XBRL format, it must continue using the same format in future years, even if it later falls below the capital or turnover limits.
What Happens If Financial Statements Are Not Approved in AGM
Sometimes shareholders do not approve the accounts during the AGM. This can happen if there are disagreements or questions. In such cases, the company cannot simply wait.
Instead, the company must still file the financial statements within 30 days of the AGM, even if they are not yet approved. The ROC records them as provisional financial statements.
Later, when the accounts are approved in the adjourned AGM, the company must file the final adopted financial statements again within 30 days of that meeting.
If the Company Has Foreign Subsidiaries
Some Indian companies own subsidiaries in other countries. When such companies file their financial statements, they must also attach the accounts of their foreign subsidiaries.
If the foreign subsidiary’s accounts are:
- Prepared in another language
- Not audited under the local law
Then the Indian parent company must:
- Attach the unaudited financial statements
- Add a declaration explaining that they are unaudited
- Provide an English translation if the original document is in another language
What If the Annual General Meeting Is Not Held
Sometimes companies fail to hold their AGM within the required time. Even then, Section 137 compliance cannot be ignored. In such a situation, the company must:
- Prepare the financial statements
- Sign them properly
- Attach a written explanation describing why the AGM was not held
These documents must be filed with the ROC within 30 days from the last date when the AGM should have been held.
Penalty for Not Filing Financial Statements
Missing the filing deadline can lead to penalties.
The company may have to pay:
- ₹10,000 initially, and
- ₹100 per day for continuing delay
- However, the total penalty will not exceed ₹2,00,000.
The following people can also face penalties:
- Managing Director
- Chief Financial Officer
- Any director responsible for compliance
- If none are assigned, then all directors
They may have to pay:
- ₹10,000 initially, plus
- ₹100 per day for continuing delay
- The maximum penalty for individuals is ₹50,000.
Conclusion
Section 137 of the Companies Act is basically about ensuring transparency in company finances. After preparing financial statements and presenting them to shareholders, companies must also file those statements with the Registrar of Companies within the required time.
For most companies, this means filing within 30 days of the AGM using Form AOC-4. Special formats such as XBRL apply to larger companies or listed companies.
From practical experience, delays usually happen because companies assume the filing is automatic. In reality, the company must actively ensure the forms are submitted on time. Understanding this simple compliance step can save directors from unnecessary penalties and last-minute stress.
FAQs: Filing Financial Statements with ROC Under Section 137 (Simple Guide)
These FAQs answer both basic questions and practical situations that beginners, company directors, and business owners in India commonly face.
What is Section 137 of the Companies Act, 2013?
Section 137 requires every company in India to file its financial statements with the Registrar of Companies (ROC) after they are approved in the Annual General Meeting (AGM).
Financial statements include documents like the balance sheet and profit and loss account. These records become part of the company’s official government file. This rule helps maintain transparency about a company’s finances.
What are financial statements that must be filed with the ROC?
Financial statements are the documents that show the company’s financial performance during the year. They usually include the balance sheet, profit and loss statement, auditor’s report, and other related documents.
If the company has subsidiaries, it may also include consolidated financial statements, which combine the financial results of the parent company and its subsidiaries.
What is the deadline for filing financial statements with the ROC?
In most cases, the company must file its financial statements within 30 days after the Annual General Meeting (AGM). For example, if the AGM takes place on 30 September, the filing must normally be completed by 30 October. Filing is done online through forms available on the MCA portal.
Is the rule different for a One Person Company (OPC)?
Yes, it works slightly differently. A One Person Company does not hold an AGM because there is only one member. Instead, the financial statements must be filed within 180 days from the end of the financial year, which usually ends on 31 March.
Why does the government require companies to file financial statements with ROC?
The purpose is transparency and accountability. By filing financial statements, companies create a public record of their financial performance. Investors, lenders, regulators, and other stakeholders can review these records when needed.
