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 within the time specified
under section 403:
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 within the time specified under section 403:
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.
(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 within the time specified,
under section 403.
(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 in section 403, the company shall be
punishable with fine of one thousand rupees for every day during which the failure continues but which
shall not be more than ten 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 punishable with
imprisonment for a term which may extend to six months or with fine which shall not be less than one
lakh rupees but which may extend to five lakh rupees, or with both.
