The Board of Directors of ABC Ltd. approaches you for advice on the voluntary revision of financial statements or board reports of the company as per the Companies Act, 2013 Advise the Board of Directors.

The provisions as contained in Section 131 of the Companies Act, 2013 and Rule 77 of the National Company Law Tribunal Rules, 2016 for voluntary revision of financial statements or board reports of the company, are discussed below: As provided in Section 131(1) of the Companies Act, 2013, if it appears to the directors of the company that - a) the financial statements of the company or b) the report of the Board do not comply with the provisions of Section 129 (financial statements) or Section 134 (financial statements, Board's report etc.) of the Companies Act, 2013, they may prepare revised financial statements or a revised report in respect of any of three preceding financial years after obtaining the approval of National Company Law Tribunal (the Tribunal) on an application made by the company in such form and in such manner as may be prescribed and a copy of the order passed by the Tribunal shall be filed with the Registrar. The Tribunal shall, before passing any order, give notice to the Central Government and the income-tax authorities and shall take into consideration, the representations made if any, by the government or the authorities. Such revised financial statement or report shall not be prepared of filed more than once in a financial year. The detailed reasons for revision of such financial statement or report shall be also be disclosed in the Board's report in the relevant financial year in which such revision has been made. As provided in Section 131 (2) of the Companies Act, 2013, where the copies of the previous financial statement or report has been sent out to the members or delivered to the Registrar or laid before the general meeting of the company, the revision 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 consequential alteration. As provided in Section 131(3) of the Companies Act, 2013, the Central Government may make rules as to the application of the provisions of the Act in relation to revised financial statement or a revised Director's report and such rules may in particular: make different provisions according to which the prevision financial statements or the reports are replaced or are supplemented by a document indicating the corrections to be made; make provisions with respect to the functions of the company's auditor in relation to the revised Financial statements or report; require the directors to take such steps as may be prescribed. As provided in Rule 77 of the National Company Law Tribunal Rules, 2016 (1) where it appears to the directors of a company that the financial statements of the company or the report of the Board do not comply with the provisions of Section 129 (Financial Statements) or Section 134 (Financial Statements, Board report etc.), the application to the National Company Law Tribunal (the Tribunal) shall be made by the company in Form No. NCLT-I within 14 days of the resolution passed by the Board along-with prescribed fees. (2) In case the majority of the directors of the company or the auditor of the company has changed immediately before the decision was taken to apply under Section 131, the company shall disclose such facts in the application. (3) the application filed in Form NCLT 1 to the Tribunal, shall set forth the following particulars: a. the financial year or period to which such accounts relates. b. the names and contact details of the managing director, chief financial officer, directors, company secretary and officers of the company responsible for making and maintaining such books of accounts and financial statement. c. where such books of accounts are audited, the name and contact details of the auditor or any other former auditor who audited such accounts. d. copy of the board resolution passed by the board of directors. e. grounds seeking revision of financial statement of Board's Report. (4) The company shall at least 14 days before the date of hearing advertise the application as per Rule 35 of the National Company Law Tribunal Rules, 2016. (5) The Tribunal shall issue notice and hear the auditor of the original financial statement, if present auditor is different and after considering the application and hearing the auditor and any other person as the Tribunal may deem fit, may pass appropriate orders in the matter. (6) A certified copy of the order of the Tribunal shall be filed with the Registrar of Companies within 30 days of the receipt of the certified copy. (7) A general meeting may be called on receipt of the order of the Tribunal and notice of such general meeting along with reasons for change in financial statements may be published in newspaper in english and vernacular language. (8) In the general meeting, the revised financial statements, statement of directors and the statement of auditors may be put up for consideration before a decision is taken on adoption of the revised financial statements. (9) On approval of the general meeting, the revised financial statements, statement of auditors or revised report of the Board as the case may be, shall be filed with the Registrar within days of the general meeting approval. The Board of Directors of ABC Ltd will be advised accordingly