Companies Act section 10: Effect of memorandum and articles

In force · As amended up to 2026-08

10. Effect of memorandum and articles. —(1) Subject to the provisions of this Act, the memorandum and articles shall, when registered, bind the company and the members thereof to the same extent as if they respectively had been signed by the company and by each member, and contained covenants on its and his part to observe all the provisions of the memorandum and of the articles. (2) All monies payable by any member to the company under the memorandum or articles shall be a debt due from him to the company. (2) Previous reporting period Balance at the beginning Changes in Equity Shares Restated balance at the Changes in equity share Balance at the end of the of the previous reporting Capital due to prior beginning of the previous capital during the previous previous reporting period period period errors reporting period year B. Other Equity (1) Current reporting period Balance at the beginning Changes in Equity Shares Restated balance at the Changes in equity share Balance at the end of the of the current reporting Capital due to prior beginning of the current capital during the current Current reporting period period period errors reporting period year 1. Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for the Heading "Statement of Changes in Equity" (w.e.f. 1-4-2021). 10. The NBFCs preparing financial statements as per this Schedule may change the order of presentation of line items on the face of financial statements or order of line items within the schedules in order of liquidity, if appropriate, considering the operations performed by the NBFC. Note: This Schedule sets out the minimum requirements for disclosure on the face of the Financial Statements, i.e., Balance Sheet, Statement of Changes in Equity for the period, the Statement of Profit and Loss for the period (The term 'Statement of Profit and Loss' has the same meaning as 'Profit and Loss Account') and Notes. Cash flow statement shall be prepared, where applicable, in accordance with the requirements of the relevant Indian Accounting Standard. Line items, sub-line items and sub-totals shall be presented as an addition or substitution on the face of the Financial Statements when such presentation is relevant to an understanding of the NBFC's financial position or performance or to cater to categories of NBFCs as prescribed by the relevant regulator or sector-specific disclosure requirements or when required for compliance with the amendments to the relevant statutes or under the Indian Accounting Standards. PART I -BALANCE SHEET Name of the Non-Banking Financial Company……………………. Balance Sheet as at ……………………… ||Particulars|Note No.|Figures as at the end of current reporting period|Figures as at the end of the previous reporting period| |---|---|---|---|---| ||1||2|3| ||ASSETS|||| |(1)|Financial Assets|||| |(a)|Cash and cash equivalents|||| |(b)|Bank Balance other than(a)above|||| |(c)|Derivative financial instruments|||| |(d)|Receivables|||| ||(I) Trade Receivables|||| ||(II) Other Receivables|||| |(e)|Loans|||| |(f)|Investments|||| |(g)|Other Financial assets(to be specified)|||| |||||| |(2)|Non-financial Assets|||| |(a)|Inventories|||| |(b)|Current tax assets(Net)|||| |(c)|Deferred tax Assets(Net)|||| |(d)|Investment Property|||| |(e)|Biological assets other than bearerplants|||| |(f)|Property, Plant and Equipment|||| |(g)|Capital work-in-progress|||| |(h)|Intangible assets under development|||| |(i)|Goodwill|||| |(j)|Other Intangible assets|||| |(k)|Other non-financial assets(to be specified)|||| ||Total Assets|||| ==> picture [500 x 537] intentionally omitted <== ==> picture [190 x 13] intentionally omitted <== Name of the Company……………………. A. Equity Share Capital 10. Compound financial instruments such as convertible debentures, where split into equity and liability components, as per the requirements of the relevant Indian Accounting Standards, shall be classified and presented under the relevant heads in 'Equity' and 'Liabilities' (1) Current reporting period ==> picture [500 x 334] intentionally omitted <== (2) Previous reporting period ==> picture [500 x 207] intentionally omitted <== Income for the previous year Dividends Transfer to retained earnings Any other change (to be specified) Balance at the end of the previous reporting period Note: Remeasurement of defined benefit plans and fair value changes relating to own credit risk of financial liabilities designated at fair value through profit or loss shall be recognised as a part of retained earnings with separate disclosure of such items alongwith the relevant amounts in the Notes or shall be shown as a separate column under Reserves and Surplus.] Notes GENERAL INSTRUCTIONS FOR PREPARATION OF BALANCE SHEET A Non-Banking Financial company shall disclose the following in the notes to accounts: - (A) Cash and cash equivalents : Cash and cash equivalents shall be classified as: - (i) Cash on hand - (ii) Balances with Banks (of the nature of cash and cash equivalents); - (iii) Cheques, drafts on hand; and - (iv) Others (specify nature). Cash and Bank balances: The following disclosures with regard to cash and bank balances shall be made: - (i) Earmarked balances with banks (for example, for unpaid dividend) shall be separately stated. - (ii) Balances with banks to the extent held as margin money or security against the borrowings, guarantees, other commitments shall be disclosed separately. - (iii) Repatriation restrictions, if any, in respect of cash and bank balances shall be separately stated. - (B) Derivative financial Instruments - 1 Explain use of derivatives - 2 Cross-reference to Financial Risks section for management of risks arising from derivatives |Part I|(Current Year)|(Current Year)|(Current Year)|(Previous Year)|(Previous Year)|(Previous Year)| |---|---|---|---|---|---|---| ||Notional amounts|Fair Value - Assets|Fair Value - Liabilities|Notional amounts|Fair Value - Assets|Fair Value - Liabilities| |(i)Currency derivatives:||||||| |-Spot and forwards||||||| |-Currency Futures||||||| |-Currency swaps||||||| |-Options purchased||||||| |-Options sold (written)||||||| |-Others||||||| |Sub total (i)||||||| |||||||| |(ii)Interest rate derivatives||||||| |-Forward Rate Agreements and Interest Rate Swaps||||||| |-Options purchased||||||| -Options sold (written) -Futures -Others Subtotal(ii) (iii)Credit derivatives (iv) Equity linked derivatives (v) Other derivatives (Please specify) Total Derivative Financial Instruments (i)+(ii)+(iii)+(iv)+(v) Part II Included in above (Part I) are derivatives held for hedging and risk management purposes as follows: (i)Fair value hedging: - Currency derivatives - Interest rate derivatives - Credit derivatives - Equity linked derivatives - Others Sub total (i) (ii)Cash flow hedging: - Currency derivatives - Interest rate derivatives - Credit derivatives - Equity linked derivatives - Others Sub total (ii) (iii)Net investment hedging: (iv) Undesignated Derivatives Total Derivative Financial Instruments (i)+ (ii)+(iii)+(iv) With respect to hedges and hedge accounting, NBFCs may provide a description in accordance with the requirements of Indian Accounting Standards, of how derivatives are used for hedging, explain types of hedges recognized for accounting purposes and their usage/application by the entity. - (C) Receivables: - (i) Receivables shall be sub-classified as: - (a) Receivables considered good - Secured; - (b) Receivables considered good - Unsecured; - (c) Receivables which have significant increase in Credit Risk; and - (d) Receivables - credit impaired - (ii) Allowance for impairment loss allowance shall be disclosed under the relevant heads separately. (iii) Debts due by directors or other officers of the NBFC or any of them either severally or jointly with any other person or debts due by firms including limited liability partnerships (LLPs), private companies respectively in which any director is a partner or a director or a member should be separately stated. 1[(iv) For trade receivable outstanding, following ageing schedule shall be given: Trade Receivables aging schedule ||hedule|hedule|hedule|hedule|hedule|hedule| |---|---|---|---|---|---|---| ||(Amount in Rs.)|||||| |Particulars|Outstanding for following periods from due date of payment#|||||| ||Less than 6 months|6 months - 1 year|1-2 years|2-3 years|More than 3 years|Total| |(i) Undisputed Trade receivables - Considered good (ii) Undisputed Trade Receivable - which have significant increase in credit risk (iii) Undisputed Trade Receivables - credit Impaired (iv) Disputed Trade Receivables-considered good (v)Disputed Trade Receivables- which have significant increase in credit risk (vi) Disputed Trade Receivables - credit impaired||||||| ||hedule|hedule|hedule|hedule|hedule|hedule| |---|---|---|---|---|---|---| ||(Amount in Rs.)|||||| |Particulars|Outstanding for following periods from due date of payment#|||||| ||Less than 6 months|6 months - 1 year|1-2 years|2-3 years|More than 3 years|Total| |(i) Undisputed Trade receivables - Considered good (ii) Undisputed Trade Receivable - which have significant increase in credit risk (iii) Undisputed Trade Receivables - credit Impaired (iv) Disputed Trade Receivables-considered good (v)Disputed Trade Receivables- which have significant increase in credit risk (vi) Disputed Trade Receivables - credit impaired||||||| 1. Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). #similar information shall be given where no due date of payment is specified in that case disclosure shall be from the date of the transaction. Unbilled dues shall be disclosed separately] (D) Loans |||(Current Year)|(Current Year)|(Current Year)|(Current Year)|(Current Year)||(Previous Year)|(Previous Year)|(Previous Year)|(Previous Year)|(Previous Year)| |---|---|---|---|---|---|---|---|---|---|---|---|---| ||Amor- tised cost|At Fair Value|||Sub total|Total|Amor- tised cost|At Fair Value|||Sub total|Total| |||Through Other Compre- hensive Income|Through profit or loss|Designat- ed at fair value through profit or loss||||Through Other Comprehen- sive Income|Through profit or loss|Designat- ed at fair value through profit or loss||| ||(1)|(2)|(3)|(4)|(5=2+ 3+4)|(6=1 + 5)|(7)|(8)|(9)|(10)|(11=8+ 9+10)|(12=(7) + (11)| |Loans||||||||||||| |(A) (i) Bills Purchased and Bills Discounted||||||||||||| |(ii) Loans repayable on Demand||||||||||||| |(iii) Term Loans||||||||||||| |(iv) Leasing||||||||||||| |(v) Factoring||||||||||||| |(vi) Others (to be specified)||||||||||||| |Total (A) -Gross||||||||||||| |Less: Impairment loss allowance||||||||||||| |Total (A) - Net||||||||||||| |||||||||||||| |(B) (i) Secured by tangible assets||||||||||||| |(ii)Secured by intangible assets||||||||||||| |(iii) Covered by Bank/Government Guarantees||||||||||||| |(iv) Unsecured||||||||||||| |Total (B)-Gross||||||||||||| |Less: Impairment loss allowance||||||||||||| |Total (B)-Net||||||||||||| |(C) (I) Loans in India||||||||||||| |(i) Public Sector||||||||||||| |(ii) Others (to be specified)||||||||||||| |Total (C)- Gross||||||||||||| |Less: Impairment loss allowance||||||||||||| |Total(C) (I)-Net||||||||||||| |(C) (II)Loans outside India||||||||||||| |Less: Impairment||||||||||||| |loss allowance||||||||||||| |Total (C) (II)- Net||||||||||||| |Total C(I) and C(II)||||||||||||| (E) Investments |Investments||||||||||||||| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |Invest- vest- ments||(Current Year)|||||||(Previous Year)|||||| ||Amor- tised cost|At Fair Value|||Sub- Total|Oth- ers*|Total|Amor- tised cost|At Fair Value|||Sub-Total|Oth- ers*|Total| |||Through Other Compre- hensive Income|Thro ugh profit or loss|Desig- nated at fair value through profit or loss|||||Through Other Compre- hensive Income|Thro ugh profit or loss|Desig- nated at fair value throug h profit or loss|||| ||(1)|(2)|(3)|(4)|(5)=(2)+ (3)+(4)|(6)|(7)=(1) + (5)+(6)|(8)|(9)|(10)|(11)|(12)=(9)+ (10)+(11)|(13)|(14)=(8)+ (12)+(13)| |Mutual funds||||||||||||||| |Gov- ernment securi- ties||||||||||||||| |Other ap- proved securi- ties||||||||||||||| |Debt securi- ties||||||||||||||| |Equity instru- ments||||||||||||||| |Subsid- iaries||||||||||||||| |Associates||||||||||||||| |Joint Ven- tures||||||||||||||| |Others (specify)||||||||||||||| |Total - Gross (A)||||||||||||||| |(i) Invest- ments outside India||||||||||||||| |(ii) Invest- ments in India||||||||||||||| |Total (B)||||||||||||||| |Total (A) to tally with (B)||||||||||||||| |Less: Allow- ance for Impair- pair- ment loss (C)||||||||||||||| |Total - Net D= (A)-(C)||||||||||||||| * Other basis of measurement such as cost may be explained as a footnote (F) Investment Property A reconciliation of the gross and net carrying amounts of each class of property at the beginning and end of the reporting period showing additions, disposals, acquisitions through business combinations and other adjustments and the related depreciation and impairment losses or reversals shall be disclosed separately. (G) Biological Assets other than bearer plants: A reconciliation of the carrying amounts of each class of assets at the beginning and end of the reporting period showing additions, disposals, acquisitions through business combinations and other adjustments shall be disclosed separately. (H) Property, Plant and Equipment - (i) Classification shall be given as: - (a) Land - (b) Buildings - (c) Plant and Equipment - (d) Furniture and Fixtures - (e) Vehicles - (f) Office equipment - (g) Bearer Plants - (h) Others (specify nature) - (ii) Assets under lease shall be separately specified under each class of asset. 1[(iii) reconciliation of the gross and net carrying amounts of each class of assets at the beginning and end of the reporting period showing additions, disposals, acquisitions through business combinations, amount of change due to revaluation (if change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment) and other adjustments and the related depreciation and impairment losses or reversals shall be disclosed separately.] (I) Goodwill A reconciliation of the gross and net carrying amount of goodwill at the beginning and end of the reporting period showing additions, impairments, disposals and other adjustments. (J) Other Intangible assets - (iii) Classification shall be given as: - (a) Brands or trademarks - (b) Computer software - (c) Mastheads and publishing titles - (d) Mining rights - (e) Copyrights, patents, other intellectual property rights, services and operating rights - (f) Recipes, formulae, models, designs and prototypes - (g) Licenses and franchises - (h) Others (specify nature 2[(ii) A reconciliation of the gross and net carrying amounts of each class of assets at the beginning and end of the reporting period showing additions, disposals, acquisitions through business combinations, amount of change due to revaluation (if change is 10% or more in the aggregate of the net carrying value of each class of intangible assets) and other adjustments and the related amortization and impairment losses or reversals shall be disclosed separately.] (K) Payables The following details relating to Micro, Small and Medium Enterprises shall be disclosed: (a) the principal amount and the interest due thereon (to be shown separately) remaining unpaid to any supplier at the 1. Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for item (iii) (w.e.f. 1-4-2021). 2. Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for item (ii) (w.e.f. 1-4-2021). end of each accounting year; - (b) the amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006, along with the amount of the payment made to the supplier beyond the appointed day during each accounting year; - (c) the amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006; - (d) the amount of interest accrued and remaining unpaid at the end of each accounting year; and - (e) the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006. Explanation .— The terms 'appointed day', 'buyer', 'enterprise', 'micro enterprise', 'small enterprise' and 'supplier', shall have the same meaning assigned to those under clauses (b), (d), (e), (h), (m) and (n) respectively of section 2 of the Micro, Small and Medium Enterprises Development Act, 2006." 1[(KA) For trade payables due for payment, following ageing schedule shall be given: Trade Payables aging schedule ||(Amount in Rs.)|(Amount in Rs.)|(Amount in Rs.)|(Amount in Rs.)|(Amount in Rs.)| |---|---|---|---|---|---| |Particulars|Outstanding for following periods from due date of payment#||||| ||Less than 1 year|1-2 years|2-3 years|More than 3 years|Total| |(i) MSME (ii) Others (iii) Disputed dues- MSME (iv) Disputed dues- Others|||||| similar information shall be given where no due date of payment is specified in that case disclosure shall be from the date of the transaction. Unbilled dues shall be disclosed separately] (L) Debt Securities ||(Current Year)|(Current Year)|(Current Year)|(Current Year)|(Previous Year)|(Previous Year)|(Previous Year)|(Previous Year)| |---|---|---|---|---|---|---|---|---| ||At Amortised Cost|At Fair Value Through profit or loss|Designated at fair value through profit or loss|Total|At Amortised Cost|At Fair Value Through profit or loss|Designated at fair value through profit or loss|Total| ||(1)|(2)|(3)|(4)=(1)+(2)+(3)|(5)|(6)|(7)|(8)=(5)+(6)+(7)| |Liability component of compound financial instruments||||||||| |Others (Bonds/ Debenture etc.)||||||||| |Total (A)||||||||| |Debt securities in India||||||||| |Debt securities outside India||||||||| 1. Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). Total (B) to tally with (A) - (i) bonds or debentures (along with the rate of interest, and particulars of redemption or conversion, as the case may be) shall be stated in descending order of maturity or conversion, starting from earliest redemp- tion or conversion date, as the case may be. Where bonds/debentures are redeemable by installments, the date of maturity for this purpose must be reckoned as the date on which the first installment becomes due; - (ii) particulars of any redeemed bonds or debentures which the NBFC has power to reissue shall be disclosed. - (M) Borrowings (Other than Debt Securities) ||(Current Year)|(Current Year)|(Current Year)|(Current Year)|(Previous Year)|(Previous Year)|(Previous Year)|(Previous Year)| |---|---|---|---|---|---|---|---|---| ||At Amortised Cost|At fair value Through profit or loss|Designated at fair value through profit or loss| Total|At Amortised Cost|At fair value Through profit or loss|Designated at fair value through profit or loss| Total| ||(1)|(2)|(3)|(4)=(1)+(2)+(3)|(1)|(2)|(3)|(4)=(1)+(2)+(3)| |(a)Term loans||||||||| |(i)from banks||||||||| |(ii)from other parties||||||||| |(b)Deferred payment liabilities||||||||| |(c)Loans from related parties||||||||| |(d) Finance lease obligations||||||||| |(e)Liability component of compound financial instruments||||||||| |(f)Loans repayable on demand||||||||| |(i)from banks||||||||| |(ii)from other parties||||||||| |(g) Other loans (specify nature)||||||||| |Total (A)||||||||| |Borrowings in India||||||||| |Borrowings outside India||||||||| |Total (B) to tally with (A)||||||||| - (i) Borrowings shall further be sub-classified as secured and unsecured. Nature of security shall be specified separately in each case. - (ii) Where borrowings have been guaranteed by directors or others, the aggregate amount of such borrowings under each head shall be disclosed; (iii) terms of repayment of term loans and other loans shall be stated; and - (iv) period and amount of default as on the balance sheet date in repayment of borrowings and interest shall be specified separately in each case. - (N) Deposits ||(Current Year)|(Current Year)|(Current Year)|(Current Year)|(Previous Year)|(Previous Year)|(Previous Year)|(Previous Year)| |---|---|---|---|---|---|---|---|---| ||At Amortised Cost|At fair value through profit or loss|Designated at fair value through profit or loss|Total|At Amortised Cost|At fair value through profit or loss|Designated at fair value through profit or loss|Total| ||(1)|(2)|(3)|(4)=(1)+(2)+(3)|(5)|(6)|(7)|(8)=(5)+(6)+(7)| |Deposits||||||||| |(i) Public Deposits||||||||| (ii) From Banks (iii)From Others Total (O) Subordinated Liabilities ||(Current Year)|(Current Year)|(Current Year)|(Current Year)|(Previous Year)|(Previous Year)|(Previous Year)|(Previous Year)| |---|---|---|---|---|---|---|---|---| ||At Amortised Cost|At fair value through profit or loss|Designated at fair value through profit or loss|Total|At Amortised Cost|At fair value through profit or loss|Designated at fair value through profit or loss|Total| ||(1)|(2)|(3)|(4)=(1)+(2)+(3)|(5)|(6)|(7)|(8)=(5)+ (6)+(7)| |Perpetual Debt Instruments to the extent that do not qualify as equity||||||||| |Preference Shares other than those that qualify as Equity||||||||| |Others (specifying the nature and type of instrument issued)||||||||| |Total (A)||||||||| |||||||||| |Subordinated Liabilities in India||||||||| |Subordinated Liabilities outside India||||||||| |Total (B) to tally with (A)||||||||| - (P) Other Financial Liabilities (to be specified) : Other Financial liabilities shall be classified as- - (a) Interest accrued; - (b) Unpaid dividends; - (c) Application money received for allotment of securities to the extent refundable and interest accrued thereon; - (d) Unpaid matured deposits and interest accrued thereon; - (e) Unpaid matured debentures and interest accrued thereon; - (f) Margin money (to be specified);and - (g) Others (specify nature) - (Q) Provisions: The amounts shall be classified as- - (a) Provision for employee benefits; and - (b) Others (specify nature) - (R) Other Non-financial liabilities (to be specified): - (a) Revenue received in advance; - (b) Other advances (Specify nature); and - (c) Others (specify nature). - (S) Equity Share Capital : For each class of equity share capital: - (a) the number and amount of shares authorized; - (b) the number of shares issued, subscribed and fully paid, and subscribed but not fully paid; - (c) par value per share; - (d) a reconciliation of the number of shares outstanding at the beginning and at the end of the period; - (e) the rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital; - (f) shares in respect of each class in the company held by its holding company or its ultimate holding company including shares held by or by subsidiaries or associates of the holding company or the ultimate holding company in aggregate; - (g) shares in the company held by each shareholder holding more than five percent shares specifying the number of shares held; - (h) shares reserved for issue under options and contracts/commitments for the sale of shares or disinvestment, including the terms and amounts; - (i) For the period of five years immediately preceding the date at which the Balance Sheet is prepared: - Aggregate number and class of shares allotted as fully paid up pursuant to contract without payment being received in cash; - Aggregate number and class of shares allotted as fully paid up by way of bonus shares; and - Aggregate number and class of shares bought back; - (j) terms of any securities convertible into equity shares issued along with the earliest date of conversion in descending order starting from the farthest such date; - (k) calls unpaid (showing aggregate value of calls unpaid by directors and officers); - (l) forfeited shares (amount originally paid up) - (m) An NBFC shall disclose information that enables users of its financial statements to evaluate the NBFC's - objectives, policies and processes for managing capital. 1 [(n) A Company shall disclose Shareholding of Promoter* as below: |1[(n)A Companyshall disclose Shareholdingof Promoter* as below:|1[(n)A Companyshall disclose Shareholdingof Promoter* as below:|1[(n)A Companyshall disclose Shareholdingof Promoter* as below:|1[(n)A Companyshall disclose Shareholdingof Promoter* as below:|| |---|---|---|---|---| |Shares held by promoters at the end of the year||||% Change during the year*| |S.No|Promoter Name|No. of Shares|%of total shares|| |Total||||| *Promoter here means promoter as defined in the Companies Act, 2013. Details shall be given separately for each class of shares * percentage change shall be computed with respect to the number at the beginning of the year or if issued during the year for the first time then with respect to the date of issue.] - (T) Other Equity - (i) Other Reserves' shall be classified in the notes as: - (a) Capital Redemption Reserve; - (b) Debenture Redemption Reserve; - (c) Share Options Outstanding Account; - (d) Statutory Reserves; and - (e) Others - (specify the nature and purpose of each reserve and the amount in respect thereof); (Additions and deductions since last balance sheet to be shown under each of the specified heads) - (iii) Retained Earnings represents surplus i.e. balance of the relevant column in the Statement of Changes in 1. Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). Equity; - (iv) A reserve specifically represented by earmarked investments shall disclose the fact that it is so represented; (v) Debit balance of Statement of Profit and Loss shall be shown as a negative figure under the head 'retained earnings'. Similarly, the balance of 'Other Equity', after adjusting negative balance of retained earnings, if any, shall be shown under the head 'Other Equity' even if the resulting figure is in the negative; - (vi) Under the sub-head 'Other Equity', disclosure shall be made for the nature and amount of each item; and (vii) Under the sub-head 'Other Equity', disclosure shall be made for conditions or restrictions for distribution attached to statutory reserves. - (U) Contingent Liabilities and commitments (to the extent not provided for) - (i) Contingent Liabilities shall be classified as: - (a) Claims against the company not acknowledged as debt; - (b) Guarantees excluding financial guarantees; and - (c) Other money for which the company is contingently liable - (ii) Commitments shall be classified as: - (a) Estimated amount of contracts remaining to be executed on capital account and not provided for; - (b) Uncalled liability on shares and other investments partly paid; - (c) Other commitments (specify nature). - (V) The amount of dividends proposed to be distributed to equity and preference shareholders for the period and the related amount per share shall be disclosed separately. Arrears of fixed cumulative dividends on irredeemable preference shares shall also be disclosed separately. - (W) Where in respect of an issue of securities made for a specific purpose the whole or part of amount has not been used for the specific purpose at the Balance Sheet date, there shall be indicated by way of note how such unutilized amounts have been used or invested. - 1[( WA ) Where the company has not used the borrowings from banks and financial institution for the specific purpose for which it was taken at the balance sheet date, the company shall disclose the details of where they have been used; ( WB ) Additional Regulatory Information - (i) Title deeds of Immovable Properties not held in name of the Company The company shall provide the details of all the immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) whose title deeds are not held in the name of the company in following format and where such immovable property is jointly held with others, details are required to be given to the extent of the company's share. ==> picture [477 x 241] intentionally omitted <== 1. Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). others Relative here means relative as defined in the Companies Act, 2013. *Promoter here means promoter as defined in the Companies Act, 2013. (ii) The company shall disclose as to whether the fair value of investment property (as measured for disclosure purposes in the financial statements) is based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. (iii) Where the Company has revalued its Property, Plant and Equipment (including Right-of-Use Assets), the company shall disclose as to whether the revaluation is based on valuation by a Registered Valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. (iv) Where the Company has revalued its Intangible assets, the company shall disclose as to whether the revaluation is based on valuation by a Registered Valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. (v) Following disclosures shall be made where loans or advances in the nature of loans are granted to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013), either severally or jointly with any other person that are: (a) repayable on demand or (b) without specifying any terms or period of repayment |Type of Borrower|Amount of loan or advances in the nature of loan outstanding|Percentage to the total Loans and Advances in the nature of loans| |---|---|---| |Promoter||| |Directors||| |KMPs||| |Related parties||| (iv) Capital-work-in Progress (CWIP) (a) For Capital-work-in progress, following ageing schedule shall be given: CWIP aging schedule |(Amount in Rs.)|(Amount in Rs.)|(Amount in Rs.)|(Amount in Rs.)|(Amount in Rs.)|(Amount in Rs.)| |---|---|---|---|---|---| |CWIP|Amount in CWIP for a period of||||Total*| ||Less than 1 year|1-2 years|2-3 years|More than 3 years|| |Projects in progress Projects temporarily suspended|||||| *Total shall tally with CWIP amount in the balance sheet. (b) For capital-work-in progress, whose completion is overdue or has exceeded its cost compared to its original plan, following CWIP completion schedule shall be given: ||(Amount in Rs.)|(Amount in Rs.)|(Amount in Rs.)|(Amount in Rs.)| |---|---|---|---|---| |CWIP|To be completed in|||| ||Less than 1year|1-2years|2-3 years|More than3 years| |Project 1||||| Project 2" Details of projects where activity has been suspended shall be given separately. (vii) Intangible assets under development: - (a) For Intangible assets under development, following ageing schedule shall be given: - Intangible assets under development aging schedule | Intangible assets under development Projects in progress Projects temporarily suspended|(Amount in Rs.)|(Amount in Rs.)|(Amount in Rs.)|(Amount in Rs.)|(Amount in Rs.)| |---|---|---|---|---|---| ||Amount in CWIP for aperiod of||||Total*| ||Less than 1 year|1-2 years|2-3 years|More than 3 years|| ||||||| *Total shall tally with the amount of Intangible assets under development in the balance sheet. (b) For Intangible assets under development, whose completion is overdue or has exceeded its cost compared to its original plan, following Intangible assets under development completion schedule shall be given: (Amount in Rs.) |Intangible assets under development|To be completed in|To be completed in|To be completed in|To be completed in| |---|---|---|---|---| ||Less than 1 year|1-2 years|2-3 years|More than 3 years| |Project 1 Project 2||||| Details of projects where activity has been suspended shall be given separately. (viii) Details of Benami Property held Where any proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder, the company shall disclose the following:- - (a) Details of such property, (b) Amount thereof, - (c) Details of Beneficiaries, - (d) If property is in the books, then reference to the item in the Balance Sheet, - (e) If property is not in the books, then the fact shall be stated with reasons, (f) Where there are proceedings against the company under this law as an abetter of the transaction or as the transferor then the details shall be provided. - (g) Nature of proceedings, status of same and company's view on same. (ix) Where the Company has borrowings from banks or financial institutions on the basis of security of current assets, it shall disclose the following:- (a) whether quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts, - (b) if not, summary of reconciliation and reasons of material discrepancies if any to be adequately disclosed. (X) Wilful Defaulter* Where a company is a declared wilful defaulter by any bank or financial Institution or other lender, following details shall be given, namely:- - (a) date of declaration as wilful defaulter, - (b) details of defaults (amount and nature of defaults). *wilful defaulter‖ here means a person or an issuer who or which is categorized as a willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India. (xi) Relationship with Struck off Companies Where the company has any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956, the Company shall disclose the following details, |Name of struck off Company|Nature of transactions with struck-off Company|Balance outstanding|Relationship with the Struck off company, if any, to be disclosed| |---|---|---|---| ||Investment in securities||| ||Receivables||| ||Payables||| ||Shares held by stuck off company||| ||Other outstanding balances (to be specified)||| (xii) Registration of charges or satisfaction with Registrar of Companies (ROC) Where any charges or satisfaction yet to be registered with ROC beyond the statutory period, details and reasons thereof shall be disclosed. (xiii) Compliance with number of layers of companies Where the company has not complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017, the name and CIN of the companies beyond the specified layers and the relationship/extent of holding of the company in such downstream companies shall be disclosed. (xiv) Following Ratios shall be disclosed - (a) Capital to risk-weighted assets ration (CRAR) - (b) Tier I CRAR - (C) Tier II CRAR - (d) Liquidity Coverage Ratio (xv) Compliance with approved Scheme(s) of Arrangements Where any Scheme of Arrangements has been approval by the Competent Authority in terms of section 230 to 237 of the Companies Act, 2013, the Company shall disclose that the effect of such Scheme of Arrangements have been accounted for in the books of account of the Company 'in accordance with the Scheme' and 'in accordance with accounting standards'. Any deviation in this regard shall be explained. (xvi) Utilisation of Borrowed funds and share premium: (A) Where company has advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries; the company shall disclose the following:- (I) date and amount of fund advanced or loaned or invested in Intermediaries with complete details of each Intermediary. (II) date and amount of fund further advanced or loaned or invested by such Intermediaries to other intermediaries or Ultimate Beneficiaries alongwith complete details of the ultimate beneficiaries. (III) date and amount of guarantee, security or the like provided to or on behalf of the Ultimate Beneficiaries (IV) declaration that relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act has been complied with for such transactions and the transactions are not violative of the Prevention of MoneyLaundering act, 2002 (15 of 2003).; (B) Where a company has received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries, the company shall disclose the following:- (I) date and amount of fund received from Funding parties with complete details of each Funding party. - (II) date and amount of fund further advanced or loaned or invested other intermediaries or Ultimate Beneficiaries - alongwith complete details of the other intermediaries' or ultimate beneficiaries. (III) date and amount of guarantee, security or the like provided to or on behalf of the Ultimate Beneficiaries (IV) declaration that relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act has been complied with for such transactions and the transactions are not violative of the Prevention of MoneyLaundering act, 2002 (15 of 2003).;] (X) Other Classification related General Instructions

Source: India Code

Section 10. Effect of memorandum and articles

How this section changed