Thursday, 17 January 2019

APPLICABILITY OF XBRL (FILING OF FINANCIAL STATEMENTS IN XBRL FORM)


What is XBRL?

XBRL is a language for the electronic communication of business and financial data which is revolutionizing business reporting around the world. It provides major benefits in the preparation, analysis and communication of business information. It offers cost savings, greater efficiency and improved accuracy and reliability to all those involved in supplying or using financial data. XBRL stands for eXtensible Business Reporting Language. It is already being put to practical use in a number of countries and implementations of XBRL are growing rapidly around the world.

An XBRL document comprises the taxonomy and the instance document. Taxonomy contains description and classification of business & financial terms, while the instance document is made up of the actual facts and figures. Taxonomy and Instance document together make up the XBRL documents.

Class of companies are required to file financial statements with Registrar as per XBRL Taxonomy
The following class of companies shall file their financial statements and other documents under section 137 of the Act with the Registrar in e-form AOC-4 XBRL as per Annexure-I:-

(i) Companies listed with stock exchanges in India and their Indian subsidiaries;
(ii) Companies having paid up capital of five crore rupees or above;
(iii) Companies having turnover of one hundred crore rupees or above;
(iv) All companies which are required to prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015 Click here for Companies covered here 
Provided that the companies preparing their financial statements under the Companies (Accounting Standards) Rules, 2006 shall file the statements using the Taxonomy provided in Annexure-II and companies preparing their financial statements under Companies (Indian Accounting Standards) Rules, 2015, shall file the statements using the Taxonomy provided in Annexure-II A.

Companies which are exempted from filing financial statements in XBRL
  1. Non-banking financial companies, 
  2. Housing finance companies and 
  3. Companies engaged in the business of Banking and Insurance sector are exempted from filing of financial statements under these rules.

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Saturday, 12 January 2019

DEMUTUALISATION SCHEME BY CALCUTTA STOCK EXCHANGE


DEMUTUALISATION SCHEME BY CALCUTTA STOCK EXCHANGE

The Calcutta Stock Exchange Association Ltd
7, Lyons Range, Kolkata - 700 001


The Securities and Exchange Board of India has approved the Demutualisation Scheme of The Calcutta Stock Exchange Association Ltd vide its Order No. SEBI/MRD/48106 /2005 dated August 29, 2005 and the same has been notified in the Official Gazette [S.O. no 1199(E)] on the same date. The approved Scheme is given below:

The Calcutta Stock Exchange Association Ltd. (Demutualisation) Scheme, 2005
The Securities and Exchange Board of India has approved the Demutualisation Scheme of The Calcutta Stock Exchange Association Ltd vide its Order No. SEBI/MRD/48106 /2005 dated August 29, 2005 and the same has been notified in the Official Gazette [S.O. no 1199(E)] on the same date. The approved Scheme is given below:

The Calcutta Stock Exchange Association Ltd. (Demutualisation) Scheme, 2005

1. Title and Commencement
1.1 This Scheme shall be called The Calcutta Stock Exchange Association Ltd. (Demutualisation) Scheme, 2005 (hereinafter referred to as this Scheme") and shall have effect on its publication under sub-section (4) of Section 4B of the Securities Contracts (Regulation) Act, 1956 (hereinafter referred to as the SCRA).
1.2      The Calcutta Stock Exchange Association Ltd. (hereinafter referred to as CSEA) shall be demutualised in accordance with this Scheme on and from the Appointed Date as may be notified by the Securities and Exchange Board of India (hereinafter referred to as SEBI) in respect of CSEA under Section 4A of the SCRA:
Provided that the activities specified in the respective clauses of this Scheme shall be implemented as per the time schedule specified in those clauses. 
2. Definitions
In this Scheme, unless the context otherwise requires, -
2.1      "Due Date" means the date, as may be determined by the Governing Board or the Administrator, as the case may be, which shall not be later than 3 months from the date of publication of the Order under sub-section (7) of Section 4B of the SCRA.
2.2      "Governing Board" means the Board of Directors of CSEA.
2.3      "Member" means a person who is a member of CSEA on the day preceding the Due Date as per the Register of Members maintained by it.
2.4      "Shareholder" means a person who holds any equity share(s) of CSEA on or after the Due Date.
2.5      "The Calcutta Stock Exchange Association Limited" (CSEA) means the Company limited by shares, registered under the Companies Act, 1913 vide registration no. 4707 of 1923-24, having its Registered Office at 7, Lyons Range, Kolkata 700001, which has been recognized as a stock exchange by the Central Government under the SCRA, on a permanent basis.
2.6      "Trading Member" means a stock broker of CSEA and registered with SEBI as such under the SEBI (Stock Brokers and Sub-Brokers) Regulations, 1992.
2.7      Words and expressions used and not defined in this Scheme but defined in the Securities and Exchange Board of India Act, 1992, the Depositories Act, 1996, the SCRA, the Companies Act, 1956, the rules and regulations made under these Acts, the Memorandum and Articles of Association, Rules, Bye-Laws and Regulations of CSEA, shall have the same meaning respectively assigned to them in the above mentioned Acts, memorandum and articles, rules, bye-laws and regulations.


3. Memorandum and Articles of Association, etc. of CSEA
3.1  CSEA shall incorporate the provisions of this Scheme appropriately in its memorandum and articles of association and the rules, bye-laws and regulations on or before the Due Date.
3.2  The memorandum and articles of association and the rules, bye-laws and regulations of CSEA may be amended after the Due Date in accordance with the applicable laws, provided that no such amendment is inconsistent with any provision of this Scheme. 

4.      Governing Board of CSEA
4.1  On and from the Due Date or on expiry of the period of supersession under Section 11 of SCRA, whichever is later, the Governing Board shall be constituted in accordance with the provisions of the Articles of Association of CSEA in force from time to time, provided that-
(i)     the representation of Trading Members does not exceed one-fourth of the total strength of the Governing Board, and the remaining directors are appointed in the manner as may be specified by SEBI from time to time, and
(ii)    the Chief Executive, by whatever name called, is an ex-officio director.
4.2  Notwithstanding anything contained in clause 4.1, SEBI may nominate directors on the Governing Board as and when deemed fit. 

5.      Listing of Shares of CSEA
CSEA may at any time list its securities on any recognized stock exchange. 

6.      Demutualisation  
6.1  A Trading Member may or may not be a Shareholder.
6.2  A Shareholder may or may not be a Trading Member.

7.      Trading Rights
7.1  A Member, who is registered as a stock broker on the day preceding the Due Date, shall become a Trading Member on the Due Date.
7.2  A Member, who is not registered as a stock broker on the day preceding the Due Date, shall become a Trading Member on being registered as a stock broker under SEBI (Stock Brokers and Sub-Brokers) Regulations, 1992 within 3 months from the Due Date.
7.3     After the Due Date, a person desirous of becoming a Trading Member shall be admitted if he complies with the requirements and brings in fees and deposits as specified in the rules, bye-laws and regulations of CSEA.
7.4     CSEA shall, for the purpose of admitting any person as a Trading Member, follow uniform standards in terms of capital adequacy, deposits, fees, etc. irrespective of mode of acquisition of trading right by that person:
            Provided that different standards may be followed for admission of a person as a Trading Member who has acquired trading right by way of transmission.
7.5     A Trading Member may surrender his membership to CSEA in the manner specified in the rules, bye-laws and regulation of CSEA.
7.6     Irrespective of the date or mode of acquisition of trading right, the Trading Members shall have uniform rights and privileges.
7.7     Trading Members on the Due Date shall continue to have the same rights and privileges in respect of their clients and constituents and other members arising out of or under any act, omission or contract or law, notification, order, direction, etc. as had accrued to them while being Members on or before the Due Date.
7.8     Trading Members shall be bound by all obligations and liabilities towards their clients and constituents, SEBI, CSEA and other authorities or other persons arising out of or under any act, omission or contract or law, notification, order, direction, etc. while being Members on or before the Due Date. 

8.      Shareholding Rights
8.1 A Member shall become a shareholder on the Due Date.
8.2 CSEA shall ensure that at least 51% of its equity shares are held by public other than shareholders having trading rights in the manner and within the period prescribed in sub-section (8) of Section 4B of the SCRA.
8.3 On and from the Appointed Date, CSEA shall ensure that public other than shareholders having trading rights continuously holds at least 51% of equity shares.
8.4 On and from the Due Date, no Shareholder, who is a Trading Member, shall have voting rights (taken together with voting rights held by him and by persons acting in concert with him) exceeding 5% of the voting rights in CSEA. 

9. Transfer of Clearing and Settlement functions
9.1 CSEA shall, within two years of the Due Date, subject to the prior approval of SEBI, transfer the duties and functions of the clearing house of the Exchange to a Clearing Corporation, recognized under the SCRA.
9.2 Until the duties and functions of the clearing house are transferred as provided in clause 9.1, the clearing and settlement functions in relation to trading on CSEA, shall be carried out by the clearing and settlement mechanism as used by CSEA at present or in such other manner as the Governing Board or the Administrator, as the case may be, may determine. 

10.    Utilisation of Assets and Reserves
10.1 CSEA shall not do anything contrary to the provisions of Section 4B (3) of the SCRA.
10.2 Without prejudice to the generality of the provisions of clause 10.1, CSEA shall not use its assets and reserves as on the date of publication of this Scheme or the proceeds from disposal of such assets or the proceeds from disposal of successive species of assets acquired from the proceeds of disposal of such assets for any purpose other than discharging the current liabilities outstanding as on the date of publication of this Scheme or for the business operations of stock exchange.  

11. Compliance with this Scheme
11.1 CSEA shall ensure compliance with the provisions of this Scheme at all times and shall not do anything contrary to the provisions of this Scheme.
11.2 CSEA shall report compliance with the provisions of this Scheme in such manner as may be required by SEBI from time to time. 

12.    Removal of Difficulties
If any difficulty arises in giving effect to the provisions of this Scheme, SEBI may, at the written request of CSEA, relax any of the provisions of this Scheme.

Reference:
https://www.cse-india.com/Pri_cont/dem_sch


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Ravi Garg                                    
Company Secretary                    
91-7838204665,
csravi2014@gmail.com

Wednesday, 9 January 2019

COMPOSITION OF VARIOUS COMMITTEES UNDER SEBI (LODR)

COMMITTEES UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 

read with

PROVISIONS AS UPDATED BY KOTAK COMMITTEE




Regulation 18  : AUDIT COMMITTEE

Regulation 18 under Chapter IV (Obligations of Listed Entity which has Listed its Specified Securities) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:

"(1) Every listed entity shall constitute a qualified and independent audit committee in accordance with the terms of reference, subject to the following:
(a)  The audit committee shall have minimum three directors as members.
(b)  Two-thirds of the members of audit committee shall be independent directors.
(c)  All members of audit committee shall be financially literate and at least one member shall have accounting or related financial management expertise.

Explanation (1).-For the purpose of this regulation, 'financially literate' shall mean the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and statement of cash flows.

Explanation (2).-For the purpose of this regulation, a member shall be considered to have accounting or related financial management expertise if he or she possesses experience in finance or accounting, or requisite professional certification in accounting, or any other comparable experience or background which results in the individual‘s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.

(d)   The chairperson of the audit committee shall be an independent director and he shall be present at Annual general meeting to answer shareholder queries.
(e)   The Company Secretary shall act as the secretary to the audit committee.
(f)     The audit committee at its discretion shall invite the finance director or head of the finance function, head of internal audit and a representative of the statutory auditor and any other such executives to be present at the meetings of the committee:

Provided that occasionally the audit committee may meet without the presence of any executives of the listed entity.
(2) The listed entity shall conduct the meetings of the audit committee in the following manner:

 (a) The audit committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings.
(b) The quorum for audit committee meeting shall either be two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors.
(c) The audit committee shall have powers to investigate any activity within its terms of reference, seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.
(3) The role of the audit committee and the information to be reviewed by the audit committee shall be as specified in Part C of Schedule II."
PART C: ROLE OF THE AUDIT COMMITTEE AND REVIEW OF INFORMATION BY AUDIT COMMITTEE
A. The role of the audit committee shall include the following:
(1) oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
(2) recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(4) reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
(a) matters required to be included in the director’s responsibility statement to
76
be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
(b) changes, if any, in accounting policies and practices and reasons for the same;
(c) major accounting entries involving estimates based on the exercise of judgment by management;
(d) significant adjustments made in the financial statements arising out of audit findings;
(e) compliance with listing and other legal requirements relating to financial statements;
(f) disclosure of any related party transactions;
(g) modified opinion(s) in the draft audit report;
(5) reviewing, with the management, the quarterly financial statements before submission to the board for approval;
(6) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
(7) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
(8) approval or any subsequent modification of transactions of the listed entity with related parties;
(9) scrutiny of inter-corporate loans and investments;
(10) valuation of undertakings or assets of the listed entity, wherever it is necessary;
(11) evaluation of internal financial controls and risk management systems;
(12) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
(13) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
(14) discussion with internal auditors of any significant findings and follow up there on;
(15) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
(16) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
(17) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
(18) to review the functioning of the whistle blower mechanism;
(19) approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
(20) Carrying out any other function as is mentioned in the terms of reference of the audit committee.

Amendments by Kotak Committee which widen the role of audit committee:
(21) reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as as on 1 April 2019
B. The audit committee shall mandatorily review the following information:
(1) management discussion and analysis of financial condition and results of operations;
(2) statement of significant related party transactions (as defined by the audit committee), submitted by management;
(3) management letters / letters of internal control weaknesses issued by the statutory auditors;
(4) internal audit reports relating to internal control weaknesses; and
(5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
(6) statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
(b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

Regulation 19 : NOMINATION & REMUNERATION COMMITTEE

Regulation 19 under Chapter IV (Obligations of Listed Entity which has Listed its Specified Securities) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:

"(1) The board of directors shall constitute the nomination and remuneration committee as follows:
(a)  the committee shall comprise of atleast three directors ;
(b)  all directors of the committee shall be non-executive directors; and
(c)   at least fifty percent of the directors shall be independent directors.

(2) The Chairperson of the nomination and remuneration committee shall be an independent director:
Provided that the chairperson of the listed entity, whether executive or non-executive, may be appointed as a member of the Nomination and Remuneration Committee and shall not chair such Committee.

QUORUM FOR A MEETING

(2A) The quorum for a meeting of the nomination and remuneration committee shall be either two members or one third of the members of the committee, whichever is greater, including at least one independent director in attendance.


(3) The Chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders' queries; however, it shall be up to the chairperson to decide who shall answer the queries.


(4) The role of the nomination and remuneration committee shall be as specified as in Part D of the Schedule II."

PART D: ROLE OF NOMINATION AND REMUNERATION COMMITTEE :Role of committee shall, inter-alia, include the following:
(1) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
(2) formulation of criteria for evaluation of performance of independent directors and the board of directors;
(3) devising a policy on diversity of board of directors;
(4) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.
(5) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
(6) recommend to the board, all remuneration, in whatever form, payable to senior management.

Amendments by Kotak Committee 
Definition of senior management: The Amendments modify the definition of “senior management” by specifying that it comprises all members of the management one level below the chief executive officer / managing director / whole time director / manager (including chief executive officer / manager, in case they are a not part of the board) as well as the company secretary and the chief financial officer
Regulation 20 : STAKEHOLDERS RELATIONSHIP COMMITTEE
(1) The listed entity shall constitute a Stakeholders Relationship Committee to specifically look into 33[various aspects of interest] of shareholders, debenture holders and other security holders.
(2) The chairperson of this committee shall be a non-executive director.
(2A) At least three directors, with at least one being an independent director, shall be members of the Committee. 
This provision has been inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 01.04.2019.
(3) The Chairperson of the Stakeholders Relationship Committee shall be present at the annual general meetings to answer queries of the security holders.
(3A) The stakeholders relationship committee shall meet at least once in a year.


Amendments by Kotak Committee
The Amendments introduce the requirement to have at least three directors, with at least one independent director, as members of the Stakeholders Relationship Committee (SRC). Also, it requires the SRC to meet at least once in a year. 

(4) The role of the Stakeholders Relationship Committee shall be as specified as in Part D of the Schedule II.

Quorum for Nomination and Remuneration Committee Meetings 
The Amendments specify that the quorum for a meeting of the NRC shall be either two members or one third of the members of the committee, whichever is greater, including at least one independent director in attendance. Further, the NRC is required to meet at least once in a year.
The role of the committee shall inter-alia include the following:
(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
(2) Review of measures taken for effective exercise of voting rights by shareholders.
(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.


Amendments by Kotak Committee 
The current role of the SRC comprises considering and resolving the grievances of the security holders of the listed entity including complaints related to transfer of shares, non receipt of annual report and non-receipt of declared dividends. The Amendments modify and widen the role and responsibilities of SRC to include the following:
(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

Regulation 21 :  RISK MANAGEMENT COMMITTEE.
(1) The board of directors shall constitute a Risk Management Committee.

(2) The majority of members of Risk Management Committee shall consist of members of the board of directors.

(3) The Chairperson of the Risk management committee shall be a member of the board of directors and senior executives of the listed entity may be members of the committee.

Amendments by Kotak Committee
(3A) The risk management committee shall meet at least once in a year.
This provision has been inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1.4.2019.
(4) The board of directors shall define the role and responsibility of the Risk Management Committee and may delegate monitoring and reviewing of the risk management plan to the committee and such other functions as it may deem fit 38[such function shall specifically cover cyber security].

(5) The provisions of this regulation shall be applicable to top 500 listed entities, determined on the basis of market capitalisation, as at the end of the immediate previous financial year.
Applicable w.e.f. 1.4.2019. Earlier applicable for top 100 listed entities

Amendments by Kotak Committee
The Amendments widen the requirements of Risk Management Committee (RMC) to top 500 listed entities by market capitalization determined as at the end of the immediate previous financial year. It introduces as a function of the RMC to also specifically cover cyber security, given the increase in the use of cyber and digital technology

Notes:
(1) Various Compliance Formats under Listing Regulations (LODR) 2015 is available at BSE site.
(2) For latest copy of the regulation and any amendments thereto, kindly check at the SEBI site.


CURX OF THE PROVISIONS:



Click here for Article on PROVISIONS OF KOTAK COMMITTEE EFFECTIVE FROM 01.10.2018
http://csravi2014.blogspot.com/2018/10/provisions-of-kotak-committee-effective.html


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csravi2014@gmail.com

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Ravi Garg

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