EXTRACT OF PROPOSED CHANGES IN TAXONOMY (2014-15)

The C&I taxonomy which was open for public comments till 10^th July 2015 has further been amended and hosted on MCAs website. MCA has also come up with draft business rules based on the draft C&I taxonomy 2015. Validation tools are still awaited. MCA has also provided the draft form AOC-4, which is a consolidated form for filing Balance Sheet and Profit & Loss A/c (earlier form 23AC/23ACA). Contents of the form are similar as of the earlier form. However, the final form is not yet available.

Due date for filing of form which was extended till 31^st October 2015 for all the companies  irrespective of their date of AGM wide general circular no, 10/2015 dated 13^th July 2015 is still in force and no other extension has been announced by MCA yet.

Now total number of elements has been increased to 3,585 from 3,535 earlier. Some of the changes have been incorporated to improve the quality of XBRL and add additional validations. We have compiled the major changes in two versions released during the year. Extract of Proposed changes in taxonomy viz-a-viz 2012 taxonomy are mentioned here below:

·        Apart from CSR note, taxonomy requires disclosure related to CSR at different place like

•          provisions for CSR Expenditure under Subclassification and notes on liabilities and assets,
•          contribution to trust controlled by Company under related party disclosure.
•          CSR Expenditure under other provisions, contingent liabilities and contingent assets

·        As there was certain ambiguity about disclosure of share holding pattern, now they have come up with revised elements for shareholding pattern which are much more in line with the listing agreement.

·        Now there is afresh requirement about details of conversion of Operating lease into financial lease or vise versa.

·         Many XBRL service providers were not disclosing complete details about all the subsidiaries as required by XBRL. Now to add validation on that an additional Element has been added for disclosing total number of subsidiaries.

·        Similarly Gross Value of Transactions With Related Parties As Per AS 18 has been desired to have a check that all the related party transactions are properly disclosed in XBRL.

·        Now there is a separate ELR for dividend paid to related parties.

·        As some of the XBRL service providers were not disclosing cashflow or may be some tables related to Joint Ventures and Associate, now all those are also covered under validation with a separate element with applicability of the same. 

·        There are major changes in Directors Report with approximately 12 additional Schedules  accompanied by 258 newly inserted elements:

-          Details of related party transactions,

-          Number of board meetings during the year,

-          Declaration by independent director,

-          Disclosures regarding secretarial audit,

-          Disclosures for deposits,

-          Additional details for CSR,

-          Additional disclosures for remuneration,

-          Details of principal business contributing more than 10% of the turnover,

-          Detailed shareholding pattern,

-          Details of promoters holding,

-          Details of top ten shareholders,

-          Details of Indebtedness of company,

-          Details of penalty/punishment/compounding of offence,

-          Details of Penalty, Punishment or Compounding Fees Imposed.

·        New ELR for Secretarial Audit Report with following key disclosure requirements:

-          Complete text of the report,

-          Applicability of Secretarial Audit,

-          Qualification/observations in the report,

-          Details of signatory,

-          SRN of Form MR-3.

·        In case of Investment in Subsidiaries, Associate and Joint Venture, additional disclosures regarding:

-          entities which are yet to commence operation, and;

-          entities which are liquidated and sold during the year.

·        Following further information required for in case of consolidated financial statement:

-          Name of entity consolidated,

-          Type of entity consolidated,

-          Amount of net assets of entity consolidated,

-          Net assets of entity as percentage of consolidated net assets,

-          Amount of share in profit or loss of entity consolidated, and;

-          Share In profit or loss of entity as percentage of consolidated profit or loss.

·        Instead of “Directors Remuneration and other information”, details of “Key Managerial personals Remuneration and other information” will be required with following newly inserted ELRs 

-          Designation of key managerial personnel,

-          Permanent account number of key managerial personnel other than director,

-          Profits in lieu of salary Sweat equity ,

-          Commission as percentage of profit ,

-          Sweat equity,

-          Ceiling as per act for remuneration,

·        Detailed information is asked in the newly inserted elements about CSR activities, few vital points are mentioned here:

-          Applicability  provisions of corporate social responsibility on company,

-          Period for which CSR is being reported,

-          Information about inclusion of subsidiary companies,

-          Composition of CSR committee,

-          Detailed  CSR policy,

-          Overview of projects or programs proposed to be undertaken,

-          Web link of company at which CSR policy and projects/programs undertaken is placed,

-          Average net profit for last three financial years,

-          Prescribed CSR expenditure,

-          Amount CSR to be spent for financial year,

-          Amount spent during year with the details of expenditure,

-          Amount unspent,

-          Manner in which amount CSR spent during financial year,

-          CSR project or activity identified and sectors covered,

-          Name of state and district where projects or programs were undertaken,

-          Budget amount outlay project or program wise,

-          Amount spent on projects or programs,

-          Cumulative expenditure upto reporting period,

-          Whether amount spent was direct or through implementing agency,

-          Disclosure responsibility statement of CSR committee that implementation and monitoring of CSR policy is in compliance with CSR policy of company.

·        Discloser of Web link of company at which annual report is placed along with the details of registrar and transfer agent.

·        Disclosure relating to amount required to be transferred to Investor Education and Protection Fund in auditor’s report.

·        In signatories to balance sheet details of CFO has been added.

·        New ELR for CSR expenditure on the face of Profit and loss account.

·        New disclosures under share capital, for Issuance of share capital out of conversion of Debentures/preference shares in case of private placement or preferential allotment. Also the details for shares issued under ESOP.

·        New ELR for Deposit Repayment Reserve under reserves and surplus.

·        Deposit Repayment Reserve Account with Banks under cash and cash & cash equivalents.

·        Some additional information for Nidhi companies.

               

·        Majority of other changes includes, aligning the taxonomy as per the new legislature and corrections in existing taxonomy, viz.

-          ELRs for CARO reporting have been changed in line with the new CARO.

-          Requirement for disclosing details of subsidiary as required by erstwhile section 212 has been done away.

-          Used updated nomenclatures at various places which were confusing or misleading in nature.

A few new elements added at certain places.