Section 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 4***:
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 f iled 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 1***:
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:

1. Subs. by Act 1 of 2018, s. 38, for “Provided further” (w.e.f. 9-2-2018).
2. Subs. by s. 38, ibid., for the Fourth proviso (w.e.f. 9-2-2018).
3. The proviso ins. by s. 38, ibid. (w.e.f. 9-2-2018).
4. The words and figures “within the time specified under section 403” omitted by s. 39, ibid., (w.e.f. 7-5-2018).

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.
1[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 un der 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 wh ich the annual general meeting should have been held and in
such manner, with such fees or additional fees as may be prescribed 2***.
(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 3[therein] the company shall
be 4[liable to a penalty] of 5[ten thousand rupees and in case of continuing failure, with a further penalty of
one hundred rupees for each da y 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 6[shall be liable to a penalty of 7[ten thousand rupees]