This document provides an overview of Accounting Standard 18 on related party disclosures in India. It defines related parties as those able to exercise control or significant influence over an entity's operating and financial policies. Examples of related parties include subsidiaries, associates, key management personnel and their relatives. The document outlines the objective of disclosure requirements, definitions of related party relationships, examples of related party transactions, and disclosure requirements under AS 18. It also provides practical case studies demonstrating the identification and analysis of related parties in different ownership structures.
The document discusses the disclosure requirements for related party transactions under the Indian accounting standard AS-18. It defines related parties as individuals or entities that have the ability to control or exercise significant influence over the reporting entity. It requires disclosure of the nature and volume of transactions between the reporting entity and its related parties, as well as outstanding balances and any provisions for doubtful debts involving such parties. The disclosures are necessary because related party transactions may not be conducted under normal commercial terms.
Related Party Transactions: Disclosure & TransparencyPavan Kumar Vijay
It deals with the concept and need of disclosures and transparency in corporate affairs. It further enumerates the provisions of related party transactions and insider trading.
This document discusses the structure of corporate acquisitions in the United States. It notes that there are three main ways to acquire control of another company: asset acquisition, stock acquisition, and merger. It also mentions that triangular mergers are sometimes used as a solution. The document outlines key US laws that govern mergers and acquisitions, including the Securities Act of 1933, Securities Exchange Act of 1934, Williams Act of 1968, Hart-Scott-Rodino Act, and insider trading laws/Rule 10b-5. Institutional shareholders can apply pressure to encourage restructuring or seeking a merger if management does not adequately respond to their concerns.
This guide provides an overview of mergers and acquisitions (M&A) law across jurisdictions in the Asia Pacific region. It discusses key issues to consider when structuring an M&A transaction, including whether to acquire shares or assets and the tax implications of different structures. It also addresses factors like foreign ownership restrictions, competition/antitrust regulations, and the importance of conducting thorough due diligence. The guide offers information on M&A rules and regulations in 13 Asia Pacific countries and territories to help multinationals and companies investing in the region.
Stakeholder management in getting the deal doneBrunswick Group
It is probably a lazy truism that regulatory and political clearance has become the most challenging and unpredictable factor in executing complex, crossborder mergers and acquisitions.
This article originally appeared in DealMakers magazine
The document discusses insider trading regulations in the EU, UK, and Sweden. It defines insider information and persons possessing insider information such as PDMRs and related parties. PDMR duties include restrictions during closed periods and disclosure requirements. Insider dealing is prohibited, as is unlawful disclosure of insider information. Exemptions exist for legitimate behavior. Penalties for violations include fines, bans, and public warnings. The Financial Conduct Authority regulates financial markets in the UK. Case studies are provided on prosecuted instances of insider trading.
This document discusses several key issues related to corporate governance for nonprofit organizations. It covers topics like tax exempt status, regulations from various oversight bodies, restrictions on activities for 501(c)(3) nonprofits, fiduciary duties of board members, conflicts of interest, and fundraising compliance. Proper governance is important for nonprofits to maintain their tax exempt status and fulfill their missions in accordance with applicable laws and regulations.
This policy outlines Office Depot's procedures for reviewing and approving related person transactions. It defines related persons as executives, directors, 5% shareholders or their family members. It requires these transactions be approved in advance by the Governance Committee if they exceed $120,000, unless they qualify as ordinary course transactions. The General Counsel determines if transactions require review. The committee must decide if proposed deals are in the company's best interest and on fair market terms.
The document discusses the disclosure requirements for related party transactions under the Indian accounting standard AS-18. It defines related parties as individuals or entities that have the ability to control or exercise significant influence over the reporting entity. It requires disclosure of the nature and volume of transactions between the reporting entity and its related parties, as well as outstanding balances and any provisions for doubtful debts involving such parties. The disclosures are necessary because related party transactions may not be conducted under normal commercial terms.
Related Party Transactions: Disclosure & TransparencyPavan Kumar Vijay
It deals with the concept and need of disclosures and transparency in corporate affairs. It further enumerates the provisions of related party transactions and insider trading.
This document discusses the structure of corporate acquisitions in the United States. It notes that there are three main ways to acquire control of another company: asset acquisition, stock acquisition, and merger. It also mentions that triangular mergers are sometimes used as a solution. The document outlines key US laws that govern mergers and acquisitions, including the Securities Act of 1933, Securities Exchange Act of 1934, Williams Act of 1968, Hart-Scott-Rodino Act, and insider trading laws/Rule 10b-5. Institutional shareholders can apply pressure to encourage restructuring or seeking a merger if management does not adequately respond to their concerns.
This guide provides an overview of mergers and acquisitions (M&A) law across jurisdictions in the Asia Pacific region. It discusses key issues to consider when structuring an M&A transaction, including whether to acquire shares or assets and the tax implications of different structures. It also addresses factors like foreign ownership restrictions, competition/antitrust regulations, and the importance of conducting thorough due diligence. The guide offers information on M&A rules and regulations in 13 Asia Pacific countries and territories to help multinationals and companies investing in the region.
Stakeholder management in getting the deal doneBrunswick Group
It is probably a lazy truism that regulatory and political clearance has become the most challenging and unpredictable factor in executing complex, crossborder mergers and acquisitions.
This article originally appeared in DealMakers magazine
The document discusses insider trading regulations in the EU, UK, and Sweden. It defines insider information and persons possessing insider information such as PDMRs and related parties. PDMR duties include restrictions during closed periods and disclosure requirements. Insider dealing is prohibited, as is unlawful disclosure of insider information. Exemptions exist for legitimate behavior. Penalties for violations include fines, bans, and public warnings. The Financial Conduct Authority regulates financial markets in the UK. Case studies are provided on prosecuted instances of insider trading.
This document discusses several key issues related to corporate governance for nonprofit organizations. It covers topics like tax exempt status, regulations from various oversight bodies, restrictions on activities for 501(c)(3) nonprofits, fiduciary duties of board members, conflicts of interest, and fundraising compliance. Proper governance is important for nonprofits to maintain their tax exempt status and fulfill their missions in accordance with applicable laws and regulations.
This policy outlines Office Depot's procedures for reviewing and approving related person transactions. It defines related persons as executives, directors, 5% shareholders or their family members. It requires these transactions be approved in advance by the Governance Committee if they exceed $120,000, unless they qualify as ordinary course transactions. The General Counsel determines if transactions require review. The committee must decide if proposed deals are in the company's best interest and on fair market terms.
The new SEBI (Prohibition of Insider Trading) Regulations, 2015 were notified on January 15, 2015 to tighten regulations around insider trading. Key aspects of the new regulations include expanded definitions of "insider" and "connected persons", prohibitions on trading based on unpublished price sensitive information, increased responsibilities for compliance officers, requirements for initial and continual shareholding disclosures, and penalties for non-compliance. The regulations aim to align India's insider trading framework with global standards and plug existing loopholes.
Fcpa anti corruption due diligence - (pwc)Helen Cuts
The document discusses conducting anti-corruption due diligence when acquiring companies. It begins with an agenda that includes a primer on the Foreign Corrupt Practices Act (FCPA), trends in anti-corruption due diligence, the need for due diligence to avoid legal and business risks, scenarios of when due diligence has uncovered issues, and approaches to conducting due diligence. The document emphasizes the importance of anti-corruption due diligence when acquiring companies and describes regulatory expectations for implementing compliance programs at acquired entities. It provides examples of issues uncovered during due diligence and the consequences.
What advantages and disadvantages are there to illinois s corporations and ll...www.growthlaw.com
S corporations and LLCs with S corporation elections provide similar liability protection and federal tax treatment, passing income through to owners. However, S corporations pay annual franchise taxes that LLCs are not subject to. Both entity types allow for distributions to owners to avoid self-employment taxes. An LLC can also elect partnership tax treatment to defer taxes until cost basis is exceeded and allow tax allocations between partners. Due diligence for mergers examines ownership verification, and the acquisition may provide an opportunity to change the entity type for future tax advantages.
The Foreign Corrupt Practices Act (FCPA) of 1977 prohibits bribery of foreign officials and requires compliance and transparency in financial record keeping. It was enacted in response to corrupt practices by some U.S. companies. The FCPA is jointly enforced by the Department of Justice and Securities and Exchange Commission. It applies to any U.S. person or company and also foreign companies listed on U.S. stock exchanges. Violations of the FCPA can result in severe civil and criminal penalties for both companies and individuals.
Gray's Summary of the Foreign Corrupt Practices Act.
Gray International (Gray) is an international network of public accounting and consulting firms based in the U.S., Hong Kong, China and Europe. Gray was started over 10 years ago in the U.S. (via its predecessor) and took the form of Gray International in 2013 as the result of the networking of multiple independent practices and professionals.
Gray provides international accounting and compliance solutions in the U.S., Americas, Asia and Europe. Gray focuses on U.S. accounting, tax, and governmental compliance for multinational companies, investors, U.S. persons living overseas and foreign investors and companies investing in or moving to the U.S.
Gray also consults on compliance with U.S. laws for businesses and financial institutions overseas such as the Foreign Corrupt Practices Act (FCPA) and the Foreign Account Tax Compliance Act (FATCA), the IRS Offshore Voluntary Disclosure Program, and the Program for Non-Prosecution Agreements or Non-Target letters for Swiss Banks.
Grays principals, partners, and employees have served clients worldwide. Gray has offices in Geneva, Hong Kong, Seattle, Shanghai and plans to open an office in Singapore in late 2013.
Grays U.S. public accounting firm (Gray CPA, PC) is registered with the U.S. Public Company Accounting Oversight Board and is a member of the American Institute of Certified Public Accountants and the Center for Audit Quality.
For more information about us, please visit us at:
www.grayintl.com
Protect your-executives-and-board-from-excess-compensation-risksCBIZ, Inc.
Not-for-profits must closely monitor the line between reasonable and excessive compensation. With the increasing IRS scrutiny on compensation levels, not-for-profits must be vigilant to ensure their pay and other transactions to key personnel remain reasonable.
This document summarizes the impact of the 2010 Citizens United Supreme Court decision on political activities and tax laws for trade associations. It discusses that trade associations can now use general treasury funds for independent expenditures and electioneering communications. However, they must still disclose spending and include disclaimers. While political activities do not jeopardize tax-exempt status, they could be subject to tax on some investment income. The document also reviews permissible lobbying and advocacy within tax laws.
Section 162(q) of the recently enacted tax code shifts the focus of tax policies related to sexual harassment settlements. It prohibits employers from deducting sexual harassment settlement payments that are subject to non-disclosure agreements. This increased transparency is intended to incentivize employers to reduce sexual harassment risks and encourage more victims to report incidents. Employers can take steps like regular anti-harassment training, clear policies, impartial investigations, appropriate insurance, and partnering with carriers on claims handling to reduce exposure to sexual harassment claims.
The document discusses the evolution of insider trading regulations in India. It summarizes the key events and reports that led to the notification of the SEBI (Prohibition of Insider Trading) Regulations, 2015, including the constitution of the Sodhi Committee in 2013, its report to SEBI, and SEBI's approval of new regulations in 2014. The regulations, effective from May 2015, define insider trading and key terms like "insider", "connected person", and "unpublished price sensitive information (UPSI)". The regulations place restrictions on communication and trading by insiders and require various disclosures and maintenance of registers by listed companies.
In this age of global business operations and opportunities, it is a business imperative to have an effective FCPA Compliance Program. In this webinar co-hosted with Paul Murdock of MCG Consulting we explore and discuss Foreign Corrupt Practices Act compliance and actions to achieve a FCPA Compliance Program.
For a full video of the recording visit: https://mco.mycomplianceoffice.com/mco-webinar/foreign-corrupt-practices-act-fcpa-compliance-webinar
Comparative study of the takeover regulations prevailing in different countriesRamnath Srinivasan
This document provides an overview of takeover regulations in different countries by comparing concepts in India, the UK, Singapore, and the EC directive. It discusses definitions of key concepts like persons acting in concert and control. It notes differences, such as India uniquely including "common objective" in its definition of persons acting in concert. The document also compares threshold limits that trigger open offer requirements in different jurisdictions.
The document discusses key aspects of India's Takeover Code such as definitions of acquirer, control, promoter, target company, shares, and substantial acquisition. It provides details on disclosure requirements for substantial shareholding and control. It also discusses SAT judgements related to concepts like acquirer, PAC, promoter, shares. The document compares promoter definitions before and after 2004 amendments and raises queries on forfeiture of shares and treatment of partly paid shares.
Details the provisions and implications of the Foreign Corrupt Practices Act (FCPA) geared toward sales people.
NOTE: Undergoing rewrite so examples more timely, specifically lessons from Siemens' FCPA problems.
substantial acquisition of shares and take overs (India)92_neil
The document provides an overview of substantial acquisitions of shares and takeovers in India, including definitions of key terms, the evolution and objectives of takeover regulations, types of takeovers and triggers for open offers. It discusses topics such as acquirers, target companies, control, promoters and promoter groups. The presentation also outlines the process, pricing and obligations in public announcements and open offers.
This document summarizes key aspects of the US Foreign Corrupt Practices Act (FCPA). It describes the FCPA's anti-bribery and accounting provisions, what constitutes a foreign official, exceptions for facilitating payments and promotional expenditures, due diligence requirements, and penalties for noncompliance. It also provides examples of FCPA enforcement actions and analyzes several hypothetical situations involving third parties, gifts and entertainment, and mergers and acquisitions for potential FCPA issues.
The Competition Law was issued in Myanmar on February 24, 2015 after more than two years of negotiations between several ministries. The law aims to protect consumers from unfair prices and promote national economic growth by ensuring a competitive market and preventing anti-competitive behaviors like abuse of market dominance and unfair trade practices. However, more clarification is still needed on definitions and procedures for implementing the law. A Competition Commission will be established to investigate violations and enforce penalties, but rules and regulations are still forthcoming. While the law sets out important prohibitions, further details are needed for it to be effectively enforced.
This document provides an overview of the Foreign Corrupt Practices Act (FCPA) in 28 sections. It discusses who is covered by the FCPA, including issuers of securities, domestic concerns, subsidiaries, and foreign companies acting in the US. It outlines the FCPA's requirements regarding accurate record keeping and prohibitions on bribing foreign officials. It also reviews exceptions, penalties for violations, compliance best practices, and common pitfalls.
This document provides definitions and explanations related to takeovers and the Takeover Code in India. It defines key terms like acquirer, control, shares, promoter, person acting in concert, target company. It summarizes regulations around disclosures for acquisition of shares above certain thresholds and the requirement for open offers when acquisition of shares takes the holding above certain levels like 15% and 55%. It also discusses judgements around interpretation of some of these terms.
IAS 24 outlines disclosure requirements for related party transactions. It requires entities to disclose (1) transactions with related parties, and (2) relationships between parents and subsidiaries, regardless of whether transactions occurred. Related parties include people or entities that control or significantly influence the reporting entity. Disclosures are intended to draw attention to potential effects of related party transactions on the entity's financial position and profit/loss.
- Accounting Standard 18 relates to related party disclosures in financial statements. It requires disclosure of relationships and transactions between a reporting company and its related parties.
- Related parties include entities that control or exercise significant influence over the reporting company, associates, joint ventures, key management personnel, and their relatives.
- Disclosures must include the names and relationships of related parties, as well as details of transactions like volume, amounts owed, and terms if they are not conducted at arm's length. The standard aims to provide transparency about transactions that could affect a company's financial position.
Understanding - Related Party Transactions Krishan Singla
I have tried to understand the law relating to related party transactions under Companies Act , 2013 and Listing Agreement and tried to explain with examples .
The new SEBI (Prohibition of Insider Trading) Regulations, 2015 were notified on January 15, 2015 to tighten regulations around insider trading. Key aspects of the new regulations include expanded definitions of "insider" and "connected persons", prohibitions on trading based on unpublished price sensitive information, increased responsibilities for compliance officers, requirements for initial and continual shareholding disclosures, and penalties for non-compliance. The regulations aim to align India's insider trading framework with global standards and plug existing loopholes.
Fcpa anti corruption due diligence - (pwc)Helen Cuts
The document discusses conducting anti-corruption due diligence when acquiring companies. It begins with an agenda that includes a primer on the Foreign Corrupt Practices Act (FCPA), trends in anti-corruption due diligence, the need for due diligence to avoid legal and business risks, scenarios of when due diligence has uncovered issues, and approaches to conducting due diligence. The document emphasizes the importance of anti-corruption due diligence when acquiring companies and describes regulatory expectations for implementing compliance programs at acquired entities. It provides examples of issues uncovered during due diligence and the consequences.
What advantages and disadvantages are there to illinois s corporations and ll...www.growthlaw.com
S corporations and LLCs with S corporation elections provide similar liability protection and federal tax treatment, passing income through to owners. However, S corporations pay annual franchise taxes that LLCs are not subject to. Both entity types allow for distributions to owners to avoid self-employment taxes. An LLC can also elect partnership tax treatment to defer taxes until cost basis is exceeded and allow tax allocations between partners. Due diligence for mergers examines ownership verification, and the acquisition may provide an opportunity to change the entity type for future tax advantages.
The Foreign Corrupt Practices Act (FCPA) of 1977 prohibits bribery of foreign officials and requires compliance and transparency in financial record keeping. It was enacted in response to corrupt practices by some U.S. companies. The FCPA is jointly enforced by the Department of Justice and Securities and Exchange Commission. It applies to any U.S. person or company and also foreign companies listed on U.S. stock exchanges. Violations of the FCPA can result in severe civil and criminal penalties for both companies and individuals.
Gray's Summary of the Foreign Corrupt Practices Act.
Gray International (Gray) is an international network of public accounting and consulting firms based in the U.S., Hong Kong, China and Europe. Gray was started over 10 years ago in the U.S. (via its predecessor) and took the form of Gray International in 2013 as the result of the networking of multiple independent practices and professionals.
Gray provides international accounting and compliance solutions in the U.S., Americas, Asia and Europe. Gray focuses on U.S. accounting, tax, and governmental compliance for multinational companies, investors, U.S. persons living overseas and foreign investors and companies investing in or moving to the U.S.
Gray also consults on compliance with U.S. laws for businesses and financial institutions overseas such as the Foreign Corrupt Practices Act (FCPA) and the Foreign Account Tax Compliance Act (FATCA), the IRS Offshore Voluntary Disclosure Program, and the Program for Non-Prosecution Agreements or Non-Target letters for Swiss Banks.
Grays principals, partners, and employees have served clients worldwide. Gray has offices in Geneva, Hong Kong, Seattle, Shanghai and plans to open an office in Singapore in late 2013.
Grays U.S. public accounting firm (Gray CPA, PC) is registered with the U.S. Public Company Accounting Oversight Board and is a member of the American Institute of Certified Public Accountants and the Center for Audit Quality.
For more information about us, please visit us at:
www.grayintl.com
Protect your-executives-and-board-from-excess-compensation-risksCBIZ, Inc.
Not-for-profits must closely monitor the line between reasonable and excessive compensation. With the increasing IRS scrutiny on compensation levels, not-for-profits must be vigilant to ensure their pay and other transactions to key personnel remain reasonable.
This document summarizes the impact of the 2010 Citizens United Supreme Court decision on political activities and tax laws for trade associations. It discusses that trade associations can now use general treasury funds for independent expenditures and electioneering communications. However, they must still disclose spending and include disclaimers. While political activities do not jeopardize tax-exempt status, they could be subject to tax on some investment income. The document also reviews permissible lobbying and advocacy within tax laws.
Section 162(q) of the recently enacted tax code shifts the focus of tax policies related to sexual harassment settlements. It prohibits employers from deducting sexual harassment settlement payments that are subject to non-disclosure agreements. This increased transparency is intended to incentivize employers to reduce sexual harassment risks and encourage more victims to report incidents. Employers can take steps like regular anti-harassment training, clear policies, impartial investigations, appropriate insurance, and partnering with carriers on claims handling to reduce exposure to sexual harassment claims.
The document discusses the evolution of insider trading regulations in India. It summarizes the key events and reports that led to the notification of the SEBI (Prohibition of Insider Trading) Regulations, 2015, including the constitution of the Sodhi Committee in 2013, its report to SEBI, and SEBI's approval of new regulations in 2014. The regulations, effective from May 2015, define insider trading and key terms like "insider", "connected person", and "unpublished price sensitive information (UPSI)". The regulations place restrictions on communication and trading by insiders and require various disclosures and maintenance of registers by listed companies.
In this age of global business operations and opportunities, it is a business imperative to have an effective FCPA Compliance Program. In this webinar co-hosted with Paul Murdock of MCG Consulting we explore and discuss Foreign Corrupt Practices Act compliance and actions to achieve a FCPA Compliance Program.
For a full video of the recording visit: https://mco.mycomplianceoffice.com/mco-webinar/foreign-corrupt-practices-act-fcpa-compliance-webinar
Comparative study of the takeover regulations prevailing in different countriesRamnath Srinivasan
This document provides an overview of takeover regulations in different countries by comparing concepts in India, the UK, Singapore, and the EC directive. It discusses definitions of key concepts like persons acting in concert and control. It notes differences, such as India uniquely including "common objective" in its definition of persons acting in concert. The document also compares threshold limits that trigger open offer requirements in different jurisdictions.
The document discusses key aspects of India's Takeover Code such as definitions of acquirer, control, promoter, target company, shares, and substantial acquisition. It provides details on disclosure requirements for substantial shareholding and control. It also discusses SAT judgements related to concepts like acquirer, PAC, promoter, shares. The document compares promoter definitions before and after 2004 amendments and raises queries on forfeiture of shares and treatment of partly paid shares.
Details the provisions and implications of the Foreign Corrupt Practices Act (FCPA) geared toward sales people.
NOTE: Undergoing rewrite so examples more timely, specifically lessons from Siemens' FCPA problems.
substantial acquisition of shares and take overs (India)92_neil
The document provides an overview of substantial acquisitions of shares and takeovers in India, including definitions of key terms, the evolution and objectives of takeover regulations, types of takeovers and triggers for open offers. It discusses topics such as acquirers, target companies, control, promoters and promoter groups. The presentation also outlines the process, pricing and obligations in public announcements and open offers.
This document summarizes key aspects of the US Foreign Corrupt Practices Act (FCPA). It describes the FCPA's anti-bribery and accounting provisions, what constitutes a foreign official, exceptions for facilitating payments and promotional expenditures, due diligence requirements, and penalties for noncompliance. It also provides examples of FCPA enforcement actions and analyzes several hypothetical situations involving third parties, gifts and entertainment, and mergers and acquisitions for potential FCPA issues.
The Competition Law was issued in Myanmar on February 24, 2015 after more than two years of negotiations between several ministries. The law aims to protect consumers from unfair prices and promote national economic growth by ensuring a competitive market and preventing anti-competitive behaviors like abuse of market dominance and unfair trade practices. However, more clarification is still needed on definitions and procedures for implementing the law. A Competition Commission will be established to investigate violations and enforce penalties, but rules and regulations are still forthcoming. While the law sets out important prohibitions, further details are needed for it to be effectively enforced.
This document provides an overview of the Foreign Corrupt Practices Act (FCPA) in 28 sections. It discusses who is covered by the FCPA, including issuers of securities, domestic concerns, subsidiaries, and foreign companies acting in the US. It outlines the FCPA's requirements regarding accurate record keeping and prohibitions on bribing foreign officials. It also reviews exceptions, penalties for violations, compliance best practices, and common pitfalls.
This document provides definitions and explanations related to takeovers and the Takeover Code in India. It defines key terms like acquirer, control, shares, promoter, person acting in concert, target company. It summarizes regulations around disclosures for acquisition of shares above certain thresholds and the requirement for open offers when acquisition of shares takes the holding above certain levels like 15% and 55%. It also discusses judgements around interpretation of some of these terms.
IAS 24 outlines disclosure requirements for related party transactions. It requires entities to disclose (1) transactions with related parties, and (2) relationships between parents and subsidiaries, regardless of whether transactions occurred. Related parties include people or entities that control or significantly influence the reporting entity. Disclosures are intended to draw attention to potential effects of related party transactions on the entity's financial position and profit/loss.
- Accounting Standard 18 relates to related party disclosures in financial statements. It requires disclosure of relationships and transactions between a reporting company and its related parties.
- Related parties include entities that control or exercise significant influence over the reporting company, associates, joint ventures, key management personnel, and their relatives.
- Disclosures must include the names and relationships of related parties, as well as details of transactions like volume, amounts owed, and terms if they are not conducted at arm's length. The standard aims to provide transparency about transactions that could affect a company's financial position.
Understanding - Related Party Transactions Krishan Singla
I have tried to understand the law relating to related party transactions under Companies Act , 2013 and Listing Agreement and tried to explain with examples .
This standard provides guidance on related party disclosures and aims to ensure entities disclose necessary information about relationships, transactions, and balances with related parties that may affect the financial statements. It defines related parties and outlines required disclosures regarding a parent entity's subsidiaries, key management personnel compensation, and material related party transactions and outstanding balances. Certain disclosures are exempt for government-related entities. The standard also discusses aggregation of disclosures to avoid obscuring significant individual transactions.
This document discusses related party disclosures as per Indian Accounting Standard 24. It provides definitions of key terms like related party, key management personnel, significant influence. It explains the objectives of IAS 24 which is to ensure financial statements contain necessary disclosures about related party transactions. The types of related parties according to Companies Act 2013 are described along with examples. Disclosure requirements as per IAS 24 and SEBI regarding nature of relationships, transactions, outstanding balances with related parties are summarized.
This standard provides guidance on identifying and disclosing related party relationships and transactions. It defines key terms like related party, related party transaction, control, joint control, and key management personnel. It requires disclosures of relationships between parents and subsidiaries, key management compensation, and details of significant related party transactions. Certain disclosures are not required for government-related entities that are under common control or joint control of a government. The standard aims to ensure financial statements contain necessary disclosures about the possibility that the entity's financial position and profit/loss may have been affected by related parties.
Related Party Transactions-Detailed AnalysisKrishan Singla
It deals with detailed analysis of related party transactions under Companies Act, 2013 and Clause 49 of Listing Agreements and Accounting Standard 18. You please also comment upon it as you wish for guidance of all.
IAS 24 2018 IAS 24 International Accounting Standard 24 Related Party Disclosures
Objective
1
The objective of this Standard is to ensure that an entity’s financial statements contain the disclosures
necessary to draw attention to the possibility that its financial position and profit or loss may have been
affected by the existence of related parties and by transactions and outstanding balances, including
commitments, with such parties.
Scope
2
This Standard shall be applied in:
(a)
identifying related party relationships and transactions;
(b)
identifying outstanding balances, including commitments, between an entity and its related
parties;
(c)
identifying the circumstances in which disclosure of the items in (a) and (b) is required; and
(d)
determining the disclosures to be made about those items.
3
This Standard requires disclosure of related party relationships, transactions and outstanding
balances, including commitments, in the consolidated and separate financial statements of a parent or
investors with joint control of, or significant influence over, an investee presented in accordance with
IFRS 10
Consolidated Financial Statements
or IAS 27
Separate Financial Statements
. This Standard
also applies to individual financial statements.
4
Related party transactions and outstanding balances with other entities in a group are disclosed in an entity’s
financial statements. Intragroup related party transactions and outstanding balances are eliminated, except
for those between an investment entity and its subsidiaries measured at fair value through profit or loss, in
the preparation of consolidated financial statements of the group
Significant Beneficial Ownership (SBO) rules are a crucial aspect of corporate governance, ensuring transparency in the ownership structure of companies. Under Section 90 of the Companies Act, 2013, individuals holding a significant stake in a company must declare their beneficial ownership. Companies Act, Companies Act 2013, Significant Beneficial Owner
This document defines key terms and establishes disclosure requirements for related party relationships and transactions in financial statements. It defines related parties as entities or individuals that control, are controlled by, or are under common control with the reporting entity. It requires disclosure of the name and nature of related party relationships where control exists, as well as the names of transacting related parties, description of the relationship and transaction, transaction volumes or amounts, and outstanding balances. Disclosures should provide an understanding of the effects of related party transactions on the financial statements without being too voluminous.
This report examines pecuniary relationships between companies and their independent directors. It found that 21 companies in the S&P BSE 200 index had pecuniary relationships with 25 independent directors, including through legal/consulting firms the directors were partners in. It raises concerns that these relationships could compromise the independence and objectivity of directors and notes regulators should view them as related party transactions. The report provides examples of companies and independent directors with pecuniary relationships. It recommends shareholders vote against directors with such relationships and for regulators to classify them as non-independent.
IND AS 24 outlines the disclosure requirements for related party relationships, transactions, and outstanding balances, including key management personnel compensation. It requires entities to disclose the nature of the related party relationships as well as information about transactions and outstanding balances that is necessary for users to understand the potential effects of these relationships on the financial statements. However, it does not prevent related party relationships or require revised valuations of related party transactions. The focus is on ensuring appropriate disclosures are made.
The accounting standard establishes requirements for disclosure of related party relationships and transactions between a reporting enterprise and its related parties. It defines related parties as those able to exercise control or significant influence over the enterprise. Disclosures include the nature of relationships, types and amounts of transactions, and outstanding balances. The standard aims to highlight the possibility that related party relationships may not reflect arm's length transactions.
This document defines related parties and outlines disclosure requirements for related party transactions. It states that related parties include parents, subsidiaries, associates, joint ventures, and key management personnel. Entities must disclose the nature and amount of significant transactions with related parties, as well as relationships between parents and subsidiaries, even if no transactions occurred. The objective is to draw attention to how an entity's financial position and profit/loss may be affected by related party relationships.
IAS 24 aims to ensure financial statements disclose related party transactions that may influence the financial position or performance of an entity. A related party is a person or entity that can control, jointly control or significantly influence the entity. Disclosures include the nature and amount of transactions between the entity and its related parties, as well as information about key management personnel compensation. Certain government-related entities may be exempt from full related party disclosure requirements.
Vietnam Accounting Standards - VAS 25 Consolidated financial statements and a...AC&C Consulting Co., Ltd.
This document outlines disclosure requirements for related party transactions. It defines related parties as those able to exercise control or significant influence over a reporting entity. It requires the reporting of material transactions between related parties, even if similar terms to an unrelated party are used. Disclosures must include the nature and amount of transactions, along with any unpaid balances and commitments. The objective is to provide transparency about potential effects on the financial statements from related party relationships or transactions.
This document outlines disclosure requirements for related party transactions. It defines related parties as those able to exercise control or significant influence over a reporting entity. It requires the reporting of material transactions between related parties, even if similar market prices are charged. Disclosures must include the nature and amount of transactions with subsidiaries, associates, key management, and their close family members. The objective is to provide transparency about potential effects of relationships on a company's financial position and performance.
This document provides an introduction to corporate governance. It defines a corporation as a legal entity separate from its owners that can enter into contracts, own assets, and pay taxes. Governance refers to processes of decision making among actors involved in collective problems that lead to social norms and institutions. Corporate governance is the system by which corporations are directed and controlled, specifying the distribution of rights and responsibilities among stakeholders like the board, managers, and shareholders. It aims to serve and protect the interests of all stakeholders.
This document discusses various types of partnerships under Indian law, including general partnerships, limited partnerships, partnership at will, and partnership for a particular undertaking. It explains the key characteristics of each type, such as unlimited liability for general partners versus limited liability for limited partners. The document also covers topics like duties of partners, rights of minor partners, and rights and obligations of partners generally as laid out in partnership agreements or statutes.
Similar to Presentation on AS 18_Chaitanya_06.06.2015.pptx [Autosaved] (1) (20)
Presentation on AS 18_Chaitanya_06.06.2015.pptx [Autosaved] (1)
1. AS – 18
“Related Party Transactions,
Disclosures and Compliances”
Prepared By :
Chaitanya Aggarwal
M/s Agarwal & Saxena | Chartered Accountants
2. Presentation Path
Objective of AS 18
Key Definitions
The Relate party Relationships
Disclosure
Practical Case Studies
Identification of Related Party Transactions
SA 550
Key implications under Companies Act 2013
Treatment under Income Tax Act, 1961
Comparison with Ind AS 24
3. Objective of AS 18
Objective of AS-18 is to
establish
the requirement for
disclosures of
Related
Party
Relationships
Transactions
between a
reporting enterprise
& its related parties.
Need of AS on Related Party Transactions
Several related companies may have been developed to fulfill the
desires of bad management. e.g. Companies formed to evade taxes,
Companies formed to avoid labour laws, Companies formed to
siphon funds
4. Who is a Related Party ?
According to AS18………
“Parties are considered to be related if at any time
during the reporting period one party has the
ability to control the other party or exercise
significant influence over the other party in
making financial and/or operating decisions ”
5. CONTROL SUBSTANTIAL INTEREST
a) Ownership, directly or indirectly,
of more than one half of the
voting power of an enterprise, or
b) Control of the composition of the
board of directors in the case of a
company or of the composition of
the corresponding governing body
in case of any other enterprise, or
c) A substantial interest in voting
power and the power to direct, by
statute or agreement, the financial
and/or operating policies of the
enterprise.
An enterprise/Individual is considered to
have a substantial interest in another
enterprise if that enterprise owns, directly
or indirectly, 20 per cent or more
interest in the voting power of the other
enterprise.
SIGNIFICANT INFLUENCE
Significant Influence-
participation in the financial
and/or operating policy decisions
of an enterprise, but not control
of those policies.
6. Significant Influence
Significant influence can be exercised in several ways, e.g.
By representation on the board of directors
participation in the policy making process
material inter-company transactions
dependence on technical information
Significant influence may be gained by share ownership, statute or
agreement.
If an investing party holds, directly or indirectly through intermediaries
20 % or more of the voting power of the enterprise, it is presumed that
investing party has significant influence, unless the contrary be clearly
demonstrated that this is not the case.
7. a) Enterprises that directly or indirectly through intermediaries, control the
reporting enterprise.
• Enterprise that directly or indirectly through one or more intermediaries, are
controlled by the reporting enterprise
• Enterprise that directly or indirectly through one or more intermediaries, are under
the common control of the reporting enterprise
(This includes holding companies, subsidiaries and fellow subsidiaries)
b) Associates and joint ventures of the reporting enterprise and the investing
party or venture in respect of which reporting enterprise is an associate or a joint
venture.
c) Individuals owning, directly or indirectly, an interest in the voting power of the
reporting enterprise that gives them control or significant influence over the
enterprise, and relatives of any such individual.
d) Key management personnel and relatives of such personnel; and
e) Enterprises over which any person described in (c) & (d) above is able to
exercise significant influence.
Related party relationships to which AS- 18
applies
(Para 3 of AS 18)
8. Key Management Personnel and
Relative
Key management persons are those persons who have the authority and
responsibility for planning, directing and controlling the activities of the
reporting enterprise. For ex. Following are KMP:
Relative in relation to an individual means the spouse, son, daughter,
brother, sister, father and mother who may be expected to influence and be
influenced by that individual in his dealing with the reporting enterprise.
9. Whether Non-Executive
Directors on the Board are related
parties ???
A non executive director of a company should not be considered
as key management person under AS 18 by virtue of merely his
being director unless he has the authority and responsibility for
planning, directing and controlling the activities of the reporting
enterprise.
The requirements of AS 18 should not be applied unless he falls
in any of categories of para3 of AS18.
10. Holding company: A company which holds
more than 50 % voting rights in a another
company.
Subsidiary company:
a) In which another company (the holding company) holds, either by itself
and/or through one or more subsidiaries, more than one half in the
nominal value of its equity share capital; or
b) controls, either by itself and /or through one or more subsidiaries, the
composition of its board of directors.
Fellow Subsidiary- a company is considered to be a fellow subsidiary of
another company if both are subsidiaries of the same holding company.
11. Examples of Related Party Transactions:
Para 10.2 of AS 18 defines Related party transaction – “a
transfer of resources or obligations between related parties,
regardless of whether or not a price is charged”.
purchases or sales of goods (finished or unfinished);
purchases or sales of fixed assets;
rendering or receiving of services;
agency arrangements;
leasing or hire purchase arrangements;
transfer of research and development;
licence agreements;
finance (including loans and equity contributions in cash
or in
kind);
guarantees and collaterals; and
management contracts including for deputation of
employees.
Examples
12. Disclosures
1. Name of the related party and nature of the related party
relationship where control exists should be disclosed irrespective
of whether or not there have been transactions between the
related parties.
2. If there have been transactions between related parties, during the
existence of a related party relationship, the reporting enterprise
should disclose the following:
I. the name of the transacting related party;
II. a description of the relationship between the parties;
III. a description of the nature of transactions;
IV. volume of the transactions either as an amount or as an
appropriate proportion;
V. any other elements of the related party transactions necessary for
an understanding of the financial statements;
VI. the amounts or appropriate proportions of outstanding items
pertaining to related parties at the balance sheet date and
provisions for doubtful debts due from such parties at that date;
and
VII.amounts written off or written back in the period in respect of
13. Let’s Understand this with Example:
Mr. A (Director)
X
Lt
d
Y Ltd Z Ltd
If Mr A is director in one company X Ltd &
additionally he is also director in Y Ltd & Z
Ltd, then Company X is Related to Company Y
& Z and vice versa.
i.e. All 3 companies are related to each other.
All the companies in which a individual is a common director would be related to each
other.
A
B
X
Lt
d
Holds
A Ltd
Y Ltd Z Ltd
In this case, X Ltd & Y Ltd are related
party to A Ltd as it has control &
significant influence over the entity.
Z Ltd would not be considered as
related party as A Ltd has only 15 %
holding in Z Ltd & hence it would not
be considered as significant influence.
30% 15%
14. Practical Case Study 1
A Ltd. Holds control over X Ltd and Y Ltd and
Z Ltd exercises significant influence over A
Ltd. In this situation X Ltd. Y Ltd. & Z Ltd. are
related to A Ltd and vice versa.
Whether X Ltd is related to Y Ltd & Z Ltd.?
What will be difference in your answer if Mr. S
(Individual) is able to exercise significant
influence on a group of enterprise?
15. No, Because para3 (a) of AS 18 includes the relationship between
A Ltd with X Ltd, Y Ltd & Z Ltd but not between X Ltd, Y Ltd &
Z Ltd. Further Para3(b) includes the relationship between an
enterprise and its associate, but does not include as relationship
between parties various associates of the same enterprise.
In Second Case if Mr. S (i.e. individual) is able to exercise the
significant influence on a group of enterprises, all those enterprises
will be related party under para3(e) of AS 18
A
Ltd.
X
Ltd
Holds
Y Ltd Z Ltd
Significant Influence
over A Ltd
Group
16. X Ltd holds 25% in Y Ltd and Y Ltd holds 30% in Z
Ltd, whether X Ltd and Z Ltd are related parties? i.e.
Whether associate of an associate is a related party??
They are not related parties under 3(b).
Practical Case Study 2
X Ltd Y Ltd Z Ltd
25% 30%
17. P Ltd. owns 70% of the voting power of Q Ltd.
Q Ltd. in turn owns 50% of the voting interest in R
Ltd. Further, P Ltd. also directly owns 15% of the
voting interest in R Ltd.
Would P Ltd. be deemed to have control over R Ltd.
or would it only be considered as exercising
significant influence?
Practical Case Study 3
18. P Ltd. would be considered to have significant influence over R Ltd.
The definition of control of AS-18, includes ownership directly or
indirectly, of more than half of the voting power of another enterprise.
But in the given case, P Ltd. and Q Ltd. together are shareholders for 50%
i.e.( 15% + 35% (70% of 50%)) in R Ltd.
Since P Ltd. has more than 20% voting rights in R Ltd & upto 50%, hence ,
P Ltd has significant influence over R Ltd.)
P
Ltd.
Q
Ltd
70%
R
Ltd.
50%
15%
19. Identification of Related Party Transactions
SA 550
Preliminary
evaluation
concerning the
likelihood of related
party transactions
usually made during
the planning of audit
Preparation of Risk
Assessment
Questionnaire
Obtaining an
understandin
g of the
structure of
the entity and
management
responsibilitie
s.
Consider
the
business
purpose of
the various
components
of the entity.
Considering
the control
consciousnes
s within the
entity and
controls over
management
activities.
20. • Two distinct
but mutually
exclusive
aspects-
From
Auditor’s
Perspectiv
e
Adequate
Disclosure
Fraud
Detectio
n
• Transactions may be
entered into without
substance.
• Inadequate disclosure or
outright concealment of
related party transaction is
likely to result in
misleading financial
statements.
• Undisclosed relationship
with a party to a material
transaction may be used to
fabricate transactions,
leading to fraud.
“An Auditor Can not be expected to provide
assurance that all related party transactions will be
discovered”.
21. How will you identify Related
Party Transactions?
Transactions to borrowers
or lenders at no interest or
rates significantly different
from market rates. Sale of Real Estate at a
price significantly
different from its
appraised value.
Loans made with
no schedule
terms for the
time or method
of repayment.Non-Monetary
exchange of
property for
similar property
22. Ideals procedures to be performed solely for the
purpose of identifying related parties or related
party transactions
Enquiry about management through Management Representation Letter
• Names of all the related parties
• whether there were any transactions with these parties during the
period.
• whether the entity has procedures for identifying and properly
accounting for related party transactions. If so, evaluation of these
procedures must be done.
Review prior year’s audit documentation & identify names of known
related parties.
Review minutes of meetings of board of directors and executive or
operating committee to obtain information on material transaction
authorised or discussed .
Indications of undisclosed relationships, review of the nature and extent
of business transacted with major:
• customers , suppliers, Borrowers and lenders.
considering whether transactions are occurring but not being given
accounting recognition, such as the client receiving or providing
accounting, management or other services at no charge or a major
stakeholder absorbing corporate expenses.
23. Key implications under
Companies Act’ 2013
All RPTs require audit committee approval
Audit committee empowered to obtain external
professional advice
RPTs not in the ordinary course or not at arm’s
length require:
approval of board
– approval of shareholders (special resolution)
where RPTs exceed specified thresholds
Disclosure required in board’s report
Related parties in the context of the contract are
to abstain from voting
24. Treatment Under Income tax
Act’ 1961
Section 40A(2) of the income tax act’ 1961 disallows the
expenditure incurred in respect of specified persons (related
parties )provided the assessing officer is of the opinion that
the expenditure is excessive and unreasonable having regard
to the :
fair market value
of goods
services or
facilities for
which the
payment is made
to persons
legitimate need
of business or
profession of
assessee
the benefit by or
accruing to the
assessee from
the payment
25. Comparison with Ind As 24
AS 18 Ind AS 24
Uses the term “relatives of an
individual”
Covers the spouse, son, daughter,
brother, sister, father and mother
who may be expected to influence,
or be influenced by, that individual
in his/her dealings with the
reporting enterprise.
Uses the term “a close member of
that person’s family”
Includes the persons specified
within the meaning of ‘relative’
under the Companies Act 1956 and
that person’s domestic partner,
children of that person’s domestic
partner and dependants of that
person’s domestic partner.
Covers key management
personnel (KMP) of the entity only
Covers KMP of the parent as well.
Contd.....
26. AS 18 Ind AS 24
No such requirement Requires an additional
disclosure as to the name of
the next most senior parent
which produces consolidated
financial statements for public
use
Gives an option to disclose the
“Volume of the transactions
either as an amount or as an
appropriate proportion”.
Requires “the amount of the
transactions” need to be
disclosed,
Presently exempts the
disclosure of such information.
Requires disclosures of
certain information by the
government related entities.
.
Contd.....