Sections 130 and 131 of the Companies Act, 2013: Re-opening of Accounts and Voluntary Revision
Sections 130 and 131 form part of Chapter IX of the Companies Act, 2013. They deal with two different routes for correcting company accounts or reports: compulsory re-opening or recasting under an order of a competent court or the National Company Law Tribunal, and voluntary revision by a company after approval of the Tribunal.
Updated: 17 September 2026
Section 130: Re-opening of accounts on court's or Tribunal's orders
Section 130 restricts a company from re-opening its books of account or recasting its financial statements unless the statutory conditions are met. An application may be made by the Central Government, Income-tax authorities, the Securities and Exchange Board, another statutory regulatory body or authority, or any person concerned. A court of competent jurisdiction or the Tribunal must then make the necessary order.
When can accounts be re-opened?
The order may be made where the relevant earlier accounts were prepared in a fraudulent manner, or where the company's affairs were mismanaged during the relevant period in a way that casts doubt on the reliability of its financial statements.
Notice and opportunity to make representations
Before passing an order, the court or Tribunal must give notice to the Central Government, Income-tax authorities, the Securities and Exchange Board, other statutory regulatory body or authority concerned, and any other person concerned, as applicable, and consider representations made by them.
Finality and time limit
Accounts revised or recast under Section 130(1) are final, without prejudice to other provisions of the Act. Under Section 130(3), an order ordinarily cannot reopen books relating to a period earlier than eight financial years immediately preceding the current financial year. Where the Central Government has directed preservation of books for a longer period under the proviso to Section 128(5), re-opening may extend to that longer period.
Section 131: Voluntary revision of financial statements or Board's report
Section 131 provides a corrective mechanism where the directors consider that the company's financial statement does not comply with Section 129, or that the Board's report does not comply with Section 134. The company may prepare a revised financial statement or revised Board's report for any of the three preceding financial years, but only after obtaining approval of the Tribunal.
Important safeguards under Section 131
- The Tribunal must give notice to the Central Government and Income-tax authorities and consider their representations before passing an order.
- A revised financial statement or report cannot be prepared or filed more than once in a financial year.
- The detailed reasons for revision must be disclosed in the Board's report for the financial year in which the revision is made.
- Where the earlier financial statement or report has already been circulated to members, delivered to the Registrar, or laid before the company in general meeting, revision is confined to correcting the non-compliance and making necessary consequential alterations.
Procedure under Rule 77 of the NCLT Rules, 2016
Rule 77 of the National Company Law Tribunal Rules, 2016 supplements Section 131. An application for voluntary revision is made in Form NCLT-1. Rule 77 provides procedural requirements for the application and subsequent steps before and after the Tribunal's order. Companies should verify the current filing requirements and MCA portal process before filing.
| Point | Section 130 | Section 131 |
|---|---|---|
| Nature | Re-opening or recasting pursuant to court or Tribunal order | Voluntary revision initiated by the company |
| Core ground | Fraudulent preparation of earlier accounts or mismanagement affecting reliability | Non-compliance with Section 129 or Section 134 |
| Period | Normally up to eight preceding financial years, subject to the Section 128(5) proviso | Any of the three preceding financial years |
| Approval | Order of competent court or Tribunal | Prior approval of Tribunal |
| Frequency restriction | Not stated as an annual frequency limit | Not more than once in a financial year |
Meaning of related provisions
Section 129 - Financial statement: broadly requires financial statements to give a true and fair view, comply with notified accounting standards, and follow the applicable statutory form, subject to the provisions and exceptions in that section.
Section 134 - Financial statement and Board's report: governs approval and signing of financial statements and prescribes the Board's report and related disclosures and responsibilities.
Section 128(5) - Retention of books: generally requires books of account and relevant vouchers for at least eight financial years, while permitting a longer period where the Central Government so directs in connection with an investigation under Chapter XIV.
Practical compliance points
- Identify whether the issue calls for statutory re-opening under Section 130 or company-initiated revision under Section 131.
- Record the precise defect, affected financial years, statutory non-compliance, and consequential changes.
- For Section 131, ensure the Board decision and Tribunal application comply with Rule 77 of the NCLT Rules, 2016 and the current filing procedure.
- After an order, complete filings, disclosures, audit-related steps and shareholder processes required by the Act, Rules and the Tribunal's directions.
Note: This page is a general statutory guide. For an actual revision or re-opening, the Companies Act, 2013, the NCLT Rules, applicable accounting standards, current MCA filing requirements, and the terms of the relevant court or Tribunal order should be checked together.