companies act -2013 analysis of provisions relating to directors & auditors raju...

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Companies Act -2013 Companies Act -2013 Analysis of Provisions relating to Analysis of Provisions relating to Directors & Auditors Directors & Auditors Raju Ananthanarayanan Raju Ananthanarayanan Partner, SARK & Associates, Company Secretaries Partner, SARK & Associates, Company Secretaries [email protected] [email protected]

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Companies Act -2013Companies Act -2013Analysis of Provisions relating to Analysis of Provisions relating to

Directors & AuditorsDirectors & Auditors

Raju AnanthanarayananRaju AnanthanarayananPartner, SARK & Associates, Company Secretaries Partner, SARK & Associates, Company Secretaries

[email protected]@gmail.com

Overview Overview

Major changes in Companies Act after 57 years.Major changes in Companies Act after 57 years.

The Act contains 29 chapters, 470 clauses and 7 The Act contains 29 chapters, 470 clauses and 7 schedules.schedules.

A substantial part of the law will be in the form of Rules.A substantial part of the law will be in the form of Rules.

The Government of India empowered to notify different The Government of India empowered to notify different provisions of the Act at different points of time.provisions of the Act at different points of time.

Passed by both Houses of ParliamentPassed by both Houses of Parliament

Received assent of President of India on 29Received assent of President of India on 29thth August, August, 20122012

Publish in Official Gazette on 30Publish in Official Gazette on 30thth August, 2013 August, 2013

Rules being posted on MCA website on 9Rules being posted on MCA website on 9thth Sept 2013 Sept 2013

22

Companies Act, 2013Companies Act, 2013

Provisions relating to Board of DirectorsProvisions relating to Board of Directors

33

Appointment of DirectorsAppointment of Directors

Minimum Directors: Minimum Directors:

Public company-3 Private-2 , OPC-1.Public company-3 Private-2 , OPC-1.

Maximum : limit increased to 15 from 12 .Maximum : limit increased to 15 from 12 .

More directors can be added by passing of special More directors can be added by passing of special resolution without getting the approval of Central resolution without getting the approval of Central Government as earlier required.Government as earlier required.

Prescribed class or classes of companies to have atleast Prescribed class or classes of companies to have atleast one woman director.one woman director.

Atleast one director on the board to be a person who has Atleast one director on the board to be a person who has stayed in India for not less than 182 days in the previous stayed in India for not less than 182 days in the previous calendar year.calendar year.

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Independent DirectorsIndependent DirectorsConcept of independent directors has been introduced Concept of independent directors has been introduced for the first time in Company Lawfor the first time in Company Law

The independent director has been clearly defined in the The independent director has been clearly defined in the ActAct

A Code for Independent Directors to be prescribedA Code for Independent Directors to be prescribed

The Schedule to the Act provides the following in respect The Schedule to the Act provides the following in respect of an Independent Directorof an Independent Director– Professional ConductProfessional Conduct– Role & FunctionsRole & Functions– DutiesDuties– Manner of AppointmentManner of Appointment– Removal & Resignation etc Removal & Resignation etc 

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Independent DirectorsIndependent DirectorsIndependent Director to hold office for a term of 5 Independent Director to hold office for a term of 5 consecutive years on the Board of a company but is consecutive years on the Board of a company but is eligible for re-appointment on passing of a special eligible for re-appointment on passing of a special resolution by the company and disclosure of such resolution by the company and disclosure of such appointment in the Director’s Report.appointment in the Director’s Report.

No independent Director to hold office for more than 2 No independent Director to hold office for more than 2 consecutive terms of 5 years each in one companyconsecutive terms of 5 years each in one company

But is eligible for appointment after the expiry of 3 years of But is eligible for appointment after the expiry of 3 years of ceasing to be a independent Directorceasing to be a independent Director

Independent Director to be held responsible for such acts Independent Director to be held responsible for such acts of omission and commission of a company which had of omission and commission of a company which had occurred with his knowledge, consent or where he had not occurred with his knowledge, consent or where he had not acted diligentlyacted diligently

66

Independent DirectorsIndependent Directors

All listed companies shall have at least one-third of the All listed companies shall have at least one-third of the Board as independent directorsBoard as independent directors

Existing companies to be provided a transition period of Existing companies to be provided a transition period of one year from the date of commencement of the Act to one year from the date of commencement of the Act to comply.comply.

The Central Government to prescribe the number of The Central Government to prescribe the number of Independent Directors for certain class or classes of Independent Directors for certain class or classes of Public Company. Public Company. 

The duties of Independent Directors also specifiedThe duties of Independent Directors also specified

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Independent DirectorsIndependent DirectorsNominee director nominated by any financial institution, Nominee director nominated by any financial institution, or in pursuance of any agreement, or appointed by any or in pursuance of any agreement, or appointed by any government to represent its shareholding shall not be government to represent its shareholding shall not be deemed to be an independent director.deemed to be an independent director.

The Act provides provision for limiting the liability of The Act provides provision for limiting the liability of Independent Director and Non Executive Director not Independent Director and Non Executive Director not being promoter or key Managerial Personnel.being promoter or key Managerial Personnel.

Independent Directors not entitled to any stock option. Independent Directors not entitled to any stock option. They may receive remuneration by way of fees and profit They may receive remuneration by way of fees and profit related commission as approved by the members.related commission as approved by the members.

Only an independent director can be appointed as Only an independent director can be appointed as alternate director to an independent directoralternate director to an independent director

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Appointment of DirectorsAppointment of Directors

Independent Directors to hold atleast one meeting in a Independent Directors to hold atleast one meeting in a year, led by the lead independent director of the year, led by the lead independent director of the company, without the attendance of Non-Independent company, without the attendance of Non-Independent Directors and the members of managementDirectors and the members of management

A person cannot become Director in more than 20 A person cannot become Director in more than 20 Companies instead of 15 as provided under the Companies instead of 15 as provided under the Companies Act, 1956 and out of this 20, he cannot be Companies Act, 1956 and out of this 20, he cannot be the Director of more than 10 public Companies. the Director of more than 10 public Companies.

The limit of 20 companies includes private Companies The limit of 20 companies includes private Companies whereas under the Companies Act 1956 , there is no whereas under the Companies Act 1956 , there is no limit on the number of private companies in which a limit on the number of private companies in which a person can become a Director.person can become a Director.

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Appointment of DirectorsAppointment of Directors

Persons acting as directors to be allowed a Persons acting as directors to be allowed a transition period of one year from the transition period of one year from the commencement of the Act to comply with the commencement of the Act to comply with the provisions on maximum number of directorships. provisions on maximum number of directorships. Each company where the person intends to Each company where the person intends to continue as a director as well as the Registrar continue as a director as well as the Registrar needs to be informed of the choice.needs to be informed of the choice.

Certain new disqualifications for the directors Certain new disqualifications for the directors given in the Act.given in the Act.

1010

Retirement of DirectorsRetirement of Directors

For the purpose of the calculation of the For the purpose of the calculation of the directors retiring by rotation, the independent directors retiring by rotation, the independent directors shall be out of the ambitdirectors shall be out of the ambit

If a person other than retiring director stands for If a person other than retiring director stands for directorship but fails to get appointed, he or the directorship but fails to get appointed, he or the member intending to propose him as a director, member intending to propose him as a director, as the case may be, shall be refunded the sum as the case may be, shall be refunded the sum deposited by him, if he gets more than twenty deposited by him, if he gets more than twenty five per cent of total valid votesfive per cent of total valid votes

1111

Resignation of DirectorResignation of Director

A director may resign from his office by giving A director may resign from his office by giving notice in writing. notice in writing.

The director shall also forward a copy of The director shall also forward a copy of resignation along with detailed reasons for the resignation along with detailed reasons for the resignation to the Registrar.resignation to the Registrar.

The notice shall become effective from the date The notice shall become effective from the date on which the notice is received by the company on which the notice is received by the company or the date, if any, specified by the director in the or the date, if any, specified by the director in the notice, whichever is later. notice, whichever is later.

1212

Resignation of DirectorsResignation of Directors

If all the directors of a company resign from their If all the directors of a company resign from their office or vacate their office, the promoter or in office or vacate their office, the promoter or in his absence the Central Government shall his absence the Central Government shall appoint the required number of directors to hold appoint the required number of directors to hold office till the directors are appointed by the office till the directors are appointed by the company in General Meeting.company in General Meeting.

Duties of Directors have been defined in the Act. Duties of Directors have been defined in the Act. This was not provided in the Companies Act, This was not provided in the Companies Act, 19561956

1313

Board MeetingsBoard Meetings

A director can participate in a board meeting through A director can participate in a board meeting through video conferencing or other audio visual mode as may video conferencing or other audio visual mode as may be prescribed.be prescribed.

The Central Government may however, by notification, The Central Government may however, by notification, specify such matters which shall not be dealt with in the specify such matters which shall not be dealt with in the meeting through video-conferencing and such other meeting through video-conferencing and such other electronic means as may be prescribedelectronic means as may be prescribed

A notice of not less than 7 days in writing is required to A notice of not less than 7 days in writing is required to call a board meeting. The notice of meeting to be given call a board meeting. The notice of meeting to be given to all directors, whether he is in India or outside India by to all directors, whether he is in India or outside India by hand delivery post or electronic means.hand delivery post or electronic means.

1414

Board MeetingsBoard Meetings

A Board Meeting may be called at shorter notice A Board Meeting may be called at shorter notice subject to the condition that atleast one subject to the condition that atleast one independent director, if any, shall be present at independent director, if any, shall be present at the meetingthe meeting

At least four meetings to be held every year, and At least four meetings to be held every year, and not more than 120 days to elapse between two not more than 120 days to elapse between two consecutive meetings. consecutive meetings.

No requirement to hold the meeting every No requirement to hold the meeting every quarter as provided under the Companies Act, quarter as provided under the Companies Act, 19561956

1515

Board CommitteesBoard Committees

Every listed company and such other company as may Every listed company and such other company as may be prescribed to have an audit committee.be prescribed to have an audit committee.

Audit committees to have a minimum of three directors, Audit committees to have a minimum of three directors, with majority being independent directors and majority of with majority being independent directors and majority of members of committee should have the ability to read members of committee should have the ability to read and understand the financial statements.and understand the financial statements.

A vigilance mechanism in the prescribed manner to be A vigilance mechanism in the prescribed manner to be established by every listed company.established by every listed company.

Every listed company shall constitute a nomination and Every listed company shall constitute a nomination and remuneration committee consisting of three or more non-remuneration committee consisting of three or more non-executive directors, of which not less than one half shall executive directors, of which not less than one half shall be independent directors.be independent directors.

1616

Board’s PowersBoard’s Powers

Every company with more than 1,000 shareholders, Every company with more than 1,000 shareholders, debenture-holders, deposit-holders and any other debenture-holders, deposit-holders and any other security holders at any time during a financial year shall security holders at any time during a financial year shall constitute a Stakeholders Relationship Committee constitute a Stakeholders Relationship Committee consisting of a chairperson who is a non-executive consisting of a chairperson who is a non-executive director and such other members as may be decided by director and such other members as may be decided by the board.the board.

The Bill provides certain new matters that are required to The Bill provides certain new matters that are required to be transacted by the board of directors at their meeting be transacted by the board of directors at their meeting only. only. 

1717

Board’s PowersBoard’s Powers

Certain powers which earlier can be exercised by the Board Certain powers which earlier can be exercised by the Board with the approval of general meeting by way of ordinary with the approval of general meeting by way of ordinary resolution under section 293 of the Companies Act 1956,, resolution under section 293 of the Companies Act 1956,, shall now to be passed by special resolution.shall now to be passed by special resolution.

The limits for political contribution by a company changed. The limits for political contribution by a company changed. Now instead of 5% that was allowed under the Companies Now instead of 5% that was allowed under the Companies Act, 1956, contribution cannot exceed 7.5% of the average Act, 1956, contribution cannot exceed 7.5% of the average net profits of the company during the three immediately net profits of the company during the three immediately preceding financial years.preceding financial years.

In a private company, an interested director cannot vote or In a private company, an interested director cannot vote or take part in the discussion relating to any matter in which he take part in the discussion relating to any matter in which he is interested, whereas under the Companies Act, 1956, he is interested, whereas under the Companies Act, 1956, he can.can.

1818

Board’s PowersBoard’s PowersThe Companies Act, 1956 requirement of The Companies Act, 1956 requirement of seeking permission of the central government seeking permission of the central government for giving loan to director has been dispensed for giving loan to director has been dispensed with.with.

The provisions related to inter-corporate loans The provisions related to inter-corporate loans and investments (section 372A of Companies and investments (section 372A of Companies Act, 1956) has been extended to include loans Act, 1956) has been extended to include loans and investments to any person. and investments to any person. 

1919

Board’s PowersBoard’s Powers

A company, unless otherwise prescribed, cannot make A company, unless otherwise prescribed, cannot make investment through more than two layers of investment investment through more than two layers of investment companies subject to certain exemptions. companies subject to certain exemptions. 

Apart from the existing transactions, certain new related Apart from the existing transactions, certain new related party transactions are also provided for which approval party transactions are also provided for which approval of board will be required.of board will be required.

No approval of the central government required for No approval of the central government required for entering into any related party transactions. Under the entering into any related party transactions. Under the Companies Act, 1956 approval is required under section Companies Act, 1956 approval is required under section 297.297.

2020

Board’s PowersBoard’s Powers

A company shall not enter into any arrangement A company shall not enter into any arrangement by which a director of the company or of its by which a director of the company or of its holding company or any person connected with holding company or any person connected with him can acquire assets for the consideration him can acquire assets for the consideration other than cash from the company & vice versa other than cash from the company & vice versa without the approval of company in general without the approval of company in general meeting. meeting. 

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Board’s PowersBoard’s Powers

No approval of the central government required for No approval of the central government required for appointment of any director or any other person to appointment of any director or any other person to any office or place of profit in the company or its any office or place of profit in the company or its subsidiary. subsidiary.

The Bill prohibits forward dealings in securities of The Bill prohibits forward dealings in securities of company by any director or key managerial company by any director or key managerial personnel. Under the Companies Act, 1956 there is personnel. Under the Companies Act, 1956 there is no such provision.no such provision.

The Bill prohibits insider trading in the company. The Bill prohibits insider trading in the company. Under the Companies Act, 1956 there is no such Under the Companies Act, 1956 there is no such provision.provision.

2222

Appointment of Managerial PersonsAppointment of Managerial Persons

Every company belonging to such class or Every company belonging to such class or description of companies as may be prescribed, to description of companies as may be prescribed, to have managing director, or chief executive officer have managing director, or chief executive officer or manager and in their absence, a whole-time or manager and in their absence, a whole-time director, company secretary and chief financial director, company secretary and chief financial officer.officer.

The Schedule to the Act provides the conditions The Schedule to the Act provides the conditions under which a company can pay remuneration to under which a company can pay remuneration to its managerial personnel in excess of the limits its managerial personnel in excess of the limits prescribed therein, without the government prescribed therein, without the government approvalapproval

2323

Appointment of Managerial PersonsAppointment of Managerial Persons

Provisions relating to the appointment of managing Provisions relating to the appointment of managing director/whole time director/manger to apply to a private director/whole time director/manger to apply to a private company.company.

The appointment of managing director/whole time The appointment of managing director/whole time director /manager to be approved by general meeting by director /manager to be approved by general meeting by special resolution and if the appointment is not in special resolution and if the appointment is not in accordance with schedule V (Schedule XIII in the accordance with schedule V (Schedule XIII in the Companies Act, 1956), then the approval of central Companies Act, 1956), then the approval of central government is also required.government is also required.

The Bill provides for provision related to secretarial audit The Bill provides for provision related to secretarial audit in certain prescribed class or classes of companies.in certain prescribed class or classes of companies.

2424

Appointment of Managerial PersonsAppointment of Managerial Persons

Where a company is required to re-state its financial Where a company is required to re-state its financial statements due to fraud or non-compliance with any statements due to fraud or non-compliance with any requirement under this Act and the rules made there requirement under this Act and the rules made there under, the company shall recover from any past or under, the company shall recover from any past or present managing director or whole-time director or present managing director or whole-time director or manager who, during the period for which the financial manager who, during the period for which the financial statements are required to be re-stated, the statements are required to be re-stated, the remuneration received (including stock option) arisen remuneration received (including stock option) arisen due to such statement or non-compliance in excess of due to such statement or non-compliance in excess of what would have been paid to the managing director, what would have been paid to the managing director, whole-time director or manager under such re-stated whole-time director or manager under such re-stated financial statements.financial statements.

2525

Managerial RemunerationManagerial RemunerationProvisions relating to limits on remuneration Provisions relating to limits on remuneration provided in the existing Act being included in the provided in the existing Act being included in the Act. Maximum limit of 11% (of net profits) being Act. Maximum limit of 11% (of net profits) being retained.retained.

For companies with no profits or inadequate For companies with no profits or inadequate profits remuneration shall be payable in profits remuneration shall be payable in accordance with new Schedule of Remuneration accordance with new Schedule of Remuneration (Schedule V) (Schedule V)

In case a company is not able to comply with In case a company is not able to comply with Schedule V, approval of Central Government Schedule V, approval of Central Government would be necessary.would be necessary.

2626

Other Provisions Affecting Other Provisions Affecting DirectorsDirectors

Board’s Report (Director’s Report) made more Board’s Report (Director’s Report) made more detailed and comprehensivedetailed and comprehensive

Every contract or arrangement entered into with Every contract or arrangement entered into with a related party shall be referred to in the Board's a related party shall be referred to in the Board's Report along with the justification for entering Report along with the justification for entering into such contract or arrangementinto such contract or arrangement

Provision for class action suits where the Provision for class action suits where the management and affairs of the company are management and affairs of the company are conducted in a manner that is prejudicial to the conducted in a manner that is prejudicial to the interests of the companyinterests of the company

2727

Other Provisions Affecting Other Provisions Affecting DirectorsDirectors

Corporate Social Responsibility (CSR)Corporate Social Responsibility (CSR)Every company having net worth of Rs 500 crore or more, Every company having net worth of Rs 500 crore or more, or turnover of Rs1000 crore or more or a net profit of Rs 5 or turnover of Rs1000 crore or more or a net profit of Rs 5 crore or more during any financial year shall constitute a crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least consisting of three or more directors, out of which at least one director shall be an independent directorone director shall be an independent director

The Board of every company shall ensure that the company The Board of every company shall ensure that the company spends in every financial year atleast 2% of the average net spends in every financial year atleast 2% of the average net profits of the company made during the three immediately profits of the company made during the three immediately preceding financial years in pursuance of its CSR policy.preceding financial years in pursuance of its CSR policy.

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Other Provisions Affecting Other Provisions Affecting DirectorsDirectors

Where the company fails to spend such amount, Where the company fails to spend such amount, the Board shall in its report specify the reasons the Board shall in its report specify the reasons for not spending the amount. The approach is to for not spending the amount. The approach is to 'comply or explain'.'comply or explain'.

The company shall give preference to local The company shall give preference to local areas where it operates, for spending amount areas where it operates, for spending amount earmarked for CSR activities.earmarked for CSR activities.

2929

Companies Act, 2013Companies Act, 2013

Provisions relating to Accounts, Audit and Provisions relating to Accounts, Audit and AuditorsAuditors

3030

Accounts, Audit and AuditorsAccounts, Audit and AuditorsA company shall appoint an individual or a firm as an A company shall appoint an individual or a firm as an auditor at annual general meeting who shall hold office auditor at annual general meeting who shall hold office till the conclusion of sixth annual general meeting.till the conclusion of sixth annual general meeting.

However, the company shall place the matter relating to However, the company shall place the matter relating to such appointment for ratification by members at every such appointment for ratification by members at every annual general meeting.annual general meeting.

Mandatory rotation of auditors for listed companies after Mandatory rotation of auditors for listed companies after 5 years in case of auditor who is a individual CA and 5 years in case of auditor who is a individual CA and after 10 years in case of an auditor which is a CA firmafter 10 years in case of an auditor which is a CA firm

Transitional period of 3 years to comply with above Transitional period of 3 years to comply with above provisionsprovisions

LLP may be appointed as AuditorsLLP may be appointed as Auditors

3131

Audit and AuditorsAudit and AuditorsA company can resolve for the annual rotation of A company can resolve for the annual rotation of auditing partners and his team within the audit firm auditing partners and his team within the audit firm appointed by it.appointed by it.

The limit in respect of maximum number of companies in The limit in respect of maximum number of companies in which a person may be appointed as auditor has been which a person may be appointed as auditor has been proposed as twenty companiesproposed as twenty companies

The Auditor of the Company shall not provide directly or The Auditor of the Company shall not provide directly or indirectly certain specified services to the company, its indirectly certain specified services to the company, its holding and subsidiary company.holding and subsidiary company.

Prescribed class of companies shall be required to Prescribed class of companies shall be required to appoint an internal auditor to conduct internal audit of the appoint an internal auditor to conduct internal audit of the functions and activities of the company.functions and activities of the company.

3232

Audit and AuditorsAudit and Auditors

An auditor contravening the provisions related to his An auditor contravening the provisions related to his appointment (including powers & duties, services that he appointment (including powers & duties, services that he cannot render and signing and reading of Auditor's cannot render and signing and reading of Auditor's Report at the general meeting), then in addition to Report at the general meeting), then in addition to punishment provided in the Act, has to refund the punishment provided in the Act, has to refund the remuneration received from the company and also be remuneration received from the company and also be liable to pay damages to the company or to any person liable to pay damages to the company or to any person for the loss arising out of misleading or incorrect for the loss arising out of misleading or incorrect information.information.

3333

Audit and AuditorsAudit and Auditors

A partner or partners of the audit firm and the firm also to A partner or partners of the audit firm and the firm also to be jointly and severally responsible for the liability, be jointly and severally responsible for the liability, whether civil or criminal as provided in the Bill or in any whether civil or criminal as provided in the Bill or in any other law for the time being in force.other law for the time being in force.

If proved that the partner or partners of the audit firm If proved that the partner or partners of the audit firm has or have acted in a fraudulent manner or abetted or has or have acted in a fraudulent manner or abetted or colluded in any fraud by, or in relation to, the company or colluded in any fraud by, or in relation to, the company or its directors or officers, then such partner or partners of its directors or officers, then such partner or partners of the firm shall also be punishable in the manner provided the firm shall also be punishable in the manner provided in clause 447.in clause 447.

3434

Accounts, Audit and AuditorsAccounts, Audit and Auditors

The Central Government may by notification constitute a The Central Government may by notification constitute a National Financial Reporting Authority (NFRA) to provide National Financial Reporting Authority (NFRA) to provide for matters related to accounting and auditing standards.for matters related to accounting and auditing standards.

In case of misconduct by an auditor or firm, NFRA has In case of misconduct by an auditor or firm, NFRA has powers to debar the member or the firm from engaging powers to debar the member or the firm from engaging himself or itself from practice as member of the institute himself or itself from practice as member of the institute for a minimum period of six months or for such higher for a minimum period of six months or for such higher period not exceeding ten years as may be decided by period not exceeding ten years as may be decided by NFRANFRA

Auditors also made liable in class action suitsAuditors also made liable in class action suits

3535

Accounts, Audit and AuditorsAccounts, Audit and Auditors

Auditors, during the course of performance of its Auditors, during the course of performance of its duties, are required to immediately report to the duties, are required to immediately report to the Central Government, any offence involving fraud Central Government, any offence involving fraud that is being or has been committed against the that is being or has been committed against the company by its officers or employees..company by its officers or employees..

The duties, which have been cast on an Auditor The duties, which have been cast on an Auditor under clause 143, shall apply to both Cost under clause 143, shall apply to both Cost Accountants for Cost Audit and Company Accountants for Cost Audit and Company Secretary in Practice for Secretarial Audit.Secretary in Practice for Secretarial Audit.

3636

Accounts, Audit and AuditorsAccounts, Audit and AuditorsUniform financial year (April-March) for all companies. Uniform financial year (April-March) for all companies. The Act does not state whether a financial year can be The Act does not state whether a financial year can be extendedextended

The Balance Sheet, the Profit & Loss Account and the The Balance Sheet, the Profit & Loss Account and the cash flow statement have been collectively defined as cash flow statement have been collectively defined as the financial statements. the financial statements. 

The books of accounts may be kept in electronic form.The books of accounts may be kept in electronic form.

The Act provides for provisions relating to re-opening or The Act provides for provisions relating to re-opening or re-casting of the books of accounts of a Company re-casting of the books of accounts of a Company pursuant to order of Court or Tribunal.pursuant to order of Court or Tribunal.

Private Companies will not be allowed to file their Private Companies will not be allowed to file their Balance Sheet & Profit and Loss account separately. Balance Sheet & Profit and Loss account separately. 

3737

Accounts, Audit and AuditorsAccounts, Audit and Auditors

Along with the financial statements, consolidated Along with the financial statements, consolidated financial statements of all subsidiaries and the company financial statements of all subsidiaries and the company are to be prepared and laid before the annual general are to be prepared and laid before the annual general meeting. Subsidiary for the purpose of this requirement meeting. Subsidiary for the purpose of this requirement shall include associate company and joint venture. shall include associate company and joint venture. 

The requirement of attaching the Balance Sheet, the The requirement of attaching the Balance Sheet, the Profit & Loss account, the Directors’ Report, the Profit & Loss account, the Directors’ Report, the Auditors’ Report, a statement of the holding company’s Auditors’ Report, a statement of the holding company’s interest in the subsidiary and other reports as required interest in the subsidiary and other reports as required by section 212 of the Companies Act, 1956 has been by section 212 of the Companies Act, 1956 has been dispensed with.dispensed with.

3838

Companies Act -2013Companies Act -2013Analysis of Provisions relating to Analysis of Provisions relating to

Directors & AuditorsDirectors & Auditors

Raju AnanthanarayananRaju Ananthanarayanan

Partner, SARK & Associates, Company SecretariesPartner, SARK & Associates, Company Secretaries [email protected]@gmail.com