Tarun Synthetics Ltd. in its financial statement for the year ended on 31st March, 2024 failed to disclose a contingent liability pertaining to a…
CA Intermediate · Corporate and Other Laws · PYQS · May 2026
Tarun Synthetics Ltd. in its financial statement for the year ended on 31st March, 2024 failed to disclose a contingent liability pertaining to a suit filed against the company amounting to 2.50 crore for the breach of a contract. In April 2025, the competent Court decided the matter against the company, as a result the company was required to pay the said amount to the decree-holder. The company decided to prefer an appeal against such order. The company felt that non-disclosure of the contingent liability affected the true and fair view of its state of affairs. So, the company voluntarily decided to revise the financial statement and the Board report for the year ended on 31st March, 2024 and held a Board Meeting on 15th May, 2025 to this effect. In light of the above facts answer the following referring to the provisions of the Companies Act, 2013: (i) Whether the company can voluntary revise the financial statements and the Board report? (ii) State the particulars/ details to be stated in the application for making such voluntary revision of financial statements under Rule 77 of the National Law Tribunal Rules, 2016. (5 Marks)
Suggested Answer and Working Notes:
(a) (i) According to section 131 (1) of the Companies Act, 2013 read with Rule 77 of the National Company Law Tribunal Rules, 2016, 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 Form No. NCLT-1 within fourteen days of the decision taken by the Board and a certified copy of the order passed by the Tribunal shall be filed with the Registrar within 30 days of the date of receipt. Such revision of the financial statements and reports shall not be prepared or filed more than once in a financial year. However, such revision cannot be done merely by passing a Board Resolution. The company can revise the financial statements and Board's Report only: after obtaining approval of the Tribunal; andthe revision can be made only for any of the three preceding financial years. In the given question, the company failed to disclose a contingent liability of 2.50 crore relating to a suit for breach of contract. Such non-disclosure affected the true and fair view of the state of affairs of the company. Therefore, the company is justified in proposing revision of the financial statements and the Board's Report for the financial year ended 31st March, 2024. Since the Board Meeting was held on 15th May, 2025 for revision of the financial statements and the Board's Report relating to the financial year 2023–24, it was well within the permissible preceding three financial years. (ii) According to Rule 77 (3) of the National Law Tribunal Rules, 2016, the application for voluntary revision of financial statements shall, inter alia, set forth the following particulars, namely: (a) Financial year or period to which such accounts relates; (b) the name and contact details of the Managing Director, Chief Financial Officer, directors, Company Secretary and officer of the company responsible for making and maintaining such books of accounts and financial statement; (c) where such accounts are audited, the name and contact details of the auditor or any former auditor who audited such accounts; (d) copy of the Board resolution passed by the Board of Directors; (e) grounds for seeking revision of financial statement or Board's Report. Further Rule 77 (2) provides that in case the majority of the directors of company or the auditor of the company has been changed immediately before the decision is taken to apply under section 131, the company shall disclose such facts in the application.
Topics: Accounts of Companies
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