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Preparation for year ending Compliances
under the Companies Act, 2013
& Role of CS asInsolvency Professionals
under the Insolvency and Bankruptcy Code, 2016
Presented by
CS (Dr.) D.K. JainPracticing Company Secretary
At Indore Chapter of ICSI on 11.03.2017
Check Company’s Status
Check properly as at 31st March, 2017 Whether it will be;
• OPC, Private, Public, Specified Public Company or a
Listed Company (Small, Others, Top 100 or 500
listed Co., etc) ?
• If it is a Private Co., whether subsidiary (Material or
otherwise) of Public Co.?
• Holding, associate or Joint Venture?
• Whether Standalone or Consolidated Financial
Statement is required?
Note: that even in case where consolidated financial
statements are required, the Boards’ Report shall be
prepared on Standalone basis only.
Check applicability of various
provisions based on the
Company’s Status
Check properly as at 31st March, 2017;
• Turnover;
• Paid up share capital
• Profit before Tax
• Borrowings,
• Net Worth at the end of the financial
year 2016 and 2017.
Check applicability of…
Check properly about:
• Interim dividend, if any, is paid or final dividend is
proposed to be declared and paid?
• CSR requirement u/s 135, if yes, its compliance?
• Audit Committee, if yes constitution of the
Committee as per CA-2013 and SEBI (LODR)
• Internal Audit, if yes, has appointed?
• Secretarial Audit, if yes, has appointed?
• Risk Management Committee, if yes, its
constitution?
• Women Director, if yes status of compliance.
Check applicability……
Check properly about:
• Independent Directors and related compliance
under CA-2013 & SEBI (LODR)
• Cost Records/Cost Auditors & Cost Audit Report
• Requirement of Form MGT-8 with Form MGT-7
• Requirement for transfer of Unpaid/unclaimed
amount to IEPF
• Requirement for filing of Form IEPF-3 within 30
days of end of the FY for estimated amount to be
transferred to IEPF in 2017-18
• Requirement for filing of various Forms to RoC
and actual filing made
Meetings – Board of Directors
Check properly in relation to Board Meetings:
• Nos of Board Meetings held in 2016-17 and gap between 2
BMs.
• Every director has attended at least 1 meeting of the Board
• Has complied with the requirement of SS-1 as applicable.
• All the mandatory items has been considered by the Board
• Signature for attendance of directors and invitees and evidence
for service of notice is available
• Resolution passed by circulations were noted in Board Minutes
• Minutes were properly circulated, entered in Minute Book &
Signed by the Chairman with date
• Approval of the RPT, Investments, appointment of directors,
KMPs, etc., disclosure of interest, non disqualification of
directors have been considered and recorded in the Minutes
Meetings – Audit Committee
Check properly in relation to AC Meetings:
• Nos of ACM held and gap between 2 ACMs.
• Constitution of the Audit Committee as per CA & LODR
• Has complied with the requirements of SS-1 as applicable.
• Signature for attendance of members and invitees and
evidence for service of notice is available
• Minutes were properly circulated, entered in Minute Book &
Signed by the Chairman with date
• RPT including Omnibus transactions has been reviewed
and approved by ACM
• All the mandatory items as specified for the ACM under CA
& LODR has been placed before the ACM and considered
• Quantative & Financial budget has been approved
Meetings – NR Committee
Check properly in relation to NRC Meetings:
• Appointment of all the directors and KMPs and
remuneration were approved by the NRC.
• Constitution of NRC as per CA and LODR
• Has complied with the requirement of SS-1.
• Signature for attendance of members and invitees and
evidence for service of notice is available
• Minutes were properly circulated, entered in Minute
Book & Signed by the Chairman with date
• All the mandatory items as specified for the NRC under
CA & LODR has been placed before the NRC and
considered
• Evaluation of the Board is made as per SEBI Circular
Meetings – CSR Committee
Check properly in relation to CSR Meetings:
• Constitution of CSR Committee
• CSR Policy has been approved by CSR Committee
• CSR Budget has been approved by the Committee
• CSR Project has been approved and monitored by
the CSR Committee
• CSR Report is approved by the Committee
• Has complied with the requirement of SS-1
• Signature for attendance of members and invitees
and evidence for service of notice is available
• Minutes were properly circulated, entered in Minute
Book & Signed by the Chairman with date
Deposits
Check properly:
• No Credit balance of sundry debtors exceeding 365 days
• No Credit balance of share application money exceeding 60
days and excess application money refunded within 15
days to the applicants after allotment of securities
• Unsecured loans taken from directors, their relatives and
members are in compliance with the exemption
requirements under the Companies Deposit Rules
• Company has obtained declaration that the amount given to
the Company are not from the borrowed sources
• Terms of repayment and rate of interest – In view of the
Insolvency & Bankruptcy Code 2016
• Disclosure for exempted deposit has been given in the
Board Report.
Other important compliancesCheck properly about :
• Managerial remuneration u/s 197 & Schedule V (For
Public Co.)
• Transfer of unpaid Dividend exceeding 7 years to
IEPF, if any
• Proposal relating to appointment of another Auditor in
rotation of existing auditors in 2017 AGM
• Tenure of WTD/MD/Independent & other Directors
• Updating of all the Statutory Registers
• Charges with the Register of Charge, Financial
Statements & the Index of Charges at website of MCA
• Website updation as per CA-2013 and SEBI (LODR)
Regulations, 2015
Matters to verify before
drafting of Notice of AGM
• Declaration of dividend, if any
• Directors liable to retire by rotation, if any
• Directors needs to be appointed u/s 160, if any
• Appointment and change in the terms and conditions of the
MD/WTD/M, if any
• Term of the appointment of the Statutory Auditors for
appointment/ratification of appointment at the AGM.
• Requirement for passing SR u/s 180 & 186, if any
• Requirement for passing SR u/s 188 and/or under SEBI
(LODR), if any
• Requirement for approval of remuneration of the Cost
Auditors, if any
Check Points Cross verification from :
- Corporate Governance Report filed to SEs Vs
Board Meeting, ACM, NRC, SHRC
- Website of MCA, BSE website,
* specifically for SEBI (PIT)
* Financial Results,
* SHP,
* Announcement of Price Sensitive information,
* Out come of BM & GM.
- Status of directors from MCA & Co. records
- Status of Charges on MCA, Financial Statement
- Website of the Company.
“Problems become opportunities,
when right people come together …”
Insolvency Professional under Insolvency And Bankruptcy Code, 2016
• IBC, 2016 has been assented by the President of India on 28th
May, 2016.
• All the matters of Insolvency and Bankruptcy of the Individuals,
Firms and Corporates are now under the purview of the IBC
• NCLT (Tribunal) for Companies, LLPs and Debt Recovery
Tribunal (DRT) for the Individuals, Partnership Firms will be the
adjudication authority.
• NCLAT and DRAT will be the appellate authority and final appeal
if any, will be made before the Supreme Court only
• No other Court in India would be having jurisdiction under the IBC
• Speedy resolution on Insolvency would be provided within 180
days plus maximum one time extension upto 90 days only
• Only Registered Insolvency Professionals with the IBBI will be
authorized to act as the Insolvency Professional
Insolvency Professional under Insolvency And Bankruptcy Code, 2016
Basic requirements to become Insolvency Professional
• He/She must be a member of the ICSI, ICAI, CMA, Advocate
with experience of not less than 10 years
• Must have passed the Limited Insolvency Examination of IBBI
conducted through the NSIM online basis;
• Must be registered with the Insolvency Professional Agency
(IPA) presently there are only 3 IPA, viz ICIA, ICAI and CMA by
application and payment of fee of Rs. 10,000 (for ICSI)
• Must be registered with the IBBI by application through the IPA
and payment of fee of Rs. 10,000
• Must be practicing CA, CS, CMA or Advocate
• Individual as well as firms/ Companies and LLP of majority of the
Partners/WTDs/ DPs may be registered as IP
Insolvency Professional under Insolvency And Bankruptcy Code, 2016
Appointment & Role of Insolvency Professional
• The Corporate Debtors, or Financial Creditors or Operational
Creditors need to propose name of the Interim IP along with his
consent in the Form 2 to the Tribunal
• Tribunal shall upon admission of the Application appoint Interim
IP within 14 days of registration of the application
• Interim IP shall be appointed for a period not exceeding 30
days by the Tribunal
• Interim IP shall exercise powers of the management and take
possession of assets of the Company;
• Powers of the Board of directors shall be suspended upon
appointment of Interim IP
• Interim IP shall issue public announcement within 3 days of his
appointment for inviting claims etc.
Insolvency Professional under Insolvency And Bankruptcy Code, 2016
Appointment & Role of Insolvency Professional
• Interim IP shall finalize the claim received by way of acceptance
or rejections as the case may be;
• Constitute the Committee of Creditors (of Financial Creditors)
• Submit report to the NCLT
• Appoint 2 Valuers for valuation of assets
• Prepare Information Memorandum and submit the same to the
Applicant
• Call meeting of the Committee of Creditors for various purposes
including appointment of the Insolvency Professional.
• Expenses on Interim Insolvency, Professional fee, application
fee, Public Announcement, etc. shall be paid by the Applicant
which may be approved and reimbursed by the Committee of
creditors
Thus,
Opportunities are
Unlimited …
It is just a matter of
Creativity, Confidence and
Communication …
…and also Perception
and Positive Thinking
So now, we need to
prepare ourselves
to create niche in
the emerging
scenario …
But merely optimism will
not do
optimism with Confidence
& Right Attitude will …
Now, Get, Set and Go………
CS (Dr.) D.K.Jain
Company Secretary, Indore
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