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* Mr. Vinod Jain, FCA, FCS, FICWA, LL.B., DISA (ICA), Chairman, INMACS and Vinod Kumar & Associates. vinodjain@inmacs.com, vinodjainca@gmail.com, +91 9811040004
The general election to Lok Sabha
is the most important democratic
process in the Indian Constitutional
Framework. Current elections have
attracted a huge turnout of the
voters, clearly indicating to the
political leadership that India need
change and Indian democracy,
economy and expectations of
public and society is under
transformation.
• The political leadership needs to have a clear growth
plan for a positive visionary growth for all sections of
economy and society. The plan for growth is to be
followed by decisive action to implement the growth
plan in a practical manner.
• The bureaucracy needs to be empowered towards
responsive, professional and positive decision making,
without fear or favour. It is important to eradicate mal
practices, corruption, delays in decisions and
unjustified and undue treatment. The officials should
not be subject to harassing review by CVC or CBI for
their decisions.
• Vigilance:A vigil on acquisition of properties,
expenditure, wealth and asset creation by bureaucrats
and politicians beyond the disclosed means is
necessary. An annual statement of affairs disclosing
all material transactions, asset and liabilities by
politicians and bureaucrats including their close
relatives and companies, firms, NGO and entities in
which they are directly or indirectly interested need to
be disclosed in a transparent manner and can be
examined by vigilance department in a professional
manner.
• PSU: It is important to run public sector enterprises in
a professional manner while keeping welfare agenda
in the forefront.
CA Vinod Jain*
• Transparency: It is important to implement transparent
electronic web based process for almost all the
government applications, returns, assessments, refunds
and approvals eradicating arbitrary subjective decisions.
• Respect and fair treatment: International investor,
Indian businessman and common man to be treated
with respect, care and fairness by the tax department
and government who should be responsive in a
professional manner to deliver value services without
any harassment.
• Corporate Laws: The CompaniesAct 2013 has moved
in the right direction of corporate governance. The
rules and procedures for private limited companies and
companies in which public is not substantially
interested need to be substantially minimized on the
basis of paid up capital, size of turnover and public
borrowing.
• Direct Taxes: The government needs to consider
substantial simplification of tax laws, reduction in tax
rates, reduction in litigation by clear policy initiative
and substantial reduction in corruption by ensuring
Nil one to one interaction between tax officials and
the assessee. The surveys, searches and raids need to
be a thing of past. There is a need for positive moves
for voluntary tax compliance. The physical interface
with tax department is to be reduced using technology,
fairness and transparency.
• Indirect Taxes: Multiplicity of indirect taxes to be
eradicated by introducing a Single GST rate. The
collection, assessment, refund, rectification and all
other processes are to be automated by centrally
developed software to be approved by a committee of
States. The centalised tax collection, based on point
of sale can be credited in an agreed ratio automatically
to Central Government & State Government. A
complete value added system to be put in place and
India under Transformation
EDITORIAL
Volume XXV, No. 4, April, 2014
contd...Pg.5
2 THE CHARTERED ACCOUNTANT WORLD – April 2014
LATEST IN FINANCE
LATEST IN FINANCE
1.0 No penalty for bank balance below minimum
limit: RBI to banks
Customers may soon be spared penalties for
non-maintenance of minimum balances in savings
accounts with the Reserve Bank of India (RBI)
asking banks to cut down services on low-balance
accounts and do away with fines. Banks however
say the new regime will lead to higher charges
on services for customer.
2.0 Forex hedging rules eased
The Reserve Bank of India (RBI) relaxed some
of the forex hedging rules for importers &
exporters, to allow greater operational flexibility.
Importers & exporters can cancel up to 75% of
their hedged forex exposures, as against 25%
earlier. In addition, the profit or loss from these
cancellations will be borne by the importer/
exporter instead of passing it on to the customers
as was mandated earlier.
3.0 Policy allowing road developers to defer
premium payment cleared
The government has cleared a long pending bailout
policy for financially-stressed highway developers
which would allow them to defer the premium
that they have committed to pay the government.
4.0 India for setting up global agency to manage
internet
India has called for the establishment of a global
agency to manage the Internet, something along
the lines of the UN’s International
Telecommunications Union, as it pushes for
multi-government role in formulating Internet
governance rules.
The key function of managing the domain name
system (DNS) is in the hands of the National
Telecom & Information Administration, an arm
of the US Department of Commerce.
5.0 Steel, cement companies to pay for captive
coal blocks
Steel, cement and sponge iron companies will now
pay for their captive coal blocks that were given
free earlier. The new coal block auction policy
too allows allotment of the blocks at a cost.
Power and state-run firms including Coal India
will pay a one-time reserve price that is 10% of
the estimated reserves in the block valued at cost
of mining of an equivalent grade in international
markets.
6.0 Aadhar cannot be mandatory: SC
The Supreme Court directed the Central
government not to share Aadhar card details with
any agency without the consent of the card
holder. It also asked the government to
immediately withdraw all orders which had made
the card compulsory for registration of marriage
or property or availing of the subsidy on cooking
gas cylinders or for any other service.
7.0 Norms for prepaid payment instruments
modified
The Reserve Bank of India (RBI) made changes
to guidelines to pre-paid payment instruments.
Some of the changes include increasing the
minimum paid-up capital to `500 lakh from `100
lakh and having a minimum positive net worth of
`100 lakh at all the times.
The RBI also said that the escrow balance for
prepaid instrument issuers must be necessarily
maintained with only one scheduled commercial
bank at any point of time. The migration from
one bank to another, in case of need, should be
completed in the minimum possible time and with
the prior approval of RBI.
8.0 CDR Cell: Pvt Sector Players will have to
share the working capital needs of distressed
companies
Bickering between the private sector and state-
owned lenders has forced the Corporate Debt
Restructuring (CDR) Cell to ask all banks,
including private ones, to extend working capital
funding to companies whose loans are getting
restructured. Private sector lenders participate
in the revival programmes of distressed
companies, but usually decline to lend for their
working capital. This puts a disproportionate
burden on state-owned lenders as they end up
meeting the entire working capital requirement.
9.0 Reserve Bank revises FDI valuation norms
It has been decided to withdraw all the existing
guidelines relating to valuation in case of any
acquisition/sale of shares. Such transactions will
henceforth be based on acceptable market
practices. Operating guidelines will be notified
separately by the RBI.
3A JOURNAL OF ALL INDIA CHARTERED ACCOUNTANTS’ SOCIETY
DIRECT TAXATION / INDIRECT TAXATION
DIRECT TAXATION 6.0 Capital Financing Transactions u/s 92B
The Delhi Bench of ITAT has held that capital
financing transactions covered by clause (i)(c)
of the Explanation to section 92B are international
transactions only if they have any real bearing as
distinct from contingent effect on the profits,
income, losses or assets of the enterprise.
Corporate guarantees issued for the benefit of
Associated Enterprises (AEs) do not cost anything
to the issuing enterprise and yet may provide
certain comfort levels to the parties dealing with
theAEs. These guarantees do not have any impact
on profits, income, losses or assets of the
enterprise. Therefore, corporate guarantees do
not fall within the scope of the term ‘international
transaction’ even after insertion of Explanation
to section 92B by Finance Act, 2012
wref 1-4-2002.
Bharti Airtel Ltd. vs. Additional Commissioner of Income-
tax, Range -2, New Delhi, [2014] 43 taxmann.com 150
7.0 TP Adjustments Taper
Indian tax authorities’ aggression in seeking
transfer pricing adjustments that has trouble
multinationals in India & hurt investor sentiments
seems to be tapered.
1.0 SC Rules in Favour of Black Money Probe by
SIT
The outgoing UPA, which had vigorously resisted
an earlier order to set up a Special Investigation
Team (SIT) headed by a former Supreme Court
judge to probe the black money malaise, suffered
a blow when the court rejected its plea and insisted
that the government make efforts to trace and
recover black money stashed abroad.
2.0 Tax cheer for MNCs: I-T Dept to ink accords
on advance pricing
The Income Tax Department is set to ink the first
set of Advance Pricing Agreements (APAs) with
MNCs. This will send the right signal to MNCs
that they can mitigate transfer pricing adjustment
risks through the APA programme.
3.0 CBDT clarifies key rule related to TDS on
overseas payments
The Central Board of Direct Taxes (CBDT) has
clarified to field officers that the requirement of
deducting tax at source when a person makes
payments to non-residents or foreign companies
should be enforced only on that part of the
remitted amount that accounts for the recipient’s
income chargeable to tax in India.
4.0 Withholding tax on installation charges
Recently, the Pune tribunal has held that
installation/erection and related service charges
formed an integral part of the purchase price of
machinery and the situation would remain
unaffected, whether the charges were embedded
in the cost of purchase price or, were charged
separately. Thus, there was no obligation on the
payer to withhold tax on entire payment.
Based on this, tax payers could consider reviewing
their agreement to evaluate whether installation/
erection and related services form an integral part
of purchase price of machinery and accordingly
determine the applicability of withholding tax on
the payments.
5.0 I-T asks e-filers of tax returns to send ITRV
by Speed Post
If you are filing online your Income Tax return,
the paper copy of the ‘ITRV’ should only be sent
through “Speed Post” to the Central Processing
Centre (CPC) of the department in Bengaluru.
INDIRECT TAXATION
1.0 Taxable services - Commercial Training or
Coaching Services
The High Court of Bombay held that where earlier
judgments of Tribunal were in favour of assessee
and law had to be amended retrospectively,
extended period of limitation was, prima facie,
not invocable.
National Insurance Academy v. Commissioner of Service
Tax, Pune –III, [2014] 43 taxmann.com 235 (Bombay)
4 THE CHARTERED ACCOUNTANT WORLD – April 2014
AUDIT / CAPITAL MARKET
AUDIT
1.0 New accounting standards will bolster foreign fund
inflows
In its new roadmap, the CA institute has recommended
that all listed and unlisted companies having net worth
of over `500 crore be required to prepare their
consolidated financial statements only under IndAS with
effect from the accounting year beginning April 1, 2016.
This would require such companies to prepare previous
year comparatives in Ind AS for the year 2015-16.
The taxman is mostly concerned with standalone
financial statements and implementing Ind AS with
consolidated financial statements will not have tax
implications.
2.0 Applicability of Provisions related to Accounts &
Audit
The Ministry of Corporate Affairs notified that the
financial statements (and documents required to be
attached thereto), auditors report and Board’s report in
respect of financial years that commenced earlier than
1st
April, 2014 shall be governed by the relevant
provisions/ schedules/ rules of the CompaniesAct, 1956
and that in respect of financial years commencing on
or after 1st
April, 2014, the provisions of the new Act
shall apply.
3.0 Clarification on simultaneously undertaking
Concurrent Audit & Quarterly Review
Due to the queries being received from the members, it
has been clarified by The Institute of Chartered
Accountants of India (ICAI) that concurrent audit and
the assignment of quarterly review of the same Bank
cannot be undertaken simultaneously as the concurrent
audit being a kind of internal audit and the quarterly
review being a kind of statutory audit undertaken
simultaneously are prohibited under the provisions of
‘Guidance Note on Independence of Auditors’.
4.0 Registration of Charitable or Religious trust –
Audit Mandatory
The Panaji Bench of ITAT has held that provisions of
section 12A(1)(b) are mandatory and, therefore, even
if a trust is incorporated under a State Act, it is bound
to get its accounts audited in case its total income
without giving effect to provisions of sections 11 and
12 exceeds maximum amount not chargeable to tax.
Vice Chancellor, Vishweshwaraiah Technological University vs. CIT,
Belgaum, [2014] 42 taxmann.com 205
CAPITAL MARKET
1.0 Investment under New Foreign Portfolio
Investment (FPI) Scheme, Govt. and
Corporate debt
• A new ‘Foreign Portfolio Investment’ Scheme
for Foreign Institutional Investors (FIIs) &
Qualified Foreign Investors (QFIs) has been
registered in accordance with SEBI guidelines.
• The scheme commences w.e.f. June 1, 2014.
• Registered Foreign Portfolio Investor (RFPI)
may purchase and sell shares and convertible
debentures
• The individual and aggregate investment limits
for the RFPIs shall be below 10% or 24%
respectively of the total paid-up equity capital
or 10% or 24% respectively of the paid-up
value of each series of convertible debentures
issued by an Indian company. Further, where
there is composite sectoral cap under FDI
policy, these limits for RFPI investment shall
also be within such overall FDI sectoral caps.
• RFPI shall be eligible to open a Special Non-
Resident Rupee (SNRR) account and a foreign
currency account withAuthorised Dealer bank
• RFPI can invest in government securities and
corporate debt, and also trade in exchange
traded derivative contracts
2.0 RBI extends Basel-III deadline
The Reserve Bank of India (RBI) has extended
the deadline for banks to complete implementation
of Basel-III capital norms by a year to March
31, 2019.
3.0 RBI wants trade receivables & credit
exchange for financing MSMEs
The Reserve Bank of India (RBI ) has proposed
setting up of a trade receivables and credit
exchange (TCE) for financing micro, small and
medium enterprises (MSMEs).
In the primary segment, once an MSME delivers
goods as per requirement to a corporate buyer
along with a bill, the buyer on acceptance of the
goods posts the bill on the TCE. These receivables
of the MSME from the buyer become available
to third parties for bidding. The MSME can
access fresh funds through the bidding process.
5A JOURNAL OF ALL INDIA CHARTERED ACCOUNTANTS’ SOCIETY
EDITORIAL/CORPORATE&ECONOMIC LAWS
EDITORIAL
India under...
refund to be processed only in case of exports.
Inter-state sale and intra-state sale need not be
distinguished.
• Capital Market: SEBI has contributed
significantly to professionalization of capital
market. The market manipulation and lack of
corporate governance need to be firmly addressed.
Too many procedural compliance and
unnecessary allegations of market manipulation
or fraud need to be curbed. The prosecution and
penalty powers are to be separated from SEBI
and should be handled by judiciary.
• Banking: Free availability of low cost fund is
the back bone of growth of the economy and
employment and eradication of poverty.
• Balancing:Authority and responsibilities between
judiciary, administrative and legislative wings of
the government is blurred in recent past. The
boundaries need to be elaborated and respected
by each arm of the government.
The aforesaid agenda before the new government,
our society, economy and the nation can be the
backbone for fast, decisive and inclusive growth
of a welfare Indian State.
contd...
CORPORATE & ECONOMIC LAWS
1.0 New Companies Act takes effect
So far, the government has notified 283 of the
470 sections. The first notification, of 99 sections,
was in 2013. The provisions on corporate social
responsibility (CSR) were notified on February
27. In a circular dated 26th
March,2014 the
Ministry of CorporateAffairs (MCA) notified 183
new sections.
2.0 Fee for filings etc. notified
Table of fees for the documents required to be
submitted, filed, registered or recorded or for
any fact or information required or authorized to
be registered under the Companies Act, 2013,
has been prescribed under section 403.
3.0 Corporate Affairs Ministry clears air on
depreciation schedule for firms
The CorporateAffairs Ministry has made changes
in the depreciation schedule under the new
company law to avoid confusion among
stakeholders and introduce consistency in its
recent guidances.
4.0 Foreign order not always enforceable
The Bombay High Court has dismissed the petition
of Marine Geotechnics LLC of Houston, US,
against the Mumbai-based Coastal Marine
Construction & Engineering Ltd. stating that an
ex-parte summary judgement obtained in a foreign
country against an Indian company could not be
termed a ‘debt’ due & payable by it in a winding
up petition under the Companies Act. The Indian
company represented before the Houston court
when the US firm obtained a decree against it. It
was not made order of the court in India. In such
circumstances, it could not be said that the debt
became payable, the high court said.
5.0 Antitrust rules related to combinations
changed
The government has changed procedural rules
related to combinations between enterprises that
would require approval of fair trade regulator
Competition Commission of India. The focus
would be on the substance of proposed
combinations than their structure. Parties to
combination will be required to provide their
audited annual accounts of preceding two
financial years. Also, the fee for filling forms by
enterprises has been increased.
6 THE CHARTERED ACCOUNTANT WORLD – April 2014
COMPANIES ACT, 2013
ACCOUNTS
Financial Statements
Financial statement in relation to a company to
include:
• a balance sheet as at the end of the FY;
• a profit and loss account / an income and
expenditure account for the FY;
• cash flow statement for the FY;
• a statement of changes in equity, if applicable &
• any explanatory note annexed to, or forming part
of, any document referred to above.
Exceptions: For One Person Company (OPC), small
company and dormant company cash flow
statement excluded
Responsibility of CFO to maintain financial
statements
Consolidated financial statements (Section 129)
If a company has a subsidiary / associate / joint
venture, Consolidated Financial Statements
(CFS) to be prepared and laid before an Annual
General Meeting (AGM) in addition to stand-alone
financial statements
A separate format (similar to existing revised
schedule VI of the Act) has been prescribed for
the preparation of CFS in the Act.
It further requires minority interest to be presented
separately within equity on the balance sheet.
The term significant influence has been re-defined
as “control of at least 20 percent of total share
capital or of business decision under an agreement”.
Audited Accounts
Audited Accounts of all subsidiaries are required to
be prepared & provided to shareholders on request
Audited accounts of the listed companies along with
the subsidiaries to be placed on the website
Accounts Signing
Financial Statements to be signed at least by
• Chairperson of the company, if authorized by
Board of Directors; or
• 2 directors including MD (Managing Director),
where there is one &
• CEO (Chief Executive Officer) if he is a Director,
• CFO (Chief Financial Officer) and CS (Company
Secretary), wherever they are appointed
ACCOUNTS & AUDIT In case of OPC balance sheet and statement of
profit and loss to be signed by 1 director only
Financial Year (FY)
FY of a company / body corporate means the
period ending on 31st March every year.
In case a company has been incorporated on or
after the 1st day of January of a year, the period
ending on the 31st day of March of the following
year, will be its first financial year
Extension of FY – no longer permissible
Exception – A company or body corporate, which
is a holding company or a subsidiary of a company
incorporated outside India and is required to follow
a different FY for consolidation of its accounts
outside India, with NCLT approval
Transition period: - 2 years
Revision of financial statements (Section 132)
In case of fraud & when a Court/ Tribunal passes
an order for restatement (Mandatory Revision)
To comply with Accounting Standards with the
approval of the Tribunal (Voluntary Revision)
National Financial Reporting Authority (NFRA)
(Section 132)
This section is yet to be notified.
Estimated useful life of assets (Schedule II)
For a class of companies, to be prescribed, the
2013 Act removes the minimum thresholds and
provides indicative useful lives and residual values
under Part C of Schedule II to the 2013 Act. If
such a company uses a different useful life or
residual value, then it shall disclose the justification
for the same.
No transition period provided for this change and
the change needs to be applied prospectively.
For other companies the useful life of an asset may
not be longer than the indicated/ prescribed useful
life, and the residual value shall not be higher than
that prescribed in Part C, i.e. 5 %.
AUDITANDAUDITORS
Joint audits (Section 139)
Members of the company may require the audit
process to be conducted by more than one auditor.
Appointment of LLP as Auditors (Section 141)
Limited Liability Partnership (LLP) can be
appointed as auditor of a company.
Only the partners who are Chartered Accountants
in a firm (including LLP) shall be authorised to act
and sign on behalf of the firm.
7A JOURNAL OF ALL INDIA CHARTERED ACCOUNTANTS’ SOCIETY
COMPANIES ACT, 2013
contd...
Tenure and re-appointment of auditors
Auditors appointed in an Annual General Meeting
(AGM) shall hold office from the conclusion of
that meeting until the conclusion of the ensuing
sixth AGM (subject to ratification by members at
every AGM).
The Company may remove the auditors before the
expiry of its term by passing a special resolution
and prior approval from Central Government.
The auditors also have the right to resign, but
reasons for resignation to be mandatorily filed.
Mandatory rotation (As per the Rules)
Transition Period- 3 years
Auditor/Audit firm in case of listed companies
(or such class* or classes of companies as may
be prescribed) should mandatorily rotate after
completion of 5/10 years tenure.
An audit firm cannot be re-appointed for more than
two five-year terms. (i.e. 10 years).
* the class of companies mean the following (excluding
OPCs and small companies):-
(a) all unlisted public companies having paid up
share capital of ` 10 crore or more;
(b) all private limited companies having paid up
share capital of ` 20 crore or more;
(c) all companies not included above, but having
public borrowings from financial institutions,
banks or public deposits of ` 50 crores or
more.
Disqualifications (Section 141)
Additional disqualifications under the new Act:
i. a body corporate other than a limited liability
partnership registered under the LLP Act, 2008;
ii. a person who, or his relative or partner—
• is holding any security of or interest (not
exceeding face value of `1,000 or such sum
as may be prescribed ) in the company or its
subsidiary, or of its holding or associate
company or a subsidiary of such holding
company
• is indebted or has given a guarantee or
provided any security in connection with the
indebtedness of any third person to the
company, or its subsidiary, or its holding or
associate company or a subsidiary of such
holding company, in excess of such amount
as may be prescribed
iii.a person or a firm who, whether directly or
indirectly, has business relationship with the
company, or its subsidiary, or its holding or
associate company or subsidiary of such holding
company or associate company of such nature
as may be prescribed
iv.a person whose relative is a director or is in the
employment of the company as a director or key
managerial personnel
Restriction on number of audits
Restricts the no. of audits to 20 companies for an
individual/ partner irrespective of their nature/ size.
Private companies also included in the limit above.
Additional responsibilities of Auditor (Section 143)
Certain new aspects which need to be covered in
an auditors’ report:
• The observations or comments of the auditors
on financial transactions or matters which have
any adverse effect on the functioning of the
company.
• Any qualification, reservation or adverse remark
relating to the maintenance of accounts and other
matters connected therewith.
• Whether the company has adequate internal
financial controls system in place and the
operating effectiveness of such controls.
Auditor to report to Central Govt.(CG) if any
offence involving fraud is being committed or has
been committed against the company by its officers
or employees within 30 days. Where any auditor
does not comply with the above requirements, he
or she shall be punishable with a fine.
Restricted Services (Section 144)
Transition Period: 1 year
Auditors are prohibited from rendering following
non-audit services, directly & indirectly:
• accounting and book keeping services;
• internal audit;
• design and implementation of any financial
information system;
• actuarial services;
• investment advisory services;
• investment banking services;
• rendering of outsourced financial services; and
• management services
• Other restricted services may be further
prescribed.
For Prohibited Services: “Directly or indirectly”
shall include rendering of services by the auditor –
• Where auditor is an individual - Either himself
or through his relative or any other person
connected or associated with such individual or
through any other entity, whatsoever, in which
8 THE CHARTERED ACCOUNTANT WORLD – April 2014
Contact details : Dharampal (9013363257) All India Chartered Accountants’ Society - CFO World 909, Chiranjiv Tower, 43, Nehru Place,
New Delhi-110019. Ph: 26223712, 26228410, 26226933 E-mail:aicas.cfo@gmail.com / cfoworld@gmail.com EDITOR: Pankaj Gupta, LLB, FCS
E-mail: pankajguptafcs@gmail.com PUBLISHED & PRINTED: At New Delhi by Satish Chandra, Administrative Officer, on behalf of All India Chartered
Accountants’ Society, 4696, Brij Bhawan, 21A, Ansari Road, Darya Ganj, New Delhi-110 002 Phone 23265320, 23288101 E-mail : aicas.cfo@gmail.com
Printed at: EIH Ltd., Unit : Printing Press, No. 7, Sham Nath Marg, Delhi-110054. Views expressed by contributors are their own and the Society does not accept
any responsibility.
If undelivered, please return to :
All India CharteredAccountants’Society
4696, Brij Bhawan 21A, Ansari Road,
Darya Ganj, New Delhi-110 002
Date of Printing : 12th
April, 2014
R.N.I. No. 50796/90
Posting Date: 14/15 April, 2014
Registration No. DL(c)-01/1268/2012-14
Licenced to post without prepayment No. U-(C)-82/2012-14
FINANCIAL INDICATORS
CurrentRate* MonthAgo 3Month 6Month
3 Month LIBOR (%) 0.23 0.23 0.24 0.24
3 Month MIBOR (%) 9.37 9.96 9.22 9.66
SENSEX 22715 21935 20713 20273
NIFTY 6796 6537 6168 6021
CRR (%) 4% 4% 4.00 4.00
REPO (%) 8 8 7.75 7.50
REVERSE REPO (%) 7 7 6.75 6.50
Gold (per 10 gm) 28781 30123 29033 28857
Silver (per kg) 43486 45996 44824 48264
Crude (USD/bbl) 107.1 108.21 107.25 111.80
` vs USD 60.21 60.85 61.94 62.14
` vs Euro 83.69 84.42 84.31 83.87
` vs 100 Yen 59.19 58.94 59.01 63.58
` vs RMB 9.70 9.92 10.16 10.05
` vs Pound 101.13 101.21 102.06 99.02
MCX Aluminium 112.80 105.95 106.25 113.00
MCX Copper 406.45 409.00 452.25 441.05
*As on 10th April 2014 (Sources: MoneyControl, NSE, BSE, RBI, MCX)
contd...
such individual has significant influence or control,
or whose name or trade mark or brand is used by
such individual
• Where auditor is a firm – Either itself or through
any of its partners or through its parent, subsidiary
or associate entity or through any other entity,
whatsoever, in which the firm or any partner of the
firm has significant influence or control, or whose
name or trade mark or brand is used by the firm or
any of its partners.
Internal Auditor (Section 138)
Such class or classes* of companies as may prescribed
need to compulsorily appoint Internal Auditor to
conduct the internal audit of functions and activities
of the company.
Internal Audit shall be done either by a CA or a cost
accountant, or such other professional as may be
decided by the board of directors.
* Prescribed class of companies
(i) listed companies, and
(ii) public companies :-
• with paid-up capital or ` 10 crores or more
• with outstanding loans or borrowings from banks
or public financial institutions exceeding ` 25
crores or which have accepted deposits of ` 25
crores or more at any point of time during the last FY.

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India under transformation

  • 1. * Mr. Vinod Jain, FCA, FCS, FICWA, LL.B., DISA (ICA), Chairman, INMACS and Vinod Kumar & Associates. vinodjain@inmacs.com, vinodjainca@gmail.com, +91 9811040004 The general election to Lok Sabha is the most important democratic process in the Indian Constitutional Framework. Current elections have attracted a huge turnout of the voters, clearly indicating to the political leadership that India need change and Indian democracy, economy and expectations of public and society is under transformation. • The political leadership needs to have a clear growth plan for a positive visionary growth for all sections of economy and society. The plan for growth is to be followed by decisive action to implement the growth plan in a practical manner. • The bureaucracy needs to be empowered towards responsive, professional and positive decision making, without fear or favour. It is important to eradicate mal practices, corruption, delays in decisions and unjustified and undue treatment. The officials should not be subject to harassing review by CVC or CBI for their decisions. • Vigilance:A vigil on acquisition of properties, expenditure, wealth and asset creation by bureaucrats and politicians beyond the disclosed means is necessary. An annual statement of affairs disclosing all material transactions, asset and liabilities by politicians and bureaucrats including their close relatives and companies, firms, NGO and entities in which they are directly or indirectly interested need to be disclosed in a transparent manner and can be examined by vigilance department in a professional manner. • PSU: It is important to run public sector enterprises in a professional manner while keeping welfare agenda in the forefront. CA Vinod Jain* • Transparency: It is important to implement transparent electronic web based process for almost all the government applications, returns, assessments, refunds and approvals eradicating arbitrary subjective decisions. • Respect and fair treatment: International investor, Indian businessman and common man to be treated with respect, care and fairness by the tax department and government who should be responsive in a professional manner to deliver value services without any harassment. • Corporate Laws: The CompaniesAct 2013 has moved in the right direction of corporate governance. The rules and procedures for private limited companies and companies in which public is not substantially interested need to be substantially minimized on the basis of paid up capital, size of turnover and public borrowing. • Direct Taxes: The government needs to consider substantial simplification of tax laws, reduction in tax rates, reduction in litigation by clear policy initiative and substantial reduction in corruption by ensuring Nil one to one interaction between tax officials and the assessee. The surveys, searches and raids need to be a thing of past. There is a need for positive moves for voluntary tax compliance. The physical interface with tax department is to be reduced using technology, fairness and transparency. • Indirect Taxes: Multiplicity of indirect taxes to be eradicated by introducing a Single GST rate. The collection, assessment, refund, rectification and all other processes are to be automated by centrally developed software to be approved by a committee of States. The centalised tax collection, based on point of sale can be credited in an agreed ratio automatically to Central Government & State Government. A complete value added system to be put in place and India under Transformation EDITORIAL Volume XXV, No. 4, April, 2014 contd...Pg.5
  • 2. 2 THE CHARTERED ACCOUNTANT WORLD – April 2014 LATEST IN FINANCE LATEST IN FINANCE 1.0 No penalty for bank balance below minimum limit: RBI to banks Customers may soon be spared penalties for non-maintenance of minimum balances in savings accounts with the Reserve Bank of India (RBI) asking banks to cut down services on low-balance accounts and do away with fines. Banks however say the new regime will lead to higher charges on services for customer. 2.0 Forex hedging rules eased The Reserve Bank of India (RBI) relaxed some of the forex hedging rules for importers & exporters, to allow greater operational flexibility. Importers & exporters can cancel up to 75% of their hedged forex exposures, as against 25% earlier. In addition, the profit or loss from these cancellations will be borne by the importer/ exporter instead of passing it on to the customers as was mandated earlier. 3.0 Policy allowing road developers to defer premium payment cleared The government has cleared a long pending bailout policy for financially-stressed highway developers which would allow them to defer the premium that they have committed to pay the government. 4.0 India for setting up global agency to manage internet India has called for the establishment of a global agency to manage the Internet, something along the lines of the UN’s International Telecommunications Union, as it pushes for multi-government role in formulating Internet governance rules. The key function of managing the domain name system (DNS) is in the hands of the National Telecom & Information Administration, an arm of the US Department of Commerce. 5.0 Steel, cement companies to pay for captive coal blocks Steel, cement and sponge iron companies will now pay for their captive coal blocks that were given free earlier. The new coal block auction policy too allows allotment of the blocks at a cost. Power and state-run firms including Coal India will pay a one-time reserve price that is 10% of the estimated reserves in the block valued at cost of mining of an equivalent grade in international markets. 6.0 Aadhar cannot be mandatory: SC The Supreme Court directed the Central government not to share Aadhar card details with any agency without the consent of the card holder. It also asked the government to immediately withdraw all orders which had made the card compulsory for registration of marriage or property or availing of the subsidy on cooking gas cylinders or for any other service. 7.0 Norms for prepaid payment instruments modified The Reserve Bank of India (RBI) made changes to guidelines to pre-paid payment instruments. Some of the changes include increasing the minimum paid-up capital to `500 lakh from `100 lakh and having a minimum positive net worth of `100 lakh at all the times. The RBI also said that the escrow balance for prepaid instrument issuers must be necessarily maintained with only one scheduled commercial bank at any point of time. The migration from one bank to another, in case of need, should be completed in the minimum possible time and with the prior approval of RBI. 8.0 CDR Cell: Pvt Sector Players will have to share the working capital needs of distressed companies Bickering between the private sector and state- owned lenders has forced the Corporate Debt Restructuring (CDR) Cell to ask all banks, including private ones, to extend working capital funding to companies whose loans are getting restructured. Private sector lenders participate in the revival programmes of distressed companies, but usually decline to lend for their working capital. This puts a disproportionate burden on state-owned lenders as they end up meeting the entire working capital requirement. 9.0 Reserve Bank revises FDI valuation norms It has been decided to withdraw all the existing guidelines relating to valuation in case of any acquisition/sale of shares. Such transactions will henceforth be based on acceptable market practices. Operating guidelines will be notified separately by the RBI.
  • 3. 3A JOURNAL OF ALL INDIA CHARTERED ACCOUNTANTS’ SOCIETY DIRECT TAXATION / INDIRECT TAXATION DIRECT TAXATION 6.0 Capital Financing Transactions u/s 92B The Delhi Bench of ITAT has held that capital financing transactions covered by clause (i)(c) of the Explanation to section 92B are international transactions only if they have any real bearing as distinct from contingent effect on the profits, income, losses or assets of the enterprise. Corporate guarantees issued for the benefit of Associated Enterprises (AEs) do not cost anything to the issuing enterprise and yet may provide certain comfort levels to the parties dealing with theAEs. These guarantees do not have any impact on profits, income, losses or assets of the enterprise. Therefore, corporate guarantees do not fall within the scope of the term ‘international transaction’ even after insertion of Explanation to section 92B by Finance Act, 2012 wref 1-4-2002. Bharti Airtel Ltd. vs. Additional Commissioner of Income- tax, Range -2, New Delhi, [2014] 43 taxmann.com 150 7.0 TP Adjustments Taper Indian tax authorities’ aggression in seeking transfer pricing adjustments that has trouble multinationals in India & hurt investor sentiments seems to be tapered. 1.0 SC Rules in Favour of Black Money Probe by SIT The outgoing UPA, which had vigorously resisted an earlier order to set up a Special Investigation Team (SIT) headed by a former Supreme Court judge to probe the black money malaise, suffered a blow when the court rejected its plea and insisted that the government make efforts to trace and recover black money stashed abroad. 2.0 Tax cheer for MNCs: I-T Dept to ink accords on advance pricing The Income Tax Department is set to ink the first set of Advance Pricing Agreements (APAs) with MNCs. This will send the right signal to MNCs that they can mitigate transfer pricing adjustment risks through the APA programme. 3.0 CBDT clarifies key rule related to TDS on overseas payments The Central Board of Direct Taxes (CBDT) has clarified to field officers that the requirement of deducting tax at source when a person makes payments to non-residents or foreign companies should be enforced only on that part of the remitted amount that accounts for the recipient’s income chargeable to tax in India. 4.0 Withholding tax on installation charges Recently, the Pune tribunal has held that installation/erection and related service charges formed an integral part of the purchase price of machinery and the situation would remain unaffected, whether the charges were embedded in the cost of purchase price or, were charged separately. Thus, there was no obligation on the payer to withhold tax on entire payment. Based on this, tax payers could consider reviewing their agreement to evaluate whether installation/ erection and related services form an integral part of purchase price of machinery and accordingly determine the applicability of withholding tax on the payments. 5.0 I-T asks e-filers of tax returns to send ITRV by Speed Post If you are filing online your Income Tax return, the paper copy of the ‘ITRV’ should only be sent through “Speed Post” to the Central Processing Centre (CPC) of the department in Bengaluru. INDIRECT TAXATION 1.0 Taxable services - Commercial Training or Coaching Services The High Court of Bombay held that where earlier judgments of Tribunal were in favour of assessee and law had to be amended retrospectively, extended period of limitation was, prima facie, not invocable. National Insurance Academy v. Commissioner of Service Tax, Pune –III, [2014] 43 taxmann.com 235 (Bombay)
  • 4. 4 THE CHARTERED ACCOUNTANT WORLD – April 2014 AUDIT / CAPITAL MARKET AUDIT 1.0 New accounting standards will bolster foreign fund inflows In its new roadmap, the CA institute has recommended that all listed and unlisted companies having net worth of over `500 crore be required to prepare their consolidated financial statements only under IndAS with effect from the accounting year beginning April 1, 2016. This would require such companies to prepare previous year comparatives in Ind AS for the year 2015-16. The taxman is mostly concerned with standalone financial statements and implementing Ind AS with consolidated financial statements will not have tax implications. 2.0 Applicability of Provisions related to Accounts & Audit The Ministry of Corporate Affairs notified that the financial statements (and documents required to be attached thereto), auditors report and Board’s report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/ schedules/ rules of the CompaniesAct, 1956 and that in respect of financial years commencing on or after 1st April, 2014, the provisions of the new Act shall apply. 3.0 Clarification on simultaneously undertaking Concurrent Audit & Quarterly Review Due to the queries being received from the members, it has been clarified by The Institute of Chartered Accountants of India (ICAI) that concurrent audit and the assignment of quarterly review of the same Bank cannot be undertaken simultaneously as the concurrent audit being a kind of internal audit and the quarterly review being a kind of statutory audit undertaken simultaneously are prohibited under the provisions of ‘Guidance Note on Independence of Auditors’. 4.0 Registration of Charitable or Religious trust – Audit Mandatory The Panaji Bench of ITAT has held that provisions of section 12A(1)(b) are mandatory and, therefore, even if a trust is incorporated under a State Act, it is bound to get its accounts audited in case its total income without giving effect to provisions of sections 11 and 12 exceeds maximum amount not chargeable to tax. Vice Chancellor, Vishweshwaraiah Technological University vs. CIT, Belgaum, [2014] 42 taxmann.com 205 CAPITAL MARKET 1.0 Investment under New Foreign Portfolio Investment (FPI) Scheme, Govt. and Corporate debt • A new ‘Foreign Portfolio Investment’ Scheme for Foreign Institutional Investors (FIIs) & Qualified Foreign Investors (QFIs) has been registered in accordance with SEBI guidelines. • The scheme commences w.e.f. June 1, 2014. • Registered Foreign Portfolio Investor (RFPI) may purchase and sell shares and convertible debentures • The individual and aggregate investment limits for the RFPIs shall be below 10% or 24% respectively of the total paid-up equity capital or 10% or 24% respectively of the paid-up value of each series of convertible debentures issued by an Indian company. Further, where there is composite sectoral cap under FDI policy, these limits for RFPI investment shall also be within such overall FDI sectoral caps. • RFPI shall be eligible to open a Special Non- Resident Rupee (SNRR) account and a foreign currency account withAuthorised Dealer bank • RFPI can invest in government securities and corporate debt, and also trade in exchange traded derivative contracts 2.0 RBI extends Basel-III deadline The Reserve Bank of India (RBI) has extended the deadline for banks to complete implementation of Basel-III capital norms by a year to March 31, 2019. 3.0 RBI wants trade receivables & credit exchange for financing MSMEs The Reserve Bank of India (RBI ) has proposed setting up of a trade receivables and credit exchange (TCE) for financing micro, small and medium enterprises (MSMEs). In the primary segment, once an MSME delivers goods as per requirement to a corporate buyer along with a bill, the buyer on acceptance of the goods posts the bill on the TCE. These receivables of the MSME from the buyer become available to third parties for bidding. The MSME can access fresh funds through the bidding process.
  • 5. 5A JOURNAL OF ALL INDIA CHARTERED ACCOUNTANTS’ SOCIETY EDITORIAL/CORPORATE&ECONOMIC LAWS EDITORIAL India under... refund to be processed only in case of exports. Inter-state sale and intra-state sale need not be distinguished. • Capital Market: SEBI has contributed significantly to professionalization of capital market. The market manipulation and lack of corporate governance need to be firmly addressed. Too many procedural compliance and unnecessary allegations of market manipulation or fraud need to be curbed. The prosecution and penalty powers are to be separated from SEBI and should be handled by judiciary. • Banking: Free availability of low cost fund is the back bone of growth of the economy and employment and eradication of poverty. • Balancing:Authority and responsibilities between judiciary, administrative and legislative wings of the government is blurred in recent past. The boundaries need to be elaborated and respected by each arm of the government. The aforesaid agenda before the new government, our society, economy and the nation can be the backbone for fast, decisive and inclusive growth of a welfare Indian State. contd... CORPORATE & ECONOMIC LAWS 1.0 New Companies Act takes effect So far, the government has notified 283 of the 470 sections. The first notification, of 99 sections, was in 2013. The provisions on corporate social responsibility (CSR) were notified on February 27. In a circular dated 26th March,2014 the Ministry of CorporateAffairs (MCA) notified 183 new sections. 2.0 Fee for filings etc. notified Table of fees for the documents required to be submitted, filed, registered or recorded or for any fact or information required or authorized to be registered under the Companies Act, 2013, has been prescribed under section 403. 3.0 Corporate Affairs Ministry clears air on depreciation schedule for firms The CorporateAffairs Ministry has made changes in the depreciation schedule under the new company law to avoid confusion among stakeholders and introduce consistency in its recent guidances. 4.0 Foreign order not always enforceable The Bombay High Court has dismissed the petition of Marine Geotechnics LLC of Houston, US, against the Mumbai-based Coastal Marine Construction & Engineering Ltd. stating that an ex-parte summary judgement obtained in a foreign country against an Indian company could not be termed a ‘debt’ due & payable by it in a winding up petition under the Companies Act. The Indian company represented before the Houston court when the US firm obtained a decree against it. It was not made order of the court in India. In such circumstances, it could not be said that the debt became payable, the high court said. 5.0 Antitrust rules related to combinations changed The government has changed procedural rules related to combinations between enterprises that would require approval of fair trade regulator Competition Commission of India. The focus would be on the substance of proposed combinations than their structure. Parties to combination will be required to provide their audited annual accounts of preceding two financial years. Also, the fee for filling forms by enterprises has been increased.
  • 6. 6 THE CHARTERED ACCOUNTANT WORLD – April 2014 COMPANIES ACT, 2013 ACCOUNTS Financial Statements Financial statement in relation to a company to include: • a balance sheet as at the end of the FY; • a profit and loss account / an income and expenditure account for the FY; • cash flow statement for the FY; • a statement of changes in equity, if applicable & • any explanatory note annexed to, or forming part of, any document referred to above. Exceptions: For One Person Company (OPC), small company and dormant company cash flow statement excluded Responsibility of CFO to maintain financial statements Consolidated financial statements (Section 129) If a company has a subsidiary / associate / joint venture, Consolidated Financial Statements (CFS) to be prepared and laid before an Annual General Meeting (AGM) in addition to stand-alone financial statements A separate format (similar to existing revised schedule VI of the Act) has been prescribed for the preparation of CFS in the Act. It further requires minority interest to be presented separately within equity on the balance sheet. The term significant influence has been re-defined as “control of at least 20 percent of total share capital or of business decision under an agreement”. Audited Accounts Audited Accounts of all subsidiaries are required to be prepared & provided to shareholders on request Audited accounts of the listed companies along with the subsidiaries to be placed on the website Accounts Signing Financial Statements to be signed at least by • Chairperson of the company, if authorized by Board of Directors; or • 2 directors including MD (Managing Director), where there is one & • CEO (Chief Executive Officer) if he is a Director, • CFO (Chief Financial Officer) and CS (Company Secretary), wherever they are appointed ACCOUNTS & AUDIT In case of OPC balance sheet and statement of profit and loss to be signed by 1 director only Financial Year (FY) FY of a company / body corporate means the period ending on 31st March every year. In case a company has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, will be its first financial year Extension of FY – no longer permissible Exception – A company or body corporate, which is a holding company or a subsidiary of a company incorporated outside India and is required to follow a different FY for consolidation of its accounts outside India, with NCLT approval Transition period: - 2 years Revision of financial statements (Section 132) In case of fraud & when a Court/ Tribunal passes an order for restatement (Mandatory Revision) To comply with Accounting Standards with the approval of the Tribunal (Voluntary Revision) National Financial Reporting Authority (NFRA) (Section 132) This section is yet to be notified. Estimated useful life of assets (Schedule II) For a class of companies, to be prescribed, the 2013 Act removes the minimum thresholds and provides indicative useful lives and residual values under Part C of Schedule II to the 2013 Act. If such a company uses a different useful life or residual value, then it shall disclose the justification for the same. No transition period provided for this change and the change needs to be applied prospectively. For other companies the useful life of an asset may not be longer than the indicated/ prescribed useful life, and the residual value shall not be higher than that prescribed in Part C, i.e. 5 %. AUDITANDAUDITORS Joint audits (Section 139) Members of the company may require the audit process to be conducted by more than one auditor. Appointment of LLP as Auditors (Section 141) Limited Liability Partnership (LLP) can be appointed as auditor of a company. Only the partners who are Chartered Accountants in a firm (including LLP) shall be authorised to act and sign on behalf of the firm.
  • 7. 7A JOURNAL OF ALL INDIA CHARTERED ACCOUNTANTS’ SOCIETY COMPANIES ACT, 2013 contd... Tenure and re-appointment of auditors Auditors appointed in an Annual General Meeting (AGM) shall hold office from the conclusion of that meeting until the conclusion of the ensuing sixth AGM (subject to ratification by members at every AGM). The Company may remove the auditors before the expiry of its term by passing a special resolution and prior approval from Central Government. The auditors also have the right to resign, but reasons for resignation to be mandatorily filed. Mandatory rotation (As per the Rules) Transition Period- 3 years Auditor/Audit firm in case of listed companies (or such class* or classes of companies as may be prescribed) should mandatorily rotate after completion of 5/10 years tenure. An audit firm cannot be re-appointed for more than two five-year terms. (i.e. 10 years). * the class of companies mean the following (excluding OPCs and small companies):- (a) all unlisted public companies having paid up share capital of ` 10 crore or more; (b) all private limited companies having paid up share capital of ` 20 crore or more; (c) all companies not included above, but having public borrowings from financial institutions, banks or public deposits of ` 50 crores or more. Disqualifications (Section 141) Additional disqualifications under the new Act: i. a body corporate other than a limited liability partnership registered under the LLP Act, 2008; ii. a person who, or his relative or partner— • is holding any security of or interest (not exceeding face value of `1,000 or such sum as may be prescribed ) in the company or its subsidiary, or of its holding or associate company or a subsidiary of such holding company • is indebted or has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, or its subsidiary, or its holding or associate company or a subsidiary of such holding company, in excess of such amount as may be prescribed iii.a person or a firm who, whether directly or indirectly, has business relationship with the company, or its subsidiary, or its holding or associate company or subsidiary of such holding company or associate company of such nature as may be prescribed iv.a person whose relative is a director or is in the employment of the company as a director or key managerial personnel Restriction on number of audits Restricts the no. of audits to 20 companies for an individual/ partner irrespective of their nature/ size. Private companies also included in the limit above. Additional responsibilities of Auditor (Section 143) Certain new aspects which need to be covered in an auditors’ report: • The observations or comments of the auditors on financial transactions or matters which have any adverse effect on the functioning of the company. • Any qualification, reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith. • Whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls. Auditor to report to Central Govt.(CG) if any offence involving fraud is being committed or has been committed against the company by its officers or employees within 30 days. Where any auditor does not comply with the above requirements, he or she shall be punishable with a fine. Restricted Services (Section 144) Transition Period: 1 year Auditors are prohibited from rendering following non-audit services, directly & indirectly: • accounting and book keeping services; • internal audit; • design and implementation of any financial information system; • actuarial services; • investment advisory services; • investment banking services; • rendering of outsourced financial services; and • management services • Other restricted services may be further prescribed. For Prohibited Services: “Directly or indirectly” shall include rendering of services by the auditor – • Where auditor is an individual - Either himself or through his relative or any other person connected or associated with such individual or through any other entity, whatsoever, in which
  • 8. 8 THE CHARTERED ACCOUNTANT WORLD – April 2014 Contact details : Dharampal (9013363257) All India Chartered Accountants’ Society - CFO World 909, Chiranjiv Tower, 43, Nehru Place, New Delhi-110019. Ph: 26223712, 26228410, 26226933 E-mail:aicas.cfo@gmail.com / cfoworld@gmail.com EDITOR: Pankaj Gupta, LLB, FCS E-mail: pankajguptafcs@gmail.com PUBLISHED & PRINTED: At New Delhi by Satish Chandra, Administrative Officer, on behalf of All India Chartered Accountants’ Society, 4696, Brij Bhawan, 21A, Ansari Road, Darya Ganj, New Delhi-110 002 Phone 23265320, 23288101 E-mail : aicas.cfo@gmail.com Printed at: EIH Ltd., Unit : Printing Press, No. 7, Sham Nath Marg, Delhi-110054. Views expressed by contributors are their own and the Society does not accept any responsibility. If undelivered, please return to : All India CharteredAccountants’Society 4696, Brij Bhawan 21A, Ansari Road, Darya Ganj, New Delhi-110 002 Date of Printing : 12th April, 2014 R.N.I. No. 50796/90 Posting Date: 14/15 April, 2014 Registration No. DL(c)-01/1268/2012-14 Licenced to post without prepayment No. U-(C)-82/2012-14 FINANCIAL INDICATORS CurrentRate* MonthAgo 3Month 6Month 3 Month LIBOR (%) 0.23 0.23 0.24 0.24 3 Month MIBOR (%) 9.37 9.96 9.22 9.66 SENSEX 22715 21935 20713 20273 NIFTY 6796 6537 6168 6021 CRR (%) 4% 4% 4.00 4.00 REPO (%) 8 8 7.75 7.50 REVERSE REPO (%) 7 7 6.75 6.50 Gold (per 10 gm) 28781 30123 29033 28857 Silver (per kg) 43486 45996 44824 48264 Crude (USD/bbl) 107.1 108.21 107.25 111.80 ` vs USD 60.21 60.85 61.94 62.14 ` vs Euro 83.69 84.42 84.31 83.87 ` vs 100 Yen 59.19 58.94 59.01 63.58 ` vs RMB 9.70 9.92 10.16 10.05 ` vs Pound 101.13 101.21 102.06 99.02 MCX Aluminium 112.80 105.95 106.25 113.00 MCX Copper 406.45 409.00 452.25 441.05 *As on 10th April 2014 (Sources: MoneyControl, NSE, BSE, RBI, MCX) contd... such individual has significant influence or control, or whose name or trade mark or brand is used by such individual • Where auditor is a firm – Either itself or through any of its partners or through its parent, subsidiary or associate entity or through any other entity, whatsoever, in which the firm or any partner of the firm has significant influence or control, or whose name or trade mark or brand is used by the firm or any of its partners. Internal Auditor (Section 138) Such class or classes* of companies as may prescribed need to compulsorily appoint Internal Auditor to conduct the internal audit of functions and activities of the company. Internal Audit shall be done either by a CA or a cost accountant, or such other professional as may be decided by the board of directors. * Prescribed class of companies (i) listed companies, and (ii) public companies :- • with paid-up capital or ` 10 crores or more • with outstanding loans or borrowings from banks or public financial institutions exceeding ` 25 crores or which have accepted deposits of ` 25 crores or more at any point of time during the last FY.