Voluntary revision of Board's report approved where omitted statutory disclosures were added without changing financial statements or tax returns.

Approval was granted for voluntary revision of the Board's report under the Companies Act, 2013 because the statutory and procedural requirements were satisfied. The proposed revision was limited to omitted disclosures required under the Act and related rules, including matters such as annual return extract, technology absorption, internal financial controls and ICC-related disclosure. The company showed that the revision would not alter the financial statements or income-tax returns, and notices were issued to the Central Government and tax authorities. The Revenue's interests were protected by the company's undertaking that outstanding dues would not be adversely affected.

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Issues: Whether approval should be granted under Section 131(1)(b) of the Companies Act, 2013 for revision of the Board's report for FY 2015-16 to incorporate the omitted disclosures under Section 134 and the relevant rules, where the revision would not alter the financial statements or prejudice the Revenue.

Analysis: The petition satisfied the statutory preconditions for voluntary revision of the Board's report. Notice was issued to the Central Government and the Income-tax authorities, their reports were considered, and the company demonstrated compliance with the procedural requirements under the NCLT Rules. The proposed changes were confined to disclosures in the Board's report, including annual return extract, technology absorption, internal financial controls, and ICC-related disclosure, and it was shown that no corresponding change would be made to the financial statements or the income-tax returns. The Revenue's interests were protected by the company's undertaking that outstanding dues would not be affected adversely.

Conclusion: Approval was granted for revision of the Board's report under Section 131(1)(b) of the Companies Act, 2013.

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