The document outlines the key features and provisions of the Companies Act 2013, including definitions, requirements for financial statements, and corporate social responsibility (CSR) compliance. It details applicable sections, filing requirements, consequences of non-compliance, and the transition to consolidated financial statements for certain companies. Additionally, it discusses the format of financial statements and the auditing process under the new legislation.

1. Companies Act 2013
Presented by
Soy Joseph, ACS, ACIS (UK), BL, Senior Partner
Companies Act 2013
AOC 4
Presented by
Sony George Mathew, ACS, BL, Partner

2. Key Areas
2
KEYAREAS Applicable Sections & Rules
Definitions
Consolidated Financial Statement
Corporate Social Responsibility
Approval & Signing of FS
Auditors Report
Forms & Attachments
Filing Due Date
Non Compliance
AOC 4 – Practical Aspects

3. Section / rules / applicability
3
Particulars
Applicable
Sections
2(40) – Definition of Financial Statement
2(41) – Definition of financial year.
128 – Books of Accounts etc., to be kept by the company.
129 – Financial Statement
133 – Central Government to prescribe Accounting Standards
134 – Financial Statement, Board’s report, etc.,
135 – Corporate Social Responsibility
136 – Right of members to copies of financial statements.
137 – Copy of financial statement to filed with the Registrar

4. Section / rules / applicability
4
Particulars
Applicable
Sections
179 – Powers of the Board.
403 – Fee for filing. Etc.,
- Compounding of offence – u/s 92 (5), Not yet enforced
Section 621A of the Companies Act, 1956.
- Punishment for fraud
448 - Punishment for false statement.
455 (1) & (2) - Inactive and Dormant Company
Applicable
Rules
Companies (Accounts ) Rules, 2014
CARO 2015

5. April to March
Incorporated On
or Before 31st
December
Incorporated On
or after 1st
January
31st March of Current Year 31st March of following Year
Transition
Period - 2 years
Financial Year – Sec 2(41)
Adopt different Financial Year on Application to the Tribunal [CLB for the time being].
Applicable to company having holding or subsidiary company outside India and requires to
prepare consolidation financial statements outside India.
Major Changes as per New Act:
Uniform FY 12 Months, No Extension – 15 months by board & 18 months by RoC.
5

6. Books of Accounts
6
Books of accounts include Cost Records
Accessible in India and usable for subsequent reference
Branch records must be kept unaltered and in a manner as received from branches
Books of Accounts can be maintained in Electronic mode also
A proper system for storage, retrieval, display or printout of electronic records
Back up must be kept in servers physically located in India on a periodic basis
Electronic Mode

7. Financial Statement
7
Financial
Statement
Explanatory Notes
Statement of Changes in Equity
Cash Flow Statement
Profit & Loss Account
Balance Sheet
Note:
Cash Flow Statement not applicable for One Person Company, Dormant company and Small Company

8. Format of Financial Statement
8
Format of Financial Statement
FY before 01.04.2014
Revised Schedule VI of CA’1956
CARO 2003
FY from/after 01.04.2014
Schedule III of the Companies
Act, 2013
New CARO 2015
Financial Statements – As per Section 129 & Schedule III
 Format prescribed in Schedule III of the Act.
 Need to comply with Accounting Standards compulsorily
 CARO 2015 will be applicable for Financial statements under CA’ 2013

9. CompaniesAct1956
Clause 32 of the
Listing Agreement
mandates Listed
Companies to prepare
CFS
Neither AS 21 nor
Companies Act 1956
requires other
company to prepare
CFS
CompaniesAct2013
Mandatory for all
Companies to prepare
CFS in respect of the
following entities:
Subsidiary Company
Associate
Joint Venture
Company
CFS will have to be
done in addition to
SFS
CFS should be
prepared in same form
and manner as
Standalone Financial
Statement (SFS) of
holding company.
To be audited and laid
before AGM
Impact
All companies
including private
companies need to
prepare CFS.
CFS should comply
with notified AS
Exemption
F.Y. 01.04.2014 –
31.03.2015, Company
having no subsidiary/
subsidiaries – CFS not
applicable for
Associate or Joint
ventures.
From FY 01.04.2014 –
CFS of foreign
Subsidiary is not
mandatory .
Consolidated Financial Statement – Sec 129 (3)
9

10. Net worth ≥ 500 crores Turnover ≥ 1,000 crores Net Profit ≥ 5 crores
CSR Committee
Consists of
3 or more
director out of
which
One director
independent
director
1. Formulate
and
recommend
CSR Policy
2. Recommend
amount of
expenditure
to be incurred
on activities
3. Monitor CSR
Policy
Company need to
spend minimum
2% of its average
net profits made
during the 3
immediately
financial years
Composition
Functions
Contribution
10
CSR – Sec 135

11. 11
FS including CFS
Approved by the
Board (Sec 179)
Signed by
Chair person
when authorised
by Board
OR
Two Directors,
out of which one
shall be MD and
CEO, when he is
a director
CFO
Company
Secretary
In case of OPC , only by one director, to submit to the auditor, his report thereon.
Board to approve financial statement and Board’s report at the
meeting of the Board of Directors
Approval & Signing of FS

12. 12
BR including
Annexure
Signed by
Chair person when
authorised by Board
OR
At least two Directors, out
of which one shall be MD
or by the Director, where
there is a director
Signing of Board’s report

13. 13
Report of Auditors
New Format by ICAI in compliance with Companies Act, 2013
Companies (Audit Report) Order, 2015 (CARO)
Auditors’ report
Applicability of CARO
Applicable to all companies except
 Banking/Insurance
 OPC, Section 8 and Small Companies
 Private Limited companies having
 With paid up capital & reserves < Rs. 50 Lakhs and
 Loans outstanding < Rs. 25 Lakhs from Banks & Financial Institutions and
 Turnover < Rs. 5 Crores at any point during the financial year

14. 14
Circulation of Financial Statements
 Circulation to Members and other person entitled to receive.
 21 days before meeting or as provided in Articles.
 Circulate all documents which are to be laid at AGM, include
 Signed Financial Statement, included consolidated FS,
 Auditors Report
 Board Report with Annexures
 Other Doc as required by law
Circulation of Financial Statements

15. 15
Form 23AC &
23ACA
Form AOC 4 Form AOC 4 (CFS) Form AOC 4 (XBRL)
FY before 01.04.2014 FY on or after
01.04.2014
FY on or after
01.04.2014
FY on or after
01.04.2014
All companies
(including XBRL)
Companies other
than XBRL & CFS
Companies with CFS Companies with XBRL
 All Listed cos and subsidiaries
 In case of other companies
 Paid up share capital - 5Crs or above or
 Turnover Rs 100 crores or above
 Cos. which have hitherto filed in XBRL
Company shall file the
financial statements of its
subsidiary or subsidiaries
which have been
incorporated outside India /
which have not established
their place of business in
India with the ROC
Forms & Attachments

16. 16
 Financial statements duly authenticated as per section 134.
 Auditors’ report
 Board’s report
 Form AOC-1
 Company CSR policy as per sub-section (4) of section 135
 Form AOC-2 - features and justification for entering into contracts/ arrangements u/s 188
 Secretarial Audit Report
 Statement of the fact and reasons for not adopting balance sheet in the annual general meeting
 Statement of the fact and reasons for not holding the AGM
 Approval letter of extension of financial year or AGM.
 Details of other entity(s).
Attachments to AOC 4

17. 17
FS including CFS
Adopted at the AGM
Within 30 days from
the date of AGM or
within time prescribed
u/s 403
Unadopted at the AGM
or Adjourned AGM
Within 30 days of
AGM
Registrar shall record the
same as Provisional until
the filing adopted FS at the
Adjourned Meeting
Adopted at the
Adjourned AGM
Within 30 days of the
adjourned AGM or within
time prescribed u/s 403
Due date for filing with ROC where AGM held

18. 18
Consequence of Non Compliance
Liability on
The
Company
Fine
>Rs.50,000<
Rs. 25 Lakhs
Company may
be wound up by
the Tribunal if
FS has not been
filed for 5
Consecutive
previous years
Officer in
Default
Imprisonment
which may
extend to 3
years
Fine
>Rs.50,000
<Rs. 5
Lakhs
Both
Consequences of Non – Compliance u/s 134

19. 19
Liability on
The Company
Fine –
Rs.1000 for
every day till
default but
not more than
Rs.10 Lakhs
Company may
be wound up by
the Tribunal if
FS has not
been filed for
five
Consecutive
previous years
MD & CFO, if any or Directors
in charge, or all the directors
Imprisonmen
t which may
extend to 6
Months,
or
Fine
>Rs.1,00,000
<Rs. 5 Lakhs
Both
Consequences of Non – Compliance u/s 137

20. Disqualification u/s 164 (2) (a):
Every person who is or has been director of that company shall not be eligible for re-
appointment as Director of that company or appointed in any other company for a period
of five years from the date on which the said company fails to do so if the company has
not filed its financial statements for continuous period of three financial years
Section 455(1) explanation:
If the Company has not filed its Financial statements for last two financial years, it
will be termed as “inactive company”
Section 455(4)
If the Company has not filed its Financial statements for two financial years
consecutively, the Registrar shall issue notice to the Company and enter its name in
the Register of Dormant Companies.
20
Consequences of Non – Compliance u/s 137

21. Section 433 of CA’ 1956 [Section 271 under CA’ 2013 – not notified]
A company may be wound up by the Tribunal, -
If the company has made a default in filing with the Registrar, Financial Statements for
any five consecutive financial years.
Compounding of offence – Section 621A
Offence in respect of default in filing annual return is compoundable with the permission
of the Special court, in accordance with the procedure laid down in the Code of Criminal
Procedure, 1973 for compounding of offences.
As section 441 has not yet been notified, section 621A of the Companies Act, 1956 will
continue to be in force and under that section, the offence is compoundable by the
Company Law Board or where the maximum amount of fine which may be imposed for
such offence does not exceed fifty thousand rupees, by the Regional Director.
21
Consequences of Non – Compliance u/s 137

22. Point No. 4
Select an option from following available choices:
 Provisional unadopted financial statements
 Adopted financial statements
 Revised financial statements u/s 130
 Revised financial statements u/s 131
22
Practical Aspects

23. Point No. 8
23
Practical Aspects

24. Point No. 11
24
Practical Aspects

25. V – Cost Records & Profit & Loss Statement
25
Practical Aspects

26. V – Profit & Loss Statement
26
Practical Aspects

27. V – Profit & Loss Statement
27
Practical Aspects

28. V – Profit & Loss Statement
28
Practical Aspects

29. Segment II - IV – details of principal products
29
Practical Aspects

30. Segment III - CSR
30
Practical Aspects

31. Segment IV - RPT
31
Practical Aspects

32. Thank you for your kind attention