Lawgical Talk #29 | Employment Linked Incentive Scheme Explained : Eligibility, Benefits & Challenges on 18th September @ 4 PM | Register NOW!

Companies Act, 2013

Procedure for Voluntary Revision of Financial Statements or the Board’s Report

  1. Home
  2. Companies Act Procedures
Khushboo Sharma Khushboo Sharma
Khushboo Sharma

Published on: Sep 8, 2025

Priya Gandhi
Priya Gandhi

Updated on: Sep 8, 2025

★★★★★(1 Rating)
53

Introduction

Company that discovers non-compliance in its financial statements or Board’s Report for any of the preceding three financial years may voluntarily revise these documents. Such revisions, which may arise from errors, omissions, or incorrect disclosures, are allowed only after obtaining prior approval from the National Company Law Tribunal (NCLT). This procedure enables companies to correct and update their records in a transparent and compliant manner.

Applicable Provisions

  1. Section 96, 100, 131, 173 of Companies Act, 2013
  2. Rule 34, 35, 77, 161 of National Company Law Tribunal Rules, 2016
  3. Clause 1, 4, 7 of Secretarial Standard on Board Meeting (SS-1)
  4. Clause 1, 4, 17 of Secretarial Standard on General Meeting (SS-2)
  5. Regulation 30, 44 & 46 of SEBI(LODR) Regulations, 2015

Mandatory Requirements

Company intending to revise its financial statement or board’s report in respect of any of the three preceding financial years shall:

  1. Obtain prior approval from the National Company Law Tribunal
  2. Disclose the revision in the Board’s Report of the relevant financial year
  3. Ensure that the auditors review and provide their report or consent on the revised financial statements, if required
  4. Maintain proper documentation explaining the reasons for revision and details of the changes made.

Procedure

  1. Convene a Meeting of Board of Directors:
    • Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business
    • Attach Agenda, Notes to Agenda and Draft Resolution with the Notice, for voluntary revision in financial statement or Board’s report.
    • Hold a meeting of Board of Directors and pass a Board Resolution
      • To consider and approve the proposal of revision of the financial statements or Board’s report
      • To delegate authority to Company Secretary or any one director of the company to sign, certify and file the required form with Registrar of Companies and to do all such acts and deeds as may be necessary to give effect to the Board/Members decision.
    • Listed Company shall submit the disclosure of outcome of Board Meeting to the Stock Exchange as soon as reasonably possible but not later than 30 minutes* from the date of the Board Meeting and post the same on the website of the Company within 2 working days.

      *Note – In case the meeting of the board of directors closes after normal trading hours of that day but more than 3 hours before the beginning of the normal trading hours of the next trading day, the listed entity shall disclose the decision pertaining to the event or information, within 3 hours from the closure of the board meeting.

    • Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments. [Please refer to the Procedure for Conducting Board Meeting for further details.]
  2. File Application to National Company Law Tribunal (NCLT):
    Company shall file an application to National Company Law Tribunal in Form NCLT-1 along with Form NCLT-6 and necessary information such as:
    • Financial year or period to which such accounts relates
    • Details of personnel responsible for making and maintaining financial records such as Managing Director, directors, Company Secretary, Chief Financial Officer, or any other principal officer in charge
    • Name and details of the auditor, along with the previous auditor who has audited the Company’s financial statements
    • Copy of Board Resolution passed in a board meeting
    • Reason for revising the financial statements and board report.

    Note: If the majority of the directors or the auditor has changed immediately before the decision to apply for revision, the company shall disclose this fact in the application.

  3. Advertise the Application in Newspaper and Display on Website:
    • Company shall advertise the petition in Form NCLT-3A at least 14 days prior to the date of hearing in English newspaper and in vernacular language in which the registered office of the Company is situated. Advertisement shall contain the following information:
      • Date of presenting the application before NCLT
      • Details of the applicant along with an authorized representative
      • Nature, substance and reason for application
      • Date fixed for hearing
      • Statement to the effect that any person who is interested or affected in any way by such a petition or willing to oppose such an application shall send the notice of his intention to the bench and petitioner not later than two days before the hearing.
    • Company shall place the advertisement given in Form NCLT-3A for voluntary revision in financial statements and board’s report, on its website.
  4. File Affidavit Confirming Advertisement Before NCLT Hearing:
    Company shall file an affidavit with the NCLT at least three days prior to the date of hearing, as a proof that petition has been duly advertised.
  5. File copy of Tribunal’s Order with Registrar of Companies:
    Company shall file a copy of the order passed by the Tribunal in Form INC-28, with the Registrar of Companies (ROC) within 30 days of receipt of the order.
  6. Convene a Meeting of Board of Directors:
    • Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business.
    • Attach Agenda, Notes to Agenda and Draft Resolution with the Notice, for voluntary revision in financial statement or Board’s report.
    • Hold a meeting of Board of Directors and pass a Board Resolution
      • To consider and approve the revised financial statements or Board’s report
      • To fix the day, date, time and venue of the General Meeting and to approve the draft
      • Notice convening the General Meeting along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013
      • Explanatory statement to the notice for the relevant general meeting shall disclose the full particulars of revision of the financial statements or Board’s report
      • To authorize the Director or Company Secretary to sign and issue notice of General Meeting
    • Listed Company shall submit the disclosure of outcome of Board Meeting to the Stock Exchange as soon as reasonably possible but not later than 30 minutes* from the date of the Board Meeting and post the same on the website of the Company within 2 working days.

      *Note – In case the meeting of the board of directors closes after normal trading hours of that day but more than 3 hours before the beginning of the normal trading hours of the next trading day, the listed entity shall disclose the decision pertaining to the event or information, within 3 hours from the closure of the board meeting.

    • Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments. [Please refer to the Procedure for Conducting Board Meeting for further details.]
  7. Advertise Notice of General Meeting in Newspaper:
    Company shall advertise notice of general meeting, convened to consider the revised financial statements and Board’s Report, along with the reasons for such revision, in one English newspaper and one vernacular newspaper.
  8. Convene General Meeting
    • Notice of General Meeting shall be given at least clear 21 days before the actual date of a General Meeting in writing, by hand or by ordinary post or by speed post or by registered post or by courier or by facsimile or by e-mail or by any other electronic means or a Shorter Notice can be issued with the consent of at least majority in number and 95% of such part of the paid up share capital of the company giving a right to vote at such a meeting in accordance with Section 101.
    • Notice will be sent to all the Directors, Members, Auditors of Company, Secretarial Auditor, Debenture Trustees and to others who are entitled to receive the notice of the General Meeting.
    • Notice shall specify the day, date, time and full address of the venue of the Meeting and contain a statement on the business to be transacted at the Meeting.
    • Hold the General Meeting on fixed day and pass Special Resolution to consider the revised financial statement, director’s statements, and auditor’s certificate.
    • Listed Entity shall disclose the proceeding of General Meeting to the Stock Exchange within 12 hours from the conclusion of General Meeting and same shall be posted on the website of the company within 2 working days.
    • Listed Companies shall submit to the stock exchange the details of the voting results within 2 working days from the conclusion of the meeting and post the same on the website of the Company.
    • Prepare the minutes of General Meeting, get them signed and compile accordingly. [Please Refer the Procedure for Preparation and Signing of Minutes of General Meeting ].
  9. File Form MGT-14 with Registrar of Companies:
    Company shall file Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing the Special Resolution in the General Meeting, along with the prescribed fee as per the Companies (Registration Offices and Fees) Rules, 2014, and the following attachments:
    • Certified True Copies of the Special Resolution passed along with Explanatory Statement
    • Copy of the Notice of meeting sent to members along with all the annexure
    • Shorter Notice Consent Letters from the members in case the General Meeting was convened at shorter notice
    • Any other attachment as may be applicable.
  10. File Revised Financial Statements with Registrar of Companies:
    company shall, after obtaining approval in the general meeting, file the revised financial statements along with the auditor’s statement with the Registrar of Companies (ROC) in Form AOC-4 or Form AOC-4 XBRL, as applicable, within 30 days from the date of conclusion of the said meeting.

    Note: A revised financial statement or report shall not be prepared or filed more than once during a financial year.

  11. Disclosure in Board’s Report:
    Company shall disclose detailed reasons for revision of any financial statement or report in the Board’s report in the relevant financial year in which such revision is made.

Tell us how helpful was this post?

Our Solutions
Related Procedures
Subscribe Newsletter
Request a demo
Contact Us