Shareholders did not adopt the accounts: what the company still files with the ROC

The AGM ends without the shareholders adopting the financial statements. The directors ask whether filing with the Registrar can wait until the numbers are settled. Section 137 of the Companies Act, 2013 says it cannot. The unadopted statements go to the Registrar of Companies (ROC) within thirty days of the AGM date, and the Registrar holds them as provisional (first proviso to s.137(1)). A second filing follows after the adjourned AGM adopts the statements (second proviso to s.137(1)).

The base rule: adopted statements within thirty days of the AGM

The Act says that 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" (s.137(1), Companies Act 2013).

The thirty days run from the date of the annual general meeting. The section does not tie the period to board approval, audit sign-off or internal finalisation. The words "duly adopted at the annual general meeting" describe the ordinary case. The provisos that follow deal with the case where adoption fails.

Non-adoption is a filing event, not a filing holiday

The first proviso to s.137(1) reads: "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."

Three points follow from that wording.

The clock does not reset. The thirty days are counted from the date of the annual general meeting, even though the statements were not adopted at it.
The packet is the same, minus adoption. What is filed is the "unadopted financial statements along with the required documents under sub-section (1)". The proviso refers back to the documents that s.137(1) requires. It does not create a slimmer provisional packet.
Provisional status comes from the Act. The Registrar is directed to take the statements "in his records as provisional". The company does not need to ask for that treatment.

A board may prefer to hold everything back and file once, cleanly, after agreement. The first proviso points the other way: file what exists within thirty days of the AGM, and let adoption at the adjourned meeting complete the record.

The second filing after the adjourned meeting

The second proviso to s.137(1) says 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".

The adjourned meeting therefore starts its own thirty-day window. For one financial year the Registrar's record can hold two filings: the provisional set and the adopted set. Keep the acknowledgement for each. A single late "final" filing does not match the two steps the section describes.

If no AGM is held at all

Section 137(1) assumes an AGM was held on some date. The Act also covers the year in which none is held. Under s.137(2), where the annual general meeting of a company for any year has not been held, the financial statements, with the documents required 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".

The trigger in that case is the last date by which the AGM should have been held, not an AGM date. A company that never reaches an adoption vote is therefore not outside section 137. A company that adjourns an AGM without fixing a new date should ask a CA whether it is in the sub-section (1) position or the sub-section (2) position, because the filing dates differ.

Attachments that apply to both sets

Section 137(1) ties the statements to "all the documents which are required to be or attached to such financial statements under this Act". The unadopted proviso reuses that phrase. Two further provisos to the same sub-section add attachments for a company with a foreign subsidiary:

A company must, along with its financial statements, "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" (fourth proviso to s.137(1)).
Where such a foreign subsidiary is not required to get its financial statement audited under the law of its country and does not get it audited, the holding Indian company can meet that requirement by filing the unaudited financial statement along with a declaration to that effect. If the statement is in a language other than English, a translated copy in English goes with it (fifth proviso to s.137(1)).

A holding company that follows only the first three provisos can file an incomplete set. The Act's list of attachments is not set out in section 137 itself, so the company's CA should match the checklist to the company before either filing.

One Person Company: a different clock

A One Person Company has no AGM requirement (s.96(1) begins "Every company other than a One Person Company"). The third proviso to s.137(1) says it "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". For an OPC the financial-year end, not an AGM date, starts the count.

Why the thirty days are easy to miss

Section 96(1) sets the meeting timeline that sits underneath the filing dates. Every company other than a One Person Company must hold an annual general meeting each year, and "not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next" (s.96(1)). The first annual general meeting must be held "within a period of nine months from the date of closing of the first financial year of the company", and any other annual general meeting "within a period of six months, from the date of closing of the financial year" (first proviso to s.96(1)).

The Registrar "may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months" (third proviso to s.96(1)). Because an extended AGM date moves the date from which section 137 counts thirty days, the filing dates move with it. The first AGM cannot be extended in this way.

The section's answer is to file the unadopted set inside the window and resolve the dispute at the adjourned meeting. A disagreement among shareholders, directors or the auditor over the numbers is not a ground in section 137 for holding back the first filing.

Penalty for missing a filing date

Section 137(3) applies if a company fails to file the copy of the financial statements under sub-section (1) or (2) before the expiry of the period specified in them.

The company is liable to a penalty of ten thousand rupees, and for continuing failure a further penalty of one hundred rupees for each day the failure continues, subject to a maximum of two lakh rupees (s.137(3)).
The officers named in the sub-section are the managing director and the Chief Financial Officer, if any. In their absence it is any other director charged by the Board with the responsibility of complying with the section. If there is no such director, it is all the directors of the company. Each is liable to a penalty of ten thousand rupees, and for continuing failure a further one hundred rupees for each day after the first during which the failure continues, subject to a maximum of fifty thousand rupees (s.137(3)).

These are the penalty amounts in the Act itself. The filing fees and additional fees "as may be prescribed" under s.137(1) and the second proviso, and the e-form to use, are set outside section 137. Check them in the current rules before filing.

FY 2025-26: General Circular No. 05/2026

For financial year 2025-26, MCA General Circular No. 05/2026, dated 24 October 2026, allows companies to file the AOC-4 family of e-forms (the financial statement forms) up to 31 December 2026, and the MGT-7 and MGT-7A annual returns up to 31 January 2027, "without payment of additional fees" (para 2 of the circular). Paragraph 3 of the circular says that it is not to be read as extending the statutory time for holding AGMs, and that companies which have not adhered to the statutory timelines "shall be liable under the relevant provisions of the Act". Paragraph 4 says filings made after the currency of the circular attract all fees, including additional fees, from the date they were actually due.

Two limits are worth noting for a board dealing with unadopted accounts. The circular speaks of additional fees; it does not mention the penalty in s.137(3). It also names the AOC-4 forms for financial statements without separately mentioning unadopted statements filed under the first proviso. A company in this position should confirm with its CA how the circular applies to its provisional filing before relying on it. The circular does not move the AGM date, so the s.96 timelines above still apply.

What to do now

Next step: On the AGM date, minute what happened: the accounts tabled, the motion for adoption, the result, and the adjournment date if any. If adoption failed, prepare the unadopted statements with the same documents required under s.137(1).
Deadline: File the unadopted set within thirty days of the date of the annual general meeting (first proviso to s.137(1)). If no AGM was held, the date is thirty days from the last date before which it should have been held (s.137(2)). After the adjourned meeting adopts the statements, file the adopted set within thirty days of that adjourned meeting (second proviso to s.137(1)).
Consequence: A failure to file in time attracts the company and officer penalties in s.137(3): ₹10,000 plus ₹100 a day for the company up to ₹2 lakh, and ₹10,000 plus ₹100 a day for each officer in default up to ₹50,000.

Have a CA review your facts before you act or file.

FAQ

We did not adopt the accounts. Can we skip ROC filing this year?
No. The first proviso to s.137(1) requires the unadopted financial statements, with the required documents, to be filed within thirty days of the date of the annual general meeting, and the Registrar takes them as provisional.

How long do we have for the normal adopted set?
Thirty days from the date of the annual general meeting (s.137(1)).

After the adjourned meeting adopts the accounts, do we file again?
Yes. The second proviso to s.137(1) requires financial statements adopted in the adjourned annual general meeting to be filed within thirty days of the date of that adjourned meeting.

What does the Registrar do with the unadopted set?
The Registrar takes it in his records as provisional until the adopted statements are filed after adoption in the adjourned annual general meeting (first proviso to s.137(1)).

Do One Person Companies follow the same AGM clock?
No. A One Person Company files within one hundred eighty days from the closure of the financial year (third proviso to s.137(1)).

What if the AGM was never held?
Section 137(2) requires the statements, signed, with a statement of facts and reasons for not holding the annual general meeting, within thirty days of the last date before which the meeting should have been held.

Can the AGM date be pushed to buy time for filing?
Only through the Registrar's extension for an AGM other than the first, for a special reason and by not more than three months (third proviso to s.96(1)).

General information only, based on the Companies Act, 2013 as available on 2 November 2026. Confirm the current forms and fees before filing.

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