Know Your Rights!!

On perusal of the Companies Act 2013, many provisions applicable to the private companies were onerous for the smooth functioning of a company. The Draft Notification by the Ministry of Corporate Affairs dated 24-06-2014 is in the welcome direction of conducting business rather than getting entangled in compliance. Let’s have a look at the proposed changes in the notification applicable for private limited companies in India: SN Chapter/ Section number/ Sub-section(s) in the Companies Act, 2013 Exceptions/ Modifications / Adaptations 1. Section 43 – Kinds of Share capital & Section 47 – Voting Rights Both whole sections shall not apply 2. Section 62 (1) (a) – Rights offer to the existing shareholders shall be made by notice specifying the no. of shares offered and limiting the time not being less than 15 days and not exceeding 30 days from the date of offer within which the offer, if not acce...

Classification of Financial Instruments into 4 categories of Financial Assets and 2 categories of Financial Liabilities are important for subsequent measurement. Only the categories decide how a financial asset or liability will be subsequently measured.  

Prior to IFRS 13: Fair Value Measurement standard, fair value was defined as “an amount exchanged between knowledgeable willing parties at an arm’s length transaction”. As per this definition fair value is the price at which parties are ready to "enter" into the transaction. The notion was therefore "entry price" The change in IFRS 13 of the definition of fair value concentrates on exit price. The new definition "Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date." It means that an entity shall look at how the market participants will price the asset or liability at a measurement date. The notion here is now the "exit price". The objective of IFRS 13 was to define fair value in a single IFRS and to set out disclosures about fair value measurements. What must an entity do to calculate Fair Value? determ...

The Companies Act 2013 comes into force from 1-April-2014 for the Indian corporate. There are sea changes brought in this Act from the earlier one. Let's have a quick browse on the checklist: WHAT COMPANIES WILL HAVE TO DO? IMMEDIATELY Devise and implement policies on corporate social responsibility and vigil mechanism (if any one of the criteria satisfied ~ networth of Rs.500 crore or more, turnover of Rs. 1,000 crore or more, a net profit of Rs. 5 crore or more during any financial year) Finalise a new code for independent directors and identify and notify the related parties to their respective accounts departments Print new stationery, bills, etc, with name, address of the registered office, Company Identification No. (CIN) , telephone, fax, email and website File returns with the Registrar of Companies on changes in top 10 shareholders Get certificate of independence from directors Maintain register of key management personnel (KMP) WITHIN THREE MONTHS Fil...

  Prior to the introduction of IFRS 9, OCI had 5 components and the easier way to remember was the acronym CAART – which is: C – The effective portion of gains/losses on hedging instruments in a C ash flow hedge A - A ctuarial gains and losses on defined benefit pension plans  A - Gains and losses on A vailable-for-sale financial assets R - R evaluation surplus related to property, plant and equipment T - Gains and losses arising from T ranslating the financial statements of a foreign operation Now with IFRS 9 earlier adoption, the acronym has changed from CAART to CRAAFT C – The effective portion of gains and losses on hedging instruments in a C ash flow hedge R - R evaluation surplus related to property, plant and equipment A - A ctuarial gains and losses on defined benefit pension plans  A - Gains and losses on A vailable-for-sale financial assets F - F inancial liabilities designated as at fair value through profit or loss: fair value changes attr...

Where a company’s sources of finance includes either securities convertible into equity shares, or options and warrants which entitle holders to obtain equity shares, such financial instruments increase the likelihood that additional equity shares will be issued in the future. This possible increase in the number of shares is called potential dilution. Case Study: Suppose IStaR Ltd. has 30,000 equity shares outstanding in the market along with INR 100,000 of convertible debentures – that is, bonds that can be converted into equity shares. According to the terms of the debenture agreement, each INR 1,000 face value bond can be exchanged for 300 equity shares. If all the debentures were exchanged, bondholders would receive 30,000 new equity shares. The effect on current equity shareholders would be to dilute their claim to earnings from 100% - when they own all equity shares – to 50% - when they own only half of all outstanding shares. Computed Basic EPS ignore this potential...