FRAMED RULES UNDER CHAPTER IX OF COMPANIES ACT: 2013

companies

Framed rules under Chapter IX of Companies Act: 2013 Manner of books of account in electronic mode to be kept:

The accounts book and maintained other relevant papers and books in electronic mode in India shall remain accessible for subsequent so as to reference.

The accounts book and other papers and  referred relevant books to in sub-rule(1) shall be completely retained in the format in which they are generated originally, received or sent, or in a format which shall be present accurately generated information , received or sent and  contained the information in the electronic records shall be unaltered and remain complete.

The received information from branch offices shall be kept in a manner or shall not be altered where it shall-depict what was received originally from the branches.

The record of the electronic information in the document shall be capable of being displayed in the legible form.

There shall be a proper storage system, display or  print out of electronic records, retrieval as the Audit committee, if any, or the Board may deem appropriate and such records shall not be rendered unusable or shall not be disposed, unless by  permitted law :

Provided that the account books back-up and other books and the company papers maintained in the electronic mode, outside India including at a place, if any, shall be physically kept located in servers in India on a periodic basis.

The company shall intimate on the annual basis of the Registrar at the time of financial statement filing–

a, the name of the provider of the service;

b, the protocol address of the internet of service provider;

c, the location of the provider of service (wherever applicable)

d, where the accounts books and other books and maintained papers on cloud, by the service provider .

Explanation–For this rule purpose, the expression “Electronic mode” includes “electronic form” as defined in clause (r) of subsection (1) of section 2 of Act of Information Technology, 2000 (21 of 2000) and also includes an electronic record as defined in clause(t) of section (2) of sub-section(1) of the Information technology Act, 2000(21 of 2000) and “books of account” shall have the meaning assigned to it under the Act.

Regarding conditions maintenance and inspection of specified financial information via directors.

The summarized returns of the accounts book kept  company   maintained India shall be sent at quarterly to the intervals of the registered office , that shall be kept and at the company registered office maintenance and for information to directors kept open for inspection.

Where maintained outside the country any other financial information is needed by a director, the director shall furnish to the request of the company setting out the full details of the financial information sought , the period for which such information sought.

The company shall produce such information that are financial to the director within the fifteen days of the receipt of date of the written request.

The required financial information under sub-rules (2) and (3) shall be sought for himself by the director and not by or his attorney power through holder or representative or agent.

Statement Form containing financial statements salient features of subsidiaries.

The statement containing the financial statement, salient feature of a subsidiary of the company, associate companies or company and joint venture or under the first proviso to sub-section(3) ventures of section 129 shall be in Form AOC-1

Consolidation of Accounts of Manner:

The company financial statements consolidation shall be made in accordance with Schedule III of the Act with the provisions and applicable accounting standards .

Given that in the covered company case under sub-section(3) of section 129 which is not needed to prepare consolidated financial statements under the Accounting standards, if the company complies it shall be sufficient with consolidated financial statements with provided provisions of the Act in the III Schedule.

Transitional provisions in accordance to Accounting standards.

The accounting standards under the Companies Act, 1956(1 of 1956) as specified shall be deemed to the accounting standards until accounting standards are specified under section 133 by the Central Government.

Till the National Financial Reporting Authority under section 132 of the Act, is constituted, the Central Government may specify the accounting standards or thereto any addendum, by the Institute of Chartered Accountant of India as recommended in consultation with and made the recommendations on Accounting standards constituted by the National Advisory Committee on Accounting standards constituted under section 210A of the Companies Act,1956(1 of 1956) .

Matters in the Board’s report to be included.

The report of the Board’s shall be prepared on the financial stand alone company and the report consists of separate section wherein on the performance of report and each of the financial position of the subsidiaries, joint ventures included companies in the financial statements consolidated is presented.

The Board report shall contain the contracts particulars or with the related parties arrangements referred to in sub-section (1) of section 188 in the Form AOC-2.

The Board report contain the details and information following, namely:-

Energy Conversion-

a, Impact on the energy conservation or the taken steps;

b, The company which the steps taken for alternate source of utilization of energy.

c, The investment capital on conservation of energy equipment.

Absorption Technology:-

The efforts made towards the absorption of technology;

the derived benefits like improvement of product, reduction of cost, development of product or import substitution;

in case of improved technology (imported during the three years last reckoned from the financial year beginning–

The imported technology details;

the import year;

Whether the technology has been fully absorbed ;

if not absorbed fully; areas where absorption has not took place and thereof reasons; and

the incurred expenditure on Development and Research.

Foreign exchange Outgo and earnings–

The earned Foreign exchange in terms of actual inflows during the year and outgo foreign exchange during the year in terms of actual outflows.

Every listed company and every other public company have paid up share capital of twenty five crore rupees or calculated more at the preceding end of financial year shall include; in the report by its Directors board, a statement indicating the manner in which the formal annual evaluation has been made its own performance of the Board and that of its committees and directors if individual.

In addition to the details mentioned in sub-rule (4) and to the information, the board report shall also contain–

a, highlights or the financial summary;

b, the change in the business nature, if any;

the directors details or personnel key managerial who were appointed or during the year have resigned.

the companies names which have become or ceased to be its Subsidiaries, joint ventures or companies associate during the year;

the relating deposits details, covered under Chapter V of the Act;

accepted during the year;

unpaid remained or unclaimed as the year end;

whether there has been any default in repayment of deposits or the payment of interest during the year thereon and if so, number of such cases or involved the total amount–

a, At the startup of the year;

b, maximum during the year;

c, the year end;

the deposit details which are not in compliance with the Chapter V of the requirements of the Act

the significant details and material orders by the regulators passed or tribunals or court impacting the going concern status and in the company’s future operation.

the details in accordance of internal financial controls of adequacy with Financial statements reference.

Disclosure about CSR policy.

The contents of Corporate Social Responsibility Policy  contents in the Board’s report and on the website of the company, if any, shall be as per attached annexure attached to the Companies (Corporate Social Responsibility Policy ) Rules, 2014.

Statement containing financial statements salient features.

The statement containing documents features referred to in first proviso to sub-section (1) of section 136 shall be in Form AOC-3

Circulation manner in certain cases of financial statements.

In all listed companies case and such public companies which have a net worth of more than rupees one crore and turnover of more than rupees ten crore, the financial statements may be sent—

a, by electronic mode to such members whose shareholding is in format dematerialized and whose registered email Ids with communication purposes depository;

where shareholding is otherwise held  than by dematerialized format, to such members who have consented positively in writing by electronic mode by receiving; and

by physical copies dispatch through any mode of delivery recognized as mentioned under section 20 of the Act, in all other cases.

Financial statements filing and thereon paid fees.

Every company shall file with registrar the financial statements together with registrar with Form AOC-4.

The companies class as may be notified by the form of the Central Government time to time, shall necessarily file their financial statement in Extensible Business Reporting Language (XBRL) format and the Central Government may specify such filing under such notification of companies of such classes.

Explanation 

For this sub-rule purpose, the term “Extensible Business Reporting Language” means a language standardized to express in electronic form to communication to express, file companies financial information or report under this rule.

The additional fees or the fees referred to in sub-section (1) of section 137 an din the second proviso to the mentioned sub-section(2) of the mentioned section shall be in the companies (Registration fees and offices) Rules, 2014.

To appoint internal auditor required by the companies.

The companies following class shall be needed to appoint an internal firm or auditor of internal auditors, namely:-

Every listed company.

Every unlisted public company having

Paid up fifty crores shared capital or more during the preceded financial year.

Two hundred rupees turn over or more during the  preceding financial year; or

Outstanding loans or borrowings from the banks or financial institutions of the public extends rupees one hundred crore or more at any point of time during the preceding financial year ; or

Outstanding bank borrowings or loans or public financial institutions exceeding rupees one hundred crore or at any point more of time during the following financial year.

Provided that an covered existing company under any of the above criteria shall comply with section 138 requirements and within six months this  commencement rule of such section.

Explanation — For this rule purposes-

a, the internal auditor may or may not appoint the company employee;

b, the term “Chartered Accountant” shall mean a Chartered Accountant whether indulged in practice or not.

2. The company Audit committee or the Board shall, in consultation with the Internal Auditor, scope formulate, periodicity, functioning and methodology for the internal audit for conducting.

                                                                                    FORM AOC-1

                                                                  Part”A” Subsidiaries

(Information in accordance of each subsidiary to be presented with amounts in Rs….)

  1. S1. No.
  2. Subsidiary name.
  3. Reporting period for the concerned subsidiary, if different from the company’s holding reporting period.
  4. Reporting Exchange rate and currency as on the last date of the Financial year relevant of foreign subsidiaries in the case.
  5. Share capital.
  6. Surplus and Reserves.
  7. Total assets
  8. Total liabilities
  9. Investments
  10. Turnover
  11. Profit before taxation
  12. Taxation provision
  13. Taxation after provision.
  14. Dividend proposed.
  15. % of shareholding

The following information shall be furnished at the statement end:

Subsidiaries name which are still to operations commenced.

Subsidiaries name which have been liquidated or during the year sold.

FORM NO. AOC-2. Form for particulars of contracts for disclosure/arrangements entered into by the company referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain length transactions arms under third proviso thereto Contracts details or transactions or arrangements not at arm’s length basis Related party names and relationship nature. Contracts duration/transaction/arrangements The contracts salient terms or transactions or arrangements including the value if any Justification for entering into such arrangements or contracts or transactions The board approval date. The advanced amount, if any: Date on which in general meeting the special resolution was passed as required under first proviso to section 188. Material contracts details or arrangement or at arm’s length basis transactions. The related party names and relationship nature the contracts nature/arrangements/transactions. The contractions duration/transactions/arrangements. Salient terms of the arrangements or the contracts or transactions including the value, if any: Approval date  by the Board, if any: Advance amount paid, if any: Forms by the persons shall be signed who have signed the report of the board’s.

EQUITIES AND LIABILITIES: Funds of Shareholder’s. a, Paid-up share holder. Equity. Preference. Surplus and Reserves Capital reserves(including reserve reevaluation, if any). Revenue reserves. Surplus. Received money against share warrants. Share application pending money allotment. Non-current liabilities. a, Long term borrowings. b, Tax liabilities Deferred (Net). c, Other Long-term liabilities.

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