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Cash Flow Statement Under Section 2(40): Who Need Not Prepare One

A small company, a one person company and a dormant company are outside the requirement — the definition of financial statement leaves it out for them.

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Company Law
Published
September 7, 2026
Last updated
Oct 1, 2026
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Last updated: October 2026Verified against: Government sources

The exemption

As per Section 2 (40), exemptions have been granted to small company, One Person Company and dormant company from preparing Cash Flow Statement. Therefore, it is not mandatory for a small company to prepare Cash Flow Statement.

Why the cash flow statement exemption sits in a definition

Section 2(40) defines "financial statement". Section 129 then requires the financial statements to give a true and fair view, section 134 requires them to be signed, section 136 requires them to be sent to members, and section 137 requires them to be filed.

Put the exemption in the definition and it flows through every one of those. For a small company, a one person company or a dormant company, the cash flow statement is simply not part of what a financial statement is — so there is nothing to prepare, sign, circulate, audit against or file. One amendment, and every downstream obligation adjusts.

The alternative drafting — a separate exemption in section 129 — would have needed matching carve-outs everywhere else, and any one of them missed would have left a company obliged to circulate a statement it was not required to prepare.

As to why these three classes: the cash flow statement is the most analytical of the primary statements. It reconciles profit to cash, separates operating from investing and financing flows, and is useful precisely because a reader cannot derive it from the balance sheet and profit and loss account alone.

That usefulness assumes a reader who is not otherwise informed. A one person company has one member, who runs the business. A small company has few shareholders, usually the same people as the directors. A dormant company has no significant transactions to report — a cash flow statement for it would be a page of zeroes.

In each case the people the statement would inform already know, and the cost of preparing it is real.

Note that the exemption is defined by the class. A company that ceases to be a small company because it crosses the section 2(85) thresholds must prepare the statement from that point, and those thresholds have been raised since this FAQ was issued.

What a financial statement includes

ComponentOrdinary companySmall company, OPC, dormant company
Balance sheetYesYes
Profit and loss accountYesYes
Cash flow statementYesNot required
Statement of changes in equity, where applicableYesAs applicable
Explanatory notesYesYes

Note on currency

The small company thresholds in section 2(85) have been revised upward since this FAQ was issued, so more companies now fall within the exemption than did in 2019. Confirm the current paid-up capital and turnover limits, and remember that a holding company, a subsidiary, a section 8 company and a company governed by a special Act are excluded from the small company definition however small they are.

Common mistakes

  • Looking for the cash flow statement exemption in section 129 rather than in the definition.
  • Applying it to a subsidiary or a holding company, which cannot be a small company.
  • Continuing to rely on it after the company has crossed the thresholds.
  • Using the 2019 small company limits rather than the revised ones.
Quick recapKey facts & short answers

Key Facts About Cash Flow Statement

  • Applies in: All states across India, under the relevant central law.
  • Mode: Mostly online via the official government portal.
  • Typical timeline: Ranges from a few days to a few weeks depending on the case.
  • Non-compliance: May attract penalties, interest or late fees.
  • Expert help: TaxClue completes the entire process end to end for you.

Must a small company prepare a cash flow statement?

No. Under section 2(40) of the Companies Act, 2013, exemptions have been granted to a small company, a one person company and a dormant company from preparing a cash flow statement.

Where does the exemption sit?

In the definition of "financial statement" itself, which excludes the cash flow statement for those classes.

Cash Flow Statement: a key compliance topic in Indian tax and corporate law that businesses and individuals must understand to remain compliant.

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Disclaimer: This article is for general informational purposes only and does not constitute professional tax, legal or financial advice. Laws, rates and due dates change and can vary by individual case — always verify with the relevant government source (e.g. mca.gov.in, incometax.gov.in) or consult a qualified professional before acting. TaxClue accepts no liability for decisions taken based on this content.

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Questions, answered

Short, direct answers to the 6 questions readers ask most on this topic.

No. Under section 2(40) of the Companies Act, 2013, exemptions have been granted to a small company, a one person company and a dormant company from preparing a cash flow statement.

In the definition of "financial statement" itself, which excludes the cash flow statement for those classes.

Small company, one person company and dormant company.

Because the cost of preparing the statement outweighs its value where the entity is small, has a single member, or is not carrying on operations.

A balance sheet, a profit and loss account, a cash flow statement, a statement of changes in equity where applicable, and explanatory notes.

Yes. The thresholds in section 2(85) have been raised since this FAQ was issued; verify the current paid-up capital and turnover limits before relying on the exemption.