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Crtitical issues in Company Law for Private Companies

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CA. PRAMOD JAIN FCA, FCS, FCMA, LL.B, MIMA, DISA CA. PRAMOD JAIN FCA, FCS, FCMA, LL.B, MIMA, DISA LUNAWAT & CO. Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants LUNAWAT & CO. Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants 4 4 4 th th th th February 2017 February 2017 February 2017 February 2017 Nanital Nanital Nanital Nanital, Kanpur CA Society , Kanpur CA Society , Kanpur CA Society , Kanpur CA Society 4 4 4 th th th th February 2017 February 2017 February 2017 February 2017 Nanital Nanital Nanital Nanital, Kanpur CA Society , Kanpur CA Society , Kanpur CA Society , Kanpur CA Society CRITICAL ISSUES IN COMPANY LAW FOR PRIVATE COMPANIES CRITICAL ISSUES IN COMPANY LAW FOR PRIVATE COMPANIES
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Page 1: Crtitical issues in Company Law  for Private Companies

CA. PRAMOD JAINFCA, FCS, FCMA, LL.B, MIMA, DISA

CA. PRAMOD JAINFCA, FCS, FCMA, LL.B, MIMA, DISA

LUNAWAT & CO.Chartered AccountantsChartered AccountantsChartered AccountantsChartered Accountants

LUNAWAT & CO.Chartered AccountantsChartered AccountantsChartered AccountantsChartered Accountants4444thththth February 2017 February 2017 February 2017 February 2017 NanitalNanitalNanitalNanital, Kanpur CA Society, Kanpur CA Society, Kanpur CA Society, Kanpur CA Society4444thththth February 2017 February 2017 February 2017 February 2017 NanitalNanitalNanitalNanital, Kanpur CA Society, Kanpur CA Society, Kanpur CA Society, Kanpur CA Society

CRITICAL ISSUES

IN COMPANY LAW FOR

PRIVATE COMPANIES

CRITICAL ISSUES

IN COMPANY LAW FOR

PRIVATE COMPANIES

Page 2: Crtitical issues in Company Law  for Private Companies

THE PROCESSTHE PROCESSTHE PROCESSTHE PROCESSLunawat & Co.

Financial Financial Financial Financial StatementsStatementsStatementsStatements

Auditors Auditors Auditors Auditors ReportReportReportReport

Directors Directors Directors Directors ReportReportReportReport

Page 3: Crtitical issues in Company Law  for Private Companies

Lunawat & Co.

Annual Annual Annual Annual ReportReportReportReport

Director’s Director’s Director’s Director’s ReportReportReportReport

Auditor’s Auditor’s Auditor’s Auditor’s ReportReportReportReport

Financial Financial Financial Financial statementstatementstatementstatement

ssss

Balance Balance Balance Balance SheetSheetSheetSheet

Profit / Profit / Profit / Profit / LossLossLossLoss

Cash FlowCash FlowCash FlowCash Flow NotesNotesNotesNotes

Page 4: Crtitical issues in Company Law  for Private Companies

Lunawat & Co.

Page 5: Crtitical issues in Company Law  for Private Companies

FINANCIAL STATEMENTSFINANCIAL STATEMENTSFINANCIAL STATEMENTSFINANCIAL STATEMENTS

�Financial Year Financial Year Financial Year Financial Year –––– 31313131stststst MarchMarchMarchMarch

�Cash Flow for all except:Cash Flow for all except:Cash Flow for all except:Cash Flow for all except:

�OPCOPCOPCOPC

�SCSCSCSC

�DC DC DC DC

�FS to FS to FS to FS to be in Schedule III be in Schedule III be in Schedule III be in Schedule III

�Amended Amended Amended Amended w.e.fw.e.fw.e.fw.e.f. 4.9.15 to include . 4.9.15 to include . 4.9.15 to include . 4.9.15 to include

MSMED details under Trade MSMED details under Trade MSMED details under Trade MSMED details under Trade PayablePayablePayablePayable

Lunawat & Co.

Page 6: Crtitical issues in Company Law  for Private Companies

BASICS BASICS BASICS BASICS –––– CURRENT VS. NONCURRENT VS. NONCURRENT VS. NONCURRENT VS. NON----CURRENTCURRENTCURRENTCURRENT

� Current Asset Current Asset Current Asset Current Asset ---- satisfies any of following criteria; satisfies any of following criteria; satisfies any of following criteria; satisfies any of following criteria;

� In the company’s normal operating cycle it is; In the company’s normal operating cycle it is; In the company’s normal operating cycle it is; In the company’s normal operating cycle it is;

�Intended for sale; orIntended for sale; orIntended for sale; orIntended for sale; or

�Intended to be consumed; orIntended to be consumed; orIntended to be consumed; orIntended to be consumed; or

�Expected to be realized.Expected to be realized.Expected to be realized.Expected to be realized.

�Held primarily for the purpose of being traded; orHeld primarily for the purpose of being traded; orHeld primarily for the purpose of being traded; orHeld primarily for the purpose of being traded; or

� Expected to be realized within 12 months after Expected to be realized within 12 months after Expected to be realized within 12 months after Expected to be realized within 12 months after

reporting date; orreporting date; orreporting date; orreporting date; or

� Cash or cash equivalent unless it is restricted from Cash or cash equivalent unless it is restricted from Cash or cash equivalent unless it is restricted from Cash or cash equivalent unless it is restricted from

being exchanged or used to settle a liability for at being exchanged or used to settle a liability for at being exchanged or used to settle a liability for at being exchanged or used to settle a liability for at

least 12 months after reporting date.least 12 months after reporting date.least 12 months after reporting date.least 12 months after reporting date.

Lunawat & Co.

Page 7: Crtitical issues in Company Law  for Private Companies

BASICS BASICS BASICS BASICS ---- CURRENT LIABILITYCURRENT LIABILITYCURRENT LIABILITYCURRENT LIABILITY� Current liability if it satisfies any of the following Current liability if it satisfies any of the following Current liability if it satisfies any of the following Current liability if it satisfies any of the following

criteria; if it is :criteria; if it is :criteria; if it is :criteria; if it is :

� Expected to be settled in the company’s normal Expected to be settled in the company’s normal Expected to be settled in the company’s normal Expected to be settled in the company’s normal

operating cycle; oroperating cycle; oroperating cycle; oroperating cycle; or

�Held primarily for the purpose of being traded; orHeld primarily for the purpose of being traded; orHeld primarily for the purpose of being traded; orHeld primarily for the purpose of being traded; or

�Due to be settled within 12 months after reporting Due to be settled within 12 months after reporting Due to be settled within 12 months after reporting Due to be settled within 12 months after reporting

date; ordate; ordate; ordate; or

� The company does not have an unconditional right The company does not have an unconditional right The company does not have an unconditional right The company does not have an unconditional right

to defer settlement of liability for at least 12 to defer settlement of liability for at least 12 to defer settlement of liability for at least 12 to defer settlement of liability for at least 12

months after reporting date. Terms of a liability months after reporting date. Terms of a liability months after reporting date. Terms of a liability months after reporting date. Terms of a liability

that could, at option of counterparty, result in its that could, at option of counterparty, result in its that could, at option of counterparty, result in its that could, at option of counterparty, result in its

settlement by issue of equity do not affect its settlement by issue of equity do not affect its settlement by issue of equity do not affect its settlement by issue of equity do not affect its

classification.classification.classification.classification.

Lunawat & Co.

Page 8: Crtitical issues in Company Law  for Private Companies

GENERALGENERALGENERALGENERAL� Balance Sheet Title Balance Sheet Title Balance Sheet Title Balance Sheet Title –––– ‘as at’ or ‘as on’ 31st ‘as at’ or ‘as on’ 31st ‘as at’ or ‘as on’ 31st ‘as at’ or ‘as on’ 31st

March March March March

� Rounding off based on turnover.Rounding off based on turnover.Rounding off based on turnover.Rounding off based on turnover.

�< < < < RsRsRsRs. 100 Crores . 100 Crores . 100 Crores . 100 Crores ---- To the nearest hundreds, To the nearest hundreds, To the nearest hundreds, To the nearest hundreds,

thousands, lakhs or millions or decimal thousands, lakhs or millions or decimal thousands, lakhs or millions or decimal thousands, lakhs or millions or decimal

thereofthereofthereofthereof

�RsRsRsRs. 100 Crores or more . 100 Crores or more . 100 Crores or more . 100 Crores or more ---- To the nearest To the nearest To the nearest To the nearest

lakhs or millions or crores or decimal thereoflakhs or millions or crores or decimal thereoflakhs or millions or crores or decimal thereoflakhs or millions or crores or decimal thereof

� Comparative Comparative Comparative Comparative figures figures figures figures required required required required to be disclosed to be disclosed to be disclosed to be disclosed

for the last reporting for the last reporting for the last reporting for the last reporting periodperiodperiodperiod

Lunawat & Co.

Page 9: Crtitical issues in Company Law  for Private Companies

GENERALGENERALGENERALGENERAL

�Linking of notes with B/S & PL Linking of notes with B/S & PL Linking of notes with B/S & PL Linking of notes with B/S & PL

�Previous Previous Previous Previous year figuresyear figuresyear figuresyear figures

�Name , DIN, designation & address of Name , DIN, designation & address of Name , DIN, designation & address of Name , DIN, designation & address of

signatories to any document signatories to any document signatories to any document signatories to any document

uploaded / filed with ROCuploaded / filed with ROCuploaded / filed with ROCuploaded / filed with ROC

�B/s & PL on letterhead of Auditors!!B/s & PL on letterhead of Auditors!!B/s & PL on letterhead of Auditors!!B/s & PL on letterhead of Auditors!!

�Date of signingDate of signingDate of signingDate of signing

�Payment to shareholders for 2(22)(e) Payment to shareholders for 2(22)(e) Payment to shareholders for 2(22)(e) Payment to shareholders for 2(22)(e)

Lunawat & Co.

Page 10: Crtitical issues in Company Law  for Private Companies

FORM OF BALANCE SHEET (PART 1)FORM OF BALANCE SHEET (PART 1)FORM OF BALANCE SHEET (PART 1)FORM OF BALANCE SHEET (PART 1)Particulars Note

No.

Figures as at the

end of the CRP

Figures as at the

end of the PRP

I. EQUITY AND LIABILITIES

(1) Shareholders’ Funds

(a) Share capital

(b) Reserve and Surplus

(c) Money received against share

warrants

1

2

(2) Share application money pending

allotment

3

(3) Non-current Liabilities

(a) Long term borrowings

(b) Deferred tax liabilities (net)

(c) Other long term liabilities

(d) Long term provisions

4

5

6

7

(4) Current Liabilities

(a) Short term borrowings

(b) Trade payables

(c) Other current liabilities

(d) Short term provisions

8

9

10

TOTAL

Page 11: Crtitical issues in Company Law  for Private Companies

SHARE CAPITAL & RESERVESSHARE CAPITAL & RESERVESSHARE CAPITAL & RESERVESSHARE CAPITAL & RESERVES� Authorized Authorized Authorized Authorized / Paid up Capital / Paid up Capital / Paid up Capital / Paid up Capital –––– Check with Check with Check with Check with

Master DataMaster DataMaster DataMaster Data

� Reconciliation of no of shares outstanding at Reconciliation of no of shares outstanding at Reconciliation of no of shares outstanding at Reconciliation of no of shares outstanding at

beginning and at end of reporting period.beginning and at end of reporting period.beginning and at end of reporting period.beginning and at end of reporting period.

� RRRRightsightsightsights, preference & restrictions attaching to , preference & restrictions attaching to , preference & restrictions attaching to , preference & restrictions attaching to

each class of shares each class of shares each class of shares each class of shares etc.etc.etc.etc.

� Is Is Is Is conversion of loans into shares in event of conversion of loans into shares in event of conversion of loans into shares in event of conversion of loans into shares in event of

default in repayment default in repayment default in repayment default in repayment –––– NonNonNonNon----cash?cash?cash?cash?

� Share Premium A/c??Share Premium A/c??Share Premium A/c??Share Premium A/c??

Lunawat & Co.

Page 12: Crtitical issues in Company Law  for Private Companies

SHARE APPLICATION MONEY SHARE APPLICATION MONEY SHARE APPLICATION MONEY SHARE APPLICATION MONEY ---- DISCLOSUREDISCLOSUREDISCLOSUREDISCLOSURE

� Terms & conditions & No. of shares proposed to Terms & conditions & No. of shares proposed to Terms & conditions & No. of shares proposed to Terms & conditions & No. of shares proposed to

be issued.be issued.be issued.be issued.

� Amount of premium, if any.Amount of premium, if any.Amount of premium, if any.Amount of premium, if any.

� Period before which the allotment shall be made.Period before which the allotment shall be made.Period before which the allotment shall be made.Period before which the allotment shall be made.

� Whether company has sufficient authorized Whether company has sufficient authorized Whether company has sufficient authorized Whether company has sufficient authorized

share capital to allot shares.share capital to allot shares.share capital to allot shares.share capital to allot shares.

� Period for which the share application money has Period for which the share application money has Period for which the share application money has Period for which the share application money has

been pending beyond the period for allotment as been pending beyond the period for allotment as been pending beyond the period for allotment as been pending beyond the period for allotment as

mentioned in the share application document.mentioned in the share application document.mentioned in the share application document.mentioned in the share application document.

� Reason for which such share application money Reason for which such share application money Reason for which such share application money Reason for which such share application money

is pending for allotment, if so pending.is pending for allotment, if so pending.is pending for allotment, if so pending.is pending for allotment, if so pending.

Lunawat & Co.

Page 13: Crtitical issues in Company Law  for Private Companies

CARO 2016 CARO 2016 CARO 2016 CARO 2016 ---- CLAUSESCLAUSESCLAUSESCLAUSES�14 14 14 14 ––––NewNewNewNew ---- Whether Co. has made Whether Co. has made Whether Co. has made Whether Co. has made

preferential allotment / PP of shares or preferential allotment / PP of shares or preferential allotment / PP of shares or preferential allotment / PP of shares or

fully or partly fully or partly fully or partly fully or partly convertible convertible convertible convertible deb. during deb. during deb. during deb. during yryryryr. . . .

Whether Whether Whether Whether SSSS. 42 complied & . 42 complied & . 42 complied & . 42 complied & amount amount amount amount raised raised raised raised

used for purposes for which funds were used for purposes for which funds were used for purposes for which funds were used for purposes for which funds were

raised. raised. raised. raised.

� If not, details of amount involved and If not, details of amount involved and If not, details of amount involved and If not, details of amount involved and

nature of nonnature of nonnature of nonnature of non----compliance.compliance.compliance.compliance.

Lunawat & Co.

Page 14: Crtitical issues in Company Law  for Private Companies

PRIVATE PRIVATE PRIVATE PRIVATE PLACEMENT PLACEMENT PLACEMENT PLACEMENT ---- PROCEDUREPROCEDUREPROCEDUREPROCEDURE

Special Resolution Special Resolution Special Resolution Special Resolution ––––MGT MGT MGT MGT ----14 (earlier 14 (earlier 14 (earlier 14 (earlier offer should be offer should be offer should be offer should be

complete)complete)complete)complete)

Send letter of offer Send letter of offer Send letter of offer Send letter of offer to persons from to persons from to persons from to persons from

whom money to be whom money to be whom money to be whom money to be raised < 50 persons raised < 50 persons raised < 50 persons raised < 50 persons

> 200 per year> 200 per year> 200 per year> 200 per year

Send the detail of Send the detail of Send the detail of Send the detail of persons to whom persons to whom persons to whom persons to whom offer sent to ROC offer sent to ROC offer sent to ROC offer sent to ROC within 30 days within 30 days within 30 days within 30 days

On receiving On receiving On receiving On receiving amount, allot within amount, allot within amount, allot within amount, allot within

60 days60 days60 days60 days

If not allotted refund If not allotted refund If not allotted refund If not allotted refund within 15 dayswithin 15 dayswithin 15 dayswithin 15 days

If not refunded pay If not refunded pay If not refunded pay If not refunded pay inttinttinttintt @ 12%@ 12%@ 12%@ 12%

Lunawat & Co.

Page 15: Crtitical issues in Company Law  for Private Companies

BORROWINGSBORROWINGSBORROWINGSBORROWINGS� Long Term vs. Short Long Term vs. Short Long Term vs. Short Long Term vs. Short Term Term Term Term –––– CC Limits?? Demand CC Limits?? Demand CC Limits?? Demand CC Limits?? Demand

Loans??Loans??Loans??Loans??

� Secured /unsecured Secured /unsecured Secured /unsecured Secured /unsecured –––– nature of security to be nature of security to be nature of security to be nature of security to be stated stated stated stated & & & & guaranteed by directors to be shown guaranteed by directors to be shown guaranteed by directors to be shown guaranteed by directors to be shown separately.separately.separately.separately.

� Term of repayment of term loans to be givenTerm of repayment of term loans to be givenTerm of repayment of term loans to be givenTerm of repayment of term loans to be given

� Period of maturity with respect to B/S datePeriod of maturity with respect to B/S datePeriod of maturity with respect to B/S datePeriod of maturity with respect to B/S date

�Number of installments dueNumber of installments dueNumber of installments dueNumber of installments due

� Amount of installments dueAmount of installments dueAmount of installments dueAmount of installments due

� Applicable rate of interestApplicable rate of interestApplicable rate of interestApplicable rate of interest

� Period Period Period Period & amount of default in payment of & amount of default in payment of & amount of default in payment of & amount of default in payment of

principal principal principal principal & & & & interest as on interest as on interest as on interest as on B/S B/S B/S B/S datedatedatedate

Lunawat & Co.

Page 16: Crtitical issues in Company Law  for Private Companies

CARO 2016 CARO 2016 CARO 2016 CARO 2016 ---- CLAUSESCLAUSESCLAUSESCLAUSES� 9 9 9 9 –––– NewNewNewNew ---- Whether moneys raised by way of Whether moneys raised by way of Whether moneys raised by way of Whether moneys raised by way of IPO IPO IPO IPO

/ FPO (including / FPO (including / FPO (including / FPO (including debt instruments) &debt instruments) &debt instruments) &debt instruments) & term loans term loans term loans term loans

were applied for were applied for were applied for were applied for purposes purposes purposes purposes for which those are for which those are for which those are for which those are

raised. If not, raised. If not, raised. If not, raised. If not, details details details details together with delays / together with delays / together with delays / together with delays /

default default default default & & & & subsequent subsequent subsequent subsequent rectification.rectification.rectification.rectification.

�Default Default Default Default ---- amount involved amount involved amount involved amount involved , nature , nature , nature , nature of of of of default, delay default, delay default, delay default, delay in in in in

utilizationutilizationutilizationutilization

� Co. to disclose end Co. to disclose end Co. to disclose end Co. to disclose end use of use of use of use of IPO/FPO in notes & auditor IPO/FPO in notes & auditor IPO/FPO in notes & auditor IPO/FPO in notes & auditor

to to to to verify verify verify verify –––– see see see see SEBI (Listing SEBI (Listing SEBI (Listing SEBI (Listing Obl. & Dis. Req.) Reg.Obl. & Dis. Req.) Reg.Obl. & Dis. Req.) Reg.Obl. & Dis. Req.) Reg.

� Temporary investment (FDR) to be reportedTemporary investment (FDR) to be reportedTemporary investment (FDR) to be reportedTemporary investment (FDR) to be reported

� Term Loans from Private PartiesTerm Loans from Private PartiesTerm Loans from Private PartiesTerm Loans from Private Parties

� If against property, FDR, If against property, FDR, If against property, FDR, If against property, FDR, etcetcetcetc –––– no specific purposeno specific purposeno specific purposeno specific purpose

Lunawat & Co.

Page 17: Crtitical issues in Company Law  for Private Companies

LOANS TAKENLOANS TAKENLOANS TAKENLOANS TAKEN

�Section 73Section 73Section 73Section 73----76767676

�Section 185Section 185Section 185Section 185

Lunawat & Co.

Page 18: Crtitical issues in Company Law  for Private Companies

DEPOSITSDEPOSITSDEPOSITSDEPOSITS� Following may invite, accept or renew deposits :Following may invite, accept or renew deposits :Following may invite, accept or renew deposits :Following may invite, accept or renew deposits :

�Banking companies Banking companies Banking companies Banking companies ---- (RBI); (RBI); (RBI); (RBI);

�NBFC NBFC NBFC NBFC –––– (RBI);(RBI);(RBI);(RBI);

�Notified companies; Notified companies; Notified companies; Notified companies;

�Public company having net worth > 100 Cr or Public company having net worth > 100 Cr or Public company having net worth > 100 Cr or Public company having net worth > 100 Cr or

turnover > 500 Cr (Rules)turnover > 500 Cr (Rules)turnover > 500 Cr (Rules)turnover > 500 Cr (Rules)

�Others Others Others Others –––– only from its members subject to only from its members subject to only from its members subject to only from its members subject to

certain conditions (73(2)). certain conditions (73(2)). certain conditions (73(2)). certain conditions (73(2)). –––– Pvt. Cos. Pvt. Cos. Pvt. Cos. Pvt. Cos. uptouptouptoupto

100% of capital + free reserves 100% of capital + free reserves 100% of capital + free reserves 100% of capital + free reserves –––– 5.6.155.6.155.6.155.6.15 ----

100% of capital + 100% of capital + 100% of capital + 100% of capital + FR + SP FR + SP FR + SP FR + SP –––– 26.6.1626.6.1626.6.1626.6.16

Lunawat & Co.

Page 19: Crtitical issues in Company Law  for Private Companies

ACCEPTANCE OF DEPOSIT RULES 2014ACCEPTANCE OF DEPOSIT RULES 2014ACCEPTANCE OF DEPOSIT RULES 2014ACCEPTANCE OF DEPOSIT RULES 2014� Apply to all companies except Bank, NBFC & HFCApply to all companies except Bank, NBFC & HFCApply to all companies except Bank, NBFC & HFCApply to all companies except Bank, NBFC & HFC

� Deposit includes receipt of money by way of loan, deposit Deposit includes receipt of money by way of loan, deposit Deposit includes receipt of money by way of loan, deposit Deposit includes receipt of money by way of loan, deposit

or other form, but does not include:or other form, but does not include:or other form, but does not include:or other form, but does not include:

� Amount received from CG, SG, L Auth., Stat. Auth.Amount received from CG, SG, L Auth., Stat. Auth.Amount received from CG, SG, L Auth., Stat. Auth.Amount received from CG, SG, L Auth., Stat. Auth.

� Amount from Foreign Amount from Foreign Amount from Foreign Amount from Foreign GGGGovtovtovtovt, Bank, , Bank, , Bank, , Bank, etcetcetcetc as per FEMAas per FEMAas per FEMAas per FEMA

� Amount received from Banks, PFIs, CPsAmount received from Banks, PFIs, CPsAmount received from Banks, PFIs, CPsAmount received from Banks, PFIs, CPs

� ICDICDICDICD

� From director out of his own funds From director out of his own funds From director out of his own funds From director out of his own funds –––– to report in D.R. to report in D.R. to report in D.R. to report in D.R. w.e.fw.e.fw.e.fw.e.f. . . .

15.9.15 15.9.15 15.9.15 15.9.15 –––– FS FS FS FS –––– 29.6.1629.6.1629.6.1629.6.16

� From From From From relative of director relative of director relative of director relative of director for Pvt. Co. out for Pvt. Co. out for Pvt. Co. out for Pvt. Co. out of his own funds of his own funds of his own funds of his own funds –––– to to to to

report in report in report in report in D.R. D.R. D.R. D.R. w.e.fw.e.fw.e.fw.e.f. . . . 15.9.15 15.9.15 15.9.15 15.9.15 –––– FS FS FS FS –––– 29.6.1629.6.1629.6.1629.6.16

� Convertible bond / debenture Convertible bond / debenture Convertible bond / debenture Convertible bond / debenture –––– shares within 5 years shares within 5 years shares within 5 years shares within 5 years 10 from 10 from 10 from 10 from

29.6.16. & Listed unsecured NCD29.6.16. & Listed unsecured NCD29.6.16. & Listed unsecured NCD29.6.16. & Listed unsecured NCD

� Interest free security deposit Interest free security deposit Interest free security deposit Interest free security deposit –––– employee employee employee employee –––– 1 1 1 1 yryryryr salarysalarysalarysalary

Lunawat & Co.

Page 20: Crtitical issues in Company Law  for Private Companies

ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES 2014201420142014

� NonNonNonNon----Interest bearing amount received and held in Interest bearing amount received and held in Interest bearing amount received and held in Interest bearing amount received and held in

TrustTrustTrustTrust

� Business advances:Business advances:Business advances:Business advances:

� Supply of goods / services Supply of goods / services Supply of goods / services Supply of goods / services –––– within 365 dayswithin 365 dayswithin 365 dayswithin 365 days

� Against Against Against Against ImmImmImmImm property property property property –––– if adjusted as per agreement if adjusted as per agreement if adjusted as per agreement if adjusted as per agreement

� SSSSecurity deposit for performance of contract for ecurity deposit for performance of contract for ecurity deposit for performance of contract for ecurity deposit for performance of contract for

supply of goods or provision of servicessupply of goods or provision of servicessupply of goods or provision of servicessupply of goods or provision of services

� AAAAdvance under long term projects for supply of capital dvance under long term projects for supply of capital dvance under long term projects for supply of capital dvance under long term projects for supply of capital

goodsgoodsgoodsgoods

� Advance for providing future services in form of Advance for providing future services in form of Advance for providing future services in form of Advance for providing future services in form of

warranty or maintenance contract (written) warranty or maintenance contract (written) warranty or maintenance contract (written) warranty or maintenance contract (written) uptouptouptoupto 5 5 5 5

years years years years –––– 29.6.201629.6.201629.6.201629.6.2016

Lunawat & Co.

Page 21: Crtitical issues in Company Law  for Private Companies

ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES 2014201420142014

� Advance received and as allowed by Advance received and as allowed by Advance received and as allowed by Advance received and as allowed by sectoralsectoralsectoralsectoral

regulator as per CG or SG regulator as per CG or SG regulator as per CG or SG regulator as per CG or SG –––– 29.6.201629.6.201629.6.201629.6.2016

� Advance Advance Advance Advance for subscription towards publication for subscription towards publication for subscription towards publication for subscription towards publication ––––

29.6.201629.6.201629.6.201629.6.2016

� If Co. accepting money does not have necessary If Co. accepting money does not have necessary If Co. accepting money does not have necessary If Co. accepting money does not have necessary

permission or approval to deal in goods or permission or approval to deal in goods or permission or approval to deal in goods or permission or approval to deal in goods or

properties or services properties or services properties or services properties or services ----DepositDepositDepositDeposit

� Subscription to chit under Chit Fund ActSubscription to chit under Chit Fund ActSubscription to chit under Chit Fund ActSubscription to chit under Chit Fund Act–––– 29.6.1629.6.1629.6.1629.6.16

� Received by company in collective investment Received by company in collective investment Received by company in collective investment Received by company in collective investment

scheme in compliance with SEBI scheme in compliance with SEBI scheme in compliance with SEBI scheme in compliance with SEBI –––– 29.6.1629.6.1629.6.1629.6.16

Lunawat & Co.

Page 22: Crtitical issues in Company Law  for Private Companies

ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES 2014201420142014

� RsRsRsRs. 25 Lakh or more by start up company in . 25 Lakh or more by start up company in . 25 Lakh or more by start up company in . 25 Lakh or more by start up company in

single tranche by convertible note (in equity or single tranche by convertible note (in equity or single tranche by convertible note (in equity or single tranche by convertible note (in equity or

repayable within 5 years) repayable within 5 years) repayable within 5 years) repayable within 5 years) –––– 29.6.1629.6.1629.6.1629.6.16

� Amount received from alternative investment Amount received from alternative investment Amount received from alternative investment Amount received from alternative investment

funds, Domestic VC Funds, MF registered with funds, Domestic VC Funds, MF registered with funds, Domestic VC Funds, MF registered with funds, Domestic VC Funds, MF registered with

SEBI SEBI SEBI SEBI –––– 29.6.1629.6.1629.6.1629.6.16

� Promoters Promoters Promoters Promoters ---- stipulation of any FI or a banks:stipulation of any FI or a banks:stipulation of any FI or a banks:stipulation of any FI or a banks:----

� Loan is brought in pursuance of stipulation imposed by lending Loan is brought in pursuance of stipulation imposed by lending Loan is brought in pursuance of stipulation imposed by lending Loan is brought in pursuance of stipulation imposed by lending

institutions on promoters to contribute such finance; andinstitutions on promoters to contribute such finance; andinstitutions on promoters to contribute such finance; andinstitutions on promoters to contribute such finance; and

� Loan is provided by the promoters themselves and/or by their Loan is provided by the promoters themselves and/or by their Loan is provided by the promoters themselves and/or by their Loan is provided by the promoters themselves and/or by their

relatives.relatives.relatives.relatives.

� Exemption available only till loans are Exemption available only till loans are Exemption available only till loans are Exemption available only till loans are repaidrepaidrepaidrepaid

Lunawat & Co.

Page 23: Crtitical issues in Company Law  for Private Companies

ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES ACCEPTANCE OF DEPOSIT RULES 2014201420142014� Amt. received by Amt. received by Amt. received by Amt. received by NidhiNidhiNidhiNidhi companiescompaniescompaniescompanies

� Public / Eligible Public / Eligible Public / Eligible Public / Eligible –––– deposit deposit deposit deposit –––– 6 m to 36 m6 m to 36 m6 m to 36 m6 m to 36 m

� Eligible company to obtain rating and to be attached Eligible company to obtain rating and to be attached Eligible company to obtain rating and to be attached Eligible company to obtain rating and to be attached

with DPT 3 with DPT 3 with DPT 3 with DPT 3 –––– 29.6.1629.6.1629.6.1629.6.16

� If <6, 3 months If <6, 3 months If <6, 3 months If <6, 3 months ---- 10% of capital + free reserves10% of capital + free reserves10% of capital + free reserves10% of capital + free reserves

� Total deposit from members <25% of C + F. Reserve Total deposit from members <25% of C + F. Reserve Total deposit from members <25% of C + F. Reserve Total deposit from members <25% of C + F. Reserve ––––

35% from 35% from 35% from 35% from 29.6.1629.6.1629.6.1629.6.16

� Rate of Rate of Rate of Rate of InttInttInttIntt & commission not to exceed NBFC norms& commission not to exceed NBFC norms& commission not to exceed NBFC norms& commission not to exceed NBFC norms

� Auditors should take suitable note of violation of these Auditors should take suitable note of violation of these Auditors should take suitable note of violation of these Auditors should take suitable note of violation of these

provisionsprovisionsprovisionsprovisions

Lunawat & Co.

Page 24: Crtitical issues in Company Law  for Private Companies

AUDITOR’S DUTY AUDITOR’S DUTY AUDITOR’S DUTY AUDITOR’S DUTY ––––CARO CARO CARO CARO 2016201620162016

� 5 5 5 5 ---- IIIIn n n n casecasecasecase, co. has , co. has , co. has , co. has accepted deposits, accepted deposits, accepted deposits, accepted deposits,

whether whether whether whether directives directives directives directives issued by issued by issued by issued by RBI & RBI & RBI & RBI &

provisions provisions provisions provisions of of of of ss. 73 ss. 73 ss. 73 ss. 73 to 76 or any other to 76 or any other to 76 or any other to 76 or any other

relevant provisions of relevant provisions of relevant provisions of relevant provisions of Companies Companies Companies Companies Act, 2013 Act, 2013 Act, 2013 Act, 2013

& rules & rules & rules & rules framed thereunder, where framed thereunder, where framed thereunder, where framed thereunder, where

applicable, have been complied with? applicable, have been complied with? applicable, have been complied with? applicable, have been complied with?

� If If If If not, not, not, not, nature nature nature nature of such contraventions be of such contraventions be of such contraventions be of such contraventions be

stated; If an order has been passed by stated; If an order has been passed by stated; If an order has been passed by stated; If an order has been passed by CLB CLB CLB CLB

or or or or NCLT NCLT NCLT NCLT or or or or RBI RBI RBI RBI or any court or any other or any court or any other or any court or any other or any court or any other

tribunal, whether tribunal, whether tribunal, whether tribunal, whether same same same same has been complied has been complied has been complied has been complied

with or not?with or not?with or not?with or not?

Lunawat & Co.

Page 25: Crtitical issues in Company Law  for Private Companies

OTHER CURRENT LIABILITIESOTHER CURRENT LIABILITIESOTHER CURRENT LIABILITIESOTHER CURRENT LIABILITIES� The amount shall be classified as:The amount shall be classified as:The amount shall be classified as:The amount shall be classified as:

� Current maturities of long term debtsCurrent maturities of long term debtsCurrent maturities of long term debtsCurrent maturities of long term debts

� Current maturities of finance lease obligationsCurrent maturities of finance lease obligationsCurrent maturities of finance lease obligationsCurrent maturities of finance lease obligations

� Interest accrued but not due on borrowingsInterest accrued but not due on borrowingsInterest accrued but not due on borrowingsInterest accrued but not due on borrowings

� Interest accrued and due on borrowingsInterest accrued and due on borrowingsInterest accrued and due on borrowingsInterest accrued and due on borrowings

� Income received in advanceIncome received in advanceIncome received in advanceIncome received in advance

� Unpaid dividendsUnpaid dividendsUnpaid dividendsUnpaid dividends

� Share Application money due for refund and interest Share Application money due for refund and interest Share Application money due for refund and interest Share Application money due for refund and interest accrued thereon (including advances for allotment of accrued thereon (including advances for allotment of accrued thereon (including advances for allotment of accrued thereon (including advances for allotment of share Capital)share Capital)share Capital)share Capital)

� Unpaid matured deposit and interest thereonUnpaid matured deposit and interest thereonUnpaid matured deposit and interest thereonUnpaid matured deposit and interest thereon

� Unpaid matured debentures and interest thereonUnpaid matured debentures and interest thereonUnpaid matured debentures and interest thereonUnpaid matured debentures and interest thereon

� Other payablesOther payablesOther payablesOther payables

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Page 26: Crtitical issues in Company Law  for Private Companies

OTHER CURRENT LIABILITIES OTHER CURRENT LIABILITIES OTHER CURRENT LIABILITIES OTHER CURRENT LIABILITIES � Others payable may include:Others payable may include:Others payable may include:Others payable may include:

� Statutory obligations like, ESI, PF, VAT, CST, etc.Statutory obligations like, ESI, PF, VAT, CST, etc.Statutory obligations like, ESI, PF, VAT, CST, etc.Statutory obligations like, ESI, PF, VAT, CST, etc.

� Liability for purchase of fixed assetsLiability for purchase of fixed assetsLiability for purchase of fixed assetsLiability for purchase of fixed assets

� Contractually reimbursable expensesContractually reimbursable expensesContractually reimbursable expensesContractually reimbursable expenses

� Interest accrued on trade payablesInterest accrued on trade payablesInterest accrued on trade payablesInterest accrued on trade payables

� Expenses Payable.Expenses Payable.Expenses Payable.Expenses Payable.

� TDS PayableTDS PayableTDS PayableTDS Payable

� Trade / Security DepositTrade / Security DepositTrade / Security DepositTrade / Security Deposit

�MarkMarkMarkMark----totototo----market loss on forward and option market loss on forward and option market loss on forward and option market loss on forward and option contractscontractscontractscontracts

�Retention MoniesRetention MoniesRetention MoniesRetention Monies

� Accrued salaries and benefitsAccrued salaries and benefitsAccrued salaries and benefitsAccrued salaries and benefits

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Page 27: Crtitical issues in Company Law  for Private Companies

FORM OF BALANCE SHEET (PART 2)FORM OF BALANCE SHEET (PART 2)FORM OF BALANCE SHEET (PART 2)FORM OF BALANCE SHEET (PART 2)Particulars Note

No.

Figures as at the

end of the CRP

Figures as at the

end of the PRP

II. ASSETS

(1)Non-current assets

(a) Fixed assets

(i) Tangible assets

(ii) Intangible assets

(iii) Capital work-in-progress

(iv) Intangible assets under development

(b) Non- current investments

(c) Deferred tax assets (Net)

(d) Long term loans and advances

(e) Other non-current assets

11

12

13

14

15

(2) Current assets

(a) Current investments

(b) Inventories

(c) Trade receivables

(d) Cash and cash equivalents

(e) Short term loans and advances

(f) Other current assets

16

17

18

19

20

TOTAL

Page 28: Crtitical issues in Company Law  for Private Companies

FIXED ASSETSFIXED ASSETSFIXED ASSETSFIXED ASSETS

�Fixed Asset on the face of the Balance Fixed Asset on the face of the Balance Fixed Asset on the face of the Balance Fixed Asset on the face of the Balance

Sheet has to be classified as follows:Sheet has to be classified as follows:Sheet has to be classified as follows:Sheet has to be classified as follows:

�Tangible AssetsTangible AssetsTangible AssetsTangible Assets

� Intangible AssetsIntangible AssetsIntangible AssetsIntangible Assets

�SoftwareSoftwareSoftwareSoftware

�Capital workCapital workCapital workCapital work----inininin----progressprogressprogressprogress

� Intangible assets under developmentIntangible assets under developmentIntangible assets under developmentIntangible assets under development

�Capital advances not to be grouped as Capital advances not to be grouped as Capital advances not to be grouped as Capital advances not to be grouped as

Capital WorkCapital WorkCapital WorkCapital Work----inininin----Progress but long term Progress but long term Progress but long term Progress but long term

loans and advancesloans and advancesloans and advancesloans and advances????

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Page 29: Crtitical issues in Company Law  for Private Companies

INVENTORIESINVENTORIESINVENTORIESINVENTORIES

�Classification into:Classification into:Classification into:Classification into:� Raw MaterialsRaw MaterialsRaw MaterialsRaw Materials

� WorkWorkWorkWork----inininin----progressprogressprogressprogress

� Finished goodsFinished goodsFinished goodsFinished goods

� StockStockStockStock----inininin----trade (trading goods)trade (trading goods)trade (trading goods)trade (trading goods)

� Stores and sparesStores and sparesStores and sparesStores and spares

� Loose toolsLoose toolsLoose toolsLoose tools

� Others (specifying nature)Others (specifying nature)Others (specifying nature)Others (specifying nature)

� Finished goods should include all goods except Finished goods should include all goods except Finished goods should include all goods except Finished goods should include all goods except

acquired for trading purposesacquired for trading purposesacquired for trading purposesacquired for trading purposes

� GoodsGoodsGoodsGoods----inininin----transit transit transit transit ----disclose under relevant subdisclose under relevant subdisclose under relevant subdisclose under relevant sub----headheadheadhead

� Mode of valuation to be statedMode of valuation to be statedMode of valuation to be statedMode of valuation to be stated

Lunawat & Co.

Page 30: Crtitical issues in Company Law  for Private Companies

RELATED PARTYRELATED PARTYRELATED PARTYRELATED PARTY

Accounting Accounting Accounting Accounting StandardsStandardsStandardsStandards

AS 18AS 18AS 18AS 18

Companies Companies Companies Companies ActActActAct

S. 2(76)S. 2(76)S. 2(76)S. 2(76)

S. 184S. 184S. 184S. 184 S. 188S. 188S. 188S. 188

Income TaxIncome TaxIncome TaxIncome Tax

40A(2)(b)40A(2)(b)40A(2)(b)40A(2)(b)

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Page 31: Crtitical issues in Company Law  for Private Companies

CARO 2016 CARO 2016 CARO 2016 CARO 2016 ---- CLAUSESCLAUSESCLAUSESCLAUSES

�3 3 3 3 ---- Whether company has granted any Whether company has granted any Whether company has granted any Whether company has granted any

loans, secured or unsecured to cos, firms, loans, secured or unsecured to cos, firms, loans, secured or unsecured to cos, firms, loans, secured or unsecured to cos, firms,

LLPLLPLLPLLP or other parties covered is registered or other parties covered is registered or other parties covered is registered or other parties covered is registered

maintained u/s 189maintained u/s 189maintained u/s 189maintained u/s 189....[MBP[MBP[MBP[MBP----4] 4] 4] 4] –––– 184(2)/188184(2)/188184(2)/188184(2)/188

� If so, If so, If so, If so,

�(a) (a) (a) (a) Whether terms & conditions of grant of Whether terms & conditions of grant of Whether terms & conditions of grant of Whether terms & conditions of grant of

such loans are not prejudicial to company’s such loans are not prejudicial to company’s such loans are not prejudicial to company’s such loans are not prejudicial to company’s

interestinterestinterestinterest; ; ; ;

�CY only, terms s. 186(7), ability to lend, borrower CY only, terms s. 186(7), ability to lend, borrower CY only, terms s. 186(7), ability to lend, borrower CY only, terms s. 186(7), ability to lend, borrower

standingstandingstandingstanding

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Page 32: Crtitical issues in Company Law  for Private Companies

CARO 2016 CARO 2016 CARO 2016 CARO 2016 ---- CLAUSESCLAUSESCLAUSESCLAUSES

�((((b) b) b) b) Whether the schedule of repayment of Whether the schedule of repayment of Whether the schedule of repayment of Whether the schedule of repayment of

principal & interest is stipulated principal & interest is stipulated principal & interest is stipulated principal & interest is stipulated & whether & whether & whether & whether

repayments & interest are regular. repayments & interest are regular. repayments & interest are regular. repayments & interest are regular.

�Opening + CY, squared up loans covered Opening + CY, squared up loans covered Opening + CY, squared up loans covered Opening + CY, squared up loans covered –––– no. of no. of no. of no. of

cases cases cases cases

�(c) If overdue amount (c) If overdue amount (c) If overdue amount (c) If overdue amount for more than 90 daysfor more than 90 daysfor more than 90 daysfor more than 90 days, , , ,

whether reasonable steps taken by Co. for whether reasonable steps taken by Co. for whether reasonable steps taken by Co. for whether reasonable steps taken by Co. for

recovery of the principal & interest recovery of the principal & interest recovery of the principal & interest recovery of the principal & interest

�Opening Opening Opening Opening + + + + CY CY CY CY –––– no. of cases, principal no. of cases, principal no. of cases, principal no. of cases, principal amtamtamtamt

overdue, overdue, overdue, overdue, inttinttinttintt overdue, steps takenoverdue, steps takenoverdue, steps takenoverdue, steps taken

Lunawat & Co.

Page 33: Crtitical issues in Company Law  for Private Companies

LOANS / INVESTMENTS MADELOANS / INVESTMENTS MADELOANS / INVESTMENTS MADELOANS / INVESTMENTS MADE

�Section 185Section 185Section 185Section 185

�Section 186Section 186Section 186Section 186

�Section 179 / 180Section 179 / 180Section 179 / 180Section 179 / 180

Lunawat & Co.

Page 34: Crtitical issues in Company Law  for Private Companies

CARO 2016 CARO 2016 CARO 2016 CARO 2016 ---- CLAUSESCLAUSESCLAUSESCLAUSES

�4 4 4 4 ---- In respect of loans, investments and In respect of loans, investments and In respect of loans, investments and In respect of loans, investments and

guarantees, whether provisions of guarantees, whether provisions of guarantees, whether provisions of guarantees, whether provisions of

Section 185 and 186 Section 185 and 186 Section 185 and 186 Section 185 and 186 have have have have been been been been

complied with. If not, provide details complied with. If not, provide details complied with. If not, provide details complied with. If not, provide details

thereofthereofthereofthereof.

�185 Details 185 Details 185 Details 185 Details –––– maximum amount and closing maximum amount and closing maximum amount and closing maximum amount and closing

Bal.Bal.Bal.Bal.

�186 186 186 186 –––– more than 2 layers, exceeding limits, more than 2 layers, exceeding limits, more than 2 layers, exceeding limits, more than 2 layers, exceeding limits,

rate of interest, other defaultsrate of interest, other defaultsrate of interest, other defaultsrate of interest, other defaults

Lunawat & Co.

Page 35: Crtitical issues in Company Law  for Private Companies

INTER CORPORATE DEPOSIT (INTER CORPORATE DEPOSIT (INTER CORPORATE DEPOSIT (INTER CORPORATE DEPOSIT (ICDICDICDICD))))

�CanCanCanCan aaaa companycompanycompanycompany taketaketaketake ICD?ICD?ICD?ICD?

�WhatWhatWhatWhat ifififif thethethethe companycompanycompanycompany fromfromfromfrom whomwhomwhomwhom youyouyouyou

taketaketaketake ICDICDICDICD hashashashas samesamesamesame directordirectordirectordirector asasasas youryouryouryour

company?company?company?company?

�WhatWhatWhatWhat ifififif thethethethe companycompanycompanycompany fromfromfromfrom whomwhomwhomwhom youyouyouyou

taketaketaketake ICDICDICDICD hashashashas aaaa membermembermembermember whowhowhowho isisisis alsoalsoalsoalso aaaa

directordirectordirectordirector inininin youryouryouryour companycompanycompanycompany????

Lunawat & Co.

Page 36: Crtitical issues in Company Law  for Private Companies

LOAN TO DIRECTOR LOAN TO DIRECTOR LOAN TO DIRECTOR LOAN TO DIRECTOR (185)(185)(185)(185)� Co. not allowed directly or indirectly to advance Co. not allowed directly or indirectly to advance Co. not allowed directly or indirectly to advance Co. not allowed directly or indirectly to advance

any any any any loanloanloanloan or any or any or any or any loan represented by book debt loan represented by book debt loan represented by book debt loan represented by book debt

or give or give or give or give guaranteeguaranteeguaranteeguarantee or or or or provide security in provide security in provide security in provide security in

connection with loan takenconnection with loan takenconnection with loan takenconnection with loan taken to:to:to:to:

�Director of lending co or its partner or relativeDirector of lending co or its partner or relativeDirector of lending co or its partner or relativeDirector of lending co or its partner or relative

�Director of its holding co or its partner or relativeDirector of its holding co or its partner or relativeDirector of its holding co or its partner or relativeDirector of its holding co or its partner or relative

� Firm in which such director or relative is partnerFirm in which such director or relative is partnerFirm in which such director or relative is partnerFirm in which such director or relative is partner

� Pvt. Co. in which such director is Dir. or memberPvt. Co. in which such director is Dir. or memberPvt. Co. in which such director is Dir. or memberPvt. Co. in which such director is Dir. or member

� Co in which all directors hold >25% voting powerCo in which all directors hold >25% voting powerCo in which all directors hold >25% voting powerCo in which all directors hold >25% voting power

� Co. or BOD or MD or Manager acts in direction or Co. or BOD or MD or Manager acts in direction or Co. or BOD or MD or Manager acts in direction or Co. or BOD or MD or Manager acts in direction or

instruction of such director or BOD of lending co.instruction of such director or BOD of lending co.instruction of such director or BOD of lending co.instruction of such director or BOD of lending co.

Lunawat & Co.

Page 37: Crtitical issues in Company Law  for Private Companies

LOAN TO DIRECTOR LOAN TO DIRECTOR LOAN TO DIRECTOR LOAN TO DIRECTOR –––– EXCEPTIONSEXCEPTIONSEXCEPTIONSEXCEPTIONS

� MD or WTD if condition of service MD or WTD if condition of service MD or WTD if condition of service MD or WTD if condition of service ---- all employeesall employeesall employeesall employees

� Any scheme approved by members by Any scheme approved by members by Any scheme approved by members by Any scheme approved by members by splsplsplspl

resolutionresolutionresolutionresolution

� Co in business of providing loans Co in business of providing loans Co in business of providing loans Co in business of providing loans ---- InttInttInttIntt rate > rate > rate > rate >

bank rate by RBIbank rate by RBIbank rate by RBIbank rate by RBI

� Loan, Guarantee, Loan, Guarantee, Loan, Guarantee, Loan, Guarantee, etcetcetcetc by holding co. to by holding co. to by holding co. to by holding co. to its its its its WOSCWOSCWOSCWOSC

� GGGGuarantee uarantee uarantee uarantee given or security provided by a given or security provided by a given or security provided by a given or security provided by a

holding holding holding holding in in in in respect of loan made by respect of loan made by respect of loan made by respect of loan made by bank bank bank bank or or or or FI to FI to FI to FI to

its its its its subsidiarysubsidiarysubsidiarysubsidiary

� HHHHowever, it should utilised by Subs. Co. for owever, it should utilised by Subs. Co. for owever, it should utilised by Subs. Co. for owever, it should utilised by Subs. Co. for

principle business activitiesprinciple business activitiesprinciple business activitiesprinciple business activities

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Page 38: Crtitical issues in Company Law  for Private Companies

EXCEPTIONS EXCEPTIONS EXCEPTIONS EXCEPTIONS –––– PVT.PVT.PVT.PVT. CO.CO.CO.CO.

� Shall not apply to a private company Shall not apply to a private company Shall not apply to a private company Shall not apply to a private company ::::----

� IIIIn n n n whose share capital another body corporate whose share capital another body corporate whose share capital another body corporate whose share capital another body corporate

has invested any money;has invested any money;has invested any money;has invested any money;

� IIIIf f f f the borrowings of such a company from the borrowings of such a company from the borrowings of such a company from the borrowings of such a company from

banks or financial institutions or any body banks or financial institutions or any body banks or financial institutions or any body banks or financial institutions or any body

corporate is less than twice of its paid up corporate is less than twice of its paid up corporate is less than twice of its paid up corporate is less than twice of its paid up

share capital or share capital or share capital or share capital or RsRsRsRs. 50 . 50 . 50 . 50 CrsCrsCrsCrs, , , , whichever is lower; whichever is lower; whichever is lower; whichever is lower;

andandandand

�Such Such Such Such a company has no default in repayment a company has no default in repayment a company has no default in repayment a company has no default in repayment

of such borrowings subsisting at the time of of such borrowings subsisting at the time of of such borrowings subsisting at the time of of such borrowings subsisting at the time of

making transactions under this section.making transactions under this section.making transactions under this section.making transactions under this section.

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Page 39: Crtitical issues in Company Law  for Private Companies

LOAN TO DIRECTOR LOAN TO DIRECTOR LOAN TO DIRECTOR LOAN TO DIRECTOR –––– PENALTYPENALTYPENALTYPENALTY

�On Giver i.e., Company:On Giver i.e., Company:On Giver i.e., Company:On Giver i.e., Company:

�Minimum Minimum Minimum Minimum RsRsRsRs. 5 . 5 . 5 . 5 LacsLacsLacsLacs

�Maximum Maximum Maximum Maximum RRRRssss. 25 . 25 . 25 . 25 LacsLacsLacsLacs

�On Taker i.e., director:On Taker i.e., director:On Taker i.e., director:On Taker i.e., director:

� IIIImprisonment mprisonment mprisonment mprisonment uptouptouptoupto 6 months 6 months 6 months 6 months

�Penalty Penalty Penalty Penalty ---- Minimum Minimum Minimum Minimum RsRsRsRs. 5 . 5 . 5 . 5 LacsLacsLacsLacs

�Penalty Penalty Penalty Penalty ---- Maximum Maximum Maximum Maximum RsRsRsRs. 25 . 25 . 25 . 25 LacsLacsLacsLacs

�Auditor should ensure adequate disclosure Auditor should ensure adequate disclosure Auditor should ensure adequate disclosure Auditor should ensure adequate disclosure

in case of nonin case of nonin case of nonin case of non----compliancecompliancecompliancecompliance

Lunawat & Co.

Page 40: Crtitical issues in Company Law  for Private Companies

GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)

� CompanyCompanyCompanyCompany cancancancan makemakemakemake investmentinvestmentinvestmentinvestment throughthroughthroughthrough notnotnotnot

moremoremoremore thanthanthanthan 2222 layerslayerslayerslayers ofofofof investinvestinvestinvest.... CoCoCoCo.... ExceptionsExceptionsExceptionsExceptions::::----� AcquisitionAcquisitionAcquisitionAcquisition ofofofof anyanyanyany otherotherotherother companycompanycompanycompany incorporatedincorporatedincorporatedincorporated outsideoutsideoutsideoutside IndiaIndiaIndiaIndia ifififif suchsuchsuchsuch

otherotherotherother companycompanycompanycompany hashashashas investmentinvestmentinvestmentinvestment beyondbeyondbeyondbeyond twotwotwotwo layerslayerslayerslayers asasasas perperperper thethethethe lawslawslawslaws ofofofof

thatthatthatthat countrycountrycountrycountry....

� InvestmentInvestmentInvestmentInvestment bybybyby subsidiarysubsidiarysubsidiarysubsidiary companycompanycompanycompany inininin investmentinvestmentinvestmentinvestment subsidiarysubsidiarysubsidiarysubsidiary forforforfor thethethethe

purposepurposepurposepurpose ofofofof meetingmeetingmeetingmeeting anyanyanyany requirementrequirementrequirementrequirement underunderunderunder anyanyanyany lawlawlawlaw inininin forceforceforceforce....

� DisclosureDisclosureDisclosureDisclosure ofofofof detailsdetailsdetailsdetails andandandand purposespurposespurposespurposes ofofofof loan,loan,loan,loan,

guarantee,guarantee,guarantee,guarantee, investmentinvestmentinvestmentinvestment inininin financialfinancialfinancialfinancial statementstatementstatementstatement....

� CannotCannotCannotCannot givegivegivegive anyanyanyany loan/investmentloan/investmentloan/investmentloan/investment ifififif companycompanycompanycompany isisisis

inininin defaultdefaultdefaultdefault ofofofof payingpayingpayingpaying depositdepositdepositdeposit orororor interestinterestinterestinterest andandandand saidsaidsaidsaid

defaultdefaultdefaultdefault subsistssubsistssubsistssubsists....

Lunawat & Co.

Page 41: Crtitical issues in Company Law  for Private Companies

GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)

� Giving of loan / investment exceeding limits Giving of loan / investment exceeding limits Giving of loan / investment exceeding limits Giving of loan / investment exceeding limits ––––

SR required. SR required. SR required. SR required. InttInttInttIntt > govt. security> govt. security> govt. security> govt. security

� IfIfIfIf TermTermTermTerm loanloanloanloan fromfromfromfrom PFIPFIPFIPFI priorpriorpriorprior approvalapprovalapprovalapproval requiredrequiredrequiredrequired

forforforfor loanloanloanloan investmentinvestmentinvestmentinvestment etcetcetcetc beyondbeyondbeyondbeyond limitslimitslimitslimits

� NoNoNoNo SRSRSRSR requiredrequiredrequiredrequired ifififif aaaa loanloanloanloan orororor guaranteeguaranteeguaranteeguarantee givengivengivengiven orororor

securitysecuritysecuritysecurity providedprovidedprovidedprovided totototo itsitsitsits WOSCWOSCWOSCWOSC orororor aaaa JVJVJVJV orororor forforforfor

purchasepurchasepurchasepurchase //// subscriptionsubscriptionsubscriptionsubscription ofofofof securitiessecuritiessecuritiessecurities ofofofof WOSCWOSCWOSCWOSC....

HoweverHoweverHoweverHowever disclosuredisclosuredisclosuredisclosure requiredrequiredrequiredrequired inininin FSFSFSFS

� NoNoNoNo interestinterestinterestinterest freefreefreefree loansloansloansloans –––– raterateraterate ofofofof inttinttinttintt –––– GovtGovtGovtGovt

securitiessecuritiessecuritiessecurities

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Page 42: Crtitical issues in Company Law  for Private Companies

GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)GIVING LOAN & INVESTMENT (186)

�Exemption of provisions toExemption of provisions toExemption of provisions toExemption of provisions to

�Loan/Guarantee/Security provided by a Loan/Guarantee/Security provided by a Loan/Guarantee/Security provided by a Loan/Guarantee/Security provided by a

Banking Co., Insurance Co., Housing Finance Banking Co., Insurance Co., Housing Finance Banking Co., Insurance Co., Housing Finance Banking Co., Insurance Co., Housing Finance

Co., Co. engaged in business of Financing of Co., Co. engaged in business of Financing of Co., Co. engaged in business of Financing of Co., Co. engaged in business of Financing of

Cos., a Co. providing Infrastructural facilities Cos., a Co. providing Infrastructural facilities Cos., a Co. providing Infrastructural facilities Cos., a Co. providing Infrastructural facilities

�Acquisitions by :Acquisitions by :Acquisitions by :Acquisitions by :----

�NBFC whose principal business is acquiring NBFC whose principal business is acquiring NBFC whose principal business is acquiring NBFC whose principal business is acquiring

SecuritiesSecuritiesSecuritiesSecurities

�AAAA Company whose principal business is Company whose principal business is Company whose principal business is Company whose principal business is

acquisition of securitiesacquisition of securitiesacquisition of securitiesacquisition of securities

�Right Issue.Right Issue.Right Issue.Right Issue.

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Page 43: Crtitical issues in Company Law  for Private Companies

PENALTIES 186PENALTIES 186PENALTIES 186PENALTIES 186

�On companyOn companyOn companyOn company

�Minimum Rs.25000/Minimum Rs.25000/Minimum Rs.25000/Minimum Rs.25000/----

�Maximum Rs.5,00,000/Maximum Rs.5,00,000/Maximum Rs.5,00,000/Maximum Rs.5,00,000/----

�On every Officer in Default On every Officer in Default On every Officer in Default On every Officer in Default

� Imprisonment up to 2 Imprisonment up to 2 Imprisonment up to 2 Imprisonment up to 2 yrsyrsyrsyrs; or; or; or; or

�FineFineFineFine

�Minimum Rs.25000/Minimum Rs.25000/Minimum Rs.25000/Minimum Rs.25000/----

�Maximum Rs.1,00,000/Maximum Rs.1,00,000/Maximum Rs.1,00,000/Maximum Rs.1,00,000/----; or; or; or; or

�bothbothbothboth43

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Page 44: Crtitical issues in Company Law  for Private Companies

FORM OF STATEMENT OF PROFIT AND LOSSFORM OF STATEMENT OF PROFIT AND LOSSFORM OF STATEMENT OF PROFIT AND LOSSFORM OF STATEMENT OF PROFIT AND LOSSParticulars Note

No.Figures for

the CRPFigure for the PRP

I. Revenue from operations 21

II. Other income 22

III Total Revenue (I + II)

Iv. Expenses 23

V. Profit before exceptional and extraordinary items and tax (III - IV)

VI. Exceptional items 24

VII. Profit before extraordinary items and tax (V-VI)

VIII. Extraordinary items 25

IX. Profit before tax (VII-VIII)

X. Tax Expenses 26

XI. Profit (loss) for the period from continuing operations (IX-X)

XII Profit (Loss) from the discontinuing business 27

XIII Tax expenses of discontinuing operations 28

XIV. Profit (Loss) from discontinuing operations (after tax) (XII-XIV)

XV. Profit (Loss) for the period (XI+XIV) 29

XVI. Earnings per equity share

Lunawat & Co.

Page 45: Crtitical issues in Company Law  for Private Companies

REVENUE FROM OPERATIONSREVENUE FROM OPERATIONSREVENUE FROM OPERATIONSREVENUE FROM OPERATIONS

� For companies other than finance company:For companies other than finance company:For companies other than finance company:For companies other than finance company:

� Sale of ProductsSale of ProductsSale of ProductsSale of Products

� Sale of ServicesSale of ServicesSale of ServicesSale of Services

�Other Operating RevenuesOther Operating RevenuesOther Operating RevenuesOther Operating Revenues

�Less: Excise DutyLess: Excise DutyLess: Excise DutyLess: Excise Duty

� For Finance company:For Finance company:For Finance company:For Finance company:

� InterestInterestInterestInterest

�Other Financial servicesOther Financial servicesOther Financial servicesOther Financial services

� As per AS 9 presentation for excise duty As per AS 9 presentation for excise duty As per AS 9 presentation for excise duty As per AS 9 presentation for excise duty ---- on on on on

face of PLface of PLface of PLface of PL

Lunawat & Co.

Page 46: Crtitical issues in Company Law  for Private Companies

OTHER INCOMEOTHER INCOMEOTHER INCOMEOTHER INCOME� To be classified as:To be classified as:To be classified as:To be classified as:

� Interest income (other than for finance company)Interest income (other than for finance company)Interest income (other than for finance company)Interest income (other than for finance company)

�DividendDividendDividendDividend

�Dividend from subsidiary companyDividend from subsidiary companyDividend from subsidiary companyDividend from subsidiary company

�Net gain / loss on sale of investmentsNet gain / loss on sale of investmentsNet gain / loss on sale of investmentsNet gain / loss on sale of investments

�Other nonOther nonOther nonOther non----operating income operating income operating income operating income

� Interest, dividend, etc. to be disclosed separately Interest, dividend, etc. to be disclosed separately Interest, dividend, etc. to be disclosed separately Interest, dividend, etc. to be disclosed separately

for Current as well as Non Current Investmentsfor Current as well as Non Current Investmentsfor Current as well as Non Current Investmentsfor Current as well as Non Current Investments

� Other Income be shown net off expenses. Other Income be shown net off expenses. Other Income be shown net off expenses. Other Income be shown net off expenses.

However expenses so netted off are to be shown However expenses so netted off are to be shown However expenses so netted off are to be shown However expenses so netted off are to be shown

separately.separately.separately.separately.

Lunawat & Co.

Page 47: Crtitical issues in Company Law  for Private Companies

EXPENSESEXPENSESEXPENSESEXPENSES

Disclosure on face of the PL:Disclosure on face of the PL:Disclosure on face of the PL:Disclosure on face of the PL:

� Cost of material consumedCost of material consumedCost of material consumedCost of material consumed

� Purchase of stockPurchase of stockPurchase of stockPurchase of stock----inininin----tradetradetradetrade

� Changes in inventories of finished goods Changes in inventories of finished goods Changes in inventories of finished goods Changes in inventories of finished goods

WorkWorkWorkWork----inininin----progress and stock in tradeprogress and stock in tradeprogress and stock in tradeprogress and stock in trade

� Employee benefit expensesEmployee benefit expensesEmployee benefit expensesEmployee benefit expenses

� Finance costFinance costFinance costFinance cost

� Depreciation and amortization expensesDepreciation and amortization expensesDepreciation and amortization expensesDepreciation and amortization expenses

� Other expenses.Other expenses.Other expenses.Other expenses.

Lunawat & Co.

Page 48: Crtitical issues in Company Law  for Private Companies

FINANCE COSTFINANCE COSTFINANCE COSTFINANCE COST� Interest expenseInterest expenseInterest expenseInterest expense

� Interest on borrowings, debentures, bonds, etc.Interest on borrowings, debentures, bonds, etc.Interest on borrowings, debentures, bonds, etc.Interest on borrowings, debentures, bonds, etc.

� Finance charges on finance lease are in nature of interestFinance charges on finance lease are in nature of interestFinance charges on finance lease are in nature of interestFinance charges on finance lease are in nature of interest

� Other borrowing costsOther borrowing costsOther borrowing costsOther borrowing costs� Commitment chargesCommitment chargesCommitment chargesCommitment charges

� Loan processing chargesLoan processing chargesLoan processing chargesLoan processing charges

� Guarantee chargesGuarantee chargesGuarantee chargesGuarantee charges

� Loan facilitation chargesLoan facilitation chargesLoan facilitation chargesLoan facilitation charges

� Discounts/ premium on borrowingsDiscounts/ premium on borrowingsDiscounts/ premium on borrowingsDiscounts/ premium on borrowings

� Other ancillary Other ancillary Other ancillary Other ancillary costscostscostscosts

� Applicable net loss on foreign currency transactions to Applicable net loss on foreign currency transactions to Applicable net loss on foreign currency transactions to Applicable net loss on foreign currency transactions to

the extent they are regarded as adjust to interest cost the extent they are regarded as adjust to interest cost the extent they are regarded as adjust to interest cost the extent they are regarded as adjust to interest cost

� Interest on Tax???Interest on Tax???Interest on Tax???Interest on Tax???

Lunawat & Co.

Page 49: Crtitical issues in Company Law  for Private Companies

OTHER EXPENSESOTHER EXPENSESOTHER EXPENSESOTHER EXPENSES� All other expenses will be grouped here. Following to be All other expenses will be grouped here. Following to be All other expenses will be grouped here. Following to be All other expenses will be grouped here. Following to be

disclosed separately:disclosed separately:disclosed separately:disclosed separately:

� Consumption of stores and spares Consumption of stores and spares Consumption of stores and spares Consumption of stores and spares

� Power and fuelPower and fuelPower and fuelPower and fuel

� RentRentRentRent

� Repairs to buildingsRepairs to buildingsRepairs to buildingsRepairs to buildings

� Repairs to machineryRepairs to machineryRepairs to machineryRepairs to machinery

� InsuranceInsuranceInsuranceInsurance

� Rates and taxes, excluding taxes on incomeRates and taxes, excluding taxes on incomeRates and taxes, excluding taxes on incomeRates and taxes, excluding taxes on income

� Miscellaneous expensesMiscellaneous expensesMiscellaneous expensesMiscellaneous expenses

� Any expenditure which exceeds 1% of revenue from Any expenditure which exceeds 1% of revenue from Any expenditure which exceeds 1% of revenue from Any expenditure which exceeds 1% of revenue from

operations or Rs.1 L whichever is higher operations or Rs.1 L whichever is higher operations or Rs.1 L whichever is higher operations or Rs.1 L whichever is higher ---- separateseparateseparateseparate

Lunawat & Co.

Page 50: Crtitical issues in Company Law  for Private Companies

Lunawat & Co.

Page 51: Crtitical issues in Company Law  for Private Companies

NOTES TO ACCOUNTSNOTES TO ACCOUNTSNOTES TO ACCOUNTSNOTES TO ACCOUNTS� Contingent Liabilities Contingent Liabilities Contingent Liabilities Contingent Liabilities / Commitments / Commitments / Commitments / Commitments (to the (to the (to the (to the extent not provided for)extent not provided for)extent not provided for)extent not provided for)

� Broad Broad Broad Broad Heads Heads Heads Heads –––– RM , Income, PurchasesRM , Income, PurchasesRM , Income, PurchasesRM , Income, Purchases

� Value of imports made during the year on CIF Value of imports made during the year on CIF Value of imports made during the year on CIF Value of imports made during the year on CIF

basisbasisbasisbasis::::----

�Raw MaterialsRaw MaterialsRaw MaterialsRaw Materials

�Components (intermediaries & components) & Components (intermediaries & components) & Components (intermediaries & components) & Components (intermediaries & components) &

Spare Parts (for capital equipment)Spare Parts (for capital equipment)Spare Parts (for capital equipment)Spare Parts (for capital equipment)

�Capital GoodsCapital GoodsCapital GoodsCapital Goods

Lunawat & Co.

Page 52: Crtitical issues in Company Law  for Private Companies

NOTES TO ACCOUNTSNOTES TO ACCOUNTSNOTES TO ACCOUNTSNOTES TO ACCOUNTS

� Exp. in foreign currency (accrual basis) on:Exp. in foreign currency (accrual basis) on:Exp. in foreign currency (accrual basis) on:Exp. in foreign currency (accrual basis) on:

�RoyaltyRoyaltyRoyaltyRoyalty

� KnowKnowKnowKnow----howhowhowhow

� Professional & consultation feeProfessional & consultation feeProfessional & consultation feeProfessional & consultation fee

� InterestInterestInterestInterest

�OthersOthersOthersOthers

� Dividend if Dividend if Dividend if Dividend if paid in paid in paid in paid in FC (cash Basis):FC (cash Basis):FC (cash Basis):FC (cash Basis):

� Total amount remitted during the year in Total amount remitted during the year in Total amount remitted during the year in Total amount remitted during the year in FCFCFCFC

� Total Total Total Total no. no. no. no. of nonof nonof nonof non----resident shareholdersresident shareholdersresident shareholdersresident shareholders

�NNNNo. o. o. o. of shares held by them on which dividend of shares held by them on which dividend of shares held by them on which dividend of shares held by them on which dividend duedueduedue

� Year to which dividend relatesYear to which dividend relatesYear to which dividend relatesYear to which dividend relates

Lunawat & Co.

Page 53: Crtitical issues in Company Law  for Private Companies

NOTES TO ACCOUNTSNOTES TO ACCOUNTSNOTES TO ACCOUNTSNOTES TO ACCOUNTS

�Foreign Exchange Earnings (Accrual Foreign Exchange Earnings (Accrual Foreign Exchange Earnings (Accrual Foreign Exchange Earnings (Accrual

basis):basis):basis):basis):

�Export of goods (calculated on F.O.B. basis)Export of goods (calculated on F.O.B. basis)Export of goods (calculated on F.O.B. basis)Export of goods (calculated on F.O.B. basis)

�Royalty, know how, professional and Royalty, know how, professional and Royalty, know how, professional and Royalty, know how, professional and

consultation feesconsultation feesconsultation feesconsultation fees

� Interest and dividendsInterest and dividendsInterest and dividendsInterest and dividends

�Other income (indicating the nature thereof)Other income (indicating the nature thereof)Other income (indicating the nature thereof)Other income (indicating the nature thereof)

Lunawat & Co.

Page 54: Crtitical issues in Company Law  for Private Companies

OTHER DISCLOSURES OTHER DISCLOSURES OTHER DISCLOSURES OTHER DISCLOSURES IN NOTESIN NOTESIN NOTESIN NOTES� To disclose in FS full particulars of:To disclose in FS full particulars of:To disclose in FS full particulars of:To disclose in FS full particulars of:

� Loan given;Loan given;Loan given;Loan given;

� Investment made;Investment made;Investment made;Investment made;

�Guarantee given; or Guarantee given; or Guarantee given; or Guarantee given; or

� Security Provided.Security Provided.Security Provided.Security Provided.

� Purpose for which loan or guarantee or security is Purpose for which loan or guarantee or security is Purpose for which loan or guarantee or security is Purpose for which loan or guarantee or security is

proposed to be proposed to be proposed to be proposed to be utilisedutilisedutilisedutilised by recipient of loan or by recipient of loan or by recipient of loan or by recipient of loan or

guarantee or security [186(4)]guarantee or security [186(4)]guarantee or security [186(4)]guarantee or security [186(4)]

� Contribution during Contribution during Contribution during Contribution during yryryryr to National to National to National to National DefenceDefenceDefenceDefence FundFundFundFund

� AAAAmount contributed to Political Party and name mount contributed to Political Party and name mount contributed to Political Party and name mount contributed to Political Party and name

of party of party of party of party [182(3)][182(3)][182(3)][182(3)]

Lunawat & Co.

Page 55: Crtitical issues in Company Law  for Private Companies

OTHER DISCLOSURES OTHER DISCLOSURES OTHER DISCLOSURES OTHER DISCLOSURES IN NOTESIN NOTESIN NOTESIN NOTES� Public Companies:Public Companies:Public Companies:Public Companies:

�Money received from directorMoney received from directorMoney received from directorMoney received from director

� Private companiesPrivate companiesPrivate companiesPrivate companies

�Money received from directorMoney received from directorMoney received from directorMoney received from director

�Money received from Money received from Money received from Money received from relative of directorrelative of directorrelative of directorrelative of director

Lunawat & Co.

Page 56: Crtitical issues in Company Law  for Private Companies

Entities that are to Entities that are to Entities that are to Entities that are to follow ASfollow ASfollow ASfollow AS

Corporate Corporate Corporate Corporate

Companies Companies Companies Companies (Accounting (Accounting (Accounting (Accounting Standards) Standards) Standards) Standards) Rules, 2006Rules, 2006Rules, 2006Rules, 2006

IndIndIndInd ASASASAS ICDSICDSICDSICDS

NonNonNonNon----CorporateCorporateCorporateCorporate

AS issued AS issued AS issued AS issued by ICAIby ICAIby ICAIby ICAI

ICDSICDSICDSICDS

Lunawat & Co.Lunawat & Co.Lunawat & Co.Lunawat & Co.

ACCOUNTING STANDARDSACCOUNTING STANDARDSACCOUNTING STANDARDSACCOUNTING STANDARDS

Page 57: Crtitical issues in Company Law  for Private Companies

AS DISCLOSURES IN NOTESAS DISCLOSURES IN NOTESAS DISCLOSURES IN NOTESAS DISCLOSURES IN NOTES�SMC / NonSMC / NonSMC / NonSMC / Non---- SMCSMCSMCSMC

�AS 1AS 1AS 1AS 1

�FS to be prepared FS to be prepared FS to be prepared FS to be prepared in compliance of in compliance of in compliance of in compliance of

ASASASAS

�FS has to be AS compliant:FS has to be AS compliant:FS has to be AS compliant:FS has to be AS compliant:

�FS to disclose deviation from ASFS to disclose deviation from ASFS to disclose deviation from ASFS to disclose deviation from AS

�Reason for deviationReason for deviationReason for deviationReason for deviation

�Financial effect arising of deviationFinancial effect arising of deviationFinancial effect arising of deviationFinancial effect arising of deviation

Lunawat & Co.

Page 58: Crtitical issues in Company Law  for Private Companies

AS APPLICABILITYAS APPLICABILITYAS APPLICABILITYAS APPLICABILITYAS

No.

Short Title Corporate Non- Corporate Entities

Non-SMC SMC Level I Level II Level III

1 Accounting Policies Y Y Y Y Y

2 Inventories Y Y Y Y Y

3 Cash Flow Y N (C) Y N N

4 Events after Balance Sheet date Y Y Y Y Y

5 Prior Period Items & Policies Y Y Y Y Y

6 Depreciation Y Y Y Y Y

7 Construction Y Y Y Y Y

9 Revenue Y Y Y Y Y

10 Fixed Assets Y Y Y Y Y

11 Foreign Exchange Y Y Y Y Y

12 Government Grants Y Y Y Y Y

13 Investments Y Y Y Y Y

14 Amalgamations Y Y Y Y Y

15 Employee Benefits Y Partly Y Partly Partly

Lunawat & Co.Lunawat & Co.Lunawat & Co.Lunawat & Co.

Page 59: Crtitical issues in Company Law  for Private Companies

AS APPLICABILITYAS APPLICABILITYAS APPLICABILITYAS APPLICABILITY16 Borrowing Cost Y Y Y Y Y

17 Segment Y N Y N N

18 Related Party Y Y Y Y N

19 Leases Y Partly Y Partly Partly

20 Earning Per Share Y Partly Y Partly Partly

21 Consolidation Y (listed) N (C) Y (listed) N N

22 Deferred Taxes Y Y Y Y Y

23 Consolidated Statements Y (listed) N (C) Y (listed) N N

24 Discontinuing Operation Y Y Y Y N

25 Interim Reporting Y (listed) N** Y (listed) N** N**

26 Intangible Assets Y Y Y Y Y

27 Interest in Joint Ventures Y (listed) N (C) Y (listed) N N

28 Impairment Y Partly Y Partly Partly

29 Contingency Y Partly Y Partly Partly

Lunawat & Co.Lunawat & Co.Lunawat & Co.Lunawat & Co.

Page 60: Crtitical issues in Company Law  for Private Companies

AUDITAUDITAUDITAUDITLunawat & Co.

Page 61: Crtitical issues in Company Law  for Private Companies

Lunawat & Co.

AUDIT PROCEDUREAUDIT PROCEDUREAUDIT PROCEDUREAUDIT PROCEDURE

AppointmentAppointmentAppointmentAppointment EngagementEngagementEngagementEngagementUnderstanding Understanding Understanding Understanding

the Clientthe Clientthe Clientthe Client

PlanningPlanningPlanningPlanning

• MaterialityMaterialityMaterialityMateriality

• Risk AssessmentRisk AssessmentRisk AssessmentRisk Assessment

ExecutionExecutionExecutionExecution•Audit ProgramAudit ProgramAudit ProgramAudit Program

•ChecklistsChecklistsChecklistsChecklists

•SAsSAsSAsSAs

RepresentationsRepresentationsRepresentationsRepresentations

•MRMRMRMR

•CertificatesCertificatesCertificatesCertificates

ReportingReportingReportingReportingBillings / Billings / Billings / Billings / CollectionsCollectionsCollectionsCollections

Page 62: Crtitical issues in Company Law  for Private Companies

AUDITING STANDARDSAUDITING STANDARDSAUDITING STANDARDSAUDITING STANDARDS

� Auditor to comply with auditing standardsAuditor to comply with auditing standardsAuditor to comply with auditing standardsAuditor to comply with auditing standards

� NFRA to notify auditing standards. Till NFRA NFRA to notify auditing standards. Till NFRA NFRA to notify auditing standards. Till NFRA NFRA to notify auditing standards. Till NFRA

does does does does –––– as by ICAIas by ICAIas by ICAIas by ICAI

� Total 38 SAsTotal 38 SAsTotal 38 SAsTotal 38 SAs

Lunawat & Co.

SA. No.SA. No.SA. No.SA. No. SubSubSubSub----divisiondivisiondivisiondivision No.No.No.No.

100100100100----199199199199 Introductory Matters Introductory Matters Introductory Matters Introductory Matters 0000

200200200200----299299299299 General Principles & Responsibilities General Principles & Responsibilities General Principles & Responsibilities General Principles & Responsibilities 9999

300300300300----499499499499 Risk Assessment and Response to Assessed Risks Risk Assessment and Response to Assessed Risks Risk Assessment and Response to Assessed Risks Risk Assessment and Response to Assessed Risks 6666

500500500500----599599599599 Audit EvidenceAudit EvidenceAudit EvidenceAudit Evidence 11111111

600600600600----699699699699 Using Work of Others Using Work of Others Using Work of Others Using Work of Others 3333

700700700700----799799799799 Audit Conclusions and Reporting Audit Conclusions and Reporting Audit Conclusions and Reporting Audit Conclusions and Reporting 6666

800800800800----899899899899 Specialized Areas Specialized Areas Specialized Areas Specialized Areas 3333

Page 63: Crtitical issues in Company Law  for Private Companies

Lunawat & Co.

Audit ReportsAudit ReportsAudit ReportsAudit Reports

Companies Companies Companies Companies ActActActAct

CAROCAROCAROCARONonNonNonNon----CAROCAROCAROCARO

Other ActsOther ActsOther ActsOther Acts

Tax Tax Tax Tax AuditAuditAuditAudit

Form Form Form Form 3CA3CA3CA3CA

Form Form Form Form 3CB3CB3CB3CB

LLPLLPLLPLLP SocietySocietySocietySociety

Page 64: Crtitical issues in Company Law  for Private Companies

COMPNY’SCOMPNY’SCOMPNY’SCOMPNY’S AUDIT REPORTAUDIT REPORTAUDIT REPORTAUDIT REPORT� Inquiry u/s 143(1) Inquiry u/s 143(1) Inquiry u/s 143(1) Inquiry u/s 143(1) –––– 6 points 6 points 6 points 6 points

�To be reported when comments To be reported when comments To be reported when comments To be reported when comments

requiredrequiredrequiredrequired

�Report to also include:Report to also include:Report to also include:Report to also include:

�Matters specified u/s 143(3) Matters specified u/s 143(3) Matters specified u/s 143(3) Matters specified u/s 143(3) ---- 9 points9 points9 points9 points

�Matters specified in Rules Matters specified in Rules Matters specified in Rules Matters specified in Rules ---- 3 points3 points3 points3 points

�Any Any Any Any order made order made order made order made u/s 143(3) for u/s 143(3) for u/s 143(3) for u/s 143(3) for

specified Companies in consultation specified Companies in consultation specified Companies in consultation specified Companies in consultation

with NFRA with NFRA with NFRA with NFRA –––– CARO 2016 CARO 2016 CARO 2016 CARO 2016 –––– 16 points16 points16 points16 points

Lunawat & Co.

Page 65: Crtitical issues in Company Law  for Private Companies

Lunawat & Co.

THE ONLY WAYTHE ONLY WAYTHE ONLY WAYTHE ONLY WAY

Page 66: Crtitical issues in Company Law  for Private Companies

Lunawat & Co.

Page 67: Crtitical issues in Company Law  for Private Companies

CA. Pramod JainCA. Pramod JainCA. Pramod JainCA. Pramod [email protected]@[email protected]@lunawat.com

+91 9811073867+91 9811073867+91 9811073867+91 9811073867

© 2017 CA. Pramod Jain, Lunawat & Co


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