FILING OF FINANCIAL STATEMENT WITH REGISTRAR OF COMPANIES, CONSEQUENCES OF NON COMPLIANCE AND SAFEGUARDING OFFICERS OF THE COMPANY IN CASE OF NON COMPLIANCE BY CASTING RESPONSIBILITY


As per Section 137 (1) of the Companies Act, 2013 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 the Companies Act,2013 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 Form AOC-4 and the consolidated financial statements, if any, with form AOC-4 CFS, with the prescribed fee.
The following class of companies shall file their financial statements and other documents under section 137 of the Act with the Registrar in e-form AOC-4 XBRL:-
 (i) companies listed with stock exchanges in India and their Indian subsidiaries;
(ii) companies having paid up capital of five crore rupees or above;
(iii) companies having turnover of one hundred crore rupees or above;
(iv) all companies which are required to prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015
Where the financial statements under section 137 (1) are not adopted at annual general meeting or adjourned annual general meeting, such unadopted financial statements along with the required documents under section 137 (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:
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 prescribed fee.
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:
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.
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 under 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.
Section 137(2) states, in case 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 section 137 (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 prescribed fee.
CONSEQUENCES OF NON FILING OF FILING OF FINANCIAL STATEMENTS
As per Section 137(3), If a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2) of Section 137 of the Companies act, 2013, as the case may be, before the expiry of the period specified therein, 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.
Merely referring to any person as “managing director” does not make the person “managing director” unless there is a Board resolution appointing a person as “managing director” and resolution passed, documents or return filed is available with the Company and is on record.
If a Company has defaulted in compliance of Section 137 and has approached the Hon’ble Tribunal for the compounding of offences under Section 441 of the Companies act, 2013 and Company wants to take benefit under Section 137(3) of casting responsibility on 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, on any other director who was charged by the Board with the responsibility of complying with the provisions of section 137, then it shall be specifically pleaded by the Company that the Managing Director and CFO, if any or , any other director who was charged by the Board with the responsibility of complying with the provisions  of section 137 and supporting Resolution of appointment of such  Managing Director and CFO or , any other director, returns of the Company or any other supporting documents has to be filed with the Tribunal.
If there is nothing to show that the Board had charged any particular director/s with the responsibilities of compliances under sub-section (1) or sub-section (2) of Section 137 and no document to that effect has been filed on record by the Company, the Company and every officer of company who is in default shall be liable under Section 137(3) for the non-compliance of provision of sub-section (1) or sub-section (2) of Section 137, if any.

Comments

  1. Ideal Governance2 July 2018 at 02:17

    Thank you for sharing nice piece of work. The Article seems complete from every angle.

    Keep wriitng!!

    ReplyDelete

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