CAN A LOSS-MAKING COMPANY RETURN CAPITAL TO ITS SHAREHOLDERS UNDER SECTION 66 OF THE COMPANIES ACT, 2013? YES, SAYS NCLT CHENNAI
Saturday, April 11, 2026
Wednesday, April 8, 2026
Whether uploading an incorrect Excel file in financial statements constitutes a revision under Section 131 of the Companies Act 2013?
Whether uploading an incorrect Excel file in financial statements constitutes a revision under Section 131 of the Companies Act 2013?
WRONG EXCEL UPLOADED IS AN ADMINISTRATIVE, NOT
SUBSTANTIVE REVISION UNDER SECTION 131 COMPANIES ACT: NCLT DELHI
NCLT vs P & R INFRA PROJECTS LIMITED
P & R INFRA PROJECTS FILED GNL‑2 WITH THE
ROC SEEKING CANCELLATION OF THE EARLIER FILING OF AOC-4 AND, WHEN NO ACTION FOLLOWED, APPROACHED THE
NCLT UNDER SECTION 131 FOR PERMISSION TO REVISE THE FINANCIAL STATEMENTS.
KEY ISSUE:
Whether uploading an incorrect Excel file in financial
statements constitutes a revision under Section 131 of the Companies Act 2013?
FACTS OF THE CASE
P & R Infraprojects, a public limited company
engaged in real estate development, had filed its audited financial statements
for FY 2021‑22 with the Registrar of Companies (RoC), Delhi, on 19
December 2022.
INCORRECT EXCEL FILE
Subsequently, the company discovered that an incorrect
Excel file had been converted into XBRL format and uploaded with the AOC‑4 e‑form
instead of the audited statements approved by shareholders at the AGM.
FORM GNL‑2
The error caused discrepancies in key figures,
including reserves, borrowings, liabilities, turnover, expenses, and profit.
The company filed Form GNL‑2 with the RoC seeking cancellation of the earlier
filing and, when no action followed, approached the NCLT under Section 131 for
permission to revise the statements.
“FAIR AND TRUE VIEW”
The company argued the mistake prevented its financial
statements from presenting a “fair and true view” as required under Section 129
and asserted that the error was bona fide.
THE REGIONAL DIRECTOR
The Regional Director acknowledged the discrepancies
and suggested the NCLT could approve the petition if the company provided a
certificate from its statutory auditor. The company subsequently filed the
auditor's certificate confirming the correct figures.
SECTION 131 ALLOWS VOLUNTARY REVISION OF FINANCIAL
STATEMENTS
Section 131, which applies only to:
·
Errors in
financial statements or Board’s report that are material in nature
·
Requiring
Tribunal approval for revision
The Bench clarified that Section 131 allows voluntary
revision of financial statements or board reports only when they do not comply
with Sections 129 or 134, and only once per financial year. It emphasized that
the provision is intended for substantive revisions, not for correcting
clerical errors in electronic filings:
SECTION 131 CANNOT BE INVOKED
“The present case is not one where the company intends
to revise its financial statements or report. It is a case of
wrongly/inadvertently uploaded AOC‑4 XBRL. In fact, the company by mistake has uploaded a
wrong Excel sheet and we are of the view that for correcting the same, Section
131 cannot be invoked.”
ROC FOR RECTIFICATION
Because the mistake was deemed an administrative issue
rather than a statutory revision of the financial records, the NCLT concluded
that invoking Section 131 was the wrong legal mechanism.
Accordingly, the NCLT directed the company to approach
the RoC for rectification, noting the matter is administrative, and disposed of
the petition.
# YOUR COMPLIANCE PARTNER R V SECKAR, FCS, LLB 79047
19295,
Monday, April 6, 2026
NCLT CHENNAI COMPOUNDS AGM DELAYS BY SEAL INFOTECH PRIVATE LIMITED, IMPOSED ₹17.61 LAKH PENALTY ON COMPANY& DIRECTORS NCLT CHENNAI VS SEAL INFOTECH PRIVATE LIMITED
NCLT CHENNAI COMPOUNDS AGM DELAYS BY SEAL INFOTECH PRIVATE
LIMITED, IMPOSED ₹17.61 LAKH PENALTY ON COMPANY& DIRECTORS
NCLT CHENNAI VS SEAL INFOTECH PRIVATE LIMITED
FAILURE TO HOLD ANNUAL GENERAL MEETING WITHIN DEADLINE
KEY FACTS
The tribunal was dealing with three petitions filed by
the company and its directors seeking compounding of offences for failure to
hold Annual General Meetings within the prescribed timelines under the
Companies Act, 2013.
The company failed to convene AGMs for the financial
years 2019–20, 2020–21 and 2021–22, resulting in delays of 56 days, 587 days
and 246 days, respectively.
Application for compounding of offence was made before
NCLT.
REASONS FOR THE DELAY
·
Company
could not finalize the accounts for the financial year 2019-20 due to COVID-19
pandemic.
·
Further,
delay in conducting AGM for the Financial Year 2021-22 was due to be delay in
finalization of books of accounts due to discussions between management,
auditors and the preference shareholders of the Company"
·
The company
had also cited migration to SAP accounting software and reconciliation issues
as reasons for delay in finalizing accounts for subsequent years.
·
The company
further submitted that it had ceased operations since April 2021, had no
revenue, and intended to close down its operations, while stating that the
defaults were unintentional and beyond its control.
VIAVI SOLUTIONS INDIA PVT. LTD. V. REGISTRAR OF
COMPANIES
Applying the factors laid down by the NCLAT in Viavi
Solutions India Pvt. Ltd. v. Registrar of Companies, the Tribunal found that
the default was unintentional, caused no prejudice to public interest, and
stood rectified with the eventual conduct of the AGMs.
KEY TAKEAWAYS
This order reinforces that AGM compliance is a
governance cornerstone, not a procedural formality. Even in compounding
proceedings, tribunals are increasingly quantifying penalties to reflect
seriousness of delay, especially post stricter enforcement trends.
NCLT taking a lenient approach on the officers of the
Company, Tribunal directs the applicants to pay the fine as prescribed
hereunder to the RoC, Chennai.”
# YOUR COMPLIANCE PARTNER R V SECKAR, FCS, LLB 79047
19295,
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