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Chapter IX - Accounts of Companies

Section 131

Section 131: voluntary revision of financial statements or Board’s report

If directors find that a financial statement or Board’s report does not comply with section 129 or section 134, the company may apply to the Tribunal for approval to prepare a revised version for any of the three preceding financial years.

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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.

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Statutory text

Bare law

(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. (3) The Central Government may make rules as to the application of the provisions of this Act in relation to revised financial statement or a revised director's report and such rules may, in particular— (a) make different provisions according to which the previous financial statement or report are replaced or are supplemented by a document indicating the corrections to be made; (b) make provisions with respect to the functions of the company's auditor in relation to the revised financial statement or report; (c) require the directors to take such steps as may be prescribed.

Introduction

Section 131 provides a route, approved by the Tribunal, to correct non-compliant financial statements or Board’s reports. It is limited to non-compliance with section 129 (financial statements) or section 134 (Board’s report and related matters).

The Tribunal must give notice to the Central Government and the Income-tax authorities and consider their representations. A revision may not be prepared or filed more than once in a financial year, and the reasons must be disclosed in the Board’s report.

Key takeaways

1

Tribunal approval first

A revision needs the Tribunal’s approval on the company’s application, and the order is filed with the Registrar.

2

Three preceding years

Any of the three preceding financial years may be revised, but not more than once in a financial year.

3

Scope limit

Where the earlier version has already been circulated, filed or laid, the revision is confined to the non-compliance and necessary consequential changes.

When directors can use section 131

The trigger is that it appears to the directors that the financial statement or the Board’s report does not comply with section 129 or section 134. The company then applies to the Tribunal (the National Company Law Tribunal), in the prescribed form and manner, to prepare a revised financial statement or report for any of the three preceding financial years.

Tribunal process and filing

Before passing an order, the Tribunal gives notice to the Central Government and the Income-tax authorities and considers any representations they make. After approval, a copy of the Tribunal’s order is filed with the Registrar. The detailed reasons for the revision are disclosed in the Board’s report for the financial year in which the revision is made.

Limits on the revision

If the earlier version has been sent to members, delivered to the Registrar or laid before a general meeting, the revision is limited to correcting the non-compliance with section 129 or 134 and making necessary consequential changes. Sub-section (3) allows the Central Government to make rules on revised documents, including the auditor’s role and steps the directors must take.

Practical preparation

Identify the specific non-compliance with section 129 or 134. Confirm the year is within the three preceding financial years and that no revision has been made in the current financial year. Prepare the Tribunal application under the current rules. File the Tribunal order with the Registrar. Disclose the reasons in the Board’s report.

Practical checklist

Do

  • Tie each proposed change to a specific non-compliance with section 129 or 134.
  • Plan for representations from the Central Government and Income-tax authorities.

Avoid

  • Do not use section 131 to restate figures for reasons unrelated to non-compliance.
  • Do not revise and file more than once in a financial year.

Illustrative example

Hypothetical: omitted disclosure

Directors find that the prior year’s financial statement left out a disclosure required under section 129.

  1. Assess

    Confirm the year is within the three-year window and identify the non-compliance.

  2. Apply

    Apply to the Tribunal, which notifies the Central Government and the Income-tax authorities.

  3. File and disclose

    File the Tribunal order with the Registrar and disclose the reasons in the Board’s report.

Outcome

  • The correction is limited to the omitted disclosure and any necessary consequential changes.

Glossary

Tribunal
The National Company Law Tribunal constituted under section 408.
Consequential alteration
A change needed only because of the main correction; section 131(2)(b) permits it (the statute spells it “alternation”).

Frequently asked questions

Can a company revise its accounts without Tribunal approval under section 131?

No. Section 131 requires the Tribunal’s approval on an application by the company.

How far back can the revision go?

Any of the three preceding financial years.

Need help applying this provision to your situation?

Contact Bizeneed

Last updated 11 October 2026