Presentation on theme: "Dr. S K Gupta M.Com, FCMA, FCS, Ph.D"— Presentation transcript:
1 Dr. S K Gupta M.Com, FCMA, FCS, Ph.D CMA & the Companies Act 2013Dr. S K GuptaM.Com, FCMA, FCS, Ph.D
2 The Companies Act 2013 Act is a landmark piece of corporate legislation with far- reaching implications that are set to significantly change the manner in which corporates operate in IndiaAims to make Indian corporate environment more transparent, robust and globally acceptable
3 The Significant objectives of the Companies Act are : To accelerate the development of economy by encouraging enterprise efficiencyTo bring accountability and transparency in all operationsTo enhance standards of Corporate GovernanceTo protect the interest of all stakeholdersTo ensure stricter action against fraud, non-compliance
4 The new Companies Act 2013 has brought a paradigm shift in Corporate Law legislation and widened the ambit and scope of the profession and also expanded the opportunities for the Cost Accountants
5 The role of CMAs is now not confined within the four walls of cost accounting and cost audit but spread across a wider area of governance, legal and compliance The new Companies Act has substantially escalated the role, responsibilities and opportunities for the CMAs
6 CMA Included in the definition of expert Section 2(38) “expert” includes an engineer, a valuer, a chartered accountant, a company secretary, a cost accountant and any other person who has the power or authority to issue a certificate in pursuance of any law for the time being in force;
7 CMA Authorized to sign Form 18 of RoC Section 7There shall be filed with the Registrar a declaration in the prescribed form by an advocate, a chartered accountant, cost accountant or company secretary, in practice, that all the requirements of this Act and the rules made there under in respect of registration and matters precedent or incidental thereto have been complied with;
8 CMA Could be appointed as Internal Auditor Section 138(1) The new Act provides statutory recognition to CMAs to carry out Internal Audit…..Such class or classes of companies as may be prescribed shall be required to appoint an internal auditor, who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company.
9 Internal Audit is an independent, objective assurance and consulting activity designed to add value to a companyIt helps an entity to accomplish its objectives by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of internal controls and governance processesCMAs have a key role to play in Internal Audit domain as they possess expertise in efficiency and process evaluation
10 CMA - Duty to report fraud Cost Accountant conducting Cost Audit if while performing his duties has reason to believe that an offence involving fraud is being / has been committed against company by its officers / employees, he shall immediately report it to Central Government.
11 Cost Accounting Records and Cost Audit Welcoming and worth-noting point is that Law has widened the ambit of maintenance of cost records and Cost Audit to include companies engaged in providing services.. 148(1)Cost Accounting Records and Cost Auditthe Central Government may, by order, in respect of such class of companies engaged in the production of such goods or providing such services as may be prescribed, direct that particulars relating to the utilization of material or labor or to other items of cost as may be prescribed shall also be included in the books of account kept by that class of companies.Scope and coverage as per Rules
12 CMA Can certify the statement to be filed with the Registrar in case of Compromise or Arrangement under Reconstruction or Merger or Amalgamation.Section 232(7)Every company in relation to which an order is made by NCLT shall, until the completion of the scheme, file a statement in such form and within such time as may be prescribed with the Registrar every year duly certified by a chartered accountant or a cost accountant or a company secretary in practice indicating whether the scheme is being complied with in accordance with the orders of the Tribunal or not.This provision casts an onerous responsibility on CMAs in certifying compliance of the Tribunal’s order
13 CMA Can be appointed as Interim Administrator or the Company Administrator in case of proceedings for Sick Company. Section 259(1)The interim administrator or the company administrator, as the case may be, shall be appointed by the Tribunal from a databank maintained by the Central Government or any institute or agency authorized by the Central Government in a manner as may be prescribed consisting of the names of company secretaries, chartered accountants, cost accountants and such other professionals as may, by notification, be specified by the Central Government.
14 Powers and DutiesTake a complete inventory of assets and liabilitiesAll books of accounts and other documentsList of shareholders and creditorsProforma accounts where up-to-date audited accounts are not availableList of workmen of the company and their duesPrepare a scheme of revival and rehabilitationObtain approval of creditors to the schemePlace the scheme before the shareholders for approval by way of a special resolution
15 CMA Can be appointed as an Official Liquidator CMA Can be appointed as an Official Liquidator . Section 275(2) in case of winding upthe Official Liquidator shall be appointed from a panel maintained by the Central Government consisting of the names of chartered accountants, advocates, company secretaries, cost accountants or firms or bodies corporate having such chartered accountants, advocates, company secretaries, cost accountants having at least ten years’ experience in company matters.The objective is to accelerate the liquidation process and ensure compliance of all statutory provisions relating to liquidation process
16 Scope of powers and Duties Official liquidator shall be convener of the meetings of winding up committee which shall assist and monitor the liquidation proceedingsOL shall take over assets, examine the statement of affairs, finalize list of creditors, sale of assets, compromise and settlement of claimsOL shall prepare a draft report for consideration and approval of the winding up committeeThe final report approved by the winding up committee shall be submitted by the OL to the Tribunal for passing of a dissolution order
17 Official Liquidator may appoint CMA’s to assist him. Section 291(1) The Company Liquidator may, with the sanction of the Tribunal, appoint one or more chartered accountants or company secretaries or cost accountants or legal practitioners or such other professionals on such terms and conditions, as may be necessary, to assist him in the performance of his duties and functions under this Act
18 A person ordered to be examined under this section— CMA Can be appointed as Authorized Representative of a person in case of winding up proceedings. Section 300(4)A person ordered to be examined under this section—may at his own cost employ chartered accountants or company secretaries or cost accountants or legal practitioners entitled to appear before the Tribunal under section 432, who shall be at liberty to put to him such questions as the Tribunal may consider just for the purpose of enabling him to explain or qualify any answers given by him.
19 CMA can be appointed as Technical Member of National Company Law Tribunal. Section 409(3)(c) A Cost Accountant in practice is eligible for appointment as a Technical Member if he is in practice as a cost accountant for at least fifteen years
20 CMA can Appear before the Tribunal Section 432A party to any proceeding or appeal before the Tribunal or the Appellate Tribunal, as the case may be, may either appear in person or authorize one or more chartered accountants or company secretaries or cost accountants or legal practitioners or any other person to present his case before the Tribunal or the Appellate Tribunal, as the case may be.
21 Risk Management under the Companies Act 2013 and the potential role of CMA Section 134 : The Board of Directors Report must include a statement indicating development and implementation of a risk management policy for the company including identification of elements of risk, if any, which in the opinion of the board may threaten the existence of the companySection 177 : The Audit Committee shall evaluate risk management systemsSchedule IV : Independent Directors should satisfy themselves that systems of risk management are robust and defensible
22 A CMA has an opportunity to get actively involved in the process of Risk Management Understand what is risk and its differentdimensionsAssess the probability of an event happening which may de-tour the company plansAssess the probable impact of that event , if that happensDevelop strategy to cope up with riskAlign risk management with business objectives and strategy
23 Very few companies have a Chief Risk Officer position even there CMA may provide expert assistance in the entire process of risk management so as to ensure that the company has a comprehensive Risk Management system in place CMA needs to up- grade knowledge in Risk Management processes
24 Corporate Social Responsibility CMA can play a key role in complying with Section 135 of the Companies Act , 2013CSR needs a rational approachCSR policyCSR CommitteeNeed assessment / Base line surveyIdentification of CSR projects
25 Corporate Social Responsibility… Identification and agreement with implementing NGOsPlanning and monitoring of CSR projectsPost CSR project completion assessment / Social AuditCMAs have an opportunity to get actively involved in CSR initiatives of the company.CMAs possess Project management skills to manage CSR projects efficiently and effectively
26 CMA as Independent Director Section 150 Provides that every listed public company shall have at least one third of total number of directors as independent directors CMAs can contribute significantly in improving corporate governance processes in companies wherein they are appointed as the Independent Directors
27 CMA as Key Managerial Personnel Section 2 - Managing Director or Chief Executive Officer or manager and in their absence, a whole time director Company Secretary and Chief Financial Officer.By virtue of qualification and experience a CMA may become a Key Managerial Person in the company by holding the designated position
28 CMA authorized for pre certification of various e – forms prescribed under the Companies Act
29 CMAs .. Awake.. Arise..The members of the institute need to gear up and leverage their professional edge to seize the opportunities in the new areas opened up by the Companies Act : CMAs needUp dation of knowledgePractical and pragmatic approachProactive and analytical mindsetChallenge and opportunity to serve the nation in a much greater way in the broader interest of all the stakeholders and the public
30 Thank You You may reach me at cbst. skgupta@gmail Thank You You may reach me at Mobile :