Companies Act 2013 has provided a mechanism for revision or reopening of financials statement of a Company, even in a situation where it has already been approved by the company at its AGM or circulated to the members or filed with ROC.
Revision or reopening of accounts can be made in the following ways:
A. Voluntary reopen or revision.
B. Compulsory Reopening of financial
For Revision of the Financials Statements following procedure are to be followed:
1. Call & Hold the Board Meeting as per Section 173 & SS-1
2. Pass the Resolution for Making an Application to NCLT for revision of accounts
3. The Application made in NCLT shall contain some particulars.
3.1 Financial year or period to such accounts relates.
3.2. The name and contact details of MD, CFO, Directors and CS, if any. And other person responsible for maintaining books of Accounts.
3.3. The Name and contact details of Auditor and Former Auditor.
3.4. Copy of the Board Resolution passed by the Board of Directors.
3.5. Grounds for seeking revision of financial statements or Board Report.
4. Application provided in NCLT-1 with attachment thereto accompanied by notice of Admission. Mandatory attachment for application:
1. Audited financial statements of relevant period;
2. Copies of memorandum and articles of association.
3. The 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.
4. Where such accounts are audited, documents in proof of the name and contact details of the auditor or any former auditor who audited such accounts.
5. Copy of the Board resolution passed by the Board of Directors.
6. Affidavit verifying the petition.
7. Bank draft evidencing payment of application fee.
8. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be.
9. Any other relevant document.
5. Application provided in NCLT-1 shall be verified by Affidavit as per format NCLT-6
6. Advertise the application in newspaper as per Rule 35 of NCT Rules, 2016. It should be in form NCLT-3A. Advertise the petition in vernacular newspaper in which the registered office of the company is situated and in English Newspaper circulating in that district At least 14 days before the date fixed for hearing
7. Affidavit filed to the Tribunal stating whether the petition has been advertised in the manner laid down in the rules notified by the Tribunal.The Affidavit shall be accompanied with such proof of Advertisement of the service In case of Company, Advertisement may also be placed on the Website of the Company not less than three days before the date fixed for hearing.
8. If the Authorized Representative is appointed, The authorized representative shall make an appearance through Memorandum of Appearance representing the parties in form NCLT-12
9. After that Hearing will held , Tribunal may pass appropriate Oder after giving Notice to the CG and Other Authorities
10. Now For Execution of the order, the holder of the order shall make an application in form NCLT-8 as per Rule 56 of NCLT Rules, 2016
11. A Certified True copy of the Order the Tribunal shall be filed with the ROC with in thirty days from the date of receipt of certified true copy of the order.
12. After Receipt of order, A General Meeting may be called. Notice of General Meeting should be given at least 21 days in advance to all the members of the Company.
13. Notice of such General Meeting along with reason for change in financial statement may be published in newspaper in English and in vernacular language
14. Revised financial statements, Statement of Directors and Statement of Auditors may put up for consideration before a decision is taken of Adoption at General Meeting.
15. On Approval of the Revised Financial statement along with auditor report at General Meeting, Such revised financial statement along with auditor report is to be filed to Registrar of Companies.
Author of this article is CS YOGESH GUPTA & can be reached at [email protected] and 7742681270.