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� Associate ; Control vs. subsidiary Associate ; Control vs. subsidiary Associate ; Control vs. subsidiary Associate ; Control vs. subsidiary
� National Financial Reporting Authority National Financial Reporting Authority National Financial Reporting Authority National Financial Reporting Authority
� Importance of Financial Statements (including Legal Importance of Financial Statements (including Legal Importance of Financial Statements (including Legal Importance of Financial Statements (including Legal
Lunawat & Co.
� Importance of Financial Statements (including Legal Importance of Financial Statements (including Legal Importance of Financial Statements (including Legal Importance of Financial Statements (including Legal
� Preparation of consolidated financial statementsPreparation of consolidated financial statementsPreparation of consolidated financial statementsPreparation of consolidated financial statements
� Rights of members to copies of audited financial Rights of members to copies of audited financial Rights of members to copies of audited financial Rights of members to copies of audited financial
statementsstatementsstatementsstatements
� ReReReRe----opening/revision of accountsopening/revision of accountsopening/revision of accountsopening/revision of accounts
� Depreciation ; Declaration and payment of dividend Depreciation ; Declaration and payment of dividend Depreciation ; Declaration and payment of dividend Depreciation ; Declaration and payment of dividend
REGISTERED VALUERS (S. 247)REGISTERED VALUERS (S. 247)REGISTERED VALUERS (S. 247)REGISTERED VALUERS (S. 247)
ROLE OF REGISTERED ROLE OF REGISTERED ROLE OF REGISTERED ROLE OF REGISTERED VALUERSVALUERSVALUERSVALUERSLunawat & Co.
•For further issue of sharesFor further issue of sharesFor further issue of sharesFor further issue of shares62(1)(c)62(1)(c)62(1)(c)62(1)(c)
•Restriction on Non Cash transactions Restriction on Non Cash transactions Restriction on Non Cash transactions Restriction on Non Cash transactions involving directors involving directors involving directors involving directors
•Purchase of Minority ShareholdingPurchase of Minority ShareholdingPurchase of Minority ShareholdingPurchase of Minority Shareholding236(2)236(2)236(2)236(2)
•Report by Company LiquidatorReport by Company LiquidatorReport by Company LiquidatorReport by Company Liquidator281(1)281(1)281(1)281(1)
•Declaration of Solvency Declaration of Solvency Declaration of Solvency Declaration of Solvency –––– voluntary voluntary voluntary voluntary winding up winding up winding up winding up
305(2)(d)305(2)(d)305(2)(d)305(2)(d)
KEY TERMSKEY TERMSKEY TERMSKEY TERMS•Associate CoAssociate CoAssociate CoAssociate Co
•Includes JVIncludes JVIncludes JVIncludes JV
•Significant influence Significant influence Significant influence Significant influence –––– 20% of total capital or 20% of total capital or 20% of total capital or 20% of total capital or business decisions in an agreementbusiness decisions in an agreementbusiness decisions in an agreementbusiness decisions in an agreement
• B/S, P&L, Cash Flow, statement of B/S, P&L, Cash Flow, statement of B/S, P&L, Cash Flow, statement of B/S, P&L, Cash Flow, statement of changes in equity, any explanatory changes in equity, any explanatory changes in equity, any explanatory changes in equity, any explanatory note to before itemsnote to before itemsnote to before itemsnote to before items
2(40)2(40)2(40)2(40)
• Financial YearFinancial YearFinancial YearFinancial Year
• 31/3, if incorporated after 1/1 31/3, if incorporated after 1/1 31/3, if incorporated after 1/1 31/3, if incorporated after 1/1 ––––31/3 of next yr. 31/3 of next yr. 31/3 of next yr. 31/3 of next yr. –––– align in 2 Yrsalign in 2 Yrsalign in 2 Yrsalign in 2 Yrs
� Includes notes on B/s, PL, Cash FlowIncludes notes on B/s, PL, Cash FlowIncludes notes on B/s, PL, Cash FlowIncludes notes on B/s, PL, Cash Flow
� Shall give true and fair view.Shall give true and fair view.Shall give true and fair view.Shall give true and fair view.
� Shall comply with Accounting StandardsShall comply with Accounting StandardsShall comply with Accounting StandardsShall comply with Accounting Standards
� Shall be in form of Schedule III.Shall be in form of Schedule III.Shall be in form of Schedule III.Shall be in form of Schedule III.
Lunawat & Co.
� Shall be in form of Schedule III.Shall be in form of Schedule III.Shall be in form of Schedule III.Shall be in form of Schedule III.
�Cash Flow for all except OPC, SC, DC. Cash Flow for all except OPC, SC, DC. Cash Flow for all except OPC, SC, DC. Cash Flow for all except OPC, SC, DC.
�One or more subsidiaries One or more subsidiaries One or more subsidiaries One or more subsidiaries –––– CFSCFSCFSCFS
�Subsidiary shall include associate co. & Subsidiary shall include associate co. & Subsidiary shall include associate co. & Subsidiary shall include associate co. &
�To be laid before AGMTo be laid before AGMTo be laid before AGMTo be laid before AGM
FINANCIAL STATEMENTSFINANCIAL STATEMENTSFINANCIAL STATEMENTSFINANCIAL STATEMENTS� Has to be AS compliant:Has to be AS compliant:Has to be AS compliant: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 deviation Financial effect arising of deviation Financial effect arising of deviation Financial effect arising of deviation
� WTD inWTD inWTD inWTD in----charge of financecharge of financecharge of financecharge of finance
� CFOCFOCFOCFO
� Any other person charged by Board Any other person charged by Board Any other person charged by Board Any other person charged by Board
� If no one If no one If no one If no one –––– all directors all directors all directors all directors
� Imprisonment upto I yr or F Imprisonment upto I yr or F Imprisonment upto I yr or F Imprisonment upto I yr or F –––– 50 k to 500 k or both50 k to 500 k or both50 k to 500 k or both50 k to 500 k or both
� FS & CF to be approved before signed by BOD by:FS & CF to be approved before signed by BOD by:FS & CF to be approved before signed by BOD by:FS & CF to be approved before signed by BOD by:
� Chairperson or two directors out of which 1MDChairperson or two directors out of which 1MDChairperson or two directors out of which 1MDChairperson or two directors out of which 1MD
� CEO if he is directorCEO if he is directorCEO if he is directorCEO if he is director
� CFOCFOCFOCFO
� CS CS CS CS
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FS & DR LAYING IN FS & DR LAYING IN FS & DR LAYING IN FS & DR LAYING IN AGMAGMAGMAGM
� CS CS CS CS
� Every FS to be issued, circulated, published with:Every FS to be issued, circulated, published with:Every FS to be issued, circulated, published with:Every FS to be issued, circulated, published with:
� NonNonNonNon---- compliance compliance compliance compliance –––– CoCoCoCo---- 25K to 2500K; OID 25K to 2500K; OID 25K to 2500K; OID 25K to 2500K; OID ––––
Imp. upto 3 yrs or fine Imp. upto 3 yrs or fine Imp. upto 3 yrs or fine Imp. upto 3 yrs or fine –––– 50K to 500k or both50K to 500k or both50K to 500k or both50K to 500k or both
�All members have right to copy of FS & All members have right to copy of FS & All members have right to copy of FS & All members have right to copy of FS &
CFS laid before AGMCFS laid before AGMCFS laid before AGMCFS laid before AGM
�Circulation of FS /CFS Circulation of FS /CFS Circulation of FS /CFS Circulation of FS /CFS
� all listed co. and public co. which have all listed co. and public co. which have all listed co. and public co. which have all listed co. and public co. which have
Lunawat & Co.
CIRCULATION / FILING OF FSCIRCULATION / FILING OF FSCIRCULATION / FILING OF FSCIRCULATION / FILING OF FS
� all listed co. and public co. which have all listed co. and public co. which have all listed co. and public co. which have all listed co. and public co. which have
net worth > 1Cr and turnover > 10 Cr: net worth > 1Cr and turnover > 10 Cr: net worth > 1Cr and turnover > 10 Cr: net worth > 1Cr and turnover > 10 Cr:
�by electronic mode who positively consented by electronic mode who positively consented by electronic mode who positively consented by electronic mode who positively consented
in writing; in writing; in writing; in writing;
�by despatch of physical copies by any other by despatch of physical copies by any other by despatch of physical copies by any other by despatch of physical copies by any other
recognised mode of delivery in all other recognised mode of delivery in all other recognised mode of delivery in all other recognised mode of delivery in all other
cases cases cases cases
�Unlisted co to place FS of subs. on website, Unlisted co to place FS of subs. on website, Unlisted co to place FS of subs. on website, Unlisted co to place FS of subs. on website,
if any if any if any if any
�NonNonNonNon----compliance compliance compliance compliance –––– PPPP---- CoCoCoCo---- 25K; OID 25K; OID 25K; OID 25K; OID –––– 5K5K5K5K
�FS to be filed with ROC within 30 days of FS to be filed with ROC within 30 days of FS to be filed with ROC within 30 days of FS to be filed with ROC within 30 days of
Lunawat & Co.
CIRCULATION / FILING OF FSCIRCULATION / FILING OF FSCIRCULATION / FILING OF FSCIRCULATION / FILING OF FS
�FS to be filed with ROC within 30 days of FS to be filed with ROC within 30 days of FS to be filed with ROC within 30 days of FS to be filed with ROC within 30 days of
AGMAGMAGMAGM
�After 300 days After 300 days After 300 days After 300 days –––– Co Co Co Co ––––P P P P ---- 1k p. d > 10 L; MD, 1k p. d > 10 L; MD, 1k p. d > 10 L; MD, 1k p. d > 10 L; MD,
etc in charge by Boardetc in charge by Boardetc in charge by Boardetc in charge by Board---- if no one if no one if no one if no one –––– all all all all
directors directors directors directors –––– Imp. Imp. Imp. Imp. uptouptouptoupto 6mnths or Fine 6mnths or Fine 6mnths or Fine 6mnths or Fine –––– 1 L 1 L 1 L 1 L
to 5L or bothto 5L or bothto 5L or bothto 5L or both
REOPENING OR REREOPENING OR REREOPENING OR REREOPENING OR RE----CASTINGCASTINGCASTINGCASTING
� Reopening of Accounts on Court‘s or Tribunal‘s Reopening of Accounts on Court‘s or Tribunal‘s Reopening of Accounts on Court‘s or Tribunal‘s Reopening of Accounts on Court‘s or Tribunal‘s
Order (130) Order (130) Order (130) Order (130) –––– only on application by CG / IT / only on application by CG / IT / only on application by CG / IT / only on application by CG / IT /
SEBI / other statutory bodySEBI / other statutory bodySEBI / other statutory bodySEBI / other statutory body
� On order to effect:On order to effect:On order to effect:On order to effect:
� No dividend other than from free reservesNo dividend other than from free reservesNo dividend other than from free reservesNo dividend other than from free reserves
� In case of loss during current year up to the In case of loss during current year up to the In case of loss during current year up to the In case of loss during current year up to the
end of the quarter immediately preceding the end of the quarter immediately preceding the end of the quarter immediately preceding the end of the quarter immediately preceding the
date of declaration of interim dividend . It shall date of declaration of interim dividend . It shall date of declaration of interim dividend . It shall date of declaration of interim dividend . It shall
not be declared at a rate higher than the not be declared at a rate higher than the not be declared at a rate higher than the not be declared at a rate higher than the
Lunawat & Co.
not be declared at a rate higher than the not be declared at a rate higher than the not be declared at a rate higher than the not be declared at a rate higher than the
average dividends declared by the co. during average dividends declared by the co. during average dividends declared by the co. during average dividends declared by the co. during
� No Compulsory Transfer of Profits to Reserves.No Compulsory Transfer of Profits to Reserves.No Compulsory Transfer of Profits to Reserves.No Compulsory Transfer of Profits to Reserves.
� CG power to allow dividend without providing CG power to allow dividend without providing CG power to allow dividend without providing CG power to allow dividend without providing
depreciation dispensed withdepreciation dispensed withdepreciation dispensed withdepreciation dispensed with
� make recommendations to CG on AS & SAmake recommendations to CG on AS & SAmake recommendations to CG on AS & SAmake recommendations to CG on AS & SA
� monitor and enforce their compliancemonitor and enforce their compliancemonitor and enforce their compliancemonitor and enforce their compliance
� oversee quality of service of the CAs with ensuring oversee quality of service of the CAs with ensuring oversee quality of service of the CAs with ensuring oversee quality of service of the CAs with ensuring
compliance with such standards, compliance with such standards, compliance with such standards, compliance with such standards,
Lunawat & Co.
compliance with such standards, compliance with such standards, compliance with such standards, compliance with such standards,
� such other functions as may be prescribed.such other functions as may be prescribed.such other functions as may be prescribed.such other functions as may be prescribed.
� No other body to continue proceedings No other body to continue proceedings No other body to continue proceedings No other body to continue proceedings
� If misconduct proved:If misconduct proved:If misconduct proved:If misconduct proved:
� Rs. 1 L, to 5 times of fees received Rs. 1 L, to 5 times of fees received Rs. 1 L, to 5 times of fees received Rs. 1 L, to 5 times of fees received ----individuals; individuals; individuals; individuals;
� Rs. 10L to 10 times of the fees received Rs. 10L to 10 times of the fees received Rs. 10L to 10 times of the fees received Rs. 10L to 10 times of the fees received ----firms;firms;firms;firms;
� debarring the member or firm for 6mnths debarring the member or firm for 6mnths debarring the member or firm for 6mnths debarring the member or firm for 6mnths –––– 10 Yrs10 Yrs10 Yrs10 Yrs
� Member Member Member Member –––– AccountingAccountingAccountingAccounting
� Member Member Member Member –––– AuditingAuditingAuditingAuditing
� Member Member Member Member –––– EnforcementEnforcementEnforcementEnforcement
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� Representative of MCARepresentative of MCARepresentative of MCARepresentative of MCA
� Representative of RBI Representative of RBI Representative of RBI Representative of RBI
� Representative of SEBIRepresentative of SEBIRepresentative of SEBIRepresentative of SEBI
� Retired Chief Justice of High Court Retired Chief Justice of High Court Retired Chief Justice of High Court Retired Chief Justice of High Court ----by CG by CG by CG by CG
� President of ICAI (exPresident of ICAI (exPresident of ICAI (exPresident of ICAI (ex----offico)offico)offico)offico)
NFRA NFRA NFRA NFRA ---- RULESRULESRULESRULES� Conduct quality review of audit of Conduct quality review of audit of Conduct quality review of audit of Conduct quality review of audit of ----
� Unlisted co. net worth >Rs.500 cr or paid up capital Unlisted co. net worth >Rs.500 cr or paid up capital Unlisted co. net worth >Rs.500 cr or paid up capital Unlisted co. net worth >Rs.500 cr or paid up capital
>Rs.500 crores or annual turnover >Rs.1,000 crores >Rs.500 crores or annual turnover >Rs.1,000 crores >Rs.500 crores or annual turnover >Rs.1,000 crores >Rs.500 crores or annual turnover >Rs.1,000 crores
� Companies having securities listed outside India Companies having securities listed outside India Companies having securities listed outside India Companies having securities listed outside India
Lunawat & Co.
� Companies having securities listed outside India Companies having securities listed outside India Companies having securities listed outside India Companies having securities listed outside India
� Audit firms who do:Audit firms who do:Audit firms who do:Audit firms who do:
� audit of 200 companies or more in a year; audit of 200 companies or more in a year; audit of 200 companies or more in a year; audit of 200 companies or more in a year;
� audit of 20 or more listed companies; audit of 20 or more listed companies; audit of 20 or more listed companies; audit of 20 or more listed companies;
� Of company having net worth .....; or Of company having net worth .....; or Of company having net worth .....; or Of company having net worth .....; or
� Company having securities listed outside Company having securities listed outside Company having securities listed outside Company having securities listed outside
� Suo motoSuo motoSuo motoSuo moto
DEPRECIATION DEPRECIATION DEPRECIATION DEPRECIATION SCHSCHSCHSCH ---- IIIIIIII� No rate for Intangible assets No rate for Intangible assets No rate for Intangible assets No rate for Intangible assets –––– as per ASas per ASas per ASas per AS
� The useful live of an asset is period over which The useful live of an asset is period over which The useful live of an asset is period over which The useful live of an asset is period over which
an asset is expected to be available for use or an asset is expected to be available for use or an asset is expected to be available for use or an asset is expected to be available for use or
the no of production unit expected to be the no of production unit expected to be the no of production unit expected to be the no of production unit expected to be
obtained.obtained.obtained.obtained.
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obtained.obtained.obtained.obtained.
� 3 classes:3 classes:3 classes:3 classes:
� Prescribed and follow AS Prescribed and follow AS Prescribed and follow AS Prescribed and follow AS –––– Sch. II or differentSch. II or differentSch. II or differentSch. II or different
� Class of Co or asset, where useful lives prescribed Class of Co or asset, where useful lives prescribed Class of Co or asset, where useful lives prescribed Class of Co or asset, where useful lives prescribed
by regulator constituted by parliament or CG by regulator constituted by parliament or CG by regulator constituted by parliament or CG by regulator constituted by parliament or CG
� Others Others Others Others –––– useful life / residual value not longer than useful life / residual value not longer than useful life / residual value not longer than useful life / residual value not longer than
sch IIsch IIsch IIsch II
DEPRECIATION DEPRECIATION DEPRECIATION DEPRECIATION SCHSCHSCHSCH ---- IIIIIIII� No separate rates for shifts. Double shift No separate rates for shifts. Double shift No separate rates for shifts. Double shift No separate rates for shifts. Double shift ––––
increase by 50%, triple shift increase by 50%, triple shift increase by 50%, triple shift increase by 50%, triple shift –––– 100%100%100%100%
� 100% on assets below 5K 100% on assets below 5K 100% on assets below 5K 100% on assets below 5K –––– not requirednot requirednot requirednot required
� Useful lives changed Useful lives changed Useful lives changed Useful lives changed –––– Eg: Building from 58Yrs Eg: Building from 58Yrs Eg: Building from 58Yrs Eg: Building from 58Yrs
Lunawat & Co.
� Useful lives changed Useful lives changed Useful lives changed Useful lives changed –––– Eg: Building from 58Yrs Eg: Building from 58Yrs Eg: Building from 58Yrs Eg: Building from 58Yrs
to 30 Yrs: General FFto 30 Yrs: General FFto 30 Yrs: General FFto 30 Yrs: General FF–––– 15 to 1015 to 1015 to 1015 to 10
� On commencement On commencement On commencement On commencement –––– asset would be asset would be asset would be asset would be
depreciated over remaining useful lifedepreciated over remaining useful lifedepreciated over remaining useful lifedepreciated over remaining useful life
� Where remaining useful live Where remaining useful live Where remaining useful live Where remaining useful live ---- nil nil nil nil ––––trf to Surplustrf to Surplustrf to Surplustrf to Surplus
� Component Accounting mandatory where Component Accounting mandatory where Component Accounting mandatory where Component Accounting mandatory where
relevant & materialrelevant & materialrelevant & materialrelevant & material