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Section 136 of the Companies Act 2013: Right of Member to Copies of Audited Financial Statement

SECTION-136 (Right of member to copies of audited financial statement) under CHAPTER-IX (Accounts of Companies) of the Companies Act, 2013

(1) Without prejudice to the provisions of section 101, a copy of the financial statements, including consolidated financial statements, if any, auditor’s report and every other document required by law to be annexed or attached to the financial statements, which are to be laid before a company in its general meeting, shall be sent to every member of the company, to every trustee for the debenture-holder of any debentures issued by the company, and to all persons other than such member or trustee, being the person so entitled, not less than twenty-one days before the date of the meeting:


Provided that in the case of a listed company, the provisions of this sub-section shall be deemed to be complied with, if the copies of the documents are made available for inspection at its registered office during working hours for a period of twenty-one days before the date of the meeting and a statement containing the salient features of such documents in the prescribed form or copies of the documents, as the company may deem fit, is sent to every member of the company and to every trustee for the holders of any debentures issued by the company not less than twenty-one days before the date of the meeting unless the shareholders ask for full financial statements:

Provided further that the Central Government may prescribe the manner of circulation of financial statements of companies having such net worth and turnover as may be prescribed:

Provided also that a listed company shall also place its financial statements including consolidated financial statements, if any, and all other documents required to be attached
thereto, on its website, which is maintained by or on behalf of the company:

Provided also that every company having a subsidiary or subsidiaries shall,—
(a) place separate audited accounts in respect of each of its subsidiary on its website, if any;
(b) provide a copy of separate audited financial statements in respect of each of its subsidiary, to any shareholder of the company who asks for it.

(2) A company shall allow every member or trustee of the holder of any debentures issued by the company to inspect the documents stated under sub-section (1) at its registered office during business hours.

(3) If any default is made in complying with the provisions of this section, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees.




Extra Notes for Readers

(1) The Companies Act, 2013 received the assent of the President on the 29th August, 2013 (Published in the Gazette of India, Extraordinary, Part II - Section 1 by Ministry of Law and Justice, Legislative Department on 30th August, 2013) - link


(2) Section 136 of the Companies Act 2013 was notified by MCA Notification S.O. 902(E) dated 26th March 2014 (w.e.f. 1st April 2014) - link

(3) Relevant rule(s) of the Companies (Accounts) Rules, 2014 - link
  • Rule 10 - Statement containing salient features of financial statements [Form AOC-3]
  • Rule 11 - Manner of circulation of financial statements in certain cases
[Also check amendments, if any, to the Companies (Accounts) Rules, 2014]

(4) MCA Clarification - General Circular No. 11/2015 dated 21st July, 2015 - link


(5) Section 8 Companies - MCA Notification G.S.R. 466(E) dated 5th June, 2015 - link

Serial
Number
Provisions of the Act
Exceptions, Modifications and Adaptations
7.
Sub-section (1) of section 136.
In sub-section (1), for the words “twenty one days”, the words “fourteen days” shall be substituted.

(6) Nidhis(Nidhi Companies) - MCA Notification G.S.R. 465(E) dated 5th June 2015 - link



Sl. No.
Provisions of the Companies Act, 2013
Exceptions, modifications and adaptations
8.
Sub-section (1) of Section 136
Shall apply, subject to the modification that, in the case of members who do not individually or jointly hold shares of more than one thousand rupees in face value or more than one per cent. of the total paid-up share capital whichever is less, it shall be sufficient compliance with the provisions of the section if an intimation is sent by public notice in newspaper circulated in the district in which the Registered Office of the Nidhi is situated stating the date, time and venue of Annual General Meeting and the financial statement with its enclosures can be inspected at the registered office of the company, and the financial statement with enclosures are affixed in the Notice Board of the company and a member is entitled to vote either in person or through proxy.





This page was last updated on 21st March, 2017.

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