The Companies (Accounts) Second Amendment Rules, 2023, were announced by the Ministry of Corporate Affairs on June 2, 2023. They alter the Companies (Accounts) Rules, 2014, in several ways. Companies (Accounts) Second Amendment Rules, 2023 state that after completing the required forms AOC-4, AOC-4-NBFC (Ind AS), or AOC-4 XBRL, Form CSR-2 must be submitted separately on or before March 31, 2024, for the financial year 2022–2023. The day after these changes are published in the official gazette, they take effect.
The Central Government specifies some of the rules for further amending the Companies (Accounts) Rules, 2014 in accordance with the authority granted by sub-sections (1) and (3) of section 128, sub-section (3) of section 129, section 133, section 134, section 135(4), section 136(1), section 137, and section 138 as may be read with section 469 of the Companies Act, 2013. These rules are as follows:-
- Short title and commencement –
(a) these rules will be called the Companies (Accounts) Second Amendment Rules, 2023.
(b) These provisions shall be applicable from the date when they will be published in the Official Gazette.
- The second proviso of the Companies (Accounts) Rules, 2014 must be replaced with the provision that reads as follows:-
As stated in the rules, “Provided also that for the financial year 2022-2023, Form CSR-2 has to be filed separately on or before March 31, 2024, following the filing of Form No. AOC-4, Form No. AOC-4-NBFC (Ind AS), or Form No. AOC-4 XBRL, as specified in the Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2015, as applicable.”
Important Provisions Dealt With In the Companies (Accounts) Second Amendment Rules 2023
Following are some vital provisions dealt with in the Companies (Accounts) Second Amendment Rules 2023:
- Section 128(1) of Companies Act, 2013 – Every company must create and maintain at its registered office books of account, other pertinent documents, and financial statements for each fiscal year that provide a true and real image of the company’s state of affairs, including that of any branch office(s) and explain the transactions carried out at both the registered office and its branches. These books must be maintained on an accrual basis and using the double entry system.
Suppose the Board of Directors decides to keep any or all of the aforementioned books of account and other pertinent papers somewhere else in India. In that case, the company must file a written notice with the Registrar within seven days of that decision giving the complete address of that additional location.
Furthermore, the business may maintain such books of accounts or other pertinent documents in an electronic format in accordance with any applicable regulations.
- Section 128(3) Companies Act, 2013 – Any director may inspect the books of account and other records kept by the company within India during business hours at the company’s registered office or any other location within India. Suppose any financial records are kept outside of India. In that case, copies of those records must be kept and made available for any director to inspect, subject to any conditions that may be prescribed.
However, only the person designated in this manner may conduct an examination of any subsidiary company of the company who is authorised by a resolution passed by the Board of Directors.
- Section 129(3) Companies Act, 2013
When a company has subsidiaries or associate companies. The company must prepare a consolidated financial statement in the same format and manner as per the applicable accounting standards. This statement must be presented at the company’s annual general meeting as its financial statements.
With the caveat that the firm must also provide a supplementary statement that summarises the key elements of the financial statements of its subsidiary company or subsidiaries and associated company or companies in the format that may be required.
Furthermore, the Central Government may make provisions for the consolidation of company accounts in accordance with applicable regulations.
- Section 133 of the Companies Act, 2013
In consultation with and following examination by the National Financial Reporting Authority, the Central Government may prescribe the accounting standards or any supplement thereto as the Institute of Chartered Accountants of India (ICAI) may recommend. The organisation was established under section 3 of the Chartered Accountants Act, 1949.
- Section 134 of the Companies Act, 2013
Section 134 deals with significant reports and papers that must be filed by a corporation, such as financial statements, board reports, a description of directors’ responsibilities, etc. First of all, it specifies how the financial statements should be authorised. The Section further specifies that the Board of directors must approve the statement before the directors may sign it. Additionally, it stipulates that the auditor’s report must be attached. A board report must also be included in addition to this. The list of materials that must be stated in the report is also provided in this part.
- Section 135(4) Companies Act, 2013
Every company mentioned in subsection (1) shall have a Board of Directors that –
(a) Adopt the company’s corporate social responsibility policy after considering the recommendations made by the corporate social responsibility committee. They disclose the contents of the policy in its report, and, if applicable, post the policy on the company’s website in the manner that may be required; and
(b) Ensure that the corporation carries out the initiatives listed in its corporate social responsibility policy.
- Section 137 of the Companies Act, 2013
Companies must submit their 2013 Audited Financial Statements within 30 days in Form AOC-4 of the company’s Annual General Meeting in accordance with Section 137 of the Companies Act. For various classes of corporations, different forms are required.
- Section 138 of the Companies Act, 2013
(1) Any class of companies that are prescribed may be required to appoint an internal auditor to conduct an internal audit of the company’s functions and activities. The chartered accountant, cost accountant, or other professional may be the internal auditor the Board may determine.
(2) The form and frequency in which the internal audit shall be carried out and reported to the Board may be prescribed by rules made by the Central Government.
The Central Government here makes rules for the company’s accounts that shall come into effect as and when they are published in the official gazette.
Read Our Article: Companies (Accounts) Amendment Rules, 2023