Companies Act Practical Insights on implementation of Companies Act November December 2014

Transcription

1 Companies Act 2013 Practical Insights on implementation of Companies Act 2013 November December 2014

2 The recently enacted Companies Act, 2013 (the Act), along with changes in the listing agreement marked a historic moment and beginning of a new era, which aims to improve transparency and accountability in India s corporate sector. The Act outlines various requirements for governance, disclosures and enhanced roles, responsibilities and liabilities of the board, its committees and independent directors. Based on our experience of assisting several large Indian and multinational companies towards implementation of Companies Act 2013, we have faced several implementation challenges, which we believe are relevant for large number of companies in India. Furthermore, limited guidance is available from the regulators towards the implementation aspects of Companies Act To bridge the knowledge gap towards implementation, we have designed a four-day training program, which aims to provide deep insights into several aspects of implementation challenges under the Companies Act It addresses certain important questions in particular areas such as; How to identify your related parties and all transactions that will come under related party transactions? What approach is to be adopted for componentisation and how should you deal with transition impact around depreciation? What is internal financial control (IFC) and how should one go about assessment and implementation of IFC? What is Enterprise Risk Management (ERM) and what do you need to do to implement ERM? How do you deal with the requirement of compliance with all laws and regulations? How to look at board evaluation process and what does a company need to do to implement a strong process? What is a vigil mechanism and how do you implement it? What are some of the issues being faced by companies in implementing the CSR framework and how to deal with the same? What are some of the interpretation issues around loans and borrowings? Companies Act 2013 A Landmark Legislation Overview of topics covered Related party transactions Internal Financial Controls Enterprise risk management Compliance with laws and regulations Board Governance Corporate Social Responsibility Componentisation and other accounting concepts Consolidated Financial Statements Vigil mechanism Loans and borrowings Filing requirements

3 Four-day course content Related-party transactions Board Governance Definition of related parties and how to identify them Key interpretation matters Specified related party transactions How to establish arm s length and evaluate ordinary course of business? What are disclosure requirements? How do you ensure compliance on an ongoing basis? Board evaluations tips and methodology What data points are required for such board evaluation process? Additional responsibility of independent directors Role of the nomination and the remuneration committee Role of the audit committee in the changed governance landscape Internal Financial Control Corporate Social Responsibility (CSR) Entity-level controls Process-level controls IT general and application controls How to go about identification of risk and control in each of the processes? Monitoring: meeting expectations of board/ independent directors How to implement an Enterprise Risk Management framework? What is the approach to be followed for compliance with all laws and regulations? Requirements of appointing an internal auditor Other linkages to CARO & SOX Applicability of CSR CSR and business objectives Coverage of CSR Taxation and CSR spent Implications of non-compliance Practical challenges around CSR

4 Componentisation and other accounting concepts Vigil mechanism and fraud reporting Componentisation meaning and implementation challenges Property, plant and equipment useful life and other changes Impact of componentisation on asset replacement accounting Effective way of maintaining Fixed Asset Register Transitional provisions Requirements of whistle blower Materiality and fraud Key considerations for an effective vigil mechanism Penalties for non-compliance Consolidated Financial Statements Filing requirements Requirements of preparing consolidated financial statements Practical challenges in preparing first time Consolidated financial statements Stand-alone financial statements of the subsidiaries Foreign subsidiary financial statements Approval of accounts New filing requirements Filing responsibilities and due dates Penalties for non-filing Training approach Interactive classroom discussions Case studies Knowledge sharing and discussions of real life examples Partners representation to share implementation experience

5 Know your trainer Sandip Khetan Ernst & Young Jigar Parikh Ernst & Young Rajiv Shah Surinder Jain Abhishek Gupta Ernst & Young Rohit Mathur Varun Dewan Kartar Sahi Sardul Seth Tejas Desai Tax EY Vivek Aggarwal Ernst & Young Sumeet Malhotra Associate Director, Advisory Services, EY Jagdeep Singh Jignesh Thakkar Rahul Lovell Course fee Date and time The fee of INR 26,000 (exclusive of VAT) per attendee includes the training material, lunch and refreshments. Confirmatory mail will be sent once you have registered For registration, kindly connect with: Komal Ahuja at or Priti Bhutani at or Silloo Jangalwala at in.ey.com at * Early bird! Register by Monday, 20 October 2014 to avail of 10% discount To learn more visit : Session I : 22 Nov 2014 Session II : 29 Nov 2014 Session III : 06 Dec 2014 Session IV : 13 Dec :00 a.m. to 5:30 p.m. Location Delhi Holiday Inn Asset Area 12, Hospitality District, Aero City, Near Aero City Metro Station, New Delhi Mumbai EY premises, Nirlon Knowledge Park Goregaon East, Mumbai

6 Ernst & Young LLP 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 Limited, each of which is a separate legal entity. Ernst & Young Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com. Ernst & Young LLP is one of the Indian client serving member firms of EYGM Limited. For more information about our organization, please visit Ernst & Young LLP is a Limited Liability Partnership, registered under the Limited Liability Partnership Act, 2008 in India, having its registered office at 22 Camac Street, 3rd Floor, Block C, Kolkata Ernst & Young LLP. Published in India. All Rights Reserved. EYIN ED None This publication contains information in summary form and is therefore intended for general guidance only. It is not intended to be a substitute for detailed research or the exercise of professional judgment. Neither Ernst & Young LLP nor any other member of the global Ernst & Young organization can accept any responsibility for loss occasioned to any person acting or refraining from action as a result of any material in this publication. On any specific matter, reference should be made to the appropriate advisor. RS EY refers to the global organization, and/or one or more of the independent member firms of Ernst & Young Limited