In The Matter Of Rosa Power Supply Company Limited

Suchitra Kanuparthi, J

This Petition is filed by Rosa Power Supply Private Limited (hereinafter called Company) under section 131 of the Companies Act, 2013

(hereinafter called as the ‘Act’) for revision of Notes (Annexures) to the financial statements and the report of Board of Directors of the

company for the financial year 2017-18 and to file the same with the Registrar of Companies, Mumbai.

The Petitioner sort the revision of financial statement for the year 20172018 in view of the ratio laid down by the Hon'ble Supreme Court in civil

appeal no.879 of 2019 in the matter of Reliance Infrastructure Limited Vs State of Maharashtra, and therefore the effect of tariff order of UPERC

dated 22.08.2017 has to given to the financial statement of 2017-2018

The Petition reveals that Statutory Auditor of the company audited the annual accounts of the company for the year 2017-18 and the financial

statements for the year 2017-18 was approved by the Board of Directors in their meeting held on 28.03.2019. The company had filed the said financial

statements with the Registrar of Companies. After the adoption of financial statements for the year 2017-18, it was brought to the notice of the Board

of Directors of the Company that certain corrections were required to be made to the Notes (Annexures) to the Accounts of the Balance Sheet and

Profit & Loss account of the company.

It is submitted by the Petitioner that the writ petition bearing (L) No. 991 of 2019 was filed before Hon'ble Bombay High Court inter alia to seek

permission to revise the Financial Statement for financial year 2017-18 and then seek the approval of this Hon'ble Tribunal under section 131 of the

Companies Act, 2013 on the revised Financial Statement of Account for financial year 2017-18 and to forthwith file the Income Tax Returns for the

financial year 2017-18, as per the said revised Financial Statement of Accounts, on or before 31.03.2019. The Hon'ble Bombay High Court was

pleased to allow the Petition filed by the Applicant herein vide order dated 26.03.2019, in terms of the aforesaid relief and granted the liberty to the

applicant to approach this Hon'ble Tribunal for its approval under section 131 of the Companies Act after revising Financial Statement of Account for

financial year 2017-18.

It is submitted that the Board of Directors of the Petitioner Company vide Circular Resolution dated 28.03.2019 have given In-Principle approval for

making an application before the National Company Law Tribunal and Registrar of Companies for the revision of financial statement and/or Board

Report of the Company for the financial year 2017-18.

The Petitioner submitted that notices were served to the Central Government, Registrar of Companies and also to the Income Tax Authorities and

filed proof of service. The Regional Director of Ministry of Corporate Affairs on representation of Central Government has filed his reply approving

the revision of financial statement of the year 2017-2018 in para 4 as follows:

“After due examination of the matter, the central government through Ministry of Corporate Affairs vide letter No. 3/734/2019/CL-II(WR) dated

14.01.2020 has conveyed an approval for allowing the revision of financial statements for the year 2017-2018â€​.

Section 131 of Companies Act, 2013 allows a Company to apply for Voluntary revision of financial statements or Board's report, which provides as

below:

“131. Voluntary revision of financial statements or Board's report If it appears to the directors of a company that- the financial statement of the

company; or 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 such form and manner as may be prescribed and a copy of the order passed by the Tribunal shall be filed with the Registrar:

Provided that the Tribunal shall give notice to the Central Government and the Income Tax authorities and shall take into consideration the

representations, if any, made by that Government or the authorities before passing any order under this section:

Provided further that such revised financial statement or report shall not be prepared or filed more than once in a financial year:

Provided also that the detailed reasons for revision of such financial statement or report shall also be disclosed in the Board's report in the relevant

financial year in which such revision is being made.

Where copies of the previous financial statement or report have been sent out to members or delivered to the Registrar or laid before the company in

general meeting, the revisions must be confined to 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 the making of any necessary consequential alternation.

The Central GOVERNMENT may make rules as to the application of the provisions of this 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 previous financial statement or report 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 statement or report; require the directors to take such steps as may be prescribed.â€​

This is a case wherein the Petitioner wants to revise its financial statements comprising of balance sheet and profit and loss and cash flow for the

financial year 2017-18 and the same can be allowed as provided under section 131 of the Companies Act, 2013.

In view of the provisions of section 131 of the Companies Act and in view of the fact that there is no opposition for allowing this petition from any

quarters including the Central Government, Registrar of Companies and Income Tax Authorities, this company petition is allowed and the Petitioner is

permitted to revise the Notes (Annexures) to the Accounts of the Balance Sheet and Profit & Loss account of the company for the financial year

2017-18 and Report of Board of Directors. It is needless to mention that the revisions as allowed shall be certified by the statutory auditors of the

company preferably by giving fresh report. Thereafter, the revised financial statement may be filed with the concerned Registrar of Companies.