Re adoption of amended annual accounts

This query is : Resolved

CA. Rishabh Mittal (Querist)
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05 January 2010 Can the audited annual accounts, once adopted in AGM be amended & re adopted in an Extra ordinary General Meetings. Is their any specific provisions for the same.

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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05 January 2010 CIRCULAR NO.12/77[1/1/77-CL-V AND 2/331/75-CL II], DATED 21.11.1977.

Whether accounts once adopted and passed in annual general meeting can be revised in a subsequent meeting

Query : Whether annual accounts once adopted and passed in an annual general meeting can be revised in a subsequent meeting?

Answer : The matter relating to revision of accounts already adopted and any amendment in the articles of association containing any provisions to the contrary has since been re-examined in this Department in consultation with Department of Legal Affairs. The view that has emerged is that the accounts once adopted and passed in an annual general meeting become final and cannot be reopened in subsequent meeting. The special resolution passed empowering the company to amend its accounts also become invalid under the provisions of section 9(b).

Note: The view has since been revised as per the deliberations of the Conference of Regional Directors, Registrars of Companies and Joint Directors held on 25th/26th June, 1986. the revised view is that revision of annual accounts for meeting technical requirements of taxation laws is not prohibited under the Companies Act and as such it may be taken as permitted.

CA. Rishabh Mittal

CA. Rishabh Mittal (Querist)
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05 January 2010 Sir, thanks for your suggestions but once have a look on this circular also,

https://www.mca.gov.in/Ministry/circulars/cir2003/cir_13012003.html

Do let me know any other formalities w.r.t. MCA to be complied with..??

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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20 July 2025 Regarding amendment and re-adoption of audited annual accounts after AGM:

Can audited accounts once adopted in AGM be amended & re-adopted in EGM?
Generally, once the annual accounts are adopted in the AGM, they become final for that financial year.
However, if there is a material mistake, fraud, or significant omission, the company can amend those accounts.
Such amendments usually require approval by the Board of Directors and then re-adoption in an Extraordinary General Meeting (EGM).
The Companies Act, 2013 does not explicitly prohibit re-adoption, but procedural compliance and justification are important.
Any specific provisions or formalities?
Follow procedures under Section 100 of the Companies Act, 2013 for calling an EGM.
File necessary forms with MCA (e.g., Form AOC-4 for filing financial statements) after amended accounts are adopted.
Disclose reasons for amendment clearly in the EGM notice and in the explanatory statement.
Ensure compliance with Accounting Standards and notify auditors.
About the MCA circular you mentioned:
The circular dated 13-01-2003 (likely on annual accounts filing and related matters) may have relevant instructions on amendments and filings.
Make sure to check if any updates or clarifications have been issued post that circular.
Summary:

Yes, accounts can be amended and re-adopted via EGM if justified.
Proper procedure and MCA filings are required.
Transparency with members and auditors is key.

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