Wrong Excel Upload Administrative, Not Substantive Revision Under Section 131 Companies Act: NCLT Delhi

The New Delhi Bench of the National Company Law Tribunal (NCLT) on 11 March, held that the company's error in uploading an incorrect Excel file while filing Form AOC‑4 XBRL was a clerical mistake amounting to an administrative issue, not a substantive revision under Section 131.

A Bench comprising Judicial Member Mahendra Khandelwal and Technical Member Anu Jagmohan Singh dismissed a petition by P & R Infraprojects Limited seeking approval to revise its financial statements for FY 2021‑22.

The Tribunal observed:

“Upon perusal of the provision of Section 131 of the Companies Act, 2013, we are of the considered view that the grounds on which the Applicant Company is seeking to revise the financial statements is not covered within the parameters of Section 131 of the Companies Act, 2013. It is only an administrative issue.”

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.

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.

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.

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 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.

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 emphasised that the provision is intended for substantive revisions, not for correcting clerical errors in electronic filings:

“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.”

Accordingly, the NCLT directed the company to approach the RoC for rectification, noting the matter is administrative, and disposed of the petition.

APPLICANT ADVOCATE/ PROFESSIONAL: Advocate Karanveer Jindal