CORPORATE AND INDUSTRY HIGHLIGHT

INTERNAL FINANCIAL CONTROL SYSTEMS- COMPANIES ACT 2013

Vide Section 143 (3)(i) of the Companies Act, 2013 the Auditor is required to be report as follows:- “Whether the company has adequate internal financial controls system and the operating effectiveness of such controls”. However, vide notification dated 14.10.14 the reporting requirement under this clause has been made relaxed for FY 2014-15 and accordingly Rule 10A of Companies (Audit and Auditors) Rules, 2014 report by Auditors on 143(3) (i) has been made applicable for financial years commencing on or after 01.04.2015. (For FY 2014-15 the same is voluntary).

The word “Internal Financial Control” (IFC) has not been defined in the Companies Act, 2013 except in Section 134 (5)(e):-

IFC means the policies and procedures adopted by the Company for ensuring:-

  1. The orderly and efficient conduct of its business,
  2. Including adherence to company’s policies,
  3. The safeguarding of its assets,
  4. The prevention and detection of frauds and errors,
  5. The accuracy and completeness of the accounting records, and
  6. The timely preparation of reliable financial information.

The ICAI has issued a Guidance Note on Audit of IFC over Financial Reporting.

The ICAI has issued a Guidance Note on Audit of IFC over Financial Reporting.

Read more about : CLOSURE OF SUBSIDIARY COMPANY

Read more about : Summary of New MCA official updates under the Company Act 20

Key Impacts

  • Section 177 (4) (vii) Evaluation of IFC by Audit Committee

Every Audit Committee shall act in accordance with the terms of reference specified in writing by the Board which shall inter alia and include evaluation of internal financial controls and risk management systems.

  • Schedule IV (II)(4) Integrity of Financial Statements to be validated by Independent Directors

Independent Directors shall satisfy themselves on the integrity of financial information and that of financial controls.

  • Section 134 (5) (e) BoD to ensure implementation of adequate IFC

The report by the Board of Directors (BoD) shall include a statement ensuring implementation of adequate internal financial control and adherence of policy and procedures adopted by the company and other matters specified.

  • Section 143 (3) (i) Auditor’s Report to state adequacy and effectiveness of IFC

Whether the company has adequate internal financial controls system and the operating effectiveness of such controls.

  • Section 134 (8) Consequences of non compliances with required provisions

If a Company contravenes the provisions of this section, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to twenty-five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both

Company Law List of Sections

1- Short title, extent,commencement and application

2 – Definitions

3 – Formation of company

4 – Memorandum

5 – Articles

6 – Act to override memorandum, articles, etc

7 – Incorporation of company

8 – Formation of companies with charitable objects, etc

9 – Effect of registration

10 – Effect of memorandum and articles

11 – Commencement of business

12 – Registered office of company

13 – Alteration of memorandum

14 – Alteration of articles

15 – Alteration of memorandum or articles to be noted in every copy

16 – Rectification of name of company

17 – Copies of memorandum, articles, to be given to members

18 – Conversion of companies already registered

19 – Subsidiary company not to hold shares in its holding company

20 – Service of documents

21 – Authentication of documents, proceedings and contracts

22 – Execution of bills of exchange, etc

23 – Public offer and private placement

24 – Power of Securities and Exchange Board to regulate issue and transfer of securities,

25 – Document containing offer of securities for sale to be deemed prospectus

26 – Matters to be stated in prospectus

27 – Variation in terms of contract or objects in prospectus

28 – Offer of sale of shares by certain members of company

29 – Public offer of securities to be in dematerialised form

30 – Advertisement of prospectus

31 – Shelf prospectus

32 – Red herring prospectus

33 – Issue of application forms for securities

34 – Criminal liability for misstatements in prospectus

35 – Civil liability for misstatements in prospectus

36 – Punishment for fraudulently inducing persons to invest money

37 – Action by affected persons

38 – Punishment for personation for acquisition, etc., of securities

39 – Allotment of securities by company

40 – Securities to be dealt with in stock exchanges

41 – Global depository receipt

42 – Offer or invitation for subscription of securities on private placement

43 – Kinds of share capital

44 – Nature of shares or debentures

45 – Numbering of shares

46 – Certificate of shares

47 – Voting rights

48 – Variation of shareholders’ rights

49 – Calls on shares of same class to be made on uniform basis

50 – Company to accept unpaid share capital, although not called up

51 – Payment of dividend in proportion to amount paidup

52 – Application of premiums received on issue of shares

53 – Prohibition on issue of shares at discount

54 – Issue of sweat equity shares

55 – Issue and redemption of preference shares

56 – Transfer and transmission of securities

57 – Punishment for personation of shareholder

58 – Refusal of registration and appeal against refusal

59 – Rectification of register of members

60 – Publication of authorised, subscribed and paid-up capital

61 – Power of limited company to alter its share capital

62 – Further issue of share capital

63 – Issue of bonus shares

64 – Notice to be given to Registrar for alteration of share capital

65 – Unlimited company to provide for reserve share capital on conversion into limited company

66 – Reduction of share capital

67 – Restrictions on purchase by company or giving of loans by it for purchase of its shares

68 – Power of company to purchase its own securities

69 – Transfer of certain sums to capital redemption reserve account

70 – Prohibition for buy-back

71 – Debentures

72 – Power to nominate

73 – Prohibition on acceptance of deposits from public

74 – Repayment of deposits, etc accepted before act

75 – Damages for fraud

76 – Acceptance of deposits from public by certain companies

77 – Duty to register charges, etc

78 – Application for registration of charge

79 – Section 77 to apply in certain matters

80 – Date of notice of charge

81 – Register of charges to be kept by Registrar

82 – Company to report satisfaction of charge

83 – Power of Registrar to make entries of satisfaction and release in absence of intimation from company

84 – Intimation of appointment of receiver or manager

85 – Company’s register of charges

86 – Punishment for contravention

87 – Rectification by Central Government in register of charges

88 – Register of members, etc

89 – Declaration in respect of beneficial interest

90 – Investigation of beneficial ownership of shares in certain cases

91 – Power to close register of members or debenture holders or other security holders

92 – Annual return

93 – Return to be filed with Registrar in case promoters’ stake changes

94 – Place of keeping and inspection of registers, returns, etc

95 – Registers, etc, to be evidence

96 – Annual general meeting

97 – Power of Tribunal to call annual general meeting

98 – Power of Tribunal to call meetings of members, etc

99 – Punishment for default in complying with provisions of sections 96 to 98

100 – Calling of extraordinary general meeting

101 – Notice of meeting

102 – Statement to be annexed to notice

103 – Quorum for meetings

104 – Chairman of meetings

105 – Proxies

106 – Restriction on voting rights

107 – Voting by show of hands

108 – Voting through electronic means

109 – Demand for poll

110 – Postal ballot

111 – Circulation of members’ resolution

112 – Representation of President and Governors in meetings

113 – Representation of corporations at meeting of companies and of creditors

114 – Ordinary and special resolutions

115 – Resolutions requiring special notice

116 – Resolutions passed at adjourned meeting

117 – Resolutions and agreements to be filed

118 – Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot

119 – Inspection of minute books of general meeting

120 – Maintenance and inspection of documents in electronic form

121 – Report on annual general meeting

122 – Applicability of this Chapter to One Person Company

123 – Declaration of dividend

124 – Unpaid Dividend Account

125 – Investor Education and Protection Fund

126 – Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares

127 – Punishment for failure to distribute dividends

128 – Books of account, etc, to be kept by company

129 – Financial statement

130 – Reopening of accounts on court’s or Tribunal’s orders

131 – Voluntary revision of financial statements or Board’s report

132 – Constitution of National Financial Reporting Authority

133 – Central Government to prescribe accounting standards

134 – Financial statement, Board’s report, etc

135 – Corporate Social Responsibility

136 – Right of member to copies of audited financial statement

137 – Copy of financial statement to be filed with Registrar

138 – Internal audit

139 – Appointment of auditors

140 – Removal, resignation of auditor and giving of special notice

141 – Eligibility, qualifications and disqualifications of auditors

142 – Remuneration of auditors

143 – Powers and duties of auditors and auditing standards

144 – Auditor not to render certain services

145 – Auditor to sign audit reports, etc

146 – Auditors to attend general meeting

147 – Punishment for contravention

148 – Central Government to specify audit of items of cost in respect of certain companies

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances; Hope the information will assist you in your Professional endeavors. For query or help, contact:   singh@carajput.com or call at 9555555480

Rajput Jain & Associates

Rajput Jain & Associates is a Chartered Accountants firm, with it's headquarter situated at New Delhi (the capital of India). The firm has been set up by a group of young, enthusiastic, highly skilled and motivated professionals who have taken experience from top consulting firms and are extensively experienced in their chosen fields has providing a wide array of Accounting, Auditing, Taxation, Assurance and Business advisory services to various clients and their stakeholders. Rajput jain & Associates, a professional firm, offers its clients a full range of services, To serve better and to bring bucket of services under one roof, the firm has merged with it various Chartered Accountancy firms pioneer in diversified fields. We have associates all over India in big cities. All our offices are well equipped with latest technological support with updated reference materials. We have a large team of professionals other than our Core Team members to meet the requirements of our prospective clients including the existing ones. However, considering our commitment towards high quality services to our clients, our team keeps on growing with more and more associates having strong professional background with good exposure in the related areas of responsibility.

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