Voluntary Revision of Financial Statements or Board's Report (Section 131)
# Voluntary Revision of Financial Statements or Board's Report (Section 131)
## When can revision be done?
If it appears to the directors that:
The Financial Statements (FS) of the company, OR
The Board of Directors' (BOD) Report
do not comply with Section 129 (FS) or Section 134 (BOD Report), they may prepare revised FS or revised BOD Report.
## Scope of Revision
Revision can be done in respect of any of the three preceding financial years.
Revision requires prior approval of the Tribunal (NCLT).
## Procedure for Revision
### Step 1: Application to Tribunal
Company files an application with the Tribunal seeking approval to revise FS / BOD Report.
### Step 2: Notice by Tribunal
Tribunal gives notice to the Central Government (CG) and the Income Tax Authorities (ITA).
Tribunal also gives an Opportunity of Being Heard (OOBH) to the concerned auditor.
### Step 3: Hearing
Apply for hearing at least 14 days prior to the date of hearing.
Advertise the NCLT order.
### Step 4: Information to be furnished
The application/notice shall include:
The Financial Year (FY) to which the accounts relate
Name and details of MD / CFO / CS / Directors / Officers responsible
Auditor's details
Copy of the Board Resolution (BR)
Grounds for seeking revision
Whether majority of directors or auditor has changed immediately before the application
### Step 5: After NCLT Approval
Call for a General Meeting (GM).
Issue notice and publish in 2 newspapers.
In the GM, place the revised FS, Directors' statement, and Auditor's statement for consideration.
Obtain approval by Ordinary Resolution (OR).
### Step 6: Filing with ROC
File revised FS with ROC within 30 days of approval.
## Important Restrictions
1. Frequency: Such FS or BOD Report shall NOT be revised or filed more than ONCE in a Financial Year.
2. Extent of Revision (How much can you alter?):
Where copies of FS / BOD Report have already been sent to members OR delivered to ROC OR laid in AGM,
The revision must be confined to:
Corrections in respect of which the previous FS/BOD report did not comply with Section 129/134, AND
Necessary consequential alterations.
Worked example
### Example 1
Example 1: ABC Ltd's FS for FY 2022-23 was filed with ROC. In FY 2024-25, the directors realized that depreciation was not computed as per Schedule II (violation of Sec 129). Can revision be done?
Solution: Yes, since FY 2022-23 is within the 3 preceding FYs. ABC Ltd must:
1. Pass a Board Resolution
2. Apply to NCLT for approval
3. NCLT will issue notice to CG, ITA, and give OOBH to the auditor
4. After approval, call GM (notice + 2 newspaper advertisements)
5. Obtain Ordinary Resolution
6. File revised FS with ROC within 30 days
The revision must be confined to depreciation correction and consequential changes only.
### Example 2
Example 2: XYZ Ltd revised its FS for FY 2023-24 on 15.05.2025. On 20.11.2025, directors notice another non-compliance in the same FY's FS. Can a second revision be done?
Solution: No. Revision can be done only once in a financial year for the same FS/BOD Report. The company will have to wait for the next FY or take corrective action through disclosures.
⚠️ Common exam mistakes
Confusing the 3-year preceding limit — students often forget that revision is permitted only for the 3 immediately preceding FYs, not unlimited past years.
Forgetting that Tribunal (NCLT) approval is mandatory before revision — not just Board or shareholder approval.
Missing that OOBH must be given to the concerned auditor by the Tribunal, in addition to notice to CG and ITA.
Ignoring the rule that FS/BOD Report can be revised only ONCE in a financial year.
Overlooking that the scope of revision is restricted to non-compliance items + consequential alterations only — it is NOT a fresh re-preparation.
Forgetting the 30-day filing window with ROC after GM approval.
Missing the requirement of publication in 2 newspapers along with notice of GM.
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.
(2) Where copies of the previous financial statement or report have been sent out to members or delivered to the Registrar or laid before the company in general meeting, the revisions must be confined to—
(a) the correction in respect of which the previous financial statement or report do not comply with the provisions of section 129 or section 134; and
(b) the making of any necessary consequential alternation.