## Section 131 – Voluntary Revision of FS / Board's Report

### When Can Directors Revise?

If it appears to the directors that:

The FS of the company do not comply with Section 129, OR
The Board's Report does not comply with Section 134

then they may prepare revised FS or a revised Board's Report in respect of any of the three preceding financial years, after obtaining the approval of the Tribunal.

### Procedure

1. Apply to NCLT (Tribunal) for approval

2. Tribunal gives notice to:

Central Government (CG)
Income Tax Authorities (ITA)
Concerned Auditor — to give an opportunity of being heard (OOBH)

3. Tribunal hears representations and passes order

4. Once approved, file the NCLT order with ROC

5. Call for a General Meeting (GM) with notice published in 2 newspapers

6. Place before such GM: the revised FS / revised Board's Report, directors' statement and auditor's report

### Information to Include in NCLT Application / Order

The FY to which the accounts relate
Name and details of MD, CFO, CS, Directors, Officers responsible, Auditor (during the FY in question and currently in office)
Copy of Board Resolution
Grounds for seeking revision
Whether the majority of directors or the auditor has changed immediately before the application

### Key Limits

Aspect	Limit
FYs for which revision allowed	Any of 3 preceding FYs
Frequency	Revision can be made only once in a FY
Pre-condition	Tribunal approval mandatory

### Section 130 vs. Section 131 – Comparison

Basis	Section 130 (Re-opening)	Section 131 (Voluntary Revision)
Who initiates?	CG / ITA / SEBI / Regulator / Person concerned	Directors of the company
Authority	Court / Tribunal	Tribunal only
Grounds	Fraud / Mismanagement	Non-compliance with Sec. 129 (FS) or Sec. 134 (BR)
Period	8 preceding FYs (longer if investigation)	3 preceding FYs
Result	Re-opened/re-cast accounts are FINAL	Revised FS / BR
Voluntary?	No (only on application by external parties)	Yes (by directors)

Worked example

### Example 1

Q: In FY 2025-26, directors of M Ltd. notice that the Board's Report for FY 2023-24 omitted disclosures required by Section 134. Can they revise it? What is the procedure?

A: Yes. Since FY 2023-24 falls within the three preceding FYs, the directors may revise the Board's Report under Section 131. Procedure: (i) apply to NCLT for approval; (ii) NCLT will give notice to CG, ITA and the auditor; (iii) after approval, file NCLT order with ROC; (iv) call a GM with notice in 2 newspapers and place the revised report, directors' statement and auditor's report before the meeting.

### Example 2

Q: Can a company revise its FS for the same FY twice in a single financial year under Section 131?

A: No. The proviso to Section 131(1) bars filing a revised FS or BR more than once in a FY.

⚠️ Common exam mistakes

Confusing the 3-year window of Section 131 with the 8-year window of Section 130.
Forgetting that prior Tribunal approval is mandatory – directors cannot unilaterally revise FS/BR.
Missing the notice requirements to CG, ITA, and the concerned Auditor (OOBH).
Not knowing that revision can be done only once in a financial year.
Forgetting that the revised documents must be laid before a GM with notice in 2 newspapers.

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

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.

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Section 131 – Voluntary Revision of FS or Board's Report

Worked example

⚠️ Common exam mistakes