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Business Reorganisation and Consolidation

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Author: Amit Jain
Contact: +91-22-67477400 / amit@nehasinghi.com

Date: July 16, 2013

XBRL: Smart Accounting

XBRL

eXtensible Business Reporting Language

Introduction

XBRL stands for Extensible Business Reporting Language. It is a new global standard of Financial and Business Reporting with an Open Technology. It is used for electronic sharing and communication of business and financial data. It facilitates preparation, analysis and communication of business information. It offers significant cost savings, greater efficiency, accuracy and reliability in use of financial data.

XBRL and XML

The concept of XBRL is developed and derived from XML (eXtensible Markup Language) by international non-profit consortium of companies, organizations and government agencies. XBRL is a flexible version of XML. It provides a standard set of XML tags for exchanging accounting information and financial statements between companies and analysts. It is free of license fees.

XBRL consists of core language of XML elements and attributes. It allows and helps software vendors and programmers to adopt this language for preparation and distribution process. It also helps to enhance, exchange and comparison of business reporting information. The scope of XBRL extends to financial statements, financial information, non financial information, general ledger transaction and regulatory findings, such as annual and quarterly reports.

XBRL with Computers

The computes recognize the data in XBRL document, select it, analyze it, store it, exchange it with other computers and present it automatically in a variety of ways for users. XBRL greatly increases the speed of handling of financial data, reduces the chance of error and permits automatic checking of information.

XBRL in Organizations

All types of organizations can use XBRL. As XBRL is extensible and flexible, it can be adapted to fulfill different requirements. By using XBRL, company and other producers of financial data and business reports can automate the processes of data collection.

Companies can use XBRL to save costs and simplifies their processes for collecting and reporting financial information. XBRL can handle data in different languages and accounting standards. It can flexibly be adapted to meet different requirements and uses. Data can be transformed into XBRL by suitable mapping tools or it can be generated in XBRL by appropriate software.

XBRL Tags

In XBRL information is broken down into unique items of data. These data items are then assigned mark-up tags that make them computer-readable. For example, the tag <Liabilities>100</Liabilities> enables a computer to understand that the item is liabilities, and it has a value of 100.

As XBRL tags are formed in a universally-accepted way, they can be read and processed by any computer that has XBRL software. XBRL tags are defined and organized using categorization schemes called taxonomies.XBRL doesnot treat financial information as a block of text or numeric items, instead it attaches a unique electronically readable tag for each individual financial term.

Taxonomies

Different countries use different accounting standards. Reporting under each standard reflects differing definitions. The XBRL language uses different dictionaries, known as ‘taxonomies’, to define the specific tags used for each standard. Taxonomies are the computer-readable ‘dictionaries’ of XBRL. The taxonomies provide definitions for XBRL tags, they provide information about the tags, and they organize the tags so that they have a meaningful structure.

Taxonomy is made up schema and linkbases. Schema is the set of all the concepts with their XBRL attributes and documentation. All the attributes that required for the XBRL software to understand the meaning of a concept have to be defined. The linkbases provide the relationship amongst the various concepts. While building the taxonomy three broad reporting categories have been considered, taking into account the different reporting requirements. These are:-

1.      Commercial and Industrial

2.      Banking Companies

3.      Non-Banking Finance companies

Ways to create Financial Statements In XBRL

  • XBRL-aware accounting software products are becoming available which will support the export of data in XBRL form. These tools allow users to map charts of accounts and other structures to XBRL tags.
  • Statements can be mapped into XBRL using XBRL software tools designed for this purpose
  • Data from accounting databases can be extracted in XBRL format. It is not strictly necessary for an accounting software vendor to use XBRL; third party products can achieve the transformation of the data to XBRL.
  • Applications can transform data in particular formats into XBRL. The route which an individual company may take will depend on its requirements and the accounting software and systems it currently uses, among other factors.

Banks Submitting Returns to RBI in XBRL

A set of returns for monitoring capital adequacy and other statutory returns have been implemented using XBRL under RBI Act 1934. Rationalises the number of returns to be submitted by banks, thus reduces reporting burden on banks.With the introduction of XBRL, RBI could bring down number of returns from 291 to 225(vide RBI Press Release dated 14 August 2008 and 17 December 2008.)

 

Benefit to a company

  • Increases the utility of financial statement information.
  • The need to re-key financial data for analytical and other purposes can be eliminated.
  • Companies can automate data collection.
  • Reports can be produced with minimum efforts.
  • Removes time-consumption, error-prone processes as well as performs accuracy checks on software.

XBRL in MCA

Circular No. 09/2011.It has been decided by the Ministry of Corporate Affairs to mandate certain class of companies to file balance sheets and profit and loss account for the year 2010-11 onwards by using XBRL taxonomy. The Financial Statements required to be filed in XBRL format would be based upon the Taxonomy on XBRL developed for the existing Schedule VI, as per the existing, (non converged) Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006.

Income tax Department accepts Income Tax Returns in xml format. The data submitted in pdf formats is capable of getting exported to xml.

According to General Circular No. 37/2011 dt. 7-6-2011 XBRL filing is mandatory in a phased manner based on existing Schedule VI. For the companies having balance sheet date on or after 31/03/2011 the last date of filing will be 30th November or 60 days from the date whichever is later.

Coverage in Phase I

The following class of companies has to file the Financial Statements in XBRL Form only from the year 2010-2011:-

(i)All companies listed in India and their subsidiaries, including overseas subsidiaries;

(ii)All companies having a paid up capital of Rs. 5 Crore and above or a Turnover of Rs. 100 crore or above.

Exemptions:-

  • Unlisted Companies
  • Overseas Subsidiaries of Listed Companies
  • Power Companies
  • Insurance Companies
  • NBFCs

Conclusion

XBRL is set to become the standard way of recording, storing and transmitting business financial information. It is capable of use throughout the world, whatever the language of the country concerned, for a wide variety of business purposes. It will deliver major cost savings and gains in efficiency, improving processes in companies, governments and other organizations.

With this XBRL Mandate, analysis of the use of the taxonomies and ability to easily modify them will become critical in evolving the reporting regulations. Companies and finance professionals would need to submit financial data on XBRL format to MCA and MCA would need to verify the data to ensure compliance with structural and reporting guidelines and analyze them quickly and reliably to ensure quality, accuracy and consistency.

Author: Sweta Agarwal

Contact: +91 9883116576, +91 9339906677

swetaagarwal3010@gmail.com

Date: 06 July 2011

Obtaining Director Identification Number

Introduction
The e-governance initiative of Ministry of Corporate Affairs(MCA) brought in the concept of Director Identification Number (DIN). Every Director or proposed Director is required to register himself with the MCA and obtain an unique identification number (Section 266A to 266 inserted by  Companies (Amendment) Act, 2006).
Step by step process to be followed by the applicant is as under:

Step I. Obtain provisional DIN
The applicant is required to fill-up and submit form DIN-1 online for obtaining provisional DIN. Form DIN-1 is available under ‘Apply for DIN’ tab on the left hand side panel under DIN’ link on the homepage of MCA portal.

Step II. Pay Din application fee
The applicant is required to login to the MCA portal and click on ‘Pay Miscellaneous fee’ link available under the ‘Services’ tab. Select ‘DIN application fee’ option and enter the provisional DIN. Applicant can make the payment of fee by using any of three modes of payment available on MCA portal. Form DIN-1 will be processed only after the DIN application fee is paid.

Step III. Dispatch DIN application to MCA DIN Cel
The applicant is required to take a print-out of Form DIN-1 (containing provisional DIN generated online). Fill the service Request Number (SRN) of the fee paid. Sign the DIN application form manually and paste a good resolution photograph in the space earmarked. Attach the photocopies of the ‘Proof of Identity’ (Attach additional proof, if ‘Father’s name and ‘Date of Birth’ is not indicated in the ‘Proof of Identity’) and the ‘Proof of Residence’ with DIN application form and tick the relevant checkbox against the document name. Get the photograph and the attached supporting documents attested from an approved authority as specified in form DIN-1. The certifying authority must mention its particulars such as Name, COP No. etc, and affix its seal/ stamp.

Complete set of documents is required to be sent to MCA DIN Cell at Noida, by post, courier or hand delivery, as per convenience, within 60 days from the date of generation of provisional DIN online.

Processing of DIN application

DIN application is received by MCA DIN Cell. DIN application form and attached supporting documents are scrutinized and if found in order, the provisional DIN is approved and activated in the system. If there is any defect in the DIN application, the provisional DIN is rejected. It takes about a week’s time to complete this process. DIN approval/ rejection letter is generated and sent by post to the applicant. The status of application can also be tracked from the ‘DIN Approval status’ tab in the DIN corner.

What is DIN2 or DIN3?
Applicable only for directors appointed upto 30 th June, 2007 and where the Form 32 had been filed before the date. DIN2-Intimation of DIN by the Directors to the Company; DIN3-Intimation of DIN by Company to ROC.

Post-approval changes in particulars of DIN-1
If there is any change in the particulars submitted in form DIN-1, File form DIN-4 for intimating the changes in the particulars within 30 days. For instance in the event of change of address of a director, he/ she is required to intimate this change by submitting Form DIN-4 along with the required attested documents with MCA DIN Cell.

Process for applicants who are (i) Indian citizens residing abroad; (ii) foreign nationals residing in India; and (iii) foreign nationals residing outside India
While general conditions would be applicable in these categories also, the certification of attached documents and the photograph may be done by a notary in the home country of the applicant or the Managing Director/ CEO of the Company on which he is a Director or the Company Secretary in full time employment of the Company. Further, in the case of a Foreign National, certified copy of the valid passport should be enclosed.

Before you fill-in application for DIN, please remember following common causes of REJECTIONS

  • Applicant’s name and father’s name mentioned in abbreviated form. – The Name should be expanded even if the ID proof contains the name in abbreviated form.
  • Mismatch in the Name and Father’s Name in DIN form with the ID (Identity) proof enclosed. – Any mismatch in Name, including spelling mistake, may lead to rejection of application. Minor spelling deviations in the father’s name may be accepted, if such deviations do not materially impact the name.
  • Prefixes like Mr. / Ms. / Kumari / Shri etc. used in the applicant’s name.
  • Residence proofs like: Bank Statements, Electricity Bill, Telephone Bill, Utility bills etc. submitted are older than 2 months of submitting the application for verification OR such documents are in the name of some other person, for example father or spouse.
  • The supporting documents are not duly attested i.e. Name, Designation, Membership/ Practicing certificate number etc. are not clearly indicated. – If the seal/ stamp does not contain membership/ practicing certificate number, same may be recorded by hand.
  • Passport / Driving License / Identity proofs etc attached are expired. – Only such documents which are currently valid should be attached.

Source: “www.mca.gov.in” The checklist is an extract from MCA website.

Change of name of a company

  1. Select few names which indicate the main object of the company. Hold a Board meeting and adopt the new names selected.
  2. Electronic filing of Form for checking the availability of new name with ROC
  3. Receive confirmation of availability of name from ROC
  4. Hold a Board Meeting for calling an AGM/EGM to pass the special resolution for change of name subject to approval of Central Government
  5. Hold the General Meeting and pass the Special Resolution
  6. Electronic filing of Form 23 along with special resolution and explanatory statement
  7. Applying for Central Government Approval in eForm with the following attachments: Minutes of the meeting where resolution is passed; Approval order from concerned authority such as RBI/IRDA/SEBI or so; If change in name is due to change in main activity, a certificate from CA for turnover details of new activity; Copy of Previous approval order for change of name if any
  8. On receiving the approval, apply for fresh Certificate of Incorporation
  9. Alteration of the MOA & AOA, books and records, letterheads, bills, vouchers along with signboard and others

In case of listed company

  • Send copies of notices of General Meeting issued to shareholders to the Stock Exchange
  • Six copies of ammendment made in Memorandum of Association as soon as the same is adopted in the General Meeting, one being a certified copy.
  • Proceedings of General Meetings
  • A time period of at least one year should have elapsed from the last name change
  • 50% of the total revenue in the preceeding year should have been accounted for the new activity suggested by the new name
  • new name along with old name should be disclosed through the EDIFAR website for a continuous period of 1 year

Application for exemption under Section 211/212

Applications seeking exemption under Section 211 of the Companies Act should be accompanied by :

  1. Specific Board resolution in support of the proposal indicating specific paras of Part II of Schedule VI and the financial year in respect of which exemption is sought.
  2. Copies of approvals under Section 211 obtained, if any, during the last three financial years.

The following information should invariably be furnished with the application in the fields forming part of the eForm:

  • The financial year for which exemption is sought.
  • Precise reasons/justification for seeking exemption.
  • If the company had been complying with the requirements in the past, reasons as to how the company has been complying in the past.
  • It should be indicated as to whether the company is maintaining proper purchase/ sales/ stock registers so as to furnish true and fair view of its state of affairs in compliance of Sections 209/211 read with Schedule VI to the Act.
  • Details of total turnover and exports made by the company during the financial year in respect of which exemption is sought.

Applications seeking exemption under Section 212 of the Companies Act should be accompanied by :

  1. Specific Board resolution in support of the proposal mentioning inter-alia the names of subsidiaries and their financial year in reference.
  2. Copies of approvals under Section 212 obtained, if any, during the last three financial years.

The following information should invariably be furnished with the application in the fields forming part of the eForm:

  • The financial year for which exemption is sought. This year should also be the year mentioned in the accompanying board resolution.
  • Precise reasons/justification for seeking exemption.
  • Names of subsidiaries in respect of which exemption is sought.
  • Dates on which the companies became subsidiaries of the applicant company.
  • The financial years of the holding and subsidiary companies under reference.

The companies may have to furnish any other additional information as may be asked for by the Department.

Source: “www.mca.gov.in” The checklist is a direct extract from MCA website.

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12-May-2009 Change in AS 11 to prevent forex led distortions
18-May-2009 Supreme Court rulings
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Date Update
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27-July-2011 Rate of exchange of conversion of each of the foreign currency with effect from 1st August, 2011
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31-March-2011 Creation of Seven Posts of Indirect Tax Ombudsman
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14-March-2011 Liability Of Interest Where CENVAT Credit Was Wrongly Taken But Reversed By Assessee Before Utilization-Reg
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11-November-2009 First Discussion Paper on Goods and Service Tax
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** Please note that the links given above might take you to another website, and the Propreitor of the Website is not liable for the contents whatsoever. The contents have been provided in good faith for the benefit of the user.

Securities Laws recent

 

Date Update
20-January-2014 FII Position Limits in Exchange Traded Interest Rate Futures (IRF)
08-January-2014 Operational Guidelines for Designated Depository Participants
07-January-2014 Delivery Instruction Slip (DIS) Issuance and Processing
07-January-2014 Reporting of Trades in Securitised Debt Instruments in Trade Reporting Platforms and Clearing and Settlement of trades in Securitised Debt Instruments through Clearing Corporations
13-August-2012 Direct Market Access – ClarificationRedressal of investor grievances against listed companies in SEBI
Complaints Redress System
Manner of Dealing with Audit Reports filed by Listed companies
02-August-2012 Activation of ISIN in case of additional issue of shares/ securities
21-May-2012 SEBI issues SEBI (Alternative Investment Funds) Regulations, 2011, repeals . Repeal of the SEBI (Venture Capital Funds) Regulations, 1996
09-February-2012 Guidelines for disclosures to be made in the Letter of offer in respect of Buy-back of securities in terms of SEBI (Buy-back of Securities) Regulations, 1998
08-February-2012 Amendments to the Equity Listing Agreement
01-Februrary-2012 Offer For Sale of Shares by Promoters through the Stock Exchange Mechanism
25-January-2012 Eligibility criteria for qualified depository participant.
20-January-2012 Composition of Arbitration Committee
20-January-2012 Investor Grievance Redressal Mechanism at Stock Exchange
13-January-2012 Investment by Qualified Foreign Investors (QFI) in Indian equity shares
03-January-2012 Changes in Re-investment period of FII debt limit
11-July-2011 Clarification regarding admission of Limited Liability Partnerships as
members of Stock Exchanges
05-July-2011 Modification in Client Codes of Non-Institutional Trades Executed on Stock Exchanges (All Segments)
16-March-2011 Listing Agreement For Securitized Debt Instruments
08-March-2011 Allocation Of Government Debt Long Term & Corporate Debt – Old Investment
Limits To FIIs
07-March-2011 Load Balances For Mutual Fund And AMCs
7-Sept-2010 Secretarial Audit Nomenclature changed to Reconciliation of Share Capital Audit
17-May-2010 SEBI wants costs raised for MFs, brokers
3-May-2010 New SEBI guidelines will increase investor confidence in ratings: CRISIL
27-April-2010 No change in status of Tata Motors’ DVR shareholders: Sebi
21-April-2010 SEBI’s counter affidavit proves NSE as government entity in RTI case
7-April-2010 SEBI Amends Listing Agreement – April 05, 2010
31-March-2010 MFs hold back dividend plans after SEBI diktat
16-March-2010 Sebi banks on fund houses to improve corporate governance
4-March-2010 Reliance Media challenges sale of majority shares of Fame to Inox
8-January-2010 Sebi orders operational audit of credit rating agencies
8-January-2010 SEBI clarifies asset cover norms for debt instruments
2-January-2010 SEBI panel to resolve pending grievances
2-January-2010 SEBI passes Rs 15 crore consent order in IPO scam
28-December-2009 SEBI is waking up to complete takeovers
22-December-2009 Sebi board to take up NSDL issue tomorrow (IPO scam 2005)
21-December-2009 25 percent public holding mandatory for listed companies
21-December-2009 Sebi seeks action against RIL in share issue case
16-December-2009 Usage of IPO proceeds not monitored by SEBI: Govt
15-December-2009 Barclays Banned from Trading in India, Because of False Data
10-December-2009 BSE to suspend trading in securities of 18 companies
10-December-2009 Nominees should not be considered independent directors: ICSI
9-November-2009 Sebi expand scope of broker’s agents
22-October-2009 SEBI finds it difficult to crack down on insider trading
16-September-2009 Ruling on Non-compete fees to public shareholders : SAT sets aside Sebi ruling on Tata Tea
16-September-2009 DIP Guidelines rescinded, comes in SEBI (Issue of Capital and Disclosure Requirements) Regulation 2009
21-August-2009 SEBI cuts right issue allotment timeframe to 15 days
3-August-2009 All financial regulators may come under SAT
29-July-2009 IFC, SEBI in corp governance tie up
29-July-2009 Leading PSUs under the SEBI scanner
29-July-2009 In support of No issue of shares with differential voting rights
23-July-2009 SEBI bars listed cos from issuing shares with superior rights
22-July-2009 10% public holding must to stay ‘listed
14-July-2009 Compulsory holding of 25% under discussion
30-May-2009 Sebi norm on bond security stumps cos
15-May-2009 Sebi to pay 1st year peer review audit fees
15-May-2009 Simplified Listing Agreement for Debt Securities
11-May-2009 Insider Trades
16-Apr-2009 SEBI allows FIIs to invest in IDRs
14-Apr-2009 Tech Mandra open offer for Satyam shareholders
Limit to money market investments by Funds
Before 25-Mar-2009 Directors said to have control in a Board driven company Text of Order
Investor Complaint Redressal Drive
News on Guidelines for online debt issues
News clipping on 75 firms pledge over 30% stakes
Amendments in DIP Guidelines for Preferential Issue and others
News clipping on SEBI eases Disclosure and Investor Protection norms
News clipping on Insider trading complaints in Reliance Petroleum

** Please note that the links given above might take you to another website, and the Propreitor of the Website is not liable for the contents whatsoever. The contents have been provided in good faith for the benefit of the user.