Company Law

Reopening of FS & Voluntary revision of FS / BoD’s report [Ss. 130, 131]

Sr. No.

Particulars

As per NCLT order

Voluntarily by the Co

1.

Governing Section of Co Act 2013

S. 130

S. 131

2.

What can be re-opened/revised

  • Re-open books of account
  • recast its FS

Revise FS/BoD’s report

3.

Application by

CG/Income-tax authorities/SEBI/any other statutory or regulatory body or authority/any person concerned

the Co

4.

Whom to make an application

  • Competent court, or
  • NCLT
  • NCLT

5.

Reason for re-opening

Not specified

If it appears to the directors of a Co that—
FS/BoD’s report do not comply with the provisions of Ss. 129/134

6.

NCLT to give notice to

CG, Income-tax authorities, SEBI, any other statutory or regulatory body or authority or any person concerned

CG & Income-tax authorities

7.

Order is made by a court of competent jurisdiction / NCLT

to the effect that—

  1. the relevant earlier accounts were prepared in a fraudulent manner; or
  2. the affairs of the Co were mismanaged during the relevant period,

casting a doubt on the reliability of FSs

Not specified

8.

Finality/How many times revision possible

Accounts so revised/re-cast shall be final

Revised FS/BoD’s report shall not be prepared/filed more than once in a FY

9.

Revision confined to

Not specified

Where copies of the previous FS/BoD’s report have been

  • sent out to members, or
  • filed with RoC, or
  • laid before the Co in GM,

the revisions must be confined to —

  • the correction in respect of which the previous FS/BoD’s report do not comply with the provisions of S. 129/134, and
  • the making of any necessary consequential alteration

10.

Period of Limitation

No order shall be made in respect of re-opening relating to a period earlier than 8 FYs immediately preceding the current FY

except where CG has issued directions u/s 128(5) for keeping books of account for > 8 years i.e. in case of investigation order under Ch XIV

  • For any of the 3 preceding FYs after obtaining approval of NCLT

11.

Disclosure

Not specified

Detailed reasons for such revision shall also be disclosed in the BoD’s report in the relevant FY in which such revision is being made