Section 136 Right of member to copies of audited financial statement
- Chapter
- IX · Accounts of Companies
- Amendments
- 5
- Last changed
- 9 February 2018
136. Right of memberDefined in section 2(55): member, in relation to a company, means the subscriber to the memorandum entered in the register of members, every other person who agrees in writing to become a member and is entered in the register of members, and every person holding shares whose name is entered as a beneficial owner in depository records. to copies of audited financial statement.—
(1) Text omitted by amendmentThe words and figures “Without prejudice to the provisions of section 101” omitted by Companies (Amendment) Act, 2017, s. 38, with effect from 9 February 2018 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 memberDefined in section 2(55): member, in relation to a company, means the subscriber to the memorandum entered in the register of members, every other person who agrees in writing to become a member and is entered in the register of members, and every person holding shares whose name is entered as a beneficial owner in depository records. of the company, to every trustee for the debenture-holder of any debentures issued by the company, and to all persons other than such memberDefined in section 2(55): member, in relation to a company, means the subscriber to the memorandum entered in the register of members, every other person who agrees in writing to become a member and is entered in the register of members, and every person holding shares whose name is entered as a beneficial owner in depository records. or trustee, being the person so entitled, not less than twenty-one days before the date of the meeting:
Substituted by Companies (Amendment) Act, 2017, s. 38, with effect from 9 February 2018. Earlier read: "Provided that"Provided that if the copies of the documents are sent less than twenty-one days before the date of the meeting, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by members—
Substituted by Companies (Amendment) Act, 2017, s. 38, with effect from 9 February 2018. Earlier read: "Provided that"(a) holding, if the company has a share capital, majority in number entitled to vote and who represent not less than ninety-five per cent. of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or
Substituted by Companies (Amendment) Act, 2017, s. 38, with effect from 9 February 2018. Earlier read: "Provided that"(b) having, if the company has no share capital, not less than ninety-five per cent. of the total voting power exercisable at the meeting:
Substituted by Companies (Amendment) Act, 2017, s. 38, with effect from 9 February 2018. Earlier read: "Provided that"Provided further 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 memberDefined in section 2(55): member, in relation to a company, means the subscriber to the memorandum entered in the register of members, every other person who agrees in writing to become a member and is entered in the register of members, and every person holding shares whose name is entered as a beneficial owner in depository records. 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:
Substituted by Companies (Amendment) Act, 2017, s. 38, with effect from 9 February 2018. Earlier read: "Provided further"Provided also 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:
Substituted by Companies (Amendment) Act, 2017, s. 38, with effect from 9 February 2018. Earlier read: "the Fourth proviso"Provided also that every listed company having a subsidiary or subsidiaries shall place separate audited accounts in respect of each of subsidiary on its website, if any:
Substituted by Companies (Amendment) Act, 2017, s. 38, with effect from 9 February 2018. Earlier read: "the Fourth proviso"Provided also that a listed company which has a subsidiary incorporated outside India (herein referred to as “foreign subsidiary”)—
Substituted by Companies (Amendment) Act, 2017, s. 38, with effect from 9 February 2018. Earlier read: "the Fourth proviso"(a) where such foreign subsidiary is statutorily required to prepare consolidated financial statement under any law of the country of its incorporation, the requirement of this proviso shall be met if consolidated financial statement of such foreign subsidiary is placed on the website of the listed company;
Substituted by Companies (Amendment) Act, 2017, s. 38, with effect from 9 February 2018. Earlier read: "the Fourth proviso"(b) where such foreign subsidiary 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 holding Indian listed company may place such unaudited financial statement on its website and where such financial statement is in a language other than English, a translated copy of the financial statement in English shall also be placed on the website.
(2) A company shall allow every memberDefined in section 2(55): member, in relation to a company, means the subscriber to the memorandum entered in the register of members, every other person who agrees in writing to become a member and is entered in the register of members, and every person holding shares whose name is entered as a beneficial owner in depository records. 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.
The proviso inserted by Companies (Amendment) Act, 2017, s. 38, with effect from 9 February 2018Provided that every company having a subsidiary or subsidiaries shall provide a copy of separate audited or unaudited financial statements, as the case may be, as prepared in respect of each of its subsidiary to any memberDefined in section 2(55): member, in relation to a company, means the subscriber to the memorandum entered in the register of members, every other person who agrees in writing to become a member and is entered in the register of members, and every person holding shares whose name is entered as a beneficial owner in depository records. of the company who asks for it.
(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.