# Section 131 - Voluntary Revision of FS or Board Report

## When Can a Company Voluntarily Revise?

A company can voluntarily revise if it appears to the directors that:

1. The Financial Statements of the company do not comply with Section 129 (i.e., do not give true & fair view or do not comply with AS), OR

2. The Board's Report does not comply with Section 134 (i.e., does not contain prescribed disclosures).

## Procedural Requirements

### Step 1: Approval of Tribunal

The directors shall prepare revised FS or Board Report in respect of any of the 3 preceding financial years.
Approval of the Tribunal (NCLT) is required.

### Step 2: Notice and Representation

Tribunal shall:

Give notice to the Central Government and the Income-tax authorities.
Consider representations, if any, made by them before passing any order.

### Step 3: Number of Times

Such revised FS or Board Report shall not be prepared or filed more than once in a financial year.

### Step 4: Sending Copies to Members

Where copies of the previous FS or Report were sent to members, laid before AGM, or delivered to ROC:

Revisions must be confined to:
Necessary alterations under Section 129 / Section 134, AND
Consequential alterations flowing from such necessary alterations.

## Key Comparison: Section 130 vs Section 131

Feature	Section 130 (Re-opening)	Section 131 (Voluntary Revision)
Nature	Compulsory	Voluntary
Initiated by	CG/IT/SEBI/Regulator/Any person concerned	Company (directors)
Ordered by	Court/Tribunal	Tribunal (NCLT)
Period	8 preceding FYs	3 preceding FYs
Grounds	Fraudulent accounts / Mismanagement	Non-compliance with Sec 129 or 134
Frequency	As ordered	Not more than once in a FY

## Audit Considerations

The auditor's function continues - revised FS must be audited again.
Earlier FS is superseded once revised version is approved.
The Board must take detailed steps to revise.
Carrying values of items must be reconsidered.
Detailed reasons for revision must be disclosed in the Board's Report of the relevant FY in which revision is made.

Worked example

### Example 1

Example 1: In FY 2025-26, ABC Ltd.'s directors notice that the Board's Report for FY 2022-23 omitted certain mandatory disclosures under Sec 134. Can it be revised?

Answer: Yes. FY 2022-23 is within the 3 preceding financial years. Directors must apply to NCLT for approval. NCLT will give notice to CG and Income Tax Authorities and consider their representations. The detailed reasons for revision must be disclosed in the current year's Board Report.

### Example 2

Example 2: XYZ Ltd. has already revised its FS for FY 2023-24 once in FY 2025-26. In the same FY 2025-26, can it again revise FS for FY 2022-23?

Answer: No. Revised FS shall not be prepared or filed more than once in a financial year. XYZ Ltd. must wait until the next FY to undertake another revision.

### Example 3

Example 3: PQR Ltd. wants to revise FS for FY 2017-18 to correct AS non-compliance. Is this permissible under Sec 131?

Answer: No. Section 131 permits revision only for the 3 preceding financial years. FY 2017-18 is well beyond this period. If fraud/mismanagement is involved, Section 130 (8 years) may be considered, but only on court/Tribunal order via application by CG/IT/SEBI etc.

⚠️ Common exam mistakes

Confusing the period - it is 3 preceding FYs under Sec 131, not 8 years (Sec 130).
Forgetting NCLT approval is mandatory - directors cannot revise on their own discretion.
Missing that revision is allowed only ONCE in a financial year.
Forgetting that revision must be confined to necessary + consequential alterations only - it is not a full re-write.
Missing the requirement to give notice to CG and IT Authorities (note: SEBI is mentioned in Sec 130, not in Sec 131).

Bare-Act text Section 131 · Companies Act, 2013 · click to expand

Section 131 - Voluntary revision of financial statements or Board's report: (1) If it appears to the directors of a company that— (a) the financial statement of the company; or (b) the report of the Board, do not comply with the provisions of section 129 or section 134 they may prepare revised financial statement or a revised report in respect of any of the three preceding financial years after obtaining approval of the Tribunal on an application made by the company in such form and manner as may be prescribed and a copy of the order passed by the Tribunal shall be filed with the Registrar: Provided that the Tribunal shall give notice to the Central Government and the Income-tax authorities and shall take into consideration the representations, if any, made by that Government or the authorities before passing any order under this section: Provided further that such revised financial statement or report shall not be prepared or filed more than once in a financial year: Provided also that the detailed reasons for revision of such financial statement or report shall also be disclosed in the Board's report in the relevant financial year in which such revision is being made.

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Section 131 - Voluntary Revision of Financial Statements or Board Report

Worked example

⚠️ Common exam mistakes