New set of company law rules delivers mixed bag for India Inc K. R. SRIVATS source Business line certain private companies need to appoint internal auditor NEW DELHI, MARCH 29: Private companies with an annual turnover of Rs 200 crore or an outstanding loan of Rs 100 crore would now be required to appoint an internal auditor. This is one among the several compliance challenges that India Inc will have to brace up to from April 1, thanks to the first set of final rules on new company law notified by corporate affairs ministry on Thursday night. *Mixed Bag* This corporate affairs move--prescribing final rules for ten chapters--has delivered a mixed bag to corporates, say corporate observers and experts. More rules are expected over the next few days. The rules notified have brought relief in areas such as inter-corporate loans, related party transactions (through a change in the definition of related party), allowing guarantees to be provided by a parent company for loans taken by a wholly-owned subsidiary and providing new norm for the number of independent directors in unlisted public companies. The corporate affairs ministry has addressed the genuine concerns of India Inc and taken a practical view of things in areas such as inter-corporate loans, related party transactions and independent directors for unlisted public companies, Sai Venkateshwaran, Partner and Head of Accounting Advisory Services, KPMG in India told BusinessLine. *Independent Director* The final rules provide that unlisted public companies (with paid up capital of Rs 10 crore and above and those with loan of over Rs 50 crore) need to have at least two independent directors. This is in variance to earlier proposal that one-third of Board of unlisted public companies should comprise independent director. Also, now every listed company and a public company with a paid-up capital of Rs 100 crore or a turnover of Rs 300 crore should have a woman director. The time specified for compliance is now truncated to one year as against earlier proposed three years. While welcoming the flexibility provided on related party transactions, Yogesh Sharma, Partner Assurance, Grant Thornton India LLP noted that negligible transition periods have been provided for many provisions and this could turn out to be a challenge for corporates. Dolphy D Souza, Partner in a member firm of Ernst & Young Global, said the rules have eased up some of the harsher provisions of the new company law such as related party transaction, consolidated financial statements and loan/guarantees and investments. This is certainly a welcome step. However at many places it appears that the rules are overriding the requirement of the main Act. This issue will need to be carefully resolved, he said. The latest rules have to some extent ended a long wait for Corporate India which until Friday had little clue how the six sets of draft rules published through September, October and November last year will be fashioned into final rules. As many as 282 sections of this slim law (with 470 sections) will come into force from April 1, signifying the importance of rules (delegated legislation) for implementation of these provisions. There are nearly 300 references to rules in the new company law. [email protected] (This article was published on March 29, 2014) -- CS A Rengarajan 9381011200 CS Benevolent Fund is a collective effort towards extending the much needed financial support to the community of Company Secretaries in times of distress Let us lend support and join for noble cause. SHARING KNOWLEDGE SKY IS THE LIMIT This mail and its attachments (if any) are confidential information intended for persons to whom the email is planned for delivery by the sender. If you have received this mail in error please notify the sender of the error by forwarding the email and its attachments (if any) and then deleting the mail received in error and the relevant email trail in this connection without making any copies or taking any prints.
Posted on: Sat, 29 Mar 2014 12:55:18 +0000