Launch offer — 25% off with code LAUNCH-25 See plans →
Microlesson · 5-min read

Voluntary Revision of Financial Statements or Board's Report (Section 131)

# Voluntary Revision of FS or BOD Report — Section 131

## 1. Trigger

If it appears to the directors that the FS (Sec 129) or BOD Report (Sec 134) of any of the preceding 3 FYs does not comply, the company may voluntarily apply to NCLT for revision.

## 2. Procedure — Step-by-Step

1. BOD Resolution to prepare revised FS / BOD Report of any of the preceding 3 FYs.

2. Application to NCLT in Form NCLT-1 within 14 days of BOD decision.

3. Advertise the application in a newspaper at least 14 days before NCLT hearing.

4. NCLT gives notice to CG, IT authority and Auditor; considers their representations.

5. If NCLT approves → file certified copy of order with ROC within 30 days of receipt.

6. Call general meeting; notice (with reasons for change in FS) to be published in English & vernacular newspapers.

7. Approval in general meeting — revised FS, statement of directors and statement of auditors approved before adoption.

8. After GM approval → file revised FS (with auditor statement) or BOD report with ROC within 30 days of approval.

9. Disclose detailed reasons for revision in the BOD report of the FY in which revision is made.

> Cap on frequency: Revised FS / BOD report shall not be prepared or filed more than once in a FY.

## 3. Scope of Revision (if originals already circulated)

If the previous FS/BOD report were already sent to members, ROC, or laid at AGM, revision is confined to:

  • Correction of only those parts that do not comply with Sec 129 or Sec 134, and
  • Necessary consequential alterations.

(No re-opening or holistic rewriting beyond what is needed for compliance.)

## 4. CG Rule-Making Power

CG may make rules covering:

  • Whether revised FS/BOD report replaces the earlier one entirely or supplements it with a correction document
  • Functions of the auditor in respect of revised FS / BOD report
  • Steps required to be taken by directors

Worked example

### Example 1

Example — Frequency cap: X Ltd. revised its FS for FY 2023-24 in June 2026 with NCLT approval. In November 2026 (same FY 2026-27), the BOD discovers another non-compliance in the FS of FY 2022-23. X Ltd. cannot file another revision in the same FY 2026-27 — limited to once per FY.

### Example 2

Example — 3-Year Window: In FY 2025-26, directors of Y Ltd. wish to revise FS of FY 2021-22. Since 2021-22 is the 4th preceding FY, it is beyond the 3-FY window and revision is not permitted under Section 131.

⚠️ Common exam mistakes

  • Confusing the 3-year window (Sec 131 voluntary) with the 8-year window (Sec 130 court/NCLT-ordered).
  • Skipping the newspaper advertisement of the NCLT application — required 14 days before hearing.
  • Filing revised FS without first obtaining shareholder approval in a general meeting.
  • Attempting more than one revision in the same FY — barred by Section 131.
  • Re-writing FS holistically when previous FS were already circulated — revision must be confined to non-compliant portions plus consequential changes.
Bare-Act text Section 131 · Companies Act, 2013 · click to expand
Section 131 — Voluntary revision of financial statements or Board's report: 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 FS or revised report in respect of any of the three preceding FYs after obtaining approval of the Tribunal on an application made by the company. A copy of the Tribunal's order shall be filed with the Registrar. Such revised FS or report shall not be prepared or filed more than once in a FY. Where copies of previous FS or report had been sent out to members or delivered to Registrar or laid before AGM, revisions shall be confined to corrections necessary and consequential alterations.
Now that you've read this — what's next?
Move from understanding → mastery in 3 clicks. Each option below picks up from this lesson's topic.
Start 15-min diagnostic