Unaudited Financial Statements explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 137 of the Companies Act, 2013 prints three situations in which financial statements are filed with the Registrar: after adoption at the AGM, unadopted where the AGM or adjourned AGM did not adopt them, and where no AGM was held at all. None of the three is an "unaudited" route. This guide answers the question from the printed words, as per the Companies Act, 2013 in the Ministry's consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the Companies (Accounts) Second Amendment Rules, 2025, consulted on 3 October 2026. Later amendments should be checked.
The Act prints no provision for filing unaudited financial statements. Section 134(2) says the auditors' report shall be attached to every financial statement. Section 137(1) requires filing within thirty days of the AGM of statements adopted there; its first proviso covers unadopted statements, which the Registrar takes as provisional until the adopted statements are filed after the adjourned AGM. Section 137(2) covers a year in which no AGM was held: signed statements with a statement of facts and reasons within thirty days of the last date by which the AGM should have been held. Late filing attracts the penalty in section 137(3).
The statutory chain
- Board approval and signing (section 134(1)). The financial statement, including consolidated, is approved by the Board before it is signed on behalf of the Board and submitted to the auditor for his report.
- Audit (section 134(2)). The auditors' report shall be attached to every financial statement.
- AGM (section 96). The AGM is held within six months from the close of the financial year (nine months for the first AGM), with a possible extension by the Registrar of up to three months for a special reason, other than for the first AGM.
- Filing (section 137). As below.
Section 129(1) requires the statements to give a true and fair view and comply with the accounting standards. If you need your AOC-4 file checked before it goes in, see our annual filing service.
Section 137(1): adopted and unadopted statements
Section 137(1): a copy of the financial statements, including consolidated, with all documents required to be attached, duly adopted at the annual general meeting, is filed with the Registrar within thirty days of the date of the AGM, with the prescribed fees. The first proviso: where the statements are not adopted at the AGM or adjourned AGM, the unadopted statements with the required documents are filed within thirty days of the AGM, and the Registrar takes them in his records as provisional until the statements are filed after adoption at the adjourned AGM. The second proviso: statements adopted in the adjourned AGM are filed within thirty days of that meeting. The third proviso: a One Person Company files within one hundred and eighty days from the closure of the financial year, with statements adopted by its member.
"Unadopted" is therefore a statutory category, but it means audited statements the members did not adopt, since the "required documents" include the auditors' report. It does not describe statements that have not been audited.
Section 137(2): no AGM held
Where the AGM for any year has not been held, the financial statements with the documents required to be attached, duly signed, along with the statement of facts and reasons for not holding the AGM, are filed within thirty days of the last date before which the AGM should have been held. The sub-section does not say the statements may be unaudited. Our guide on section 92 when no AGM is held covers the annual return side, and our section 137 guide covers the section further.
What goes with the form: rule 12
Rule 12(1) of the Accounts Rules says every company files the financial statements with Form AOC-4 and the consolidated financial statements, if any, with Form AOC-4 CFS, with variants for NBFCs required to comply with Ind AS. Rule 12(1B) requires a company covered by section 135(1) to furnish a CSR report in Form CSR-2. Rule 12(2) requires a notified class of companies to file in XBRL.
The Second Amendment Rules, 2025 (G.S.R. 357(E)), in force from 14 July 2025, insert rule 12(1C): every company, along with the relevant e-Form AOC-4, AOC-4 CFS, AOC-4 XBRL, AOC-4 NBFC (Ind AS) or AOC-4 CFS NBFC (Ind AS) and the respective attachments in portable document format, shall also file the e-Form Extract of Board Report, the Extract of Auditor's Report (Standalone) and the Extract of Auditor's Report (Consolidated), as the case may be. The proviso says a copy of the signed financial statements duly authenticated under section 134, including the Board's report, auditors' report and other documents, in portable document format, is also attached with XBRL forms. The Accounts Rules in the e-book consulted do not yet show this sub-rule, so it is applied from the notification. Our AOC-4 guide covers the forms.
Penalty for late filing
Section 137(3) prints a penalty on the company of ten thousand rupees and, for continuing failure, a further penalty of one hundred rupees for each day, subject to a maximum of two lakh rupees; and on the managing director and the Chief Financial Officer, or others as the sub-section lists, ten thousand rupees and a further hundred rupees each day, subject to a maximum of fifty thousand rupees. This article states no additional fee.
Worked example (invented names and dates)
Sunrise Packaging Limited closes its year on 31 March. Its AGM must be held within six months, by 30 September. The audit is delayed and the AGM is not held by 30 September. Under section 137(2), the company files its signed financial statements, with the auditors' report and the statement of facts and reasons for not holding the AGM, within thirty days of 30 September, that is by 30 October. If instead the AGM is held on 20 September and the members do not adopt the accounts, the unadopted statements are filed by 20 October; if they are adopted at an adjourned AGM on 15 October, the adopted statements are filed by 14 November (15 October plus thirty days).
Three situations answered
- AGM not held because the audit is not complete. The Act prints no unaudited filing route. Section 137(2) provides for filing when an AGM is not held, with the statement of facts and reasons. Complete the audit first.
- Filing provisional accounts. The word "provisional" appears in the first proviso for unadopted audited statements the Registrar holds until the adopted ones arrive; it is not a route for unaudited ones.
- Refiling after adoption. The second proviso: statements adopted in the adjourned AGM are filed within thirty days of that meeting.
Common mistakes
- Treating "unadopted" as meaning "unaudited".
- Not filing under section 137(2) when the AGM is missed.
- Forgetting the statement of facts and reasons.
- Leaving out the rule 12(1C) extracts.
- Using the wrong form variant for NBFC or consolidated filings.
Need help with AOC-4 and delayed AGMs?
We can complete the audit-to-filing chain, prepare the board's report extracts and file the forms. See our annual filing service.
Key takeaways
- The Act prints no unaudited filing route.
- Adopted statements: thirty days from the AGM; unadopted: provisional until adoption.
- No AGM: signed statements with facts and reasons within thirty days of the last date for the AGM.
- Rule 12(1C) extracts are part of the filing from 14 July 2025.
- Late filing carries the section 137(3) penalty.
Read next
- Holding Company AGM and Subsidiary Accounts
- MGT-7 and AOC-4 Revised in 2025
- Reply to an Adjudication Notice for Not Holding the AGM
- Section 137: Filing of Financial Statements
Disclaimer: Based on the Companies Act, 2013 in the Ministry of Corporate Affairs consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the other official texts named in this article, as consulted on 3 October 2026. Later amendments, notifications, circulars, forms and fees should be checked. Formats are general drafts to be adapted to the company's articles and facts. This article is general information, not legal advice; check the official text before acting.