Clarification with regard to circulation and filing of financial statement under relevant provisions of the Companies Act, 2013

The Ministry of Corporate Affairs (MCA), vide Circular No. 11/2015 dated 21st July, 2015 has clarified that a company holding a general meeting after giving a shorter notice as provided under section 101 of the Act may also circulate financial statements (to be laid/considered in the same general meeting) at such shorter notice. Further, fourth proviso to section 137(1) requires that a company shall attach along with its financial statements to be filed with the Registrar, the accounts of its subsidiary(ies) which have been incorporated outside India and which have not established their place of business in India. The MCA has examined in consultation with ICAI and clarified that in case of a foreign subsidiary, which is not required to get its accounts audited as per legal requirements prevalent in the country of its incorporation and which does not get such accounts audited, the holding/parent Indian may place/file such unaudited accounts to comply with requirements of Section 136(1) and 137(1) as applicable. These, however, would need to be translated in English, if the original accounts are not in English. Further, the format of accounts of foreign subsidiaries should be, as far as possible, in accordance with requirements under Companies Act, 2013. ln case this is not possible, a statement indicating the reasons for deviation may be placed/filed alongwith such accounts.

Click here to read the complete circular issued by MCA.

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