CSR Amendment Rules 2020 - Changing CSR Ecosystem

MCA Proposes Amendments in CSR Rules-Invites Comments till 28th March 2020 

The Ministry of Corporate Affairs (MCA) has published draft CSR Rules Amendments. There are many changes and developments that will impact India’s CSR ecosystem.  Here are a few key insights from the notification of Amendment in CSR Rules issued by Ministry of Corporate Affairs under the Companies Act Amendment Rule 2020, proposed on 13th March, 2020

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Companies Auditor Report Order (Caro) Rules, 2020 - Analyses

Background
The MCA has issued the Companies (Auditor’s Report) Order, 2020 (CARO 2020), on 25th February 2020. This order has been issued in supersession of the Companies (Auditor’s Report) Order, 2016, and is applicable for reporting on financial statements of companies whose financial year commences on or after 1st April 2019. CARO 2016 was issued by MCA in supersession of CARO 2015.

Now, the MCA has kept the applicability of CARO 2020 to companies same as CARO 2016. The CARO 2020 will not apply to the auditor’s report on consolidated financial statements except for clause (xxi) of Clause 3 in regard to any qualifications or adverse remarks by the respective auditors in the Companies (Auditor's Report) Order (CARO) reports of the companies included in the consolidated financial statements.  If there is any such remark, then the auditor of CFS, has to indicate the details of the companies and the paragraph numbers of the CARO report containing the qualifications or adverse remarks. The exemption to small companies has been removed and instead CARO 2020 has defined small company itself.

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Appointed Date Vs Acquisition Date

Background - Appointed Date

The concept of ‘appointed date’ relates to the schemes for implementation of merger, demerger etc. in accordance with the provisions of Companies Act, 2013 (‘Cos Act’). The appointed date generally refers to a date from which the scheme shall be effective upon sanction by National Company Law Tribunal (‘NCLT’). Such appointed date may be determined by the Board of Directors (of the companies involved in the scheme) and mentioned in the scheme or may be a date as directed by the concerned NCLT.

• In this regard, section 232(6) of the Cos Act provides that:

• Every scheme filed under section 230-232 of the Cos Act shall clearly indicate an appointed date from which the scheme shall be effective; and
• The scheme shall be deemed to be effective from such appointed date and not any subsequent date.

What's the debate ?

• Whether the appointed date in the scheme should mandatorily be a specific calendar date or can it be a date linked to the occurrence of an event (such as business considerations, fulfilling legal requirements such as procurement of license from sectoral regulators, filing of NCLT orders with the Registrar, etc.).

• For the purpose of accounting under Ind-AS 103 (Business Combinations), whether the ‘acquisition date’ would be the appointed date as indicated in the scheme.

• Whether the appointed date mentioned in the scheme can be retrospective and if so, how far can it be stretched.

Clarifications

The MCA has received several queries in relation to determination of ‘appointed date’ based on interpretation of provisions of section 232(6) of the Cos Act. After detailed examination of the matter, the MCA has issued a circular1 (‘MCA Circular’) with following clarifications:

• Section 232(6) of the Cos Act enables the companies to select the appointed date to be indicated in the scheme. Accordingly, the appointed date may be a specific calendar date or may be tied to the occurrence of an event which are relevant to the scheme (such as grant of license by a competent authority, fulfilment of any preconditions agreed upon by the parties, meeting any other requirements as may be agreed upon between the parties etc.).

• The ‘appointed date’ identified under the scheme shall be deemed to be the ‘acquisition date’ and the date of transfer of control for the purpose of conforming to accounting standards (including Ind-AS 103 Business Combinations).

• The appointed date chosen as a specific calendar date may precede the date of filing of application for the scheme of merger/ arrangement in NCLT. However, if the ‘appointed date’ is significantly ante-dated beyond a year from the date of filling then the justification for the same should be specifically brought out in the scheme and it should not be against public interest.

• Where the appointed date in the scheme is based on the occurrence of an event, such trigger event should be indicated in the scheme itself. However, in case the appointed date is an event based date which is a date subsequent to the date of filing the order with the Registrar under Section 232(5) of the Cos Act, then the company shall file an intimation of the same with the Registrar within 30 days of such scheme coming into force.

This brings clarity about appointed date and acquisition date and puts the debate to rest.

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IND AS COMPENDIUM by ICAI

The Accounting Standards Board has published the first Compendium of Ind AS which provides a compilation of all the Ind AS that are effective as on April 01, 2018:

Link to Ind AS Compendium for the Year 2018-2019:

Volume - I:
https://resource.cdn.icai.org/53920asbicai-cias-vol-1.pdf

Volume - II
https://resource.cdn.icai.org/53921asbicai-cias-vol-2.pdf

Do visit www.vivekagarwal.in to know more about author

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IFRS Book for reference by ICAI

Ind AS are derived from IFRS Standards issued by the IFRS Foundation. In view of this, it is useful and appropriate to read Ind AS along with the following background material of IFRS Standards:

IFRS Part B (Accompanying Guidance)

https://icai.org/post.html?post_id=15386

IFRS Part C (Bases for Conclusions)

https://icai.org/post.html?post_id=15391

However, for the avoidance of doubt, it is clarified that the Ind AS differ from the IFRS Standards as they contain certain carve outs and carve ins for making them contextually relevant to the Indian economic and legal environment.

 Therefore, above IFRS material has to be read in the context of differences between Ind AS and IFRS Standards. 

Please refer the link: 

Major Differences between Ind AS and IFRS and reasons for the differences

https://resource.cdn.icai.org/53919asbicai-diffindasifrs.pdf

Happy reading

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Ind AS ITGC Compilation

ICAI issues compilation of Ind AS Technical Group Clarification Bulletin covering all Bulletin from 1-17 issues upto December 2018.

The best part is that all issues are grouped Ind AS wise and the contents lays down the issues so that it is easy to search.

Pls click here 

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