How to Find a Company's Financial Statements at the ROC

Knowing how to find a company's financial statements at the ROC matters most for the companies that publish nothing else. A listed company pushes its results to the exchanges. An unlisted company, a private company, a subsidiary buried in a group chart, does not. What all of them have in common is section 137 of the Companies Act, 2013, which puts a copy of the financial statements on the Registrar's record, and section 399, which lets any person inspect what the Registrar keeps.

What section 137 puts on the record

Section 137(1) requires a copy of the financial statements, including the consolidated financial statement if any, along with all documents required to be attached to them, duly adopted at the annual general meeting, to be filed with the Registrar within thirty days of the date of the AGM, with such fees or additional fees as may be prescribed.

Five provisos widen that. Each one is a different record you may find on the file:

The first proviso is the one that repays attention. A statement can be on the Registrar's file and still be provisional, because the AGM did not adopt it. The record itself carries that status.

Section 137(2) covers the case where no AGM was held at all. The statements, with the documents required under sub-section (1), duly signed, along with a statement of the facts and reasons for not holding the meeting, must be filed within thirty days of the last date before which the AGM should have been held.

The right that lets you read it

Section 399(1) is the access provision, and it is drafted for the general public rather than for members. Save as otherwise provided elsewhere in the Act, any person may:

• (a) inspect by electronic means any documents kept by the Registrar, being documents filed or registered by him under the Act or recording any fact required or authorised to be recorded, on payment for each inspection of such fees as may be prescribed
• (b) require a certificate of incorporation of any company, or a copy or extract of any other document or part of a document, to be certified by the Registrar, on payment in advance of such fees as may be prescribed

The proviso to section 399(1) limits those rights in two narrow cases, both about prospectuses. Documents delivered to the Registrar with a prospectus under section 26 are open only during the fourteen days beginning with the date of publication of the prospectus, and at other times only with the permission of the Central Government. The same fourteen-day window and permission requirement applies to documents delivered under section 388(1)(b).

Section 399(3) is why a Registrar copy is worth paying for. A copy of, or extract from, any document kept and registered at a registration office, certified to be a true copy by the Registrar, is admissible in all legal proceedings as of equal validity with the original. The Registrar's official position does not have to be proved.

The electronic route those rights run over comes from section 398(1)(d), which empowers the Central Government to make rules under which inspection of documents maintained in electronic form may be made by any person through the electronic form, in such manner as may be prescribed. The Act does not itself name a portal or set a fee. Both come from rules made under these sections, and this page does not restate a fee schedule it has not read at source.

A late filing is still a filing

Section 403(1) matters here because a company that misses the section 137 deadline does not thereby escape the record. Its first proviso says that where a document required under section 92 or section 137 is not filed within the period provided in those sections, it may still be filed after that period on payment of such additional fee as may be prescribed, which shall not be less than one hundred rupees per day, and different amounts may be prescribed for different classes of companies.

Section 403(2) keeps the two consequences separate. Paying the fee and the additional fee does not displace the penalty or punishment the Act provides for the failure.

In case of continuing failure, section 137(3) adds a further penalty of one hundred rupees for each day during which the failure continues, subject to a maximum of two lakh rupees. The managing director and the Chief Financial Officer, and in their absence the director charged by the Board with complying with the section, and in the absence of any such director all the directors, are liable to a penalty of ten thousand rupees, with a further one hundred rupees a day after the first, subject to a maximum of fifty thousand rupees.

Those figures are recent and they are much lower than what they replaced. Act 22 of 2019, section 22, with effect from 2 November 2018, replaced "punishable with fine" with liability to a penalty and removed the imprisonment limb for officers. Act 29 of 2020, section 28, with effect from 21 December 2020, cut the company's continuing penalty from one thousand rupees a day capped at ten lakh rupees to one hundred rupees a day capped at two lakh, and cut the officers' base figure from one lakh to ten thousand and their cap from five lakh to fifty thousand.

Reading the file once you have it

Three checks are worth running on any set of statements pulled from the Registrar's record.

Check whether it is adopted or provisional. The first proviso to section 137(1) means the file may hold a statement the AGM never adopted. If the adjourned-meeting filing under the second proviso is not there as well, the adoption never happened on the record.

Check the date against the AGM date. Thirty days from the AGM under sub-section (1), or thirty days from the last date the AGM should have been held under sub-section (2). A long gap points at a section 403 additional-fee filing rather than a timely one.

Check whether foreign subsidiary accounts are attached. The fourth and fifth provisos to section 137(1) make them part of the filing, and their absence from a group with overseas subsidiaries is visible on the face of the record.

• What is a Form AOC-4 is the form the section 137 filing is made in.
• Section 129 financial statements is the standard the filed statement had to meet before it was filed.
• Section 136 right to financial statements is the members' route to the same documents, which runs earlier and is free.
• MGT-7 vs AOC-4 separates the annual return from the financial statements, the two filings people most often confuse on the Registrar's record.
• What is the register of members is the other company record with a statutory inspection right attached.

Flock's India coverage is built on exchange and regulator feeds, so a Registrar filing is not something that arrives in an exchange disclosure stream. Flock reports the filings it does carry with their dates and source links intact. What any of it means for you is your call to make.