Rule 77 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rule 77 is the step-by-step procedure for a company that wants to revise its financial statements or the Board's report voluntarily under section 131. The company files in Form NCLT-1 within fourteen days of the Board's decision, advertises, has the original auditor heard, gets the Tribunal's approval, holds a general meeting and then files with the Registrar of Companies.
Where the directors find that the financial statements or Board's report do not comply with section 129 or section 134, the application is filed in Form NCLT-1 within fourteen days of the Board's decision (rule 77(1)). The company advertises at least fourteen days before the hearing under rule 35 (rule 77(4)). The Tribunal issues notice to and hears the auditor of the original statement if the present auditor is different (rule 77(5)). A certified copy of the order goes to the ROC within thirty days of receipt (rule 77(6)). After a general meeting approves the revised statements, they are filed with the ROC within thirty days of approval (rule 77(9)). Read as amended up to the National Company Law Tribunal (Amendment) Rules, 2020 (G.S.R. 80(E), 3 February 2020); rule 77 was not amended. Later amendments should be checked.
Rule 77(1) and (2): filing and disclosure
Where it appears to the directors that the financial statement or the Board's report does not comply with the provisions of section 129 or section 134, the application is filed in Form NCLT-1 within fourteen days of the decision taken by the Board. If the majority of the directors or the auditor has been changed immediately before the decision to apply under section 131, the company must disclose that in the application. For the sections, see our guide to section 131, section 129 and section 134. If your accounts need revising, our compliance advisory team can help you plan the filing.
Rule 77(3): particulars
The application sets out, among other things:
- (a) the financial year or period to which the accounts relate;
- (b) the name and contact details of the Managing Director, Chief Financial Officer, directors, Company Secretary and the officer responsible for making and maintaining the books of account and financial statement;
- (c) where the accounts are audited, the name and contact details of the auditor or any former auditor who audited them;
- (d) a copy of the Board resolution passed by the Board; and
- (e) the grounds for seeking revision of the financial statement or Board's report.
Rule 77(4): advertisement
The company advertises the application at least fourteen days before the date of hearing in accordance with rule 35; see the article on rule 35.
Rule 77(5): the original auditor is heard
The Tribunal issues notice and hears the auditor of the original financial statement, if the present auditor is different, and after considering the application and hearing the auditor and any other person it deems fit, may pass an appropriate order.
Rule 77(6): certified copy to the ROC
A certified copy of the Tribunal's order is filed with the Registrar of Companies within thirty days of the date of receipt of the certified copy.
Rule 77(7) and (8): the general meeting
On receipt of the Tribunal's approval, a general meeting may be called, and the notice with reasons for change in financial statements may be published in a newspaper in English and in vernacular language. At the meeting, the revised financial statements, the statement of directors and the statement of auditors are put up for consideration before a decision on adoption.
Rule 77(9): final filing
On approval by the general meeting, the revised financial statements with the statement of auditors, or the revised report of the Board, as the case may be, are filed with the Registrar within thirty days of the date of approval by the general meeting.
Annexure B, serial number 12 (section 131(1))
Application by company for voluntary revision of financial statement on Board's report:
- Audited Financial statements of relevant period.
- Copies of memorandum and articles of association.
- The details of the Managing Director, Chief Financial Officer, directors, Company Secretary and officer of the company responsible for making and maintaining such books of accounts and financial statement.
- Where such accounts are audited, documents in proof of the name and contact details of the auditor or any former auditor who audited such accounts.
- Copy of the Board resolution passed by the Board of Directors.
- Affidavit verifying the petition.
- Bank draft evidencing payment of application fee.
- Memorandum of appearance with copy of the Board's Resolution or the executed Vakalatnama, as the case may be.
- Any other relevant document.
The fee is in the Schedule; see the article on rule 112 and the Schedule of Fees and Annexure B, part 2.
The steps and their periods
| Step | Rule | Period or detail |
|---|---|---|
| Application in Form NCLT-1 | 77(1) | Within fourteen days of the Board's decision |
| Advertisement | 77(4) | At least fourteen days before the hearing |
| Hearing of original auditor | 77(5) | If present auditor is different |
| Certified copy of order to ROC | 77(6) | Within thirty days of receipt |
| General meeting notice | 77(7) | English and vernacular newspaper |
| Revised statements to ROC | 77(9) | Within thirty days of general meeting approval |
An example
On 10 June the Board of Kestrel Retail Limited decides that its accounts do not comply with the Act and resolves to apply under section 131. The application in Form NCLT-1 is filed within fourteen days of that decision, discloses that the auditor changed last year and names the former auditor. The company advertises at least fourteen days before the hearing, the Tribunal hears the former auditor and approves, the company files the certified copy with the ROC within thirty days of receiving it, holds a general meeting and then files the revised statements within thirty days of approval.
What a practitioner checks
- The date of the Board's decision and the fourteen-day deadline from it.
- Whether the directors or auditor changed just before the decision, which must be disclosed.
- That the former auditor is notified and heard if the present auditor is different.
- The two thirty-day periods that follow: certified copy to the ROC, and revised statements after the general meeting.
Need help revising financial statements?
Each step in rule 77 has its own period, and missing one can undo the revision. For help planning the application and the filings after it, speak to our compliance advisory team.
Key takeaways
- The application is in Form NCLT-1 within fourteen days of the Board's decision (rule 77(1)).
- Changes in the majority of directors or the auditor must be disclosed (rule 77(2)).
- The original auditor is noticed and heard if different from the present auditor (rule 77(5)).
- Certified copy of the order to the ROC within thirty days; revised statements within thirty days of general meeting approval (rule 77(6), (9)).
Read next
- Rules 74 to 76A: meetings, minute books and reopening of accounts
- Annexure B, part 2: documents to attach
- Reopening and recasting accounts: sections 130 and 131
- Section 131: voluntary revision
Disclaimer: Based on the National Company Law Tribunal Rules, 2016 (G.S.R. 716(E)) as amended up to the National Company Law Tribunal (Amendment) Rules, 2020 (G.S.R. 80(E)), consulted on 3 October 2026. Later amendments, fees, forms, NCLT practice directions and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.