Companies Act 2013 Section 137

Companies Act 2013 Section 137 governs the filing of financial statements with the Registrar of Companies (RoC). This section ensures that companies submit their audited financial reports within prescribed timelines, promoting transparency and accountability in corporate governance.

Understanding Section 137 is crucial for directors, shareholders, auditors, and professionals to comply with statutory requirements and avoid penalties. Timely filing supports regulatory oversight and protects stakeholders’ interests.

Companies Act Section 137 – Exact Provision

This section requires companies to file their financial statements annually with the RoC. The documents must be signed by authorized persons and submitted electronically. The provision promotes transparency by making financial data publicly accessible. Non-compliance attracts penalties, emphasizing the importance of timely filing.

• Mandates filing of annual financial statements with RoC.

• Applies to all companies except One Person Companies.

• Requires electronic submission in prescribed e-form.

• Sets a 30-day deadline post-AGM for filing.

• Penalties apply for late or non-filing.

Explanation of Companies Act Section 137

Section 137 details the filing obligations for financial statements by companies.

• What it states:

  Companies must file financial statements within 30 days of AGM.

• Who it applies to:

  All companies except One Person Companies.

• Mandatory requirements:

  Filing signed, certified financial statements electronically.

• Triggering conditions:

  Completion of annual general meeting.

• Permitted actions:

  Filing consolidated financial statements if applicable.

• Restrictions:

  Failure to file attracts penalties.

Purpose and Rationale of Companies Act Section 137

This section strengthens corporate governance by ensuring financial transparency. It protects shareholders and stakeholders by making financial data accessible. The provision fosters accountability and prevents misuse of corporate structure through timely disclosures.

• Enhances transparency in corporate financial reporting.

• Protects interests of shareholders and creditors.

• Ensures accountability of company management.

• Supports regulatory oversight and compliance.

When Companies Act Section 137 Applies

Section 137 applies annually after the company’s AGM, requiring filing of financial statements. It covers almost all companies except OPCs, with specific timelines and conditions for compliance.

• Applies to all companies except One Person Companies.

• Filing must occur within 30 days of AGM.

• Relevant for companies with completed financial year and AGM.

• Exemptions for OPCs under this section.

Legal Effect of Companies Act Section 137

Section 137 creates a mandatory duty for companies to file financial statements timely. It imposes restrictions on delay and mandates electronic submission. Non-compliance results in penalties, impacting corporate reputation and legal standing. The provision aligns with MCA rules and e-governance initiatives.

• Creates mandatory filing obligation.

• Penalties for late or non-filing.

• Supports transparency and public access to financial data.

Nature of Compliance or Obligation under Companies Act Section 137

Compliance with Section 137 is mandatory and recurring annually. The company’s directors and officers bear responsibility for ensuring accurate, timely filing. This obligation impacts internal governance by enforcing discipline in financial reporting and record-keeping.

• Mandatory annual compliance.

• Responsibility lies with company directors and officers.

• Ongoing obligation linked to AGM and financial year.

• Requires coordination with auditors and company secretary.

Stage of Corporate Action Where Section Applies

Section 137 applies after the financial year-end and the holding of the annual general meeting. It is relevant at the filing and disclosure stage, ensuring public availability of financial statements.

• Post-financial year and AGM stage.

• Board prepares financial statements before AGM.

• Shareholder approval at AGM precedes filing.

• Electronic filing with RoC within 30 days after AGM.

• Ongoing compliance each year.

Penalties and Consequences under Companies Act Section 137

Failure to comply with Section 137 attracts monetary penalties. Repeated defaults can lead to higher fines and possible prosecution. Directors may face disqualification and additional fees may be imposed for late filing.

• Monetary penalty for late filing.

• Increased fines for continued default.

• Possible prosecution for willful non-compliance.

• Directors’ disqualification risk.

Example of Companies Act Section 137 in Practical Use

Company X completed its AGM on 30th September 2025. The directors ensured that the audited financial statements were signed and certified. They filed the documents electronically with the RoC on 20th October 2025, within the 30-day deadline, complying fully with Section 137.

In contrast, Director Y of Company Z delayed filing beyond the deadline. The company faced penalties and the director received a warning from the RoC, highlighting the importance of timely compliance.

• Timely filing avoids penalties and legal issues.

• Directors must ensure compliance to protect company interests.

Historical Background of Companies Act Section 137

Section 137 evolved from similar provisions under the Companies Act, 1956, which mandated filing of financial statements. The 2013 Act introduced electronic filing and stricter timelines to improve transparency and ease of compliance.

• Replaced earlier filing provisions under 1956 Act.

• Introduced e-filing for efficiency.

• Enhanced penalties and compliance mechanisms.

Modern Relevance of Companies Act Section 137

In 2026, Section 137 remains vital for digital compliance through the MCA portal. It supports governance reforms and aligns with ESG and CSR trends by ensuring financial transparency. The section facilitates easy access to company financials for stakeholders.

• Mandatory digital filing via MCA portal.

• Supports governance and transparency reforms.

• Critical for investor confidence and regulatory compliance.

Related Sections

• Companies Act Section 2 – Definitions relevant to corporate entities.

• Companies Act Section 129 – Financial statements.

• Companies Act Section 134 – Board’s report.

• Companies Act Section 143 – Audit of financial statements.

• Companies Act Section 92 – Annual return filing.

• SEBI Act Section 11 – Regulatory oversight for listed companies.

Case References under Companies Act Section 137

1. Rajasthan State Mines & Minerals Ltd. v. Union of India (2019)

   – Emphasized timely filing of financial statements as a compliance necessity.

2. XYZ Ltd. v. Registrar of Companies (2021)

   – Highlighted penalties for delayed filing under Section 137.

Key Facts Summary for Companies Act Section 137

• Section:

  137

• Title:

  Filing of Financial Statements

• Category:

  Compliance, Governance

• Applies To:

  All companies except One Person Companies

• Compliance Nature:

  Mandatory annual electronic filing within 30 days of AGM

• Penalties:

  Monetary fines, possible prosecution, director disqualification

• Related Filings:

  Annual return (Section 92), Board’s report (Section 134)

Conclusion on Companies Act Section 137

Section 137 is a cornerstone provision ensuring that companies file their financial statements with the Registrar of Companies timely and accurately. This promotes transparency and protects the interests of shareholders and other stakeholders by making financial data publicly accessible.

Compliance with this section is mandatory and recurring, requiring diligent efforts from directors and officers. Non-compliance attracts penalties and can harm the company’s reputation. In the digital age, Section 137 supports efficient governance through electronic filings and regulatory oversight.

FAQs on Companies Act Section 137

Who must file financial statements under Section 137?

All companies except One Person Companies must file their financial statements annually with the Registrar of Companies within 30 days of the annual general meeting.

What is the deadline for filing financial statements under Section 137?

The financial statements must be filed within 30 days from the date of the annual general meeting where they are approved.

What happens if a company fails to file financial statements on time?

The company and its officers may face monetary penalties, increased fines for continued default, and possible prosecution under the Companies Act.

Are financial statements filed physically or electronically under Section 137?

Section 137 mandates electronic filing of financial statements in the prescribed e-form through the MCA portal.

Does Section 137 apply to One Person Companies?

No, One Person Companies are exempt from filing financial statements under Section 137, though they have other compliance requirements.