05/12/2023
Some fact check on - Whether Consolidated Financial Statements are required if Indian Company has wholly owned foreign subsidiary under Companies Act, 2013 (‘the Act’)?
Section 129(3) of the Act states that where a company has one or more subsidiaries, it is required to prepare a consolidated financial statement of the company and of all the subsidiaries
(‘The word subsidiaries includes Body Corporate and the word ‘Body Corporate includes Company incorporated outside India’)
Now, there is an exemption from filing CFS in ‘Second proviso of Rule 6 of Companies (Accounts) Rules,2014 which states that
(i) If members do not object to the company not presenting consolidated financial statements
(ii) & (iii) If the holding Company to an Indian Company, which has its foreign subsidiary files CFS, that Indian Company is not required to prepare CFS.
Also, MCA vide notification dated 16th January, 2015 provided that a company having subsidiary or subsidiaries incorporated outside India are not required to consolidate their financials for the financial year commencing on or after 1st April, 2014.
The intention of MCA for its notification dated 16/01/2015, is to provide temporary relief or to give exemption for all upcoming years is not clear. Nevertheless, since Act prevails over the Rules and no clear exemption in the Act read with Rules is given for F/Y on and after 2014-15. Hence, Indian Companies are under an obligation to prepare consolidated financial statements in case of wholly owned foreign subsidiary also, unless exempted under Second proviso of Rule 6 of Companies (Accounts) Rules,2014