Section 129 — Financial statement

(1) The financial statements shall give a true and fair view of the state of
affairs of the company or companies, comply with the accounting standards notified under section133 and
shall be in the form or forms as may be provided for different class or classes of companies in
Schedule III:
Provided that the items contained in such financial statements s hall be in accordance with the
accounting standards:
Provided further that nothing contained in this sub -section shall apply to any insurance or banking
company or any company engaged in the generation or supply of electricity, or to any other class of
company for which a form of financial statement has been specified in or under the Act governing such
class of company:
Provided also that the financial statements shall not be treated as not disclosing a true and fair view of
the state of affairs of the company, merely by reason of the fact that they do not disclose—

1. The words “with imprisonment for a term which may extend to one year or” omitted by Act 29 of 2020, s. 24 (w.e.f. 21-21-
2020).
2. The words “or with both” omitted by s. 24, ibid. (w.e.f. 21-12-2020).

(a) in the case of an insurance company, any matters which are not required to be disclosed by the
Insurance Act, 1938 (4 of 1938), or the Insurance Regulatory and Development Authority Act, 1999
(41 of 1999);
(b) in the case of a banking company, any matters which are not required to be disclosed by the
Banking Regulation Act, 1949 (10 of 1949);
(c) in the case of a company engaged in the generation or supply of electricity, any matters which
are not required to be disclosed by the Electricity Act, 2003 (36 of 2003);
(d) in the case of a company governed by any other law for the time being in force, any matters
which are not required to be disclosed by that law.
(2) At every annual general meeting of a company, the Board of Directors of the company shall lay
before such meeting financial statements for the financial year.
1[(3) Where a company has one or more subsidiaries or associate companies, it shall, in addition to
financial statements provide d under sub -section ( 2), prepare a consolidated financial statement of the
company and of all the subsidiaries and associate companies in the same form and manner as that of its
own and in accordance with applicable accounting standards, which shall also b e laid before the annual
general meeting of the company along with the laying of its financial statement under sub-section (2):
Provided that the company shall also attach along with its financial statement, a separate statement
containing the salient fea tures of the financial statement of its subsidiary or subsidiaries and associate
company or companies in such form as may be prescribed:
Provided further that the Central Government may provide for the consolidation of accounts of
companies in such manner as may be prescribed.]
(4) The provisions of this Act applicable to the preparation, adoption and audit of the financial
statements of a holding company shall, mutatis mutandis, apply to the consolidated financial statements
referred to in sub-section (3).
(5) Without prejudice to sub -section (1), where the financial statements of a company do not comply
with the accounting standards referred to in sub -section (1), the company shall disclose in its financial
statements, the deviation from the accounting st andards, the reasons for such deviation and the financial
effects, if any, arising out of such deviation.
(6) The Central Government may, on its own or on an application by a class or classes of companies,
by notification, exempt any class or classes of companies from complying with any of the requirements of
this section or the rules made thereunder, if it is considered necessary to grant such exemption in the public
interest and any such exemption may be granted either unconditionally or subject to such conditions as may
be specified in the notification.
(7) If a company contravenes the provisions of this section, the managing director, the whole -time
director in charge of finance, the Chief Financial Officer or any other person charged by the Board with the
duty of complying with the requirements of this section and in the absence of any of the officers mentioned
above, all the directors shall be punishable with imprisonment for a term which may extend to one year or
with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or
with both.
Explanation.—For the purposes of this section, except where the context otherwise requires, any
reference to the financial statement shall include any notes annexed to or forming part of such financial
statement, giving information required to be given and allowed to be given in the form of such notes under
this Act.
2[129A. Periodical financial results.—The Central Government may, require such class or classes of
unlisted companies, as may be prescribed,—

1. Subs. by Act 1 of 2018, s. 33, for sub-section (3) (w.e.f. 7-5-2018).
2. Ins. by Act 29 of 2020, s. 25 (w.e.f. 22-1-2021).

(a) to prepare the financial results of the company on such periodical basis and in such form as may
be prescribed;
(b) to obtain approval of the Board of Directors and complete audit or limited review of such
periodical financial results in such manner as may be prescribed; and
(c) file a copy with the Registrar within a period of thirty days of completion of the relevant period