The content explains the statutory requirements for preparation, approval, adoption, and filing of financial statements under the Companies Act, 2013. Every company must have its financial statements approved by the Board, signed by authorized officials, audited, and then laid before members at the Annual General Meeting (AGM) for adoption. As per Section 137(1), the adopted financial statements, along with required attachments such as the Auditor’s Report and Board’s Report, must be filed with the Registrar of Companies (ROC) within 30 days of the AGM. If financial statements are not adopted, unadopted or even unaudited statements must still be filed within the same timeline and treated as provisional, followed by final filing after adoption. Where the AGM is not held, financial statements must be filed within 30 days of the last date of AGM along with reasons. The framework ensures timely compliance, transparency, and accountability, while non-compliance may lead to penalties.
Question: Whether a company is required to file financial statements with the Registrar of Companies (ROC), and within what time?
Answer: Yes. As per Section 137(1) of the Companies Act, 2013, every company is required to file a copy of its duly adopted financial statements, including consolidated financial statements (if any), along with all required attachments, with the Registrar of Companies (ROC) within 30 days from the date of the Annual General Meeting (AGM). Section 137(1) of the Act, inter alia, provides as under:
“A copy of the financial statements, including consolidated financial statements, 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.”
The section provides that such financial statements, duly adopted at the AGM, shall be filed with the Registrar in the prescribed manner and along with the prescribed fees or additional fees, if applicable. Therefore, it is necessary that financial statements should be adopted at the AGM by the members.
Question: Whether it is necessary that financial statements shall be laid before the Annual General Meeting?
Answer: Yes. As per Section 129(2) of the Companies Act, 2013, it is mandatory for the Board of Directors of a company to lay the financial statements for the relevant financial year before the members at every Annual General Meeting (AGM). Such financial statements are required to be considered and duly adopted by the members at the AGM.
Question: What is the meaning of “financial statements” under the Companies Act, 2013?
Answer: Before addressing the compliance requirements relating to filing of financial statements, it is important to understand the meaning of the term “financial statements” as defined under Section 2(40) of the Companies Act, 2013. As per Section 2(40), “financial statements” include:
- Balance Sheet as at the end of the financial year;
- Statement of Profit and Loss (or Income and Expenditure Account, in case of not-for-profit entities);
- Cash Flow Statement for the financial year;
- Statement of Changes in Equity, if applicable; and
- Explanatory notes forming part of the above.
Provided that the financial statement, with respect to one person company, small company, dormant company and private company (if such private company is a start-up) may not include the cash flow statement;
Explanation: For the purposes of this Act, the term “start-up” or “start-up company” means a private company incorporated under the Companies Act, 2013 or the Companies Act, 1956 and recognised as a start-up in accordance with the notification issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry.
It is pertinent to note that the definition of “financial statements” does not include the Auditor’s Report or the Board’s Report, although these are required to be attached to the financial statements under other provisions of the Act.
Question: Whether the Auditor’s Report and Board’s Report form part of “financial statements” and whether they are required to be attached and laid before the AGM?
Answer: The term “financial statements” as defined under Section 2(40) of the Companies Act, 2013 does not include the Auditor’s Report and the Board’s Report. However, in view of the provisions of Sections 134(2) and 134(3) of the Act, both the Auditor’s Report and the Board’s Report are mandatorily required to be attached to the financial statements and laid before the members at the Annual General Meeting for their consideration and adoption, in accordance with Section 137(1) of the Act.
Question: Whether financial statements are required to be approved by the Board of Directors before signing and submission to the auditors?
Answer: Yes. As per Section 134(1) of the Companies Act, 2013, the financial statements, including consolidated financial statements (if any), must first be approved by the Board of Directors. Thereafter, such financial statements are duly signed in accordance with the provisions of Section 134(1) and then submitted to the statutory auditors for their report.
Question: Who is required to approve and sign the financial statements before their submission to the auditor under the Companies Act, 2013?
Answer: As per Section 134(1) of the Companies Act, 2013, the financial statements, including consolidated financial statements (if any), must first be approved by the Board of Directors. Thereafter, the financial statements are required to be signed on behalf of the Board:
- By the Chairperson of the company, if authorised by the Board; or
- By at least two directors, one of whom shall be the Managing Director (if any); and
- Additionally, by the Chief Executive Officer, Chief Financial Officer, and Company Secretary of the company, wherever they are appointed.
In the case of a One Person Company, the financial statements shall be signed by only one director. After such approval and signing, the financial statements are submitted to the statutory auditor for his report.
Question: Whether the Board’s Report is required to be attached to financial statements and duly signed?
Answer: Yes. As per Section 134(3) of the Companies Act, 2013, the Board of Directors is required to prepare a report containing details on the prescribed matters, as specified in clauses (a) to (q) of Section 134(3), including the Director’s Responsibility Statement. Such Board’s Report is required to be attached to every financial statement laid before the company in the general meeting. Further, the Board’s Report and all its annexures must be duly signed in accordance with the provisions of the Act.
Question: Who is required to sign the Board’s Report under the Companies Act, 2013?
Answer: As per Section 134(6) of the Companies Act, 2013, the Board’s Report and any annexures thereto shall be signed as follows:
- By the Chairperson of the company, if he/she is authorised by the Board; or
- Where the Chairperson is not so authorised, by at least two directors, one of whom shall be a Managing Director; or
- In case of a company having only one director, by such director.
Thus, the Board’s Report must be duly signed in accordance with the above provisions before it is laid before the members.
Question: Whether a signed copy of financial statements is required to be circulated along with other documents?
Answer: Yes. As per Section 134(7) of the Companies Act, 2013, a signed copy of every financial statement is required to be circulated, issued, or published along with all notes or documents forming part thereof, including the Auditor’s Report and the Board’s Report.
Question: What are the overall requirements under the Companies Act, 2013 regarding approval, signing, attachment, adoption, and filing of financial statements?
Answer: The Companies Act, 2013 lays down a comprehensive framework under Sections 134, 129, and 137 governing the approval, signing, attachment, adoption, and filing of financial statements. As per the provisions:
- The financial statements, including consolidated financial statements (if any), must first be approved by the Board of Directors in accordance with Section 134(1).
- Thereafter, the financial statements are required to be duly signed on behalf of the Board as per Section 134(1).
- The signed financial statements are then submitted to the statutory auditors for their report.
- The Auditor’s Report must be attached to every financial statement in accordance with Section 134(2).
- The Board of Directors is required to prepare a Board’s Report, including the Director’s Responsibility Statement and other prescribed details, which shall be attached to the financial statements laid before the members in the general meeting, as per Section 134(3).
- The Board’s Report and its annexures must be duly signed in accordance with Section 134(6).
- Further, as per Section 134(7), a signed copy of the financial statements must be circulated, issued, or published along with all notes, the Auditor’s Report, and the Board’s Report.
Adoption and Filing:
- As per Section 129(2) of the Companies Act, 2013, the Board of Directors is required to lay the financial statements before the members at every Annual General Meeting for their consideration and adoption.
- As per Section 137(1), the duly adopted financial statements, including consolidated financial statements (if any), along with all required attachments, must be filed with the Registrar of Companies within 30 days from the date of the AGM.
Thus, the process of financial statements involves approval, signing, audit, attachment of reports, adoption at the AGM, and timely filing with the ROC in accordance with the provisions of the Act.
Question: What is the compliance requirement in cases where a company is unable to adopt its financial statements at the Annual General Meeting?
Answer: In certain situations, a company may not be able to adopt its financial statements at the AGM, such as where:
- the financial statements are not ready;
- the financial statements are prepared but not audited before the AGM; or
- the audited financial statements are not adopted by the members at the AGM.
In such cases, important compliance-related questions arise regarding the filing of financial statements with the Registrar of Companies (ROC), namely:
- Whether companies are required to file unadopted financial statements with the ROC?
- Whether companies are required to file unaudited financial statements with the ROC?
- What is the position regarding filing of financial statements where the AGM is not held?
These issues are governed by the provisions of Section 137 of the Companies Act, 2013, and are discussed separately.
Question: Whether companies are required to file unadopted financial statements with the Registrar of Companies (ROC)?
Answer: Yes. As per the proviso to Section 137(1) of the Companies Act, 2013, where the financial statements are not adopted at the Annual General Meeting or at an adjourned AGM, such unadopted financial statements, along with the documents required under Section 137(1), are required to be filed with the Registrar within 30 days of the date of the AGM.
The Registrar shall record such financial statements as provisional until the financial statements are duly adopted and filed thereafter. Further, where the financial statements are subsequently adopted at the adjourned AGM, the company is required to file the adopted financial statements with the Registrar within 30 days from the date of such adjourned AGM, along with the prescribed fees or additional fees, as applicable.
Example: ABC Pvt. Ltd. held its Annual General Meeting on 30th September 2025. However, the financial statements could not be adopted in the AGM due to non-completion of audit. In this case:
- The company is required to file the unadopted financial statements with the Registrar of Companies (ROC) within 30 days from the date of AGM, i.e., on or before 30th October 2025.
- Such financial statements will be treated as provisional by the ROC.
Subsequently, the company holds an adjourned AGM on 15th November 2025, where the financial statements are duly adopted.
- Now, the company is required to file the adopted financial statements within 30 days from the adjourned AGM, i.e., on or before 15th December 2025.
Thus, in this scenario:
- First filing → Unadopted (provisional) financial statements
- Second filing → Adopted financial statements after adjourned AGM
Question: Whether companies are required to file unaudited financial statements with the Registrar of Companies?
Answer: Yes. Where the audit of financial statements is not completed, such financial statements cannot be adopted by the members at the Annual General Meeting. In such cases, the financial statements remain both unaudited and unadopted. Pursuant to the first proviso to Section 137(1) of the Companies Act, 2013, where the financial statements are not adopted at the AGM or adjourned AGM for any reason, the company is required to file such unadopted financial statements (which may also be unaudited) with the Registrar within 30 days of the date on which the AGM is held or required to be held. These are treated as provisional filings.
Further, as per the second proviso to Section 137(1), once the financial statements are duly audited and adopted at the AGM or adjourned AGM, the company is required to file the audited and adopted financial statements with the ROC within 30 days of such adoption.
Until such filing is made, the previously filed unadopted financial statements remain on record as provisional
Question: What is the position regarding filing of financial statements where the Annual General Meeting is not held?
Answer: The situation where the Annual General Meeting is not held is governed by Section 137(2) of the Companies Act, 2013. As per this provision, where a company fails to hold its AGM, it is required to file the financial statements, along with all documents required under Section 137(1), with the Registrar of Companies within 30 days from the last date on which the AGM should have been held.
Such filing must be accompanied by:
- duly signed financial statements; and
- a statement of facts and reasons for not holding the AGM.
The manner of filing and the applicable fees are the same as those prescribed for filing adopted financial statements. It is pertinent to note that this provision generally applies in cases where the financial statements are duly prepared, signed, and audited, but the AGM could not be held within the prescribed time.
Question: What should be done where the financial statements are not ready, audit is not conducted, the Board could not approve the same, and consequently the financial statements could not be laid before the AGM?
Answer: In such a case, since the financial statements are not ready, they cannot be approved by the Board, signed, or submitted to the auditors. Consequently, the audit cannot be completed, and the financial statements cannot be laid before the members at the AGM.
The appropriate course of action is as follows:
- The company should still hold the AGM within the prescribed time under the Companies Act, 2013.
- Since the financial statements are not ready, the same cannot be laid or adopted at the AGM.
- In such a situation, the company is required to file unadopted financial statements with the Registrar of Companies (ROC) within 30 days of the date of AGM in accordance with the proviso to Section 137(1).
However, practically, since the financial statements are not even prepared, the company may not be in a position to file even unadopted financial statements. In such circumstances:
- The company may adjourn the AGM in accordance with applicable provisions to a later date, if permissible, to complete the financial statements and audit.
- If the AGM is not held at all, then Section 137(2) becomes applicable, and the company is required to file:
- the financial statements (once prepared and duly signed), and
- a statement of reasons for not holding the AGM,
within 30 days from the last date on which the AGM should have been held.
Remark: The company should either adjourn the AGM to complete the financial statements and audit or comply with Section 137(2) by filing the financial statements along with reasons for not holding the AGM. Delay in preparation of accounts may also expose the company to penalties for non-compliance with statutory timelines.
EXAMPLE: (Accounts not ready)
XYZ Pvt. Ltd. was required to hold its Annual General Meeting (AGM) on or before 30th September 2025. However, due to internal issues, the books of accounts were not finalized. Consequently, the financial statements were not prepared. As a result:
- the Board of Directors could not approve or sign the financial statements;
- the financial statements were not submitted to the auditors;
- the audit was not conducted; and
- the financial statements could not be laid before the members at the AGM.
Scenario 1: AGM is held but financial statements are not available
The company holds the AGM on 30th September 2025, but since financial statements are not ready, nothing is laid or adopted.
- In this case, the company is technically required to file unadopted financial statements within 30 days, i.e., by 30th October 2025.
- However, since financial statements are not even prepared, the company is unable to file AOC-4.
- This results in non-compliance, and the company may be liable for penalties.
Scenario 2: AGM is adjourned
The company convenes the AGM on 30th September 2025, but adjourns it due to non-availability of financial statements.
- The company completes accounts and audit later.
- Adjourned AGM is held on 30th November 2025, where financial statements are adopted.
- The company then files AOC-4 within 30 days, i.e., by 30th December 2025.
Scenario 3: AGM is not held at all
The company fails to hold the AGM by 30th September 2025.
- Later, the financial statements are prepared, approved, and audited.
- The company is required to file financial statements with ROC under Section 137(2) within 30 days from the last date of AGM, i.e., by 30th October 2025, along with:
- duly signed financial statements; and
- a statement of reasons for not holding the AGM.
- If filing is delayed, additional fees and penalties will apply.
Remark: If accounts are not ready, the company faces practical difficulty in compliance. The safest approach is to adjourn the AGM and complete accounts and audit at the earliest. Non-preparation of financial statements leads to multiple non-compliances and penalties under the Act.
EXAMPLE: (Accounts ready but audit not completed)
ABC Pvt. Ltd. was required to hold its Annual General Meeting (AGM) on or before 30th September 2025. The company had prepared its financial statements before the AGM; however, the audit was not completed.
- Since the financial statements were not audited, they could not be adopted by the members at the AGM.
Step 1: AGM is held on 30th September 2025
- The financial statements are placed before the members but are not adopted due to pending audit.
Compliance Requirement:
- The company is required to file such unadopted (and unaudited) financial statements with the Registrar of Companies (ROC) within 30 days of the AGM, i.e., by 30th October 2025.
- These will be treated as provisional filings.
Step 2: Audit is completed later
- The audit is completed in October 2025.
- The company holds an adjourned AGM on 15th November 2025, where the financial statements are duly adopted.
Final Compliance:
- The company is required to file the audited and adopted financial statements within 30 days of the adjourned AGM, i.e., by 15th December 2025.
Remarks: Where accounts are ready but audit is pending, the company must first file unadopted financial statements (provisional). After audit and adoption, the company must file final adopted financial statements again within the prescribed time.
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Disclaimer: Nothing contained in this document is to be construed as a legal opinion or view of either of the author whatsoever and the content is to be used strictly for informational and educational purposes. While due care has been taken in preparing this article, certain mistakes and omissions may creep in. the author does not accept any liability for any loss or damage of any kind arising out of any inaccurate or incomplete information in this document nor for any actions taken in reliance thereon.
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