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Part 1- CFS


          QNO      Applicability of Consolidated Financial Statement            Old Course – (M17M, N18R, SM21)
          435.000  TITANIUM CNO—GA.040                                                     New Course – (SM23)
                   Xcess Ltd., having two subsidiaries but did not have any holding company, is a company whose securities
                   are not listed on any stock exchange, whether in India or outside India.
                   The CEO of the Xcess Ltd says that since it is an unlisted company therefore consolidation of financial
                   statement is not applicable. Comment on the contention of the CEO.
                                                               OR
                   Where  a  company  has  one  or  more  subsidiaries,  it  shall,  in  addition  to  its  own  financial  statements
                   prepare a consolidated financial statement of the company and of all the subsidiaries in the same form
                   and manner as that of its own. Explain clearly with reference of relevant Sections of the Companies Act,
                   2013 and The Companies (Accounts) Rules, 2014.
                                                               OR
                   Whether preparation of consolidated financial statements is mandatory? If yes, please elaborate on the
                   requirements under the statute.
                                                               OR
                   Please  elaborate  on  the  situations  wherein  the  requirement  related  to  preparation  of  consolidated
                   financial statements may not apply.
          Answer  Part I -- Relevant Standards & Laws
                       ▪  Section 129(3) of the Companies Act, 2013

                       ▪  Section 129(3) of the Companies Act, 2013
                       ▪  Companies (Accounts) Rules, 2014,
                   Part II -- Requirements of Relevant Standards & Laws
                      ➢  Section 129(3) of the Companies Act, 2013, :
                              Where  a  company  has  one  or  more  subsidiaries,  including  associate  company  and  joint
                              venture, it shall, in addition to its own financial statements prepare a consolidated financial
                              statement of the company and of all the subsidiaries in the same form and manner as that of
                              its own.
                              The consolidated financial statements shall also be approved by the Board of Directors before
                              they are signed on behalf of the Board, along with its standalone financial statements and
                              shall also be laid before the annual general meeting of the company along with the laying of
                              its standalone financial statement.
                              The  company  shall  also  attach  along  with  its  financial  statement,  a  separate  statement
                              containing the salient features of the financial statement of its subsidiary(ies) in Form AOC-1.

                      ➢  Section 129(4) of the Companies Act, 2013,provides that:
                              The provisions applicable to the preparation, adoption and audit of the financial statements
                              of  a  holding  company  shall,  mutatis  mutandis,  also  apply  to  it’s  the  consolidated  financial
                              statements.

                      ➢  According to the Companies (Accounts) Rules, 2014,
                              The consolidation of financial statements of the company shall be made in accordance with
                              the provisions of Schedule III to the Act and the applicable accounting standards.
                              However,  a  company  which  is  not  required  to  prepare  consolidated  financial  statements
                              under the Accounting Standards, it shall be sufficient if the company complies with provisions
                              of consolidated financial statements provided in Schedule III of the Act [refer Appendix given
                              at the end of Chapter 5 for Schedule III].

                      ➢  Exemption:
                          However, the requirement related to preparation of consolidated financial statements shall not
                          apply to a company if it meets the following conditions:
                              it is a wholly owned subsidiary, or is a partially-owned subsidiary of another company and all
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