FICCI
Companies Act, 2013
Accounts, Auditors, Dividends and Related Party
Transactions
12 September 2013
Contents
•
Background
•
Accounts of Companies
•
Auditors
•
Dividend
•
Related Party Transactions
•
Glossary
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Accounts of Companies
Financial Year
Particulars
Companies Act 1956
Companies Act 2013
Financial Year
[Clause 2(41)]
FY means in relation to any body
corporate, the period in respect of which
any profit and loss account of the body
corporate laid before it in AGM is made
up, whether that period is a year or not
FY of a company / body corporate means the
period ending on 31st March every year.
In case a company has been incorporated on
or after the 1st day of January of a year, the
period ending on the 31st day of March of the
following year, will be its first financial year
•
Extension of FY – no longer permissible
• Exception – A company or body
corporate, which is a holding
company or a subsidiary of a
company incorporated outside India
and is required to follow a different
FY for consolidation of its accounts
outside India, with NCLT approval
Transition period: - 2 years
Takeaways:
• Aligned with “previous year” under Income Tax Act 1961
• Whether an application will be entertained by NCLT for following a different period as FY by company
in India which is an associate company or joint venture company of a foreign entity
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Financial Statements
Particulars
Companies Act 1956
Companies Act 2013
Financial
statements
[Clause 2(40)]
Not defined
“financial statement” in relation to a company
to include:
i. a balance sheet as at the end of the FY;
ii. a profit and loss account / an income and
expenditure account for the FY;
iii. cash flow statement for the FY;
iv. a statement of changes in equity, if
applicable; and
v. any explanatory note annexed to, or
forming part of, any document referred to
above.
Exceptions:
• for OPC, small company and dormant
company cash flow statement excluded
Takeaways:
• Legal recognition under Company law for financial statements – aligned with Indian GAAP
• Financial statement to give true and fair view of state of affairs of the company and comply with
prescribed accounting standards .
• Responsibility of CFO to maintain financial statements
• Auditor to give report on the financial statements
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Consolidated Financial Statements
Particulars
Companies Act 1956
Companies Act 2013
Consolidated
Financial
statements
[Clause 134(1)]
No such concept.
• A company required to give
specified information about the
financials of a subsidiary
Section 212 report - as part of
Director’s report
• Under the Listing Agreement of
SEBI, Consolidated Financial
Statement (CFS) is mandatory
for listed company
• If a company has a subsidiary / associate /
joint venture, CFS to be prepared and laid
before an AGM in addition to standalone
financial statements
Takeaways:
• CFS mandatory for all companies
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Audited Accounts
Particulars
Companies Act 1956
Companies Act 2013
Audited
Accounts
[Clause 136]
Balance sheet of a holding company
to include the following
• Balance sheet, P&L, Directors
report, Auditors report,
• Statement of holding company’s
interest etc.
• Where the financial year of
subsidiary defers from holding
company, statement for
comparison, details of material
changes in respect of fixed assets
etc.
• Audited Accounts of all subsidiaries are
required to be prepared and provided to
shareholders on request
• Audited accounts of the listed companies
along with the subsidiaries to be placed on
the website
Takeaways:
• Accounts of subsidiary to be made available to shareholders on request – step towards striking
balance between transparency and ‘need to know’
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Voluntary revision of financial statements
Particulars
Companies Act 1956
Companies Act 2013
Voluntary Revision of
financial
Statement or BOD’s
report
[Clause 131]
No specific provisions
BOD may prepare revised financial statement or a
revised board report in respect of any of the 3
preceding FYs after obtaining approval of NCLT, if it
believes that the financial statement or the BOD report
do not comply with the relevant provisions
Takeaways:
• Voluntary restatement of financial statement possible – subject to safeguards
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Mandatory revision of financial statements
Particulars
Companies Act 1956
Companies Act 2013
Mandatory
reopening or re-casting
of book of accounts
by
Statutory
Authorities
[Clause 130]
No provision for the reopening of accounts.
A company can re-open its books of accounts or recast its financial statements on the below grounds:
• that the relevant earlier accounts were prepared in
a fraudulent manner; or
• affairs of the company were mismanaged during
the relevant period casting a doubt on the reliability
of the financial statements
on an application made by CG, IT authorities, SEBI or
any other statutory regulatory body or authority or any
person concerned and on an order being made by a
Court or NCLT
Takeaways:
• Restatement of financial statement in event of fraud legally possible – subject to safeguards – Satyam
case
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Maintenance of books
Particulars
Companies Act 1956
Companies Act 2013
Period for
maintenance of
Books of Accounts
[Clause 128(5)]
Companies are
required to preserve the
Books of Account for a
period of 8 years
CG may direct keeping books of accounts of a
company to be maintained for a period more than 8
years where any investigation has been ordered.
Takeaways:
• Regulatory clarity – books etc. to be preserved for more than 8 years in case of pending investigations
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Accounts signing
Particulars
Companies Act 1956
Companies Act 2013
Signing of financial
statements
[Clause 134(1)]
Balance sheet and
statement of profit and
loss to be signed by
manager or secretary
and by 2 Directors
including MD where
there is one.
•
•
Financial Statements to be signed at least by
• Chairperson of the company, if authorized by
BOD; or
• 2 directors including MD, where there is one
and
• CEO if he is a Director,
• CFO and CS, wherever they are appointed
In case of OPC balance sheet and statement of
profit and loss to be signed by 1 director only
Takeaways:
• CFO where required to be appointed to sign the financial statements
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Circulation of financial statements to members etc.
What needs to
be provided
Unlisted Company
[Clause 136]
A copy of the financial statements, CFS if any, auditor’s report and every other document required
by law to be annexed or attached to the financial statements, which are to be laid before a
company in its general meeting, shall be sent to atleast 21 days before the meeting to:
• Every member of the company;
• Every trustee for the debenture-holder of any debentures issued by the company; and
• All other persons entitled to receive
Listed Company
In addition to provisions applicable to an unlisted company, a listed company is required to:
• Make these documents available for inspection at its registered office during working hours
• To send a statement containing salient features of such documents in the prescribed form or
copies of the documents, as the company may deem fit to shareholders unless they ask for full
financial statements.
• place its financial statement, CFS if any, and all other documents required to be attached
thereto, on its website.
• to provide a copy of separate audited financial statements in respect of each of its subsidiary,
to any shareholder of the company who asks for it.
Penalty
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Any contravention will make the Company liable to penalty of ` 25,000 and every officer who is in
default with a penalty of ` 5,000
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Filing of financial statements with ROC
When to file
[Clause 137]
•
•
•
•
Penalty
•
•
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Company to file its financials etc. within 30 days of its adoption at AGM
If the financials etc. are not adopted at the AGM or at adjourned meeting even such
un-adopted financials need to be filed with ROC within 30 days from the date of AGM
ROC shall take such un-adopted financials on record as provisional till the financials
are adopted in adjourned AGM for that purpose and filed within 30 days from the date
of adjourned AGM
Even if AGM of the Company has not been held, the financials etc. has to be filed
within 30 days of the last date before which the AGM should have been held
If Company do not file the documents within time or extended time limit, the company
is liable to pay a fine of ` 1,000 per day during which default continues subject to
maximum ` 10 ,00,000; and
MD and CFO, and in their absence, any other director in charge by the BOD with this
responsibility, and in the absence of such director, all directors are punishable with
• imprisonment upto 6 months or
• with fine of ` 1,00,000 to ` 5,00,000 or
• with both of the above
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Auditors
Tenure
Particulars
Companies Act 1956 Companies Act 2013
Tenure of Auditor
-Unlisted
Companies
[Clause 139(1)]
To hold office from
one AGM to the
conclusion of the next
AGM
At first AGM
• to hold office till conclusion of 6th AGM, subject
to ratification by members at every AGM
Subsequent AGM
• to hold office till conclusion of 6th meeting,
subject to ratification by members at every
AGM
Tenure of Auditor
- Listed and
specified class of
companies
[Clause 139(2)]
To hold office from
one AGM to the
conclusion of the next
AGM
• Individual - 1 term of 5 consecutive years
• Audit Firm - 2 terms of 5 consecutive years
• Cooling off period of 5 years provided before
next appointment
Transition period –3 years
Takeaway
• Mandatory rotation of auditors for listed and prescribed classes of companies introduced
• As per draft rules - prescribed class of companies means all companies other than OPC and small
companies . This will mean a large number of auditors will have to be replaced by new auditors once
the rotation provisions are enacted.
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Provisions for appointment / rotation
Common conditions for appointment of auditor in listed and classes of companies to
be prescribed :
• Incoming audit firm should not have any common partners who were the partners
of the outgoing audit firm i.e. the audit firm whose tenure expired in the
immediately preceding FY by virtue of mandatory rotation requirement
• Rules to be prescribed to state the manner in which the companies shall rotate
their auditors
• Audit committee of listed and other prescribed classes of companies to
recommend appointment of an auditor
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Reporting in case of fraud
Particulars
Companies Act 1956
Companies Act 2013
Reporting of
fraud by auditor
to CG
[Clause 143(12)]
No provisions
Auditor is required to report directly to CG where
he has reason to believe that an offence involving
fraud is committed against the company by the
officers or employees of the company
Takeaways:
• Audit processes to be revamped to be able to detect fraud
• Responsibilities of auditors increased
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Requirements applicable to all companies
First auditor
• First auditor to be appointed by the BOD within 30 days of incorporation of a company
• If the first auditor is not appointed by the BOD as above, the members to appoint the first
auditor within 90 days at the EGM
• Tenure of the first auditor shall be upto the conclusion of first AGM
Additional conditions
• The company may resolve:
• If audit firm is appointed, the audit partner and his team shall rotate at such intervals
as may be resolved by members
• that audit shall be conducted by more than 1 auditor (i.e. joint auditor)
• 1956 Act requires all the partners of the audit firm to be a qualified CA and practicing in
India. 2013 Act provides that:
• Majority of partners practicing in India should be qualified CA;
• If LLP is appointed as auditor, only partners who are CA shall be authorized to sign
• Procedure and manner of selection of auditor to be prescribed by the Rules
• Additional grounds for disqualifications for appointment as auditor provided
• An auditor or audit firm who or which has been performing any non-audit services on or
before the commencement of 2013 Act shall comply with the above before the closure of
the 1st FY after the date of such commencement
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Proscribed services
Particulars
Companies Act 1956
Companies Act 2013
Don’ts of Auditors
[Clause 144]
No provisions
Auditor cannot provide following services "directly or
indirectly" to the company or its holding company or
subsidiary company, namely:—
• accounting and book keeping services;
• internal audit;
• design and implementation of any financial
information system;
• actuarial services
• investment advisory services;
• investment banking services;
• rendering of outsourced financial services;
• management services; and
• services prescribed under the Rules
Transition period: To comply with the restriction before
the closure of the 1st FY after the date of
commencement of 2013 Act
Takeaway
• Avenues of providing specified services curtailed
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Proscribed services
Key Points
• For proscribed services: "Directly or indirectly" shall include rendering of services by the
auditor –
• Where auditor is an individual - Either himself or through his relative or any other
person connected or associated with such individual or through any other entity,
whatsoever, in which such individual has significant influence or control, or whose
name or trade mark or brand is used by such individual
• Where auditor is a firm – Either itself or through any of its partners or through its
parent, subsidiary or associate entity or through any other entity, whatsoever, in which
the firm or any partner of the firm has significant influence or control, or whose name
or trade mark or brand is used by the firm or any of its partners.
Takeaway
• Above restrictions to be applicable even to network of firm / companies having common brand even when
partners / owners are different
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Internal Auditor
Particulars
Companies Act 1956
Companies Act 2013
Appointment of
Internal Auditors
[Clause 138]
No provisions
Such class or classes of Companies as may prescribed
need to compulsory appoint Internal Auditor to conduct
the internal audit of functions and activities of the
company.
Qualification of
Internal Auditor
[Clause 138]
No provisions
Internal Auditor shall either be a chartered accountant or
a cost accountant, or such other professional as may be
decided by the BOD
Takeaway
• CARO contained provisions requiring auditor’s comments on existence and efficacy of internal audit
system in case of listed companies and / or companies having networth > ` 50 lakhs or average annual
turnover > ` 5 crores for a period of 3 consecutive FY immediately preceding the FY concerned. 2013 Act
contains specific provision of appointment of internal auditor
• As per draft rules – prescribed class of companies –
• listed companies ; and
• public companies• with paid-up capital of Rs. 10 crores or more,
• with outstanding loans or borrowings from banks or public financial institutions exceeding Rs.
25 crores or which have accepted deposits of Rs. 25 crores or more at any point of time
during the last FY
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Dividend and Depreciation
Declaration and Payment of Dividend
Particulars
Companies Act 1956
Companies Act 2013
Declaration of
dividend and
Transfer to
reserves
•
Dividend can be declared for any
FY out of the profits of the
company for that FY or previous
FY(s) after providing for
depreciation. Lower of loss in the
previous FY or amount of
depreciation to be also adjusted
•
Dividend can be declared for any
FY out of the profits of the company
for that FY or previous FY(s) after
providing for depreciation
•
Mandatory transfer to the reserves
of portion of profits of the
company for that FY, not less than
10% of its profits
•
A company may voluntarily transfer
a portion of its profits to reserves as
considered appropriate. Mandatory
transfer to reserves is not required.
Declaration of
dividend in case of
inadequate or
absence of profits
In case of inadequacy or absence of
profits in any FY, the company can
declare dividend out of the reserves
only after complying with the
Companies (Declaration of Dividend
out of Reserves) Rules, 1975,
wherein the maximum rate of dividend
is prescribed as 10%
In case of inadequacy or absence of
profits in any FY, the company can
declare dividend out of the
accumulated profits earned by it in
previous years and transferred to
reserves in accordance with the rules
to be prescribed.
Dividend can be paid only out of free reserves. Securities premium is not free reserve.
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Declaration and Payment of Dividend
Particulars
Companies Act 1956
Companies Act 2013
Depreciation
Minimum 95% of original costs to be
written off over useful life of asset
Minimum rate as per Schedule XIV
To be provided as per Schedule II to
the Act.
Depreciation is the systematic
allocation of the depreciable amount of
an asset over its useful life.
Depreciable amount of an asset is the
cost of an asset or other amount
substituted for cost less its residual
value.
The useful life of an asset is the period
over which the asset is expected to be
available for use by an entity or the
number of production or similar units
expected to be obtained from the asset
by the entity.
Rate of depreciation revised
estimated useful life of the assets – if
notified for accounting purpose by a
regulatory authority constituted under
law to be followed
Componentisation of assets mandated.
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Depreciation – Schedule II
•
•
•
•
•
•
25
The useful life of an asset shall not be longer than the useful life and the residual value
shall not be higher than that prescribed in Part C of Schedule II to the 2013 Act
‒ In case of prescribed class of companies whose financial statements comply with AS,
where the useful life or residual value of an asset is different from the one mentioned
in Part C, it shall disclose the justification for the same
The above provisions to apply to intangible assets
Where cost of part of the asset is significant to its total cost and useful life of that part is
different from the useful life of the remaining asset, useful life of that significant part to be
determined separately
Asset used for double shift – depreciation to increase by 50% for the period used
Asset used for triple shift – depreciation to increase by 100% for the period used
From the date the Schedule II comes into effect, the carrying amount of the asset as on
that date—
‒ shall be depreciated over the remaining useful life of the asset as per the Schedule II
‒ after retaining the residual value, shall be recognized in the opening balance of
retained earnings where the remaining useful life of an asset is nil
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Declaration and Payment of Dividend
Particulars
Companies Act 1956
Companies Act 2013
Unpaid /
unclaimed
dividend
transferred to
IEPF
Only dividend which remains unpaid
for 7 years is required to be
transferred to IEPF.
Where the unpaid / unclaimed dividend
has been transferred to Investor
Education and Protection Fund (IEPF),
the corresponding shares on which
such dividend was unpaid / unclaimed
shall also be transferred to IEPF.
IEPF – additional
transfers
•
•
•
•
Application money received for
allotment of securities and due for
refund – not paid for 7 years
Sale proceeds of fractional shares
on merger, bonus for more than 7
years
Redemption amount of preference
shares remain unpaid for more than
7 years
Amounts as prescribed in Rules
etc.
Takeaway
• The shares in respect of which unpaid / unclaimed dividend is transferred to IEPF also stands
transferred to IEPF. Under the draft Rules, voting rights in respect of such shares shall be frozen.
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Declaration and Payment of Dividend
Particulars
Companies Act
1956
Companies Act 2013
Restrictions
on
declaration of
dividend/
interim
dividend
No restrictions are
provided for declaring
dividend
Interim dividend may be declared out of the surplus in the Profit
& Loss Account as well as profits of the FY in which dividend is
sought to be declared.
In case company has incurred loss up to the preceding quarter
of the current FY then interim dividend shall not be declared at
a rate higher than the average dividends declared by the
company during the immediately preceding 3 FYs
Failure to comply with provisions relating to acceptance and
repayment of deposits will bar the company to declare any
dividend during the period of non-compliance
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Failure to distribute dividend
Particulars
Penalty
Directors
•
•
Company
To pay simple interest @ 18% p.a. during the period of default
Not an offence
(defense
available)
a)
b)
c)
d)
e)
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Imprisonment of 2 years; and
fine >/= INR. 1,000 per day of default
Dividend not paid by reason of the operation of any law;
Directions of shareholder not complied with and the same has been
communicated to him;
Dispute regarding the right to receive the dividend;
Adjustment of dividend by the company against any sum due to it from
the shareholder; or
Failure to pay the dividend or to post the warrant within the period was
not due to any default on the part of the company.
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Related Party Transactions
Related Party Transactions
Particulars
Companies Act 1956
Companies Act 2013
Scope of
Section
[Clause
188(1)]
a. sale, purchase or supply of
any goods or materials;
b. sale, purchase or supply of
any services;
c. underwriting the subscription
of any shares, debentures of
a company
a. sale, purchase or supply of any goods or
material;
b. buying, selling or disposing of property of
any kind;
c. leasing of property of any kind;
d. availing or rendering of any services;
e. appointment of any agents for purchase
or sale of goods, materials, services or
property;
f. related party’s appointment to any office
or place of profit in the company, its
subsidiary company associate company;
or
g. underwriting the subscription of any
shares in or derivatives thereof;
Takeaway
• List of related party transactions widened
• Immovable property also brought under the ambit of related party transactions
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Related Party Transactions
Particulars
Companies Act 1956
Companies Act 2013
Approval
required
[Clause
188(1)]
•
Where a transaction with a related party is
(i) not in the ordinary course of business or (ii) is in the
ordinary course of business but not on an arm’s length
basis:
• Prior consent of the BOD by a resolution at a board
meeting and compliance with the conditions to be
prescribed is necessary (limits as per draft rules
elaborated in next slide)
• Prior approval of the shareholders where paid-up
capital of company or transaction amount exceeds
prescribed limit (limits as per draft rules elaborated
in next slide)
Related party who is a member of such a company
cannot vote on such a special resolution
Requirement of obtaining CG approval for related party
transactions done away with
'Arm’s length transaction' means a transaction between
2 related parties that is conducted as if they were
unrelated, so that there is no conflict of interest
•
Prior consent of the BoD by
resolution passed at Board meeting
Prior approval of Regional Director,
in case the paid-up capital of
company is exceeding ` 1 crore
Takeaway
• Removal of taking CG approval for related party will remove the uncertainty in timeline and execution of
the related party transactions
• Related party transactions at arms' length price will call for aligning the benchmarking under transfer
pricing norms as per Income tax Act for both domestic and international transactions
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Related Party Transactions
As per the draft rules, a company shall enter into any contract or arrangement with a related
party with prior consent of the BOD by a resolution at a board meeting and subject to
compliance with the following conditions :
• The notice of the Board meeting at which the resolution is proposed to be moved shall
disclose‒ name of the related party and nature of relationship;
‒ nature, duration of the contract and particulars of the contract or arrangement;
‒ material terms of the contract or arrangement including the value, if any;
‒ any advance paid or received for the contract or arrangement, if any; and
‒ any other information relevant or important for the BOD to take a decision on the
proposed transaction.
•
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Where any director is interested in any contract or arrangement with a related party, such
director shall not be present at the meeting during discussions on the subject matter of the
resolution relating to such contract or arrangement
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Related Party Transactions
As per the draft rules, prior approval of the shareholders will be required for a company to
enter into a contract or arrangement with any related party where:
• Paid-up share capital is Rs. 1 crore or more;
• The transaction(s) to be entered into :
‒ individually or taken together with previous transactions during a FY, exceeds 5% of
annual turnover or 20% of net worth of the company as per the last audited financial
statements of the company, whichever is higher, for the following contracts or
arrangements:
a.
b.
c.
d.
e.
sale, purchase or supply of any goods or material;
buying, selling or disposing of property of any kind;
leasing of property of any kind;
availing or rendering of any services;
appointment of any agents for purchase or sale of goods, materials, services or property; or
‒ relates to appointment to any office or place of profit in the company, its subsidiary
company or associate company at a monthly remuneration exceeding Rs. 1 lakh; or
‒ is for a remuneration for underwriting the subscription of any securities or derivatives
thereof of the company exceeding Rs. 10 lakhs
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Related Party Transactions
Particulars
Companies Act 1956
Companies Act 2013
Specified
persons with
whom
contracts are
covered
[Clause
2(76)]
• Director of the Company
• Relative of such director
• A firm in which such
director or relative is a
partner
• Any other partner of such
firm in which director or
relative is a partner
• Private Company in which
such director is a director
or member
“Related Party” :
• director or his relative;
• KMP or his relative;
• firm, in which a director, manager or his relative is a partner;
• private company in which a director or manager is a member
or director ;
• public company in which a director or manager is a director or
holds along with his relatives, more than 2% of its paid-up
share capital;
• any body corporate whose BoD, managing director, or
manager is accustomed to act in accordance with the advice,
directions or instructions of a director or manager;
• any person under whose advice, directions or instructions a
director or manager is accustomed to act;
• any company which is—
‒
a holding, subsidiary or an associate company of such
company; or
‒
a subsidiary of a holding company to which it is also a
subsidiary
• such other persons as may be prescribed
Takeaway
• The scope of related party is substantially expanded to ensure interest of shareholders. As per draft rules –
“other prescribed persons “ means a director or KMP of the holding, subsidiary or associate company of such
company or his relative or any person appointed in senior management in the company or its holding, subsidiary
or associate company.
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Related Party Transactions
Particulars
Companies Act 1956
Companies Act 2013
Non-cash
transaction with
directors
[Clause 192]
No such restriction
Non-cash transaction with a director of the
company or its holding, subsidiary or
associate company or a person
connected for acquisition or sale of assets
allowed only with prior approval of the
members in a general meeting and
supported by values determined by
Registered valuers
Exemptions
[Proviso to Clause
188(1)]
• Purchase/Sale of goods and
materials for cash at prevailing
market price.
• Purchase/Sale of goods and
materials or services the cost of
which does not exceed ` 5,000/in any year during the period of
contract
• Any transaction of banking /
insurance company in the
ordinary course of such company
Any transaction entered by company in its
ordinary course of business which are on
arm’s length basis
Takeaway
• Justification to be provided in BOD report for related party transaction – more onus on BOD
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Glossary
AGM: Annual General Meeting
BOD: Board of Directors
CA: Chartered Accountant
CARO: Companies (Auditor's Report) Order 2003
CEO: Chief Executive Officer
CFO: Chief Finance Officer
CFS: Consolidated Financial Statement
CG: Central Government
FY: Financial Year
KMP: Key Managerial Personnel
MD: Managing Director
NCLT: National Company Law Tribunal
OPC: One Person Company
ROC: Registrar of Companies
SEBI: Securities and Exchange Board of India
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