text: Impact of the Companies Act, 2013 on Private Companies Webcast Corporate Laws & Corporate Governance committee of ICAI Wednesday, April 23rd, 2014 Nilesh S Vikamsey Companies Act, 2013 1 Agenda for Today's Meeting 1 Introduction and Structure Impact on Private Companies Funding by Holding Company Related Party Transactions Loan to Directors Restrictions on inter-corporate loans & advances Acceptance of Deposits Subsidiary & Associates Nilesh S Vikamsey Companies Act, 2013 2 Agenda for Today's Meeting Cont'd.. 1 Accounts of the Company Depreciation Bonus Shares Revision & Reopening of Accounts Audit & Auditors One Person Company , Small Company & Dormant Company Private company Vs. LLP Nilesh S Vikamsey Companies Act, 2013 3 Passage of Companies Bill Co.'s Bill, 2008 introduced SCF report submitted to Lok Sabha Aug 2010 Oct 2008 Aug 2009 Co.'s Bill, 2009 reintroduced SCF report submitted to Lok Sabha in August Dec 2011 Revised Bill introduced in Lok SabhaBill referred back to SCF Nilesh S Vikamsey Aug 2012 Oct 2012 Cabinet approves amendments to the Bill Companies Act, 2013 Bill passed by Lok Sabha Sec 135 (CSR) notified Feb27,2014 w,e,f April 1, 2014 Dec 2012 2014 2013 Bill passed by Rajya Sabha, Presidential assent on August 29, 2013 & 98 Sections Notified w.e.f September 12, 2013 4 26th March, 2014 183 Sections notified effective from 1st April, 2014 Structure The Companies Act, 1956 The Companies Act, 2013 18 Chapters 29 Chapters 658 Sections 470 Sections 15 Schedules 7 Schedules 67 Definitions 95 Definitions In approx. 75% of the Sections the words "to be specified" or "as may be prescribed" has been used – depicting extensive "delegated legislation". The rules have been made available for public debate Nilesh S Vikamsey Companies Act, 2013 5 Notification and Circulars issued GC No.16/2013 dt.18.09.13 • Corresponding 98 sections of the Act 1956 will cease GC No. 18/2013 dt. 19.09.2013 • Section 186(3) – ICD as per 372A of the Act 1956 GC No. 19/2013 dt. 10.12.13 • Section 182(3) – Electoral trust GC No.20/2013 dt. 27.12.13 • Section 2(87) – holding shares or exercising powers in fiduciary capacity will not be considered for deciding holding subsidiary relationship No. 3/2014 dt. 14.02.2014 GC No. 3/2014 dt. 14.02.14 • Section 185 - Guarantee given or security provided by holding company to its wholly owned subsidiary company Nilesh S Vikamsey Companies Act, 2013 6 Rules Notified under The Act Chapter No. Citation Chapter I Chapter II Chapter III Chapter IV Chapter V Chapter VI Chapter VII Chapter VIII Chapter IX Chapter X The Companies (Specification of definitions details) Rules, 2014. The Companies (Incorporation) Rules, 2014. The Companies (Prospectus and Allotment of Securities) Rules, 2014. The Companies (Share Capital and Debentures) Rules, 2014. The Companies (Acceptance of Deposits) Rules, 2014. The Companies (Registration of Charges) Rules, 2014. The Companies (Management and Administration) Rules, 2014. The Companies (Declaration and Payment of Dividend) Rules, 2014. The Companies (Accounts) Rules, 2014. The Companies (Audit and Auditors) Rules, 2014. The Companies (Appointment and Qualification of Directors) Rules, Chapter XI 2014. Nilesh S Vikamsey Companies Act, 2013 7 Rules Notified under The Act Chapter No. Chapter XII Chapter XIII Chapter XIV Chapter XXI Chapter XXII Chapter XXIV Chapter XXVI Chapter XXIX Chapter XXIX Citation The Companies (Meetings of Board and its Powers) Rules, 2014. The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Companies (Inspection, Investigation and Inquiry) Rules, 2014. The Companies (Authorised to Registered) Rules, 2014. The Companies (Registration of Foreign Companies) Rules, 2014. The Companies (Registration Offices and Fees) Rules, 2014. Nidhi Rules, 2014. The Companies (Adjudication of Penalties) Rules, 2014. The Companies (Miscellaneous) Rules, 2014. Companies (Corporate Social Responsibility Policy) Rules, 2014 Nilesh S Vikamsey Companies Act, 2013 8 Structure…continued Substantial Portion of the Act by way of rules Referred in various sections Imprisonment around 75 times referred to in the Sections Special resolution – around 75 times referred to in the Sections Prosecution – around 25 times referred to in the Sections CG Approval around 15 times referred to in the Sections Nilesh S Vikamsey Companies Act, 2013 9 Structure…continuedjor Highlights Mandatory CSR Enhanced Accountability on Corporates Independent Director – Detailed provisions & code for ID NFRA (NACAS) given more powers Additional disclosures in BoD Report Restriction on Inter Corporate Loans/Investments and Guarantee Nilesh S Vikamsey Companies Act, 2013 10 Structure…continuedjor Highlights M & A procedures streamlined 1 Woman Director mandatory Class action suits NCLT given very wide powers Transfer of shares to IEP Fund along with unpaid/unclaimed dividend Changes in Depreciation Provisions Nilesh S Vikamsey Companies Act, 2013 11 Structure…continuedajor Highlights Private placement clearly defined Several exemptions /relaxations / privileges to Pvt Co now withdrawn & permissible max no of members-200 Concept of One Person Company (OPC) introduced Small Companies defined and granted some relaxations Many new definitions and changes to existing definitions inserted Nilesh S Vikamsey Companies Act, 2013 12 IMPACT ON PRIVATE LIMITED COMPANIES Nilesh S Vikamsey Companies Act, 2013 13 Exemptions etc… Withdrawn Further issue of Share Capital by Right issue Sec. 81 • Applicable only to Public Co.'s Sec. 62 • Now Applicable to Private Co.'s also Additional changes: if not right issue then: • to any person if authorised by Special Resolution; • at a price to be determined by registered valuer & • subject to other conditions as may be prescribed Nilesh S Vikamsey Companies Act, 2013 14 Exemptions etc… Withdrawn In case the existing shareholders do not accept the offer, directors should dispose such shares in a manner "non disadvantageous" to the shareholders and company. Earlier it was to be disposed of in manner "most beneficial to the company" Under the existing provisions Sec. 81 (1A) (b)-if the approval was given by simple majority, CG could have allowed the issue if it was shown to be most beneficial to the Company. Such option is removed in the new act Nilesh S Vikamsey Companies Act, 2013 15 Exemptions etc… Withdrawn…. Cont'd Restrictions on Kinds of Capital that can be issued Sec. 86 • Applicable only to Public Co.'s Sec. 43 • Now Applicable to Private Co.'s also Length of Notice of GM, explanatory statement, Quorum, Chairman, Proxies, Voting, poll. Sec. 171-186 Sec. 101-109 Nilesh S Vikamsey • Applicable only to Public Co.'s • Now Applicable to Private Co.'s also Companies Act, 2013 16 Exemptions etc… Withdrawn…. Cont'd Interested director not to participate or vote in Board's proceedings Sec. 300(2) Sec. 184 • Applicable only to Public Co.'s • Now Applicable to Private Co.'s also (Section 188 Related Party) Appointment & tenure of Managing Director Sec. 269 (2) & 317 Sec. 196 & 203 Nilesh S Vikamsey • Applicable only to Public Co.'s • Now Applicable to Private Co.'s also Companies Act, 2013 17 Exemptions etc… Withdrawn…. Cont'd Other conditions: • Age limit of 21 to 70 • If age> 70 approval by S.R in G.M no further approval of the C.G shall be necessary for such appointment • MD and Manager both cannot be appointed in same company • Term of MD for 5 years Appointment of Director Nilesh S Vikamsey Sec. 264 • Applicable only to Public Co.'s Sec. 152 • Now Applicable to Private Co.'s also Companies Act, 2013 18 Exemptions etc… Withdrawn…. Cont'd Deposit from members Sec. 58A Sec. 73 & 74 • Deposits from members by Pvt Co. was exempt • Stringent conditions prescribed for deposit from members (discussed in detailed in upcoming slides) Consent to act as director to be filed with the ROC Sec. 264(3) Sec. 152 Nilesh S Vikamsey • Applicable only to Public Co.'s • Now Applicable to Private Co.'s also Companies Act, 2013 19 Exemptions etc… Withdrawn Commencement of business Sec. 149 • Applicable only to Public Co.'s Sec. 11 • Now Applicable to Private Co.'s also Sec 11(1)- Co. having a S/C not to commence any business or exercise any borrowing powers unless• Declaration filed with the ROC that every subscriber to the MOA has paid the value of the shares agreed to be taken by him • Co. has filed with ROC verification of its Registered office Sec 11(3)- If declaration is not filed within 180 days of incorporation and ROC has reasonable cause to believe that the co. is not carrying on any business or operations, he may, initiate action for the removal of the name of the company from the Register of Co.'s. Nilesh S Vikamsey Companies Act, 2013 20 Exemptions etc… Withdrawn Passing of Resolution by Postal Ballot Sec. 192A • Applicable only to Public Co.'s Sec. 110 • Now Applicable to Private Co.'s also having > 50 members Following items of business shall be transacted only by means of voting through a postal ballot Object Clause Alteration Articles of Association Alteration Change in Registered Office Change in utilisation of funds raised by company Issue of shares with differential voting rights Variation in the rights attached to shares or debentures Buy back of shares Election of small shareholder's director Sale of undertaking Nilesh S Vikamsey Companies Act, 2013 21 Restriction on Non-cash transaction involving directors (S. 192) The new Act introduce the new requirement, that without prior approval of the company in general meeting, a company will not enter into an arrangement by which: A Director of the company or its holding, subsidiary or associate company or a person connected with him acquires or is to acquire assets for consideration other than cash, from the company; or The company acquires or is to acquire assets for consideration other than cash, from such director or person so connected If the director or connected person is a director of its holding company, approval under this sub-section shall also be required to be obtained by passing a resolution in general meeting of the holding company Nilesh S Vikamsey Companies Act, 2013 22 Private Placement ( Section 42) • Offer / invitation in a financial year not exceeding 50 person or as may be prescribed(excluding QIB, employee under ESOP), else it is offer to public • Payment through cheque or DD or other banking channels but not by cash • Allotment in 60 days from the receipt-else repay the money in 15 days. If repaid after 60+15 (75 days) – interest of 12% from 60th day • Moneys received on application keep in a separate bank a/c in scheduled bank, not to be used for other than allotment or repayment • Offer in person by name and records thereof • No advertisement or the use of any media/ marketing or distribution channels or agency • Penalty for non compliance: Higher of amount involved in offer or Rs 2 crores • Refund of all the money in 30 days Nilesh S Vikamsey Companies Act, 2013 23 Other Major Provisions 1956 Act, Sections 2013 Act, Sections Particulars 300 (1) 2 (49) Interested Directors 2 (29A) 2(57) Definition of Net Worth- No change "the aggregate value of the paid-up S/C and all reserves created out of the profits and S.P account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation" 2(31) 2(60) Officer in default 26-29 5 Entrenchment provisions can be put in AA 186 Loans etc by holding Co. to WO's - Nilesh S Vikamsey Companies Act, 2013 24 BOARDS AND DIRECTORS Nilesh S Vikamsey Companies Act, 2013 25 Major new definitions Promoter [Section 2(69)] - the definition of promoter has been introduced to also include a person—(Notified on 12th September, 2013) (a) who has been named as such in a prospectus is identified by the company in the annual return (b) who has control over the affairs of the company, directly or indirectly whether as a shareholder, director or otherwise; or (c) in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act: Provided that nothing in sub-section (c) shall apply to a person who is acting in a professional capacity; Nilesh S Vikamsey Companies Act, 2013 26 Board of Directors 1956 Act 2013 Act Maximum no. of directors in a Co can be Now increased to 15, with SR at GM-no. can be > 15 12 [Section 259] [Section 149] Max number of directorship a person can Restricted to 20 (with max 10 public co.'s) [Section 165]. have is 15 (excluding private co etc.) [S. Time of 1 year given to comply 276] Director of the company to be resident in 1 of directors - stayed in India for 182 days or more in India - No specific provision previous calendar year (S.149) Formation of AC must for Co having paid up capital > Rs 5cr (S.292A)- no specific provisions for Nomination & Remuneration Committee OR Stakeholders Relationship Committee All listed Co & other Public Co having, at least Rs.10Cr or more paid up share capital, turnover of Rs.100 Crores or more, loans or borrowing or debentures or deposits of Rs.50 Crores or more are required to have AC and Nomination & Remuneration Committee. Stakeholders Relationship Committee for a company having > 1000 Shareholders, Debenture holders, deposit holder & other such securities [Sec 177 & 178] & Vigil Mechanism for listed Cos & Cos accepting deposits or borrowing from Bank or FI's > 50 Crores No such Provision Resignation of director S.168- Concerned Director to file form with RoC along with detailed reason ( notified) Nilesh S Vikamsey Companies Act, 2013 27 Powers of BoD 1956 act (Sec 293) 2013 act (Sec 180) (Notified on 12th September, 2013) Section 316 & 317 rws Sec 269Appointment of MD or WTD- in case of Public Co.'s Sec 203- All listed co.'s & other Public co.'s having paid up S/C> 10crore to have 1 MD or WTD and CS and CFO Restriction on powers of the Board applied only to Public Companies Applicable to all Companies. Exemption to Private Co.'s taken away Required ordinary resolution to exercise certain powers Required special resolution to exercise certain powers—Sell, lease, Disposal of Undertaking. Investments & borrowings more than networth, investment of compensation received in M&A (Slightly different words from 293) ,remit or give time for repayment of directors due. Nilesh S Vikamsey Companies Act, 2013 28 Powers of BoD 1956 act (Sec 293) 2013 act (Sec 180) expression "undertaking" and substantially the whole of the "undertaking" used- not defined 180(1) undertaking means an undertaking in which the investment of the Co. > 20%. of its net worth as per the audited balance sheet of the preceding F/Y or an undertaking which generates 20% of the total income of the company during the previous F/Y Substantially the whole of the undertaking in any financial year shall mean 20% or more of the value of the undertaking as per the audited balance sheet of the preceding F/Y Contributions to charitable Now Covered under CSR (Section 135) and other funds not directly relating to the business of the co. or the welfare of its employees exceeding the limit specified also required approval Nilesh S Vikamsey Companies Act, 2013 29 Report of Board of Directors Additional Items required to be given in report of board of Directors: • The extract of the annual return • Particulars of loans, guarantees or investments in subsidiaries as provided in sec. 186 • Particulars of contracts or arrangements with related parties with rationale for arms length pricing as stated in sec. 188 • A statement indicating development and implementation of risk management policy for the company which in the opinion of the Board may threaten the existence of the company • Additional items specified in Rule 8 of Companies (Accounts) Rules, 2014 Additional Items required to be given in director responsibility statement: • Details about policy developed and implementation of CSR policy • Such other matters as provided in the Rules notified by the Government • Directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively Nilesh S Vikamsey Companies Act, 2013 30 Related Party Transactions Nilesh S Vikamsey Companies Act, 2013 31 Definitions – KMP [Section 2(51)] Key Managerial Personnel [Section 2(51)] (Notified on 12th September, 2013) - in relation to a company, means The CEO or the MD or the manager Company Secretary Whole – time Director As per AS – 18: KMP means those persons who have the authority and responsibility for planning, directing and controlling the activities of the reporting enterprise CFO Any other prescribed officer Nilesh S Vikamsey Companies Act, 2013 32 Related Party Transactions What does the Companies Act, 1956 say ? [Section 297 (1)] Central government approval required for entering into specific contracts, where paid-up capital of the company is not less than Rs.1 crore; for other Companies – the Board approval where interested Directors are not to participate Following transactions are covered: Sale, purchase or supply of any goods, material or services Underwriting the subscription of any shares or debentures Sale/purchase of goods/services for cash at prevailing market prices not exceeding Rs 5K – are exempted No specific disclosure required in the Board Report Nilesh S Vikamsey Companies Act, 2013 33 Related Party Transaction (notified) Sec 2(76) -Related party with reference to a company, means: (i) a director or his relative; (ii) a key managerial personnel or his relative; (iii) a firm, in which a director, manager or his relative is a partner; (iv) a private co. in which a director or manager is a member or director; (v) a public co. in which a director or manager is a director or holds along with his relatives, more than 2% of its paid-up S/C; (vi) any body corporate whose BoD, M.D or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager; (vii) any person on whose advice, directions or instructions a director or manager is accustomed to act: Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or instructions given in a professional capacity; (viii) any company which is— (A) a holding, subsidiary or an associate company of such company; or (B) a subsidiary of a holding company to which it is also a subsidiary; (ix) such other person as may be prescribed Nilesh S Vikamsey Companies Act, 2013 34 Related Party Transactions ….cont'd Provisions of Sec 188 of New Act Prior approval by SR at GM required if paid-up capital of Co is Rs.10 Cr or more OR the transaction with RP does not exceed such sum, as may be prescribed (The word "not" is mis-placed in Section). The limits for clauses (a) to (e) as per rules are prescribed as 25% of annual Turnover or 10% of Net worth of Co as per last audited FS Interested member not to vote on SR – (issue for some Co's) Disclosure in board report required along with appropriate justification for RPT Section exempts: Any transaction entered by company in its ordinary course of business other than transactions which are not an arm's length basis Nilesh S Vikamsey Companies Act, 2013 35 Related Party Transaction 1956 Act 2013 Act • Limited scope of transactions and persons covered under Co Act (S. 297) • Enhanced scope of transactions • Enhanced scope of related parties to include KMP and relatives, directors with certain shareholding, persons in • Prior approval of CG required in advisory capacity (other than case paid-up capital exceeds INR 10 professional advice) to board million (INR 1 crore) • Prior approval of shareholders by SR if: • paid-up capital exceeds Rs 10 Cr • Trx exceeding higher of 25% of T/O or 10% of N/W as per last audited FS • Appointment exceeding Remuneration of Rs 2.5 Lac pm • Underwriting remuneration etc exceeding 1% of networth • No member shall vote if he is related party Nilesh S Vikamsey Companies Act, 2013 36 Related Party Transactions …cont'd Following transactions are covered u/s 188 a) b) c) d) e) f) g) sale, purchase or supply of any goods or materials; selling or otherwise disposing of, or buying, property of any kind; leasing of property of any kind; availing or rendering of any services; appointment of any agent for purchase or sale of goods, materials, services or property; such related party's appointment to any office or place of profit in the company, its subsidiary company or associate company; and (Rs 2.5 Lakh per month or more) underwriting the subscription of any securities or derivatives thereof, of the company (remuneration not more than 1% of networth) Nilesh S Vikamsey Companies Act, 2013 37 "Related Parties"- Defined Term Related Parties 2013 Act 1956 act KMP or his relative Senior Management of the Co. (All members of management 1 level below the executive directors, including the functional heads)- as per rules A firm in which such director, manager or relative is a partner Yes Yes No No Yes Some changes Public co. in which a director or manager is a director Yes No Holding, subsidiary , fellow sub. or an associate co. along with their directors & relatives, their KMPs & relatives, their Senior management Yes No Nilesh S Vikamsey Companies Act, 2013 38 "Related Parties"- Defined Term Related Parties 2013 1956 Act act Public co. in which a director or manager is a Director Yes holds along with his relatives, > 2% of its paid-up S/C Some changes Any person on whose advice, directions or Yes instructions a director or manager is accustomed to act, unless advice is given in a professional capacity Some changes Body corporate whose BoD's, MD or manager is Yes accustomed to act in accordance with the advice, directions or instructions of a director or manager unless advice is given in a professional capacity Some changes Nilesh S Vikamsey Companies Act, 2013 39 Section 2(77) Rule Change in Definition - (Relative) Act 2013 Act 1956 Act 2013 Act 1956 Members and HUF Y Y Husband and wife Y Y Father (including stepfather) Y Y Mother (including stepmother) Y Y Father's father N Y Mother's father N Y Father's mother N Y Mother's mother N Y Son (including stepson) Y Y Daughter (NOT MENTIONED including step-daughter) Y Y Son's wife Y Y Daughter's husband Y Y Sons's son/ daughter N Y Daughter's son daughter N Y Son's son's wife N Y Daughter's son's wife N Y Son's daughter's husband N Y Daughter's daughter's husband N Y Brother Y Y Sister Y Y Nilesh S Vikamsey Companies Act, 2013 40 RPT: Disclosure Requirements What has changed? Boards' report to capture RP arrangement – this was not required as per the old act Boards' report shall also capture the justification of undertaking such RPT Sec 186 disclosure around loans, investments etc now through the 'FS' – earlier through 'register' (Sec372 A) Nilesh S Vikamsey Companies Act, 2013 41 Loan to Directors Nilesh S Vikamsey Companies Act, 2013 42 Exemptions etc… Withdrawn…. Loan etc to Directors Etc… (Notified on 12th September 2013) Sec. 295 • Applicable only to Public Co.'s Sec. 185 • Now Applicable to Private Co.'s also Section 295 exempted Pvt Limited Companies; new Act does not Under the existing act, prohibited loans/guarantees can be made with the approval of CG, Under the new act no provision for giving loan even with CG permission Loans from holding company to subsidiary not exempted by Section. However Rule has given exemption. Nilesh S Vikamsey Companies Act, 2013 43 Exemptions etc… Withdrawn…. Cont'd Exemptions given under Rule 10(1) – Chapter XII a) Loan by Holding Co. to Wholly Owned Subsidiary (WOS) or guarantee or security provided by a holding company in respect of any loan made to its WOS is exempted b) Rule 10 (2) Any guarantee given or security provided by a holding company in respect of loan made by any bank or FI to its subsidiary company is exempted c) Provided loans made under 10 (1) & (2) are utilised by subsidiary for its principle business activities. Only exceptions in Sec 185: loan given to MD or WTD if such loan is in accordance with the terms of services extended to all employees or is approved by shareholders by SR Loans etc. given in ordinary course of its business (conditions apply) Nilesh S Vikamsey Companies Act, 2013 44 Exemptions etc… Withdrawn…. Cont'd Consequences of non-compliance: Fine to Company - Rs 5 Lakh to Rs 25 Lakh Fine to Director or other person - Rs 5 Lakh to Rs 25 Lakh or Imprisonment upto Six months or Both Unlike in Sec. 295, the exemption from imprisonment, if loan is repaid fully, is not there in Sec. 185 Nilesh S Vikamsey Companies Act, 2013 45 Exemptions etc… Withdrawn…. Cont'd Under sec. 185 "person in whom Director is interested" means: (the list is same as in Section 295 of 1956 Act) Any Director of lending Co or of Holding Co Any partner or relative of any such Director Any firm in which any such Director or relative is partner Any PVT Co of which any such Director is Director or Member Any Body Corporate of which 25% or more of total voting power is exercised/controlled by any such Director(s) Any Body Corporate the BoD or MD whereof is accustomed to act in accordance with directions/instructions of BoD or of any Director(s) of lending Company Nilesh S Vikamsey Companies Act, 2013 46 S. 185 – Discussion in Select Committee Pg 67; Suggestion Comments of Ministry This clause corresponds to section 295 of existing Act. However, section 295(2) seems to have been inadvertently overlooked. Such exemption is necessary. A holding and subsidiary company are in substance one entity and consolidated financials ensure that all their transactions with third parties are accounted and disclosed. Consequently, it is necessary to give freedom to companies to deal with their subsidiaries as if they are mere divisions of the company. The Irani Committee on new Company Law (2005) had made following recommendations in connection with restrictions for loans to be made to directors :- ―5.1 Generally the directors should not be encouraged to avail of loans or guarantees from companies. They should be allowed remuneration or sitting fees only. In case company decides so, loans to directors should be allowed only when company by special resolution approves such loans. Disclosures to be made to shareholders, through the explanatory statement, should be specified in the rules. It should be open to a company to formulate schemes (such as Housing Loan Schemes) for the benefit of Executive Directors. Once such schemes are approved by the shareholders by special resolution, loans under such schemes may be allowed to eligible directors, without again going to shareholders for approval.‖ (b) The provisions proposed in the Companies Bill, 2011 are in accordance with above recommendation and were similarly included in the Companies Bill, 2009. Nilesh S Vikamsey Companies Act, 2013 47 Restrictions on Inter- Company Loan and Investments Nilesh S Vikamsey Companies Act, 2013 48 Exemptions etc… Withdrawn…. Cont'd Intercompany Investments and Loans Sec. 372A • Applicable only to Public Co.'s Sec. 186 • Now Applicable to Private Co.'s also Changes: Exemption in case of loan by Holding Co to WOS also withdrawn in section Now under Rule 11 of Chapter XII Loan or guarantee given or security provided by Holding Co. to Wholly Owned Subsidiary Co. or JV or acquisition of securities of Wholly Owned Subsidiary (WOS) --Prior S.R. Not Required Under the existing act, no loan shall be given at a ROI lower than the prevailing bank rate being the standard rate made public under section 49 of the Reserve Bank of India Act, 1934 As per the new provision of the Act, no loan shall be given at a ROI lower than the prevailing yield of 1 year, 3 year, 5 year, or 10 year G-Sec cloest to the tenor of the loan Nilesh S Vikamsey Companies Act, 2013 49 Exemptions etc… Withdrawn…. Cont'd Additional disclosure in financial statements- full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security 186(1) Restriction on layers of, Investment subsidiaries to two layers except for subsidiaries outside India or if required by law 186 (2)- No company shall directly or indirectly — (No change) (a) give any loan to any person or other body corporate; (b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and (c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding 60% of its paid-up S/C, free reserves and S.P account or 100% of its free reserves and S.P account, whichever is more If exceeds the limits then prior approval by S.R in G.M shall be necessary Nilesh S Vikamsey Companies Act, 2013 50 Subsidiaries & Associates Nilesh S Vikamsey Companies Act, 2013 51 Subsidiary Company-Section 2(87)-notified Subsidiary company in relation to any other company (that is to say the holding company), means a company in which the holding company— (i) controls the composition of the Board of Directors; or (ii) exercises or controls more than one-half of the total share capital either at its own or together with one or more of its subsidiary companies: The term 'subsidiary company' has been defined with reference to words "total share capital" instead of "total voting power" Rule 2(r) for Section 2(6) & 2(87) Total Share Capital means Paid up Share Capital + Convertible Preference Share Capital Nilesh S Vikamsey Companies Act, 2013 52 Subsidiary Company-Section 2(87) Subsidiary shall include associate and joint venture 2(87): Provided that such class or classes of holding companies as may be prescribed shall not have layers of subsidiaries beyond such numbers as may be prescribed (rules are silent) Section 186(1) restricts layers of Investment Subsidiary up to 2 except in case of: a company from acquiring any other company incorporated in a country outside India if such other company has investment subsidiaries beyond 2 layers as per the laws of such country a subsidiary co. from having any investment subsidiary for the purposes of meeting the requirements under any law or under any rule or regulation framed under any law for the time being in force Nilesh S Vikamsey Companies Act, 2013 53 Associate Company - Section 2(6) - notified Associate Company means a company in which other company has significant influence and is not a subsidiary of other company and includes JV Significant influence means control of at least 20% of total S/C, or of business decisions under an agreement The term 'Associate Company .' is defined to include 'joint venture' also & both terms also refer to 'Total Share Capital' instead of 'Voting Power' Further vide explanation to section 129(3) it is provided that for purpose of 'consolidation' the word 'subsidiary' shall include 'an Associate' or 'JV' Nilesh S Vikamsey Companies Act, 2013 54 Associate Company - Section 2(6) - notified AS-23 makes holding of 20% or more of voting power as rebuttable presumption that company is an 'Associate' The combined reading of these provisions give rise to conflict as to consolidation of 'Associate' & 'JV' & manner thereof However, the rule 9.4 attempts to remove the ambiguity w.r.t. to Consolidation and clarifies that Consolidation of FS shall be made in accordance with the Accounting Standards Nilesh S Vikamsey Companies Act, 2013 55 Restrictions on Acceptance of Deposit Nilesh S Vikamsey Companies Act, 2013 56 Acceptance of Deposits Acceptance of Deposits Manufacturing, Trading, services & Other companies Banks, NBFC & Housing Finance Company registered with National Housing Bank Chapter V & Rules by CG in consultation with RBI (Sec 73 to 76) Nilesh S Vikamsey Rules by RBI & National Housing Bank Act, 1987 Companies Act, 2013 57 Acceptance of Deposits [Chapter V Companies (Acceptance of Deposit) Rules, 2014] 1. Amounts from directors will not amount to deposit provided declaration that amount is not being given from borrowed funds 2. Deposit from any other Company 3. amount brought in by the promoters of the company on the stipulation of any lending financial institution or a bank 4. All Companies (other than Eligible Company) from members can accept deposit up to 25% of paid up share capital & free reserves • Co.'s can (including private Co.'s excluding banks & NBFC) subject to the passing of resolution in GM & such rules as may be prescribed in consultation with the RBI accept deposits from its members if the following conditions are fulfilled: Issuance of circular to members containing financial position, credit rating, details of past deposits still not repaid & other particulars Nilesh S Vikamsey Companies Act, 2013 58 Acceptance of Deposits Files copy of circular with ROC in 30 days maintenance of 15% liquid deposits on Deposits maturing during the year & next year deposit insurance- < Rs 20000, full amount, > Rs 20000, not less than Rs 20000 Details of security, if any proposed to be given Appointing one or more deposit trustees in case of Secured Deposits—Rules of Appointment & duties Certify that the co. has not defaulted in repayment of deposits 5. Eligible Company • Criteria for Eligible company Public Company - N/W >=100cr, T/O >= 500cr, Prior Consent in GM by SR filed with ROC / RBI as the case may be Nilesh S Vikamsey Companies Act, 2013 59 Acceptance of Deposits Conditions:• Deposit from members should not exceed 10% of paid up share capital and free reserves • Other Deposits should not exceed 25% of paid up share capital and free reserves • Issue advertisement in Newspapers • If inviting Public Deposit shall upload a copy of the circular on its website, if any • government companies, deposit should not exceed 35% of paid up share capital and free reserves • Interest rate or brokerage for all deposits from members by eligible company not to exceed the rule prescribed by RBI for NBFC Nilesh S Vikamsey Companies Act, 2013 60 Acceptance of Deposits Section 76- Public Company can accept deposits if: a • compliance with section 73(2) i.e. circular & rules framed by CG in consultation with RBI • Credit rating of at least "adequate safety" and set it every year • Incase of secured deposits create charge or assets to the extent of deposit accepted within 30 days Transitional provision for repayment of existing deposit (Sec. 74) File Statement with ROC in 3 months containing details of Deposit unpaid, interest payable, & arrangements for repayment • Repayment within 1 year or maturity whichever is earlier & statements of O/s deposits to be filed with RoC within 3 months) • Tribunal can give further time for repayment Nilesh S Vikamsey Companies Act, 2013 61 Acceptance of Deposits… Cont'd Deposit will include, inter alia, as per rules: a) Share application money outstanding beyond 60 days and such application money/ advance is not refunded within 15 days advances received for supply of goods or provision of services outstanding beyond 365 days c) advances from buyers of immovable property provided advance is adjusted against property. If (b) & (c) refundable due to lack of approvals, then it is to be considered as deposit. b) Nilesh S Vikamsey Companies Act, 2013 62 Acceptance of Deposits… Cont'd Punishment On failure to repay the deposit or part thereof or any interest thereon within the time specified: • Repayment of deposit and interest • Fine not less than Rs 1crore which may extend to Rs 10 crore • Officer in default -imprisonment which may extend to seven years or fine not less than Rs 25 lacs to Rs 2 crores, or with both Damages for fraud- Deposit accepted with intend to defraud depositors: • Officer responsible to be personally liable, without any limitation of liability for all the losses or damages incurred by the depositor Nilesh S Vikamsey Companies Act, 2013 63 ACCOUNTS OF THE COMPANY Nilesh S Vikamsey Companies Act, 2013 64 Definitions – Financial Statements [Section 2(40)]- notified Balance Sheet P&L Account OR Income & Expenditure Account Cash Flow Statement Statement of changes in equity, if applicable Any other explanatory note Nilesh S Vikamsey "Financial Statements" include 'cash flow statement' in case of all companies except 'OPC' and 'Small Companies' as against the provisions of AS-3 which applies only to SMC's Included in Financial Statements Act 2013 Act 1956 SFS Schedule III Schedule VI CFS As per Schedule III applicable Not specified to the Comp Additional Discourses Companies Act, 2013 65 Turnover Section 2(91) Turnover means the aggregate value of the realization of amount made from the sale, supply or distribution of goods or on account of services Reference to the other sections (eg.) Sec 2(85) : Small Company Sec 76 : Acceptance of deposits from public Sec 135 : Corporate Social Responsibility • • Whether adjustment needed for opening and closing trial balances Any impact on preparation of financial statements Nilesh S Vikamsey Companies Act, 2013 66 Definitions – Section –2(27)- notified A person or persons acting individually or in concert, Control shall include; Right to appoint majority of the directors Control the management or policy decisions exercisable by: Directly or indirectly, Including by virtue of their shareholding or Management rights or Definition in line with the definition given in SEBI Regulations 2011 Shareholders agreements or Voting agreements Nilesh S Vikamsey Companies Act, 2013 67 Consolidated Financial Statements (CFS) What were the provisions of the Companies Act, 1956 w.r.t to CFS ? No Provision What does the Listing Agreement say ? (Clause no. 41) Holding Co. may submit quarterly and year to date consolidated financial results to the stock exchanges It is mandatory for the Holding Co. to submit annual audited consolidated financial results/statements to the stock exchanges What does the Companies Act, 2013 say?(Sec129) Holding Co. to prepare CFS in addition to Stand alone financials Earlier such requirement for only listed company, now it is applicable to all (private or public) if they have any subsidiary company Moreover, Subsidiary is defined to include Associate and Joint Venture for the purpose of CFS Nilesh S Vikamsey Companies Act, 2013 68 CFS….cont'd CFS to be prepared by the Holding Co. in the same form and manner, as that of its own Issues: • different GAAPs followed in foreign subsidiaries • different reporting formats followed in (i) foreign subsidiaries, (ii) different sectors, e.g. insurance banking etc.. CFS to be circulated to members & shall also be laid before A.G.M. of the Holding Co. Therefore, Auditor's report on CFS will have to be addressed to members Currently clause 32 of Listing Agreement required listed companies to prepare and publish CFS but same was not required to be laid before AGM for approval Proviso to Section 129(3)-Holding Co. to attach with its financial statement, a separate statement containing the salient features of the financial statement of its subsidiaries, in to be prescribed form Nilesh S Vikamsey Companies Act, 2013 69 CFS….cont'd The Act does not contain any provision which corresponds to provisions of Section 212 of the 1956 Act and it appears that details required to be given in respect of subsidiary co.'s u/s 212 are dispensed with Old section 212 required attachment of FS, BoD 's report, auditor's report, statement of holding co.'s interest in subsidiary company. Unlike section 212 there is no requirement for reporting developments during period comprising different accounting years and no reporting on non-availability of information Schedule III (earlier Sch VI) contains separate "general instructions' in relation to CFS and requires disclosure of a statement of particulars to be given as part of CFS Minority Interest in CFS Balance Sheet to be shown separately from Equity of Parents Nilesh S Vikamsey Companies Act, 2013 70 CFS….cont'd In Consolidated Financial Statements, the following shall be disclosed by way of additional information: Name of the Entity in the Net Assets i.e. total assets minus total liabilities As % of Consolidated net assets Amount Share in profit or loss As % of Consolidated profit or loss Parent Subsidiaries Indian Foreign Minority Interest in all Subsidiaries Associates (Investment as per the equity method) Indian Foreign Joint Venture (as per proportionate consolidation/ investment as per the equity method) Indian Foreign Nilesh S Vikamsey Companies Act, 2013 71 Amount CFS….cont'd For the first time, Consolidated Financial Statements (CFS) are accorded recognition under Corporate Law; in fact, where a company has subsidiary and/or joint venture and/or an associate, the Act provides for mandatory preparation of CFS Section 136 is drafted in manner to require every company whether listed or not, but having subsidiary/ies to place on their website, if any separate audited accounts of subsidiary All Companies (whether listed or unlisted and whether public or private) having subsidiary or Associate or JV would have to prepare and present CFS Management and auditors of Private & Unlisted Public Companies need to gear up to meet this requirements of CFS Nilesh S Vikamsey Companies Act, 2013 72 Section 2(87) Holding – Subsidiary Company Equity Shares (Voting) Convertible Total Preference Shares Total Share Capital of X Ltd. (all FV Rs. 10) Nos. 10,000 5,000 15,000 Investments by Y Ltd. in Share Capital of X Ltd. (all FV Rs. 10) Nos. 6,000 500 6,500 60.00% 10.00% 43.33% % of Ownership Whether X Ltd. is subsidiary of Y Ltd. Nilesh S Vikamsey Act 2013 AS 21 No Yes Companies Act, 2013 73 Financial Year Section 2(41) Particulars Act 2013 Act 1956 Financial Year • Period ending 31st March of the year • Transitional period of 2 years for existing companies • Applicable to all companies except foreign holding or subsidiary companies which requires – 1. Compulsory consolidation outside India; and 2. With prior approval of Tribunal Period for which profit & Loss account placed before AGM FY Period (except 1st FY of incorporation) • • • Nilesh S Vikamsey 12 months Can not be less or more than 12 months Companies Act, 2013 • Normally it cannot exceed 15 months Can extend it to 18 months, after getting permission from the registrar 74 Maintenance & Preservation of Books of Accounts What does the Companies Act 1956 say ? (Section 209) The Act is silent on maintenance of accounts in electronic form Preservation of accounts were required for a period not less than 8 years immediately preceding the current year What does the Companies Act, 2013 say ? (Section 128) The Act seeks to permit maintenance of accounts in electronic form The Act provides where investigation is ordered in respect of a company, the Central Government may direct that accounts may be kept for such longer period as it thinks fit. (Otherwise 8 years) The other provisions pertaining to (i) maintenance of accounts under accrual method (ii) Description of Books of Account (iii) Format of disclosure of FS [Schedule III – earlier Schedule VI] etc have been, more or less, retained in same manner Nilesh S Vikamsey Companies Act, 2013 75 Depreciation • S. 350 & Sch XIV read with AS 6 • Schedule II provides useful Lives of assets and no rates (SLM or WDV) • 95% of original cost to be depreciated over specified period • The balance of WDV to be depreciated as per provisions of this schedule • Low value items - fully depreciated • No provision for low value items or rates for intangibles • Separate rates for Intangibles/electricity companies/EST etc • Schedule Rates for some items like Building, Furniture etc are different Carrying value of FA to be depreciated over the remaining revised useful life of the asset Companies Act, 2013 Nilesh S Vikamsey 76 Depreciation Some significant Changes: Asset Rate of Depreciation1956 Act Rate converted to years-1956 Act Useful Life2013 Act Longer life/ (Shorter life) Continuous Process Plant 5.28 18 25 7 General Plant & Machinery 4.75 20 15 (5) General Rate for furniture & fittings 6.33 15 10 (5) Electrically Operated Vehicles 7 13.57 8 (5.57) 16.21 5.86 3 (2.86) 9.5 10 8 (2) Computer Furniture & fittings used in hotels etc… Nilesh S Vikamsey Companies Act, 2013 77 Depreciation Some significant Changes: Asset Rate of Depreciation1956 Act Rate converted to years-1956 Act Useful Life2013 Act Longer life/ (Shorter life) Building (other than factory building) other than RCC frame structure) 1.63 61.35 30.00 (31.35) Bridges 1.63 61.35 30.00 (31.35) • • • • If useful life or residual value is different for Schedule II, Justification to be disclosed Component accounting under Note 4 Extra Shift depreciation higher – 50% Triple Shift - 100% Nilesh S Vikamsey Companies Act, 2013 78 Schedule II Amortization – Intangible Assets Act 2013 ⁻ Depreciation includes amortization [Part A(2) to the schedule II of the Act, 2013] ⁻ Pre Revised Schedule II -Amortization as per AS 26 except Toll Road under BOOT or BOT or other form of PPP where revenue based amortisation is permitted as explained. Nilesh S Vikamsey Companies Act, 2013 79 DEPRECIATION /AMORTIZATION Schedule II DEPRECIABLE AMOUNT OF AN ASSET ACT 1956: DEPRECIATION TO BE PROVIDED ON THE BASIS OF HISTORIC COST , BEFORE DECLARATION OF DIVIDEND AND MANAGERIAL RENUMERATION ACT 2013: DEPRECIABLE AMOUNT IS THE COST OF AN ASSET, OR OTHER AMOUNT SUBSTITUTED FOR COST ,LESS RESIDUAL VALUE [ NOTE 5 TO PART C OF SCHEDULE II] ICAI GN ON "TREATMENT OF RESERVES CREATED ON REVALUATION OF FIXED ASSETS" Issues : • Whether GN is still applicable? • Amount standing to the credit of Revaluation Reserve Nilesh S Vikamsey Companies Act, 2013 80 Schedule II Depreciation / Amortization Act 2013 Useful Life Tangible Assets: Useful Life of assets based on class of components Intangible Assets : As per AS Transactional Provisions Act 1956 • 95% of cost to be depreciated at the rates specified in Schedule XIV (SLM or WDV) • AS 6 UoP Method Allowed Not allowed (MCA Circular) Depreciable Amount Cost or amount substituted for cost Cost Component Accounting Mandatory Optional Separate rates not prescribed Double Shift : Increase by 50% Triple Shift : Increase by 100% Separate rates specified No specific requirement 100% Extra Shift Assets less than Rs. 5,000 Nilesh S Vikamsey Companies Act, 2013 81 DEPRECIATION / AMORTISATION Component Accounting Schedule II ACT 2013 1. WHERE COST OF ANY PART OF THE ASSET IS SIGNIFICANT TO THE TOTAL COST OF THE ASSET AND USEFUL LIFE OF THAT PART IS DIFFERENT FROM THE USEFUL LIFE OF THE REMAINING ASSET, USEFUL LIFE OF THAT SIGNIFICANT PART TO BE DETERMINED SEPARETLY PARA 8.3 OF AS 10- OPTION TO FOLLOW SIGNIFICANT CHANGE IN ACCOUNTING FOR REPLACEMENT COST. Issues : • Prescribed useful life for the whole assets then how component accounting will work for class C companies to the Schedule II • Identification of significant component cost thereof • Assets capitalized before enactment of Act 2013, core part is now due for replacement Nilesh S Vikamsey Companies Act, 2013 82 Schedule II Depreciation / Amortization Transitional Provision Note 7, Part C, Schedule II "From the date this schedule comes into effect, the carrying amount of the assets as on that date – (a) Shall be depreciated over the useful life of the assets according to the Act, 2013 (b) after retaining the residual value, shall be recognized in the opening balance of retained earnings where the remaining life is nil" No transitional provisions Examples Useful Life (Years) Actually used (Years) Treatment of remaining carrying value Schedule XIV (1956) Schedule II (2013) 58 30 30 Retained Earning 58 30 29 Statement of Profit & Loss Impact on EPS Nilesh S Vikamsey Companies Act, 2013 83 Free Reserves & Net worth - notified Section 2(43): Reserves which are as per the latest audited balance sheet of a company available for distribution as dividend Following shall not be treated as free reserve: (i) any amount representing unrealized gains, notional gains or revaluation of assets, whether shown as a reserve or otherwise,or (ii) any change in carrying amount of an asset or of a liability recognized in equity, including surplus in profit and loss account on measurement of the asset or the liability at fair value Section 2(57): net worth means the aggregate value of the paid-up S/C and all reserves created out of the profits and S.P. account, after deducting the aggregate value of the accumulated losses, deferred expenditure & miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation Nilesh S Vikamsey Companies Act, 2013 84 SEC 2(43) FREE RESERVES Section 2(43) REFRENCE TO OTHER SECTIONS: SEC 63 – ISSUE OF BONUS SHARES SEC 68 – BUY BACK OF SHARES SEC 69 – TRANSFER TO CRR SEC123 – DECLARATION OF DIVIDEND SEC 180 – BORROWING POWER LIMIT SEC186 – LOANS AND INVESTMENTS Whether adjustment needed for : • AS 11 – Gain accounted on restatement • AS 15 – Fair Value of plan assets • AS 19 – Initial Recognition of assets taken on financial assets • AS 26 – Recording of an intangible asset, acquired in exchange for shares or other securities, at fair value Nilesh S Vikamsey Companies Act, 2013 85 Bonus Share-Revaluation Reserve Earlier, no provision on issue of bonus shares by Companies except Table A mentions about capitalization of profits and reserves; but it does not specially prohibit capitalization of revaluation reserve Listed entities- SEBI regulates issue of Bonus shares Guidance note issued by ICAI- company is not permitted to issue bonus shares out of revaluation reserve In Bhagwati Developers Vs peerless General finance and Investment Co. (2005), SC held that and unlisted company can issue bonus share out of revaluation reserve Act 2013 Section 63 - A company may issue fully paid-up bonus shares to its members, in any manner whatsoever, out of— (i) its free reserves; (ii) the securities premium account; or (iii) the capital redemption reserve account: Provided that no issue of bonus shares shall be made by capitalizing reserves created by the revaluation of assets Rule 4.12 - A company cannot subsequently withdraw the decision of board recommending issues of bonus shares Nilesh S Vikamsey Companies Act, 2013 86 Bonus Shares (Section 63) Pre-condition for issue of Bonus share - No company shall capitalize its profits or reserves for the purpose of issuing fully paid-up bonus shares, unless— it is authorized by its articles; it has, on the recommendation of the Board, been authorized in the general meeting of the company; it has not defaulted in payment of interest or principal in respect of fixed deposits or debt securities issued by it; it has not defaulted in respect of the payment of statutory dues of the employees, such as, contribution to provident fund, gratuity and bonus; the partly paid-up shares, if any outstanding on the date of allotment, are made fully paid-up; it complies with such conditions as may be prescribed bonus shares shall not be issued in lieu of dividend Nilesh S Vikamsey Companies Act, 2013 87 Section 52(2) & (3) Utilization of Securities Premium Act 2013 Prescribed class of Companies Act 1956 Others Issue of fully paid equity shares as bonus shares Y Y Y Issue of fully paid preference shares as bonus shares N Y Y Writing off preliminary expenses N Y Y Y N N Y Y Y Y Y Y Writing off the expenses of, or the commission paid or discount allowed on • Equity Shares • Preference Shares • Debentures Nilesh S Vikamsey Companies Act, 2013 88 Utilization of Securities Premium Act 2013 Providing for premium payable on redemption of • Preference Shares • Debentures Buy-back of its own • Securities • Shares or other specified securities Nilesh S Vikamsey Act 1956 Prescribed Class of Companies Other N Y Y N Y Y - - Y [Sec 77(1)] Y Y Companies Act, 2013 89 Reopening / Revision of Accounts What does the Companies Act, 1956 say ? No specific provision relating to reopen the accounts of the company What does the Companies Act, 2013 say? (Section 130 & 131) A company shall re-open its books of account and recast its financial statements, only if an application in this regard is made by the Central Government, the Income-tax authorities, the Securities and Exchange Board, any other statutory regulatory body or authority or any person concerned and an order is made by a court of competent jurisdiction or the Tribunal to the effect that— (i) the relevant earlier accounts were prepared in a fraudulent manner; or (ii) the affairs of the company were mismanaged during the relevant period, casting a doubt on the reliability of financial statements Nilesh S Vikamsey Companies Act, 2013 90 Reopening /Revision of Accounts…. Cont'd The court or the Tribunal, as the case may be, shall give notice to the C.G, the IT authorities, the SEBI or any other statutory regulatory body or authority concerned and shall take into consideration the representations, if any, made by that Government or the authorities, Securities and Exchange Board or the body or authority concerned before passing any order under this section The accounts so re-casted or revised shall be final Section 131 provides that it is also possible for the BoD to revise the financial statements or Board's report for any of the 3 previous financial years if they find that the statement and / or the report is not in accordance with the requirement of Section 129 or 134 The Board will seek approval of Tribunal for the same and before giving approval the tribunal shall give notice to the Government and the Income tax Department and invite their comments Nilesh S Vikamsey Companies Act, 2013 91 Reopening of Accounts / Revision…. Cont'd Authorities such as SEBI, RBI, IRDA etc have not been mentioned in the Act Such revision can be made only once in a financial year The board shall give the detailed reasons for revision to the members and send revised copies to members and RoC. The revised financial statements shall be approved by members in general meeting Strict interpretation of the new provision would, mean that any revision/ reopening of F.S. would now, solely, be permitted through a court/ Tribunal driven process, wherein an application to this effect would need to be filed by either one of the specific classes of applicants mentioned and that too limited to the earlier discussed 2 grounds No time-limit prescribed for reopening and revising the accounts or FS consequent to Court or tribunal order Nilesh S Vikamsey Companies Act, 2013 92 Section 130 and 131 Re-Opening and Revision Re-opening of Accounts Revision of Financial Statements Coverage Accounts FS and BR Application by CG, IT Authority, SEBI, or other statutory body or authority or any person concerned By directors [Rules by BOD] Period Not specified 3 preceding financial years Order/ Approval by Tribunal or Court of competent jurisdiction Tribunal Triggering Events • Accounts were prepared in fraudulent manner • Doubt on reliability of FS due to mismanagement Non Compliance related to: • SFS and CFS (Sec. 129) • Board Report (Sec. 134) Nilesh S Vikamsey Companies Act, 2013 93 Section 130 and 131 Re-opening and Revision Rules • Majority directors or auditors have changed • Company shall disclose such facts in the application • Tribunal will issue notice and hear such auditor • General Meeting to be called in which summarized statement of revision effected, Copy of Tribunal Order, Revised FS, Statement of Directors and auditors, Revised auditor's report on the revised FS placed for consideration and adoption of revised FS. • The revision shall be reported upon by the auditor who is presently holding the position of auditor. • The proposed revision shall be presented to the directors and auditors who authenticated the original FS and reports. • Revised FS or report of the Board shall be signed as required u/s 134 Nilesh S Vikamsey Companies Act, 2013 94 DEBENTURES Section 2(30) ACT 2013 DEBENTURES INCLUDE DEBENTURE STOCK,BONDS OR ANY OTHER INSTRUMENT OF COMPANY EVIDENCING A DEBT, WHETHER CONSTITUTING CHARGE ON ASSTS OF COMPANY OR NOT CREATION OF DRR OUT OF PROFITS OF THE COMPANY AVAILABLE FOE PAYMENT OF DIVIDEND AND THE AMOUNT CREDITED TO SUCH ACCOUNT TO BE UTILIZED ONLY FOR REDEMPTION OF DEBENTURES ACT 1956 [SEC2(12)] "DEBENTURE" INCLUDES DEBENTURE STOCK , BONDS AND ANY OTHER SECURITIES OF A COMPANY,WHETHER CONSTITUTING A CHARGE ON THE ASSESTS OF THE COMPANY OR NOT Whether ICD would be treated Debentures? If yes, Debenture Redemption Reserve [Sec 71(4)]? Nilesh S Vikamsey Companies Act, 2013 95 AUDIT & AUDITORS Nilesh S Vikamsey Companies Act, 2013 96 Definitions - Auditing Standards – 2(7) Auditing Standards means the standards of auditing or any addendum thereto for companies or class of companies referred to in Clause 143 (10); (Clause 143(10) - The CG may prescribe the standards of auditing or any addendum thereto, as recommended by the ICAI, in consultation with and after examination of the recommendations made by the National Financial Reporting Authority ) The Standards on Auditing (SA) formulated by ICAI are in sync with International Standards on Auditing (ISA) with minor differences. The SA to be formed or recommended by NFRA may also need to be on the lines of best international practices Appropriate documentation evidencing the work done & procedures (planning, control testing, substantive & analytical etc.) performed, review, QC & visibility of process leading to conclusion culminating in Audit Report, Management Letter, ACP etc. will be required to establish the compliance of auditing standards Nilesh S Vikamsey Companies Act, 2013 97 Appointment of Auditors Where a co. is required to constitute an AC under section 177, all appointments, including the filling of a casual vacancy of an auditor under this section shall be made after taking into account the recommendations of such committee Before appointment of auditor u/s 139(1), as per the proviso to rule 3.1, the audit committee, or the Board if there in no audit committee, shall consider the order or pending proceedings relating to professional matter of conduct against the proposed auditor before the Institute of Chartered Accountants of India or competent authority or any Court Nilesh S Vikamsey Companies Act, 2013 98 Rotation of Auditors What does the Companies Act, 1956 say ? No provision relating to rotation of auditors What does the Companies Act, 2013 say ? [Section 139(2)] Listed company and all other companies** excluding OPC and small co.'s a) an individual as auditor for more than 1 term of 5 consecutive years; and b) an audit firm as auditor for more than 2 terms of 5 consecutive years **Other Companies: (a) unlisted public companies having paid up share capital of rupees 10 crore or more; (b) private limited companies having paid up share capital of rupees 20 crore or more; (c) companies having paid up share capital of below threshold limit mentioned in (a) and (b) above, but having public borrowings from financial institutions, banks or public deposits of rupees 50 crores or more Nilesh S Vikamsey Companies Act, 2013 99 Rotation of Auditors Provided that— (i) an individual auditor who has completed his term of 5 years, not to be re-appointed as auditor in the same co for 5 years from the completion of his term (ii) an audit firm which has completed its 2 terms of 5 years, not to be reappointed as auditor in the same company for 5 years from the completion of such term Provided further that as on the date of appointment no audit firm: (a) having a common partner or partners to the other audit firm; (b) whose tenure has expired in a co. in the immediately preceding the financial year; (c) shall not be appointed as auditor of the same company for a period of 5 years Nilesh S Vikamsey Companies Act, 2013 100 Rotation of Auditors 2nd Proviso to Section 139(2)- Existing companies have to comply with the requirements within 3 years from the date of commencement of the Act Rules clarifies that, in case of an auditor (whether an individual or audit firm), the period for which he or it has been holding office as auditor prior to the commencement of the Act shall be taken into account in calculating the period of five consecutive years or ten consecutive years, as the case may be Nilesh S Vikamsey Companies Act, 2013 101 Qualifications of Auditors Section 141(3)(d) prohibits a person to be eligible for appointment as auditor if:- Person/Partner is holding any security of or interest in the co. or its subsidiary, or of its holding or associate co. or a subsidiary of such holding co. A relative of such person or of Partner may hold securities of face value or interest in the co. not exceeding Rs 1000 or such higher amount as may be prescribed [Rule 10.7(1) prescribes limit of upto Rs. 1lac] Person/Relative/Partner is indebted / has given a guarantee or provided any security in connection with the indebtedness of any third person, or its subsidiary, to the co. or its holding or associate co. or a subsidiary of such holding co., except person or relative or partner who as per rule 10.7(2)(3), are exempted upto Rs. 1lac Nilesh S Vikamsey Companies Act, 2013 102 Disqualification (Securities or Interest / Indebtedness / Guarantee or Security) Section 141(3)(d) Hold Security or Interest in Co. Rule 10 FV exceeding Rs. 1 lakhs In the company A Person or his relative or partner Indebted to Co. / Subsidiary / Holding / Associate / Fellow Subsidiaries Rule 10.5 in excess of Rs. 5 lakhs Guarantee / Security of Third person Rule 10 in excess of Rs.1 lakhs To the company ; or Its subsidiary or holding; or associate company ;or A subsidiary of such holding company Disqualification as auditor In case of Securities - Auditors / Partners / cannot hold any security Nilesh S Vikamsey Companies Act, 2013 103 Subsidiary of associate company not covered Appointment of Internal Auditor By every Listed Co. By every Unlisted Public Co. & Private Company having Particulars Unlisted Public Company Private Company Paid up Share Capital > 50 Crores N.A. Turnover > 200 Crores > 200 Crores Outstanding loans or borrowings from banks or PFI > 100 Crores > 100 Crores > 25 Crores N.A. Outstanding Deposit Nilesh S Vikamsey Companies Act, 2013 104 Additional grounds for disqualification a person whose relative is a director or is in the employment of the company as a director or key managerial personnel a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor, if such persons or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies person who has been convicted by a court of an offence involving fraud and a period of ten years has not elapsed from the date of such conviction 141 (3) (i)any person whose subsidiary or associate company or any other form of entity, is engaged as on the date of appointment in consulting and specialised services as provided in section 144 Nilesh S Vikamsey Companies Act, 2013 105 Duties of Auditor – Internal Control & Fraud What does the Companies Act, 1956 say ? (Section 227) CARO required to report on internal control matter relating to the inventory, fixed assets and sale of goods and services CARO required to report of any fraud on or by the company has been noticed or reported during the year What does the Companies Act, 2013 say ? (Section 143) Auditor shall report that company has adequate internal financial controls system in place and the operating effectiveness of such controls If an auditor of a company, in the course of the performance of his duties as auditor, has reason to believe that an offence involving fraud is being or has been committed against the company by officers or employees of the company, he shall report the matter to the CG Nilesh S Vikamsey Companies Act, 2013 106 Duties of Auditor – Internal Control & Fraud within 30 days of his knowledge or information, with a copy to the audit committee or in case the company has not constituted an audit committee, to the Board The report shall be sent to the Secretary, Ministry of Corporate Affairs in a sealed cover by Registered Post with Acknowledgement Due or by Speed post followed by an email in confirmation of the same The report shall be on the letter-head of the Auditor and be signed by the Auditor with his seal and shall indicate his Membership Number The report shall be in the form of a statement as given in Form No. 10.3 Whether auditor has sought and received the information/explanations which he considers necessary for the purpose of audit Nilesh S Vikamsey Companies Act, 2013 107 Penal Provisions Violation by Auditor Section Description Fine/ Imprisonment Sections 140(2) On resignation by 140(3) auditor, he needs to intimate company and ROC or CAG 141(3) Disqualifications of auditors 143(12) Auditor not to render certain service Nilesh S Vikamsey Imprisonm ent - 141(4) 141(15) Companies Act, 2013 Minimum (Rs.) Maximum (Rs.) 0.5 Lac Vacation of office - 1 Lac 25 Lacs 108 Penal Provisions Violation by Auditor Fine/ Imprisonment Section Description Sections Unknowingly 139 Appointme nt of auditor 147(2) and 147(3) 143 Power and duties of auditor 144 Auditor not to render certain service 145 Auditor to sign audit report Nilesh S Vikamsey Knowingly/ Willfully with intention to deceive • Minimum Rs. • Imprisonment upto 1 25000 year; and • Maximum Rs. 5 Lac • Minimum fine Rs. 1 lac • Maximum fine Rs. 5 lac AND AND • Refund remuneration • Refund remuneration • Pay damages for • Pay damages for losses losses suffered due suffered due to to misleading misleading statement in statement in Audit Audit Report Report Companies Act, 2013 109 Matters to be stated in Audit Report As per section 143(3) read with rule 10.8, the auditor report shall also include their views and comments on the following matters whether, in his opinion, the F.S. comply with the AS observations or comments on financial transactions or matters having adverse effect on the functioning of the co. whether any director is disqualified from being appointed as a director u/s 164(2) any qualification, reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith Whether co. has adequate internal financial controls system and the operating effectiveness of such controls The effect of pending litigations on its financial position Provision for foreseeable losses, on long term contracts including derivative contracts Delay in depositing money into IEP Fund Nilesh S Vikamsey Companies Act, 2013 110 Removal of Auditors What does the Companies Act 1956 say? [Section 224 (5)] At a general meeting company can remove the auditors by passing a special resolution and after obtaining approval from the central government What does the Companies Act, 2013 say (Section 140) CG approval and SR required to remove auditor before his term The tribunal either suo motu or on an application by C.G or by any other concerned person, if satisfied that the auditor of a co. has, directly or indirectly, acted in a fraudulent manner or abetted or colluded in any fraud by, or in relation to, the co. or its directors or officers, it may, by order, direct the co. to change its auditors and the auditor shall not be eligible to be appointed as an auditor of any company for a period of 5 years from the date of passing of the order Nilesh S Vikamsey Companies Act, 2013 111 Resignation of Auditors What does the Companies Act, 1956 say ? No provision of filling any document with ROC on resignation What does the Companies Act, 2013 say ? (Section 140) The auditor who has resigned from the company shall file within a period of 30 days from the date of resignation, a statement in Form no 10.2 with the company and the Registrar, and in case of Government companies and Government controlled companies, the auditor shall also file such statement with the C&AG, indicating the reasons and other facts as may be relevant with regard to his resignation If the auditor does not comply with the above requirement, he or it shall be punishable with fine which shall not be less than Rs.50,000 but which may extend to Rs.5,00,000 Nilesh S Vikamsey Companies Act, 2013 112 One Person Company Small Company & Dormant Company Nilesh S Vikamsey Companies Act, 2013 113 New vehicle with limited liability to enter into Corporate framework Nilesh S Vikamsey Companies Act, 2013 114 One Person Company Definition: One Person Company (Section 2 (62)) - means a company which has only one person as a Member What is a One Person Company? As the name suggests, it means a company which has only one person as a member and where legal and financial liability is limited to the company only and not to that person (i.e. liability is limited) Benefits & Other provisions 1. FS - Cash flow statement not required 2. Nominee Clause in MOA - to maintain perpetual succession 3. Annual Returns to be signed by CS, or where there is no CS, by a director 4. Need not hold AGM Nilesh S Vikamsey Companies Act, 2013 115 Benefits & Other provisions for OPC 5. Inform ROC about every contract entered and recorded in the BOD's meeting minutes within 15 days of approval by BOD 6. Any business required to be done at AGM/GM by OR or SR, only member to commununicate to Co. and be entered in the minutes-book, signed and dated by member 7. In case of one Director on the board any business which is required to be done at BOD meeting, just enter the resolution of such director in the minutes-book and signed and dated by such director 8. OPC shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved Nilesh S Vikamsey Companies Act, 2013 116 Benefits & Other provisions …. Cont'd 9. File copy of FS adopted by member, along with all related documents, within 180 days from close of financial year 10.Individual deemed to be 1st director until directors are duly appointed by the member 11.If there are more than one director hold at least 1 meeting of the BOD's in each half of a calendar year with a min gap of 90 days b/w both meetings. 12.Terms of contract entered (except in ordinary course of business) by OPC limited by shares /guarantee with the sole member of the company who is also the director of the company, shall, except when it is in writing, be contained in a MOA or are recorded in the minutes of the 1st meeting of the BOD's held next after entering into contract Nilesh S Vikamsey Companies Act, 2013 117 Private Company Small Company [Section 2(85)] Turnover does not exceed Rs. 2 crores to 20 crores Paid up capital does not exceed Rs. 50 lakhs to 5 crores. Holding Company Subsidiary Company Excludes Non profit company registered u/s 8 Company governed by Special Act Nilesh S Vikamsey Companies Act, 2013 118 Small Company Small Company (Section 2 (85)) - means a company, other than a public company,— i. paid-up share capital of which does not exceed Rs.50 lacs or such higher amount as may be prescribed which shall not be more than Rs.5 crore or ii. turnover of which as per its last profit and loss account does not exceed Rs.2 crores or such higher amount as may be prescribed which shall not be more than Rs.20 crore Provided that nothing in this clause shall apply to— a) A holding company or a subsidiary company; b) A company registered with Charitable Objects; or c) A company or body corporate governed by any special Act; Nilesh S Vikamsey Companies Act, 2013 119 Small Company…. Cont'd Privileges/exemptions to small Company: 1. Financial Statements need not include cash flow statement 2. Annual Returns of Small company can be signed by the CS or where there is no CS, by any director of the company (CS in practice not required in such cases) 3. Clause 173 requires Small Company to hold at least 1 meeting of the BOD's in each half of a calendar year with a min gap of 90 days b/w both meetings 4. The Company Act introduced a simplified procedure for merger & amalgamation between two small companies without approval of tribunal, subject to compliance with certain other procedures Nilesh S Vikamsey Companies Act, 2013 120 Small Company…. Cont'd Companies Act, Sr. No 2013 1 NomenclatureSmall Company 2 Applicability Private Company 3 Paid up share <=50 lakhs or such Capital higher amount as prescribed (Max 5 cr) 4 Turnover <= 2 Crore or such higher amount as may be prescribed (Max 20 crore) 5 Borrowings N.A. Basis Nilesh S Vikamsey Companies (Accounting CARO (Amend) Standards) Rules, 2006 2004 SMC's Private Ltd Co. Both public or private Private Ltd Co. N.A. <=50 lakhs (including reserve) <=50 crore <=5 crore <= 10 cr in last year <= 25 lacs from any bank or FIS Companies Act, 2013 121 In following situations whether small company / SMC is required to prepare Cash Flow Statement? Details I II III Rs. In Cr. Paid-up Capital 0.40 Turnover 1.50 Paid-up Capital 0.60 Turnover 1.50 Paid-up Capital 0.40 Turnover 11.00 Nilesh S Vikamsey Companies Act, 2013 Act 2013 AS Not Required Not Required Required Not Required Not Required Required 122 Dormant Company (Sec. 455) For a future project with no significant transaction To hold an asset with no significant transaction To hold intellectual property with no significant transaction Inactive company Significant transaction excludes Payment of fees by a company to a Registrar Nilesh S Vikamsey Payments made to fulfill the requirements of this Act or any other law Allotment of share to fulfill the requirements of this Act Companies Act, 2013 Payment for maintenance of its office and records 123 Dormant Company Section/Rule Particulars Description Section 2 (40) financial statement – Cash Flow Statement not required Sec 173 (5) Frequency of Board Meeting in a calendar year the financial statement, with respect to One Person Company, small company and dormant company, may not include the cash flow statement A One Person Company, small company and dormant company shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days: Rule 29.8 Minimum number of a dormant company shall have a minimum number directors for dormant of three directors in case of a public company, company two directors in case of a private company and one director in case of a One Person Company Nilesh S Vikamsey Companies Act, 2013 124 Dormant Company Section/Rule Particulars Description Rule 29.8(Pro Retirement of Directors the provisions of the Act in relation to the rotation of viso) by rotation directors shall not apply on dormant companies Rule 29.9 Proviso Rule 29.9 Return of companies dormant a dormant company shall file a declaration annually in Form No. 29.4along with such annual fee as provided within thirty days from the end of each financial year Dormant Company Shall to No relaxation in filing The Return of Allotment continue to file the return(s) of allotment in the manner and within the time specified in the Act whenever the company allots any security to any person Nilesh S Vikamsey Companies Act, 2013 125 Classification Companies Classification ofof Companies Criteria Size No. of members Control Small OPC Holding Others Private Public Access to Capital Liability Unlimited Nature of Business Limited Listed Charitable Subsidiary Shares Unlisted Dormant Associate Guarantees Nidhi Government Others Nilesh S Vikamsey Companies Act, 2013 126 Nilesh S Vikamsey Companies Act, 2013 127 LTD vs LLP Area Company LLP Law regulated under: Companies Act, 2013 (which has replaced the old Companies Act, 1956 w.e.f. 29.08.2013 LLP Act, 2008 Minimum Capital requirement 1 Lakh for Pvt Ltd. No such requirement Income Tax Profits of the Indian Company will be taxable @ 32.445% (inclusive of Surcharge & cess) The Indian Company will be subject to Dividend Distribution Tax @ 16.995% (inclusive of surcharge and cess) as per Indian Tax laws Applicable to all companies having limits specified under section 135 of companies Act 2013 Profits will be taxed in the hands of the LLP @ 30.90% (inclusive of cess). Dividend Distribution Tax will not be applicable for profits distributed by a LLP Dividend Distribution Tax CSR Nilesh S Vikamsey Companies Act, 2013 No such provisions 128 LTD vs LLP Area Compliances at the time of Formation Limited Liability Nilesh S Vikamsey Company LLP • Registration with ROC by making • Approval from FIPB for necessary applications foreign ownership. • Report to RBI within 30 days of • Registration with ROC receipt of subscription money / required share application money into • No filing requirements India prescribed as of now by • Report to RBI within 180 days of RBI allotment of shares against subscription money / share application money into India Liability is limited only to the share Liability of Partners is capital held in Indian company limited to the extent of their agreed contribution towards LLP except in case of intentional fraud or wrongful act of omission or commission by the partner, where, errant partner will Companies Act, 2013 129 be liable. LTD vs LLP Area Minimum number of shareholders / directors / partners / agents Company Minimum 2 & maximum 200 Shareholders Minimum 2 Directors The Company should have atleast 1 director to be resident who has stayed in India for a period of 182 days in a previous calendar year. LLP Minimum 2 partners. Designated Partner (DP) – The LLP should have atleast 2 individuals as DPs. One of them has to be a person resident in India. The DP would be responsible for compliance of LLP and FEMA laws by the LLP. Comparatively Low Cost Of Formation Comparatively high BOD Report BOD required to give detailed No Such Requirements report Audit Committee Required to Committee Loan To Directors Prohibition on Loans and Advances No Such Requirements under Section 185 & 186 Nilesh S Vikamsey form an Companies Act, 2013 Audit No Such Requirements 130 LTD vs LLP Area Rotation of Auditors Company Applicable to all companies except Small companies and OPC LLP No such restrictions Compliances Substantial level of Compliance Lower Level of Compliance Related Party Restriction transaction Acceptance of Deposit Stringent condition for acceptance No such restriction (subject of deposit by any company to RBI Act) Class Section Suit Class Section Suit could be filed No such provision in LLP Act against company Nilesh S Vikamsey on Related Companies Act, 2013 party No such restriction 131 Any Questions or Queries? Nilesh S Vikamsey Companies Act, 2013 132 Nilesh S Vikamsey Companies Act, 2013 133


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Hey Afaconados!
My friends and I have this rule that if we wear a dress to an event and we are photographed in it, we can't wear that dress to another major event again. Crazy huh?
Enter the Infinity dress. The Infinity dress has got to be the craftiest dress ever constructed because it can be worn in multiple ways. Get one of these bad boys and you've got about 12 different dresses. Check it out:
If you decide to purchase an Infinity dress and need help being walked through how to style it, here's a very helpful YouTube video as well:

subset: commoncrawl


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Method #1: The first method is to navigate to your online dashboard.
- Log onto your FingerCheck account and within the dashboard, click on "Create Absence Request."
- Once you are within the "Employee Absence" window, by "Absence Policy" select a policy. Once you do, your available balance will immediately be generated underneath.
Method #2: The second method is to log into the mobile app.
- Sign onto the mobile app, pull out the employee side bar menu and select "Time Off."
- Within "Time Off," you can check your available PTO balance.
That's all it takes to see how many hours you have left in your PTO bank! Administrators can also check employees' PTO balances by reading our other help desk article.
To learn more about our cost effective and user-friendly cloud-based time and attendance software, check out our website at FingerCheck.com. Interested in our services? Sign up for a 30-day free trial and get started with FingerCheck today.


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Superb location: walk to marina walk, Dubai skydive, jbr beach, tram & metro stations, Dubai marina shopping mall.
This beautiful and spacious apartment has been tastefully furnished and decorated. It is well-equipped with high-quality equipment and material in every room for a memorable vacation stay.
Living room: Comfortable sofa bed, large screen TV, WiFi Internet, Phone, 2 full bathroom, washing machine
Master bedroom: King size bed, night stands, night lamps, spacious closet, full shower, furnished balcony, hair dryer, bath towels, hand towels, floor mat, soap dispenser
Guest bed room: 2 single beds.
Kitchen: Dishwasher, refrigerator, stove, oven, microwave, electric kettle, cookware, kitchen towels, sponge, detergent, etc.
Furnished balcony.
Other equipment: Vacuum cleaner, broom, mop, dustpan, iron, ironing board, and detergent
Parking: One reserved car park, gated with 24/7 access
Lobby: 24/7 security watch and receptionist


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Locate1 Collection Software
Click here to see screenshots
Click here to download a trial version of Locate1
Locate1 Collection Software is a reliable debt collection software designed for the small to medium sized agency. Our goal is to provide a cost effective alternative to the high dollar products currently on the market for the debt industry. Locate1 is a powerful collection tool for anyone with budgetary concerns. It offers the complete solution for a fraction of the cost. Check out these features:
Add ons Available:


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|One ornament made by a student
The week before winter break not much gets done in the classroom. It's hard to start something new when we will be off school for 2 weeks. So, as kids finished up projects I took out a bunch of random art supplies, cookie cutters, glitter, felt, and pipe cleaners for them to make stuff out of. Here's an ornament example one kid made.


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This fellow, Victor Esbensen, I hold him solely responsible for getting me into this bicycle touring, and sometimes camping enigma that I can't shake off for the last two decades. I'm sure there are few others scattered around this blue planet that have fond memories of their times cycling and camping out with 'Victor Bicycle'
He even stayed and worked close to where I lived. In late 80's Singapore, it was rare to see a tall foreigner on a big white and blue mountain bike, buying takeaway rice and side dishes. Each time I see a sweat soaked Victor, always in a Hawaiian shirt and cotton bermuda shorts, I had to stop and say hello.
I think I've gotten rid of this itch to cycle off road in East Java's mountains. Looking at some maps there's Central and West Java to think off now. Better stop drifting away again, this page is for Victor.
How Victor got to convincing 10 people who showed up at his house to see slides of volcanoes, to bike and camp the Bromo area, was a mystery in itself. He seemed the loner type, but opened up once anyone took interest in geology, photography and Indonesia. What started as a slide show, soon turned into a full blown meeting to organise a small expedition with people taking notes and pointers like a professor giving precise tips on what to study for final exams.
I recall some in the group buying new mountain bikes and racks, lovingly smothered with Saran Wrap, ready to be checked in at the airport. Victor and a few self appointed deputies took it upon themselves to guide and shepherd the rest for 10 days. As I mentioned before, as long as he had enough time to photograph in the morning and evening light, it didn't matter if some of the the flock were brushing teeth or doing the laundry at 11 am in the morning when, we really needed to cycle off at 7 am. We would just reach our day's destination a few hours later, mostly in total darkness. These delays happened a few times but all he could do was smile, pull up a chair and make another coffee. As much as he loved cycling, he also loved chilling out and watching people pack their stuff, I suppose. He reminded us that the only appointment to keep on trips like this was the flight back home, assuming one felt like going home, as there was always another flight.
In 1993, while cycling, kayaking and camping in the jungles of Malaysia, I remember Victor being rushed out to civilzation in the middle of the night. It took a whole 6 hours by riverboat and a Land Rover before he reached a hospital. His health deteriorated in the following 2 years. No doctor or specialist in Singapore, the US or Canada could precisely diagnose what really ailed him. He simply withered away. Maybe some exotic yet to be found tropical disease got him, as most of us would like to believe. There were no comforting answers.
In May of 95, a bunch of his friends, local and foreign, hired two bumboats and scattered his ashes in the Straits of of Singapore, close to the Indonesian Riau Islands. We figured that his final resting place would be the seas close to the country he loved so much, Indonesia.
Well Victor, I hope you've had a good read back in time, you know you're responsible for my umpteenth time flying into Surabaya. Things have certainly changed a lot here, the man made ones at least. You would love all this digital stuff that's going around, but stlll carry that big Pentax, just in case. Thanks also for putting in some good words with the guy in charge of the weather, while Paul and I were on our bikes. That helped a lot.
The mountains will be here forever, and so will you, smiling on us. I'm sure of it.


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Documentation and implementation notes.
The goal of the JWAT library was to make a small package to read and validate WARC, ARC and GZip files.
All the parsers were implemented on the premise that input data would be supplied in the form of streams and not files.
So the basic operation of parsing and validating a file is a sequential operation where each record and its payload is only read once.
This is also the case when parsing/validating compressed WARC/ARC files where each record is GZip'ed. In which case the compressed data can also only be processed sequentially.
It is however possible to random access individual WARC/ARC/GZip records when working with the logical files and using a file offset. This is possible by using a simple RandomAccessFileInputStream present in the common package.
Since this project is intended to be of general use it also includes WARC and GZip writers.
Further documentation
If you can not find the information you seek you can always try the javadocs or look at the source code. As a last resort you are also welcome to email us with your inquiry.
Package layout
This toolkit includes the following packages:
- jwat-common: General purpose classes including specialized streams, binary->string encoding and common arc/warc http-response/payload code.
- jwat-gzip: GZip reader/validator/writer, including input/output streams for data.
- jwat-arc: Contains Arc reader/validator specific classes.
- jwat-warc: Contains Warc reader/validator/writer specific classes.


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The Sultanate has various organizations and programs supported from both government and private sectors which aims to support Omani citizens to start their business and entrepreneurship in order to improve small and mid-size Omani enterprises. Omani entrepreneurs support them with funds, counseling & guidance, enhance national economy with multiple income resources and build state of businesses.
In culmination of the Forum on Development of Small and Medium Sized Enterprises held at Seih Al-Shamikhat during the period from 21-23 January 2013, His Majesty Sultan Qaboos bin Said issued His Royal Directives towards the establishment of the Al Raffd Fund pursuant to Royal Decree (6/2013) to enable Omani youth to establish their own projects.More Info
At NBC, identifying committed entrepreneurs and new ideas is the first step in guiding SME businesses to success.
NBC also supports existing entrepreneurs, provided they meet a number of requirements. In this stage, main services of NBC include financial and legal advice, administrative and marketing assistance, facilities support and growth development guidance, ranging from branding exercises to in-house workshops on product-specific needs.
Established the General Authority for the development of small and medium enterprises by Royal Decree No. 36/2013. The Commission shall have legal personality and enjoys financial and administrative independence. Be the headquarters of the governorate of Muscat, and may be set up branches in the provinces of the decision of the Board of Directors.More Info
Sharakah was established by Royal Decree (76/98) in 1998 and shows the on-going commitment and support of the government to entrepreneurs. We are a closed joint stock company which specifically encourages and supports the development of entrepreneurs and SMEs in the sultanate. The generous donation by His Majesty Sultan Qaboos bin Said along with those from the business community and private individuals have created the share capital that enables us to operate and render our services.More Info
The programme aims to set up a national technology business entrepreneurship for the Sultanate of Oman in coordination and collaboration with Government and non-Government stakeholders to encourage entrepreneurship and the development of IT and IT related small and medium business in the Sultanate.
The programme is a Public Private Partnership Model and will contribute to the development of an internationally competitive ICT industry, self-employment and new job creation, introduction of new technologies to create innovative products, solutions and services, Generate commercially viable and technology based small and medium enterprises in Oman.
The CELL program is one of the CSR (corporate, social, responsibility) initiatives of the Oman India Fertiliser Company (OMIFCO), an Oman Oil subsidiary based in Sur. The CELL program identifies, accelerates, and provides grant seed financing to qualified Omani entrepreneurs; it is the first private sector initiative of its kind in Oman.More Info
Intilaaqah is one of Shell's social investment initiatives aimed at encouraging the development of Small and Medium Enterprises (SME's) in the Sultanate of Oman. It provides professional training, guidance; and business development services.More Info
Ithraa is a modern expression of this rich and vibrant part of our heritage – we are an ambitious government-run inward investment and export promotion organization tasked with helping secure Oman's long-term prosperity. From developing ports, free zones, industrial areas to science and technology parks, Ithraa supports the Sultanate's efforts to create new and deeper business ties with dynamic and fast-growing organizations and economies from across the globe.More Info
The establishment of TRC is, without doubt, a significant step in the scientific, economic and social development of Oman. TRC Mission is to Create an innovation ecology that is responsive to local needs and international trends, fosters social harmony, and leads to creativity and excellence.More Info
Startup Oman mission is to bring Oman's entire ecosystem together in one community. So that together we can learn, innovate and create the technologies and talents that will accelerate Oman forward.More Info


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Xxx River Street is a $79,900 property on a 1.50 acre lot located in Becker, MN.
Just Listed! OPEN TO ALL BUILDERS! Build the home of your dreams on this large 1.5 acre lot. Enjoy the abundance of wildlife and the majestic woods this property has to offer. Located on the Elk River, this river lot has mature trees and a wonderful topography that is sure to impress. Gorgeous setting with easy access to countless amenities. Quick, catch this deal before it's too late!
|Exterior Features
River Front
Tree Coverage - Medium
Paved Streets
|Construction Types
Raw Land
|Property Type
|HOA Fee
|School District
726 - becker
The data relating to real estate for sale on this web site comes in part from the Broker ReciprocitySM Program of the Regional Multiple Listing Service of Minnesota, Inc. Real estate listings held by brokerage firms other than KW Classic Realty are marked with the Broker ReciprocitySM logo or the Broker ReciprocitySM thumbnail logo (a little black house) and detailed information about them includes the name of the listing brokers. Listing broker has attempted to offer accurate data, but buyers are advised to confirm all items. © 2019 Regional Multiple Listing Service of Minnesota, Inc. All rights reserved. Data last updated 01/21/2019 at 10:30am MST. See full DMCA disclaimer


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DK.... That's LIfe...!!
Hey... DK!! Well done!! u r the 1st of my friends who completed Skydiving... I'm so envy la! i'm so excited when i watch u jump from the plane... great job!
posted by Wong Soon Yim at 1:29 pm | 1 comments
Makan Bola, Tidur Bola, Kerja Bola, Tengok Bola... Tiap-tiap Hari Bola!!
I am a Chinese by birth, a Malaysian by law, a project engineer by profession, and a gamer by heart. Well, that's how I define myself. I come from Penang Island, a high density island north of Peninsula Malasyia. I have done my schooling at Chung Hwa and Penang Free School and graduation from UPM, Serdang, Selangor. From my childhood, I have been a dreamer. I used to dream of everything... and now is... politic ^^
United We Play, United We Win!


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The MGM Las Vegas, an MGM Resorts International property known for its 5,044 rooms and 171,500 square feet of gaming space, is adding one more spectacular component to its namesake: mobile gaming. MGM offers apps that allow users to to get the MGM experience from anywhere on the property, anywhere in Nevada, or anywhere in the world in some instances.
Cell phones no longer taboo in casinos
It was less than a decade ago when sportsbooks in Las Vegas lamented asking guests to put away their cell phones near betting counters. The standard electronic device policy on gaming floors and especially around sportsbooks may have tormented casino employees more than patrons as checking a quick text near a blackjack table or snapping a photo of a winning ticket in the theater seats of a sportsbook became more than commonplace. We grew to accept the perpetual interaction with our cell phones, tablets, and other electronic devices.
In the past few years, most Nevada sportsbooks learned to accept that guests are going to use their cell phones. The old school policy on electronic devices used to prevent the communication of line information had been replaced with only a polite request not to use one's phone directly at the counter in a way in which could slow the flow of guests to the front of the line. We have identified, though, one advantage to always being on your phone.
Let's gamble online
MGM Las Vegas is certainly a player in the latest wave of electronic gaming, incorporating platforms that allow casino patrons to gamble without physically being on the casino floor — or furthermore, ways to gamble electronically from any corner of the casino floor.
It is already evident that Las Vegas casinos make strategic decisions to win over millennials with non-gaming attractions like clubs, pools, bars and/or a combination of all three. Well, how about a little blackjack tournament while sipping on your favorite beverage by the pool?
Earlier this year, MGM released a mobile gaming platform to allow customers to do just that — connect to MGM's wifi at nine of its Las Vegas properties and play. "This mobile platform that was just released is going to lay the foundation for what we do in the future," said Lovell Walker, executive director of Interactive Gaming Development at MGM Resorts. "We think that mobile is going to be a major part of gaming."
The mobile gaming platform, known as easyPlay Mobile, is currently offered to guests of legal gambling age (21 or older) at ARIA Resort & Casino, Bellagio, MGM Grand, Mandalay Bay, The Mirage, Monte Carlo, Luxor, New York-New York and Excalibur with functionality at Circus-Circus on its way.
Guests can play a variety of tournament–style games with other guests from the comfort of their own respective rooms or anywhere on the property for real cash and prizes.
PlayMGM is the gaming giant's mobile sports betting platform. It works like nearly every other mobile application, and yes, you can download it directly from the App Store or Google Play. MGM describes the app as the best way to skip lines, bet and win on any game offered for wagering by MGM's brick-and-mortar sportsbook.
Want to test out a fancier wager like a round robin or teaser? No problem, intelligent search features allow users to make their selections and wagers easily. Could the platform prove to be an advantage in generating revenue from inexperienced sports bettors who would otherwise be too timid to approach the betting counter on a crowded Saturday or Sunday morning?
Deposit and withdrawals can be made any time at any MGM sportsbook location. Just bring a photo ID.
Different than easyPlay, sports bettors can place wagers on PlayMGM from anywhere in Nevada. There are many inherent advantages to this for bettors.
The first is convenience, which of course is important, but serious bettors will tell you that it's all in the numbers — getting the right betting line can mean the difference between winning and losing. Bettors not near an MGM property close to game time can take advantage of the right sports betting line as easy as checking Facebook or sending a tweet.
The mobile betting climate around the country
Online, mobile gaming is not unique to Nevada. Operators in New Jersey such as Caesars / 888, Borgata / Party, and Golden Nugget / Betfair have cultivated sustained partnerships to bring modern, digital gaming to New Jersey.
PokerStars in the market has certainly boosted the numbers over last year. Overall, current data shows that total online gaming revenue is up about 32% from last year.
Early in 2016, the Delaware Sports Lottery announced continued growth in parlay betting. The First State expects generated revenues to reach well above $40 millionthis NFL season. A bill currently in Delaware's Senate Finance Committee, SB 183, would establish the legality of mobile gaming throughout the state.
Earn rewards and free-to-play
MGM's loyalty program, MLife, offers extensive perks and rewards for all players around the country within the network. However, there are some special free-to-play games for MLife members where one can earn real rewards at his or her favorite MGM destination along with other perks and prizes, all for free and online.
The official mobile game of MGM, myVEGAS — which can also be found on Facebook — is a partnership between PlayStudios and MGM Resorts. The app gives players the opportunity to win free meals, rooms, cruises, access to clubs and lounges and other travel benefits, all for risking absolutely nothing in a free-to-play, free-to-register mobile or desktop platform.