Financial Accounting Advisory Services

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1 Financial Accounting Advisory Services May 2013

2 Agenda About EY 3 5 Indian Companies Bill Appendix 14 Contacts 15 This document is only for circulation to the EY network outside India. Page 2

3 About EY Page 3

4 EMEIA Sub-areas Africa Angola, Botswana, Republic of Congo, Equatorial Guinea, Ethiopia, Gabon, Ghana, Guinea, Ivory Coast, Kenya, Madagascar, Malawi, Mauritius, Mozambique, Namibia, Nigeria, Rwanda, Senegal, Seychelles, South Africa, Tanzania, Uganda, Zambia, Zimbabwe Belgium and Netherlands Germany, Switzerland and Austria Commonwealth of Independent States Azerbaijan, Belarus, Georgia, Kazakhstan, Russia, Ukraine, Uzbekistan Central and Southeast Europe Albania, Bulgaria, Croatia, Cyprus, Czech Republic, Estonia, Greece, Hungary, Latvia, Lithuania, FYR of Macedonia, Malta, Moldova, Poland, Romania, Serbia, Slovakia, Slovenia, Turkey France, Maghreb and Luxembourg France, Luxembourg, Algeria, Morocco, Tunisia Financial Services Organizations Belgium, Channel Islands, France, Germany, Ireland, Italy, Luxembourg, Netherlands, Portugal, Spain, Switzerland, UK India London Mediterranean Italy, Portugal, Spain Middle East and North Africa Bahrain, Egypt, Iraq, Jordan, Kuwait, Lebanon, Libya, Oman, Pakistan, Palestinian Authority, Qatar, Saudi Arabia, Syria, United Arab Emirates Nordics Denmark, Finland, Norway, Iceland, Sweden UK and Ireland UK, Isle of Man, Republic of Ireland Countries worldwide 140 EY Global Employees worldwide 167,000 US$ revenue ( ) 24.4b Page 4

5 The Indian Companies Act Key changes Page 5

6 Introduction and key changes The Companies Bill 2012 (The Bill) will replace the Companies Act 1956 that is currently in force in India. The Bill will have a significant impact on listed entities and unlisted Companies with subsidiaries. Indian Companies Bill 2012 Proposed changes will affect financial accounting, corporate governance and audit. They will have far-reaching consequences that should be evaluated by affected companies now. Fixed assets accounting The Bill has proposed useful lives (prescribed in Schedule II) as the basis for calculating depreciation, instead of the straight-line method and written-down value rates currently followed. Component accounting will be made mandatory useful life of significant part to be determined separately. Fixed assets register to be maintained, but to comply with all the new requirements. Page 6

7 Key changes Consolidated financial statements (CFS) Preparation of CFS mandatory for all companies with subsidiaries, including unlisted companies CFS to be prepared in the same form and manner as stand-alone financial statements, and include all applicable notes and disclosures Intermediate unlisted parent not exempt from preparing CFS Internal control over financial reporting The Bill requires a company s CEO or CFO to certify internal control over financial reporting Mergers, amalgamation and reconstruction The Bill prohibits investment through more than two layers of investment company Treasury shares: the Bill prohibits companies from holding shares in the trust or otherwise Accounting treatment of schemes, in respect of all companies (including unlisted), to be in compliance with the notified accounting standards Page 7

8 Indian Companies Bill 2012 How we can help Page 8

9 Indian Companies Bill diagnostic Objective How we help How it will benefit you Identify impact of the bill on various workstreams Understand current status in each critical workstream Compare the current status with the Bill s requirements Identify gaps and suggest remedial actions Structured process to identify changes needed in the workstream to comply with the Bill Provide sufficient time for management to plan and implement remedial action Page 9

10 Fixed asset assistance Objective How we can help How it will benefit you Significant changes in depreciation requirements under the Bill component accounting, depreciation as per useful life and Revised Schedule II depreciation rates Companies need to reconfigure fixed asset records Understand current fixed asset records and accounting policy Benchmark the policies and identify changes needed in fixed asset accounting Suggest remedial actions required in fixed asset records Help management to carry out update of fixed asset records Provide Microsoft (MS) Access and MS Excel tools for better compilation of fixed asset records Free up finance team by dealing with updating of voluminous data MS Access and MS Excel tools are cost-effective solutions to manage fixed asset register better (for non-erp environment) Page 10

11 Consolidation assistance Objective How we can help How it will benefit you The bill mandates preparation of consolidated financial statements for all companies, including unlisted companies Consolidation is mandatory, even for intermediate holding companies Assist management to prepare consolidated financial statements in accordance with Indian GAAP Assist management to deploy consolidation tools such as Hyperion, SAP Business Planning and Consolidation module Provide timely advice on various consolidation issues Assist to develop the consolidation system, using MS Access and MS Excel solutions Specialist assistance to the finance team, so they spend less time on consolidation Specialist advice on various consolidationrelated issues. Development and update of systems and processes Knowledge transfer updating skill set of finance team in preparation for ongoing consolidation Customized training for finance staff Page 11

12 Internal control over financial reporting assistance Objective How we can help How it will benefit you The bill requires CEO or CFO to certify that internal financial controls are adequate and functioning appropriately Help management to strengthen internal financial controls: SOX-type framework Accounting manual Consolidation manual Financial statement close process Update or development of chart of accounts Training of finance team Help to document technical accounting position papers, estimates and judgments Desk-top review of financial statement to identify disclosure gaps Strengthen your internal controls over financial reporting Expert assistance in dealing with complex accounting matters Focused training to help ensure update on all key accounting and reporting related requirements Management assistance to help ensure appropriate disclosures in financial statements, in accordance with Indian accounting standards and industry peers Page 12

13 Mergers, amalgamation and reconstruction Objective How we can help How it will benefit you Appropriate accounting in cases of mergers, amalgamations and reconstructions, that is in compliance with relevant GAAP Transaction support: Assess accounting implications before the deal and identify accounting policy differences involving multiple GAAP Assistance for purchase price allocation, reverse GAAP conversions, preparation of opening balance sheet, evaluation of impact on EBITDA and equity Structured process to identify accounting implications based on relevant GAAP Specialist assistance to help the finance team to harmonize accounting policies and procedures Specialist advice on complex accounting issues Harmonization of target accounting policies and systems On-call assistance for complex accounting issues Page 13

14 Appendix Page 14

15 Financial Accounting Advisory Services contact R. Balachander Markets Leader India Page 15

16 EY Assurance Tax Transactions Advisory About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com EYGM Limited. All Rights Reserved. EYG no. AU1794 EMEIA Marketing Agency ED None This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax, or other professional advice. Please refer to your advisors for specific advice. ey.com

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