Ministry of Corporate Affairs had issued Companies (Auditor’s Report) Order, 2020 (hereinafter “CARO 2020”) vide Order no. S.O. 849(E) dated 25th February, 2020 in place of the existing Companies (Auditor’s Report) Order, 2016 (“CARO 2016”) dated 29th March 2016. Initially, CARO 2020 was effective for the financial years commencing on or after the 1st April, 2019. However, its applicability has been postponed for a year and now its applicable w.e.f. 1st April 2020.

Since half of the current financial year is already over, it is prudent and the right time for the auditors and the corporate management to have a fresh look on the reporting requirements for the current financial year as the interim audit period is shortly to commence for the corporate audits.

While some of the reporting requirements are almost similar to the existing reporting requirements of CARO 2016, there will be a lot of details to be collected, collated, classified, analyzed and documented for the proper reporting under the CARO 2020.

Compliance Manager

For the convenience of the practicing chartered accountants and those in the industry engaged in the finailsation of accounts and co-coordinating with the auditors, here is a checklist, how to go about the compliance of the CARO 2020 so as to have a hassle free audit on the issues to be reported.

CARO 2020 contains four paragraphs and for each para, the following check list can provide a guideline for the auditors and the corporate management to comply with the reporting requirements.

1. Checklist whether CARO 2020 is applicable to a reporting entity:

Para PARTICULARS Whether Applicable, then CARO 2020 is applicable
1. Short title, application and commencement.
(1) This Order may be called the Companies (Auditor’s Report) Order, 2020.
(2) It shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act, 2013 (18 of 2013) [hereinafter referred to as the Companies Act], except–
(i) a banking company as defined in clause (c) of section 5 of the Banking Regulation Act, 1949 (10 of 1949);
ii) an insurance company as defined under the Insurance Act,1938 (4 of 1938);
(iii) a company licensed to operate under section 8 of the Companies Act;
(iv) a One Person Company as defined in clause (62) of section 2 of the Companies Act and a small company as defined in clause (85) of section 2 of the Companies Act; and
(v) a private limited company, not being a subsidiary or holding company of a public company, having a paid up capital and reserves and surplus not more than one crore rupees as on the balance sheet date and which does not have total borrowings exceeding one crore rupees from any bank or financial institution at any point of time during the financial year and which does not have a total revenue as disclosed in Scheduled III to the Companies Act (including revenue from discontinuing operations) exceeding ten crore rupees during the financial year as per the financial statements.
(3) It shall come into force on the date of its publication in the Official Gazette.

 2. Checklist for the audit period covered under CARO 2020:

Para PARTICULARS   If yes, whether reported
2. Auditor’s report to contain matters specified in paragraphs 3 and 4.
Every report made by the auditor under section 143 of the Companies Act on the accounts of every company audited by him, to which this Order applies, for the financial years commencing on or after the 1st April, 2019, shall in addition, contain the matters specified in paragraphs 3 and 4, as may be applicable: (The applicability has been extended by one year i.e. with effect from 1st April 2020)

Provided this Order shall not apply to the auditor’s report on consolidated financial statements except clause (xxi) of paragraph 3.

3. Checklist for the matters to be reported under CARO 2020:

Para PARTICULARS Ascertain/verify/ check/ obtain reports / data as under: Yes/No/NA
3.

Contd.

Matters to be included in auditor’s report.
  The auditor’s report on the accounts of a company to which this Order applies shall include a statement  a statement on the following matters, namely:-
(i) (a) (A) whether company is maintaining proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment; Whether Property, plant and equipment register is maintained;
If yes, whether it includes the details of the situation of fixed assets (Location) / and quantitative details?
(B) whether the company is maintaining proper records showing full particulars of intangible assets; Whether records for intangible assets maintained.
If yes, full particulars maintained?
(b) whether these Property, Plant and Equipment have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account; Whether physical verification made?

If yes, take the copy of the physical verification report for record purpose.

Compare the physical records with book records.

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Whether any discrepancy on physical verification noticed as compared to the book records?
Whether discrepancies adjusted?
(c)  

 

 

 

 

 

 

whether the title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the company, if not, provide the details thereof in the format below:-

 

 

Obtain a list of all immovable properties (other than taken on lease, for which lease deed in the favour in the company) as per the Note of Property, Plant and Equipment. (The total should match with the Gross Block)
Whether all these immovable properties are in the name of the company?
If the immovable properties taken on lease?

If yes, whether lease agreement made in the name of the company? Provide the details in the following format:

 

 

Description of property Gross carrying value Held in name of Whether promoter, director or their relative or employee Period held – indicate range, where appropriate Reason for not being held in name of company*
*also indicate if in dispute
3. Contd. Matters to be included in auditor’s report. Ascertain/verify/ check/ obtain reports / data as under: Yes/ No/ NA
(d) whether the company has revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year and, if so, whether the revaluation is based on the valuation by a Registered Valuer; specify the amount of change, if change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment or intangible assets; Whether the property, plant and equipment is revalued during the year?  
If, yes, whether the valuation is done by a registered valuer?

Obtain a copy of the valuation report.

If the valuation of the property, plant and equipment is more than 10% of net carrying value. If yes, then report with the amount.
(e) whether any proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder, if so, whether the company has appropriately disclosed the details in its financial statements; Obtain a confirmation from the management if any proceedings going on under Benami Transactions (Prohibition) Act, 1988 or rules made thereunder.

If yes, then check if the disclosure is made in the financial statements. If no disclosure is made, qualify the report that such details are not reported in the financial statements.

(ii) (a) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether, in the opinion of the auditor, the coverage and procedure of such verification by the management is appropriate; whether any discrepancies of 10% or more in the aggregate for each class of inventory were noticed and if so, whether they have been properly dealt with in the books of account; Check the procedure of verification

Obtain the details of how the physical verification is carried out, with the note on the procedure followed.

Is it proper?

Obtain the copies of the reports of physical verification carried out during the year.
Check the coverage of the items verified.
Whether any discrepancies of 10% or more in each class of inventory noticed?

Each class of inventories may be as under:

Raw materials

Work in progress

Finished goods

Stores and spares

Loose tools

Any other items

(b) whether during any point of time of the year, the company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets; whether the quarterly returns or statements filed by the company with such banks or financial institutions are in agreement with the books of account of the Company, if not, give details; Obtain a list of working capital loans sanctioned during the year, where the securities offered is current assets i.e Debtors, Inventories, fixed deposits, bills receivables etc. If yes, check:

 

Whether quarterly returns or statements filed as per the terms of sanction letter.

If yes, report that these are filed. If not, report the period for which such statements are not filed.

If the figures submitted match with the books of account on that date.

If match, then report that these figures match with the accounts. If not, report the discrepancies with quantification.

(iii) whether during the year the company has made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties, if so, indicate- Obtain an entity wise list of:

(i) investments made

(ii) Guarantees provided

(iii) Securities provided

(iv) Loans granted

(v) Advances in the nature of loans

during the year.

Obtain copies of the Board minutes approving such investments, guarantees or securities for such loans and advances.

(a) whether during the year the company has provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to any other entity [not applicable to companies whose principal business is to give loans], if so, indicate-
(A) the aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such loans or advances and guarantees or security to subsidiaries, joint ventures and associates; Obtain a list of loans and advances and  guarantees given or securities provided for:

(i) Subsidiaries

(ii) Joint ventures

(iii) Associates

Check if any loans and advances and guarantees are given, securities provided for them and report the aggregate amount of loans and guarantees given/securities provided and the balances at the year end.

(B) the aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such loans or advances and guarantees or security to parties other than subsidiaries, joint ventures and associates; Obtain a list of loans and advances and  guarantees given or securities provided to parties other than Subsidiaries, Joint ventures and Associates

Check if any loans and advances and guarantees are given, securities provided for them and report the aggregate amount of loans and guarantees given / securities provided and the balances at the year end.

(b) whether the investments made, guarantees provided, security given and the terms and conditions of the grant of all loans and advances in the nature of loans and guarantees provided are not prejudicial to the company’s interest; Check if the terms and conditions of the loans and advances, guarantees provided are prejudicial to the interest of the company.

(These can be prejudicial to the interest of the company is the terms and conditions are not beneficial to the company. i.e interest rate is very low, the guarantees or securities given by the company is very high compared to its financial position etc)

(c) in respect of loans and advances in the nature of loans, whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular; Check  if the repayment of interest and principal is stipulated. And if so, whether it is recovered as per the stipulation.
(d) if the amount is overdue, state the total amount overdue for more than ninety days, and whether reasonable steps have been taken by the company for recovery of the principal and interest; If there is stipulation and the amounts are overdue for more than 90 days, whether steps taken for recovery?

Report the overdue amounts.

Report whether reasonable steps taken for recovery.

(e) whether any loan or advance in the nature of loan granted which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties, if so, specify the aggregate amount of such dues renewed or extended or settled by fresh loans and the percentage of the aggregate to the total loans or advances in the nature of loans granted during the year [not applicable to companies whose principal business is to give loans]; If the existing loans were due which has been;

(i) Renewed

(ii) Extended or

(iii) Fresh loan given to settle the old loans;

Report the aggregate amounts and percentages of such loans  to the total  loans and advances if any.

(f) whether the company has granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment, if so, specify the aggregate amount, percentage thereof to the total loans granted, aggregate amount of loans granted to Promoters, related parties as defined in clause (76) of section 2 of the Companies Act, 2013; Check if any loans or advances in the nature of loan granted which are:

(i) Payable on demand

(ii)  Given without specifying any terms or period of repayment;

Report the aggregate amounts and percentages of such loans  to the total  loans and advances if any for each of the above categories.

(iv) in respect of loans, investments, guarantees, and security, whether provisions of sections 185 and 186 of the Companies Act have been complied with, if not, provide the details thereof; Obtain a compliance confirmation from the company management for section 185 and 186.

Report the non-compliances, if any.

(v) in respect of deposits accepted by the company or amounts which are deemed to be deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules made thereunder, where applicable, have been complied with, if not, the nature of such 5 contraventions be stated; if an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not; Obtain a compliance confirmation from the company management for section 73 to 76A

Obtain a compliance certificate for compliance for Companies Acceptance of deposits Rules 2014.

Obtain the copies of Eforms filed for deposits received.

Report noncompliance if any for each of the above

(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act and whether such accounts and records have been so made and maintained; Check if maintenance of Cost accounting records is applicable.
If yes, obtain a  list of Cost accounts and records maintained.

Check if these are updated on the date of audit.

(vii) (a) whether the company is regular in depositing undisputed statutory dues including Goods and Services Tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated; Obtain a list of outstanding statutory dues with the due date for payment.

Compare the period of due amount is more tha 6 months or not i.e. outstanding since 1st October onwards upto March.

If there is any amount due for more than 6 months, report the same.

(b) where statutory dues referred to in sub-clause (a) have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned (a mere representation to the concerned Department shall not be treated as a dispute); Obtain a list of disputed statutory liabilities with the details of the dispute lying for a decision.

Report the same in the existing format.

(viii) whether any transactions not recorded in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961), if so, whether the previously unrecorded income has been properly recorded in the books of account during the year; Obtain copies of assessment orders.

Check if any amount is surrendered / disclosed as income as per the assessment orders?

If so, whether the same is properly recorded in the books of account as income during the year.

If not, report the amount not so recorded.

(ix) (a) whether the company has defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender, if yes, the period and the amount of default to be reported as per the format below:- Obtain a loan wise list with due dates and the installments amount due

Check if the installments have been paid on due dates.

If there is a default, then report in the format as under:

Nature of borrowing, including debt securities Name of lender* Amount not paid on due date Whether principal or interest No. of days delay or unpaid Remarks, if any
*lender wise details to be provided in case of defaults to  banks, financial institutions and Government.
(b) whether the company is a declared wilful defaulter by any bank or financial institution or other lender; Obtain a confirmation from the management if the company is /is not declared as a willful defaulter.
(c) whether term loans were applied for the purpose for which the loans were obtained; if not, the amount of loan so diverted and the purpose for which it is used may be reported; Obtain a confirmation from the management as to for what  purpose of term loans were obtained.

Also check with the sanction letter issued by the bank.

Compare with the sanction letter issued by the bank.

Check if the same were used for the purpose as per the confirmation and sanction letter.

If not used, report for what purpose the same has been utilized.

(d) whether funds raised on short term basis have been utilised for long term purposes, if yes, the nature and amount to be indicated; As above
(e) whether the company has taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures, if so, details thereof with nature of such transactions and the amount in each case; Obtain the details of funds taken from the entities  for meeting the obligations of:

(i) subsidiaries

(ii) associates

(iii) joint ventures

Report the funds taken and the nature of transaction i.e term loan, short term loan, guarantees, securities or such purpose.

(f) whether the company has raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies, if so, give details thereof and also report if the company has defaulted in repayment of such loans raised; Obtain a list of securities offered for loans  where the owner of the security is the:

(i) subsidiary,

(ii) joint venture or

(iii) associates

Check if there is a default for such loan

(x) (a) whether moneys raised by way of initial public offer or further public offer (including debt instruments) during the year were applied for the purposes for which those are raised, if not, the details together with delays or default and subsequent rectification, if any, as may be applicable, be reported; Check if money is raised by public offering.

Obtain the purpose for which the offerings were made and whether applied for the same.

(b) whether the company has made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year and if so, whether the requirements of section 42 and section 62 of the Companies Act, 2013 have been complied with and the funds raised have been used for the purposes for which the funds were raised, if not, provide details in respect of amount involved and nature of non-compliance; Check if any preferential or private placement has been made during the year.

If yes, obtain compliance for sections 42 and 62.

Check if the funds raised are utilized for the same purpose for which such funds were raised.

If not, qualify the report.

(xi) (a) whether any fraud by the company or any fraud on the company has been noticed or reported during the year, if yes, the nature and the amount involved is to be indicated; Obtain a confirmation from the management
(b) whether any report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government; If any fraud is observed during the conduct of the audit, report the same.

Check the compliance of section 143(12) and Rule 13 of the Companies Audit and  auditors) Rules 2014.

.
(c) whether the auditor has considered whistle-blower complaints, if any, received during the year by the company; Obtain a confirmation from the management if there is any complaints received as per its whistle blower policy during the year?

If yes, whether the impact on accounts considered?

(xii) (a) whether the Nidhi Company has complied with the Net Owned Funds to Deposits in the ratio of 1: 20 to meet out the liability; Obtain the working for Net Owned funds and the Deposits as at the year end.

Compute the ratio of Net worth to Deposits

Check if it is 1:20.

(b) whether the Nidhi Company is maintaining ten per cent. unencumbered term deposits as specified in the Nidhi Rules, 2014 to meet out the liability; Obtain the working of liability

Compute 10% of the above amount.

Check whether Fixed deposits (Should not be under any lien ) kept for the payment of liability  maintained by way of term deposits @ 10%

(c) whether there has been any default in payment of interest on deposits or repayment thereof for any period and if so, the details thereof; Check if there is any default as per the agreement. If yes, report with the amount.
(xiii) whether all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act where applicable and the details have been disclosed in the financial statements, etc., as required by the applicable accounting standards; Obtain a list of compliance with sections 177 and 188 from the management.

Check if the related parties transactions reported as per AS/IND AS as applicable in the notes to accounts

(xiv) (a) whether the company has an internal audit system commensurate with the size and nature of its business; Obtain the copy of appointment letter of the internal auditors and the scope of the internal audits.

Obtain the copies of internal audit reports for the audits conducted during the year.

Check if the internal audit system is commensurate with its size and nature of ite business

(b) whether the reports of the Internal Auditors for the period under audit were considered by the statutory auditor; Whether any observations of the internal auditors having any impact on internal controls system is made.

Whether any errors reported by the internal auditors, rectified and its impact accounted for.

Whether the above are considered while making the report?

(xv) whether the company has entered into any non-cash transactions with directors or persons connected with him and if so, whether the provisions of section 192 of Companies Act have been complied with; Obtain a list of non cash transactions by the company with the directors or the persons connected with them.

Obtain a confirmation for compliance of  sections 192 by the management.

If not complied, hen report.

(xvi) (a) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) and if so, whether the registration has been obtained; Check the financials for the year under consideration.

Check if the:

(i) income from financial asset is 50% or more of its total income and

(ii) financial assets are 50% or more of its total assets

.
(b) whether the company has conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934; If  both the above conditions are fulfilled, or  if the company isengaged in housing finance activities:

If yes, check if it is registered as an NBFC.

If not applicable, report that it is not required to be registered

(c) whether the company is a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India, if so, whether it continues to fulfil the criteria of a CIC, and in case the company is an exempted or unregistered CIC, whether it continues to fulfil such criteria; Obtain compliance with CIC norms by the company if applicable.

Check if the criteria as a CIC is fulfilled.

If yes, report that it continues to fulfill the criteria. If not, report accordingly

(d) whether the Group has more than one CIC as part of the Group, if yes, indicate the number of CICs which are part of the Group; Obtain the list of the CIC Companies in the group.

If more than one CIC companies, in the group, report accordingly

.
(xvii) whether the company has incurred cash losses in the financial year and in the immediately preceding financial year, if so, state the amount of cash losses; Check if there is cash losses in the year under audit and the preceding year.

Compute the amount of cash loss for the year and for the earlier years.

If  there are cash losses, then report the amount of the cash losses during the preceding year as well as the current year.

 

 

 

(xviii) whether there has been any resignation of the statutory auditors during the year, if so, whether the auditor has taken into consideration the issues, objections or concerns raised by the outgoing auditors; Check if there is any resignation of the statutory auditors during the year.

Obtain a copy of the letter of resignation by the statutory auditors if any.

Whether issues raised by the resigning auditors have been considered while drafting the report?

If there is a  resignation, then check if the issues raised by the outgoing auditor has been considered while drafting the report.

.

 

 

(xix) on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditor’s knowledge of the Board of Directors and management plans, whether the auditor is of the opinion that no material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date; Obtain from the management:

(i) financial ratios

(ii) ageing and expected date of realization of financial assets and

(iii) ageing and expected date of payment of liabilities

(iv) management plans

If based on the data, whether enough financial assets would be available to pay off the liabilities falling due within a year, then report that company is capable of meeting its liabilities existing as at the balance sheet when they fall due within a period of one year from the balance sheet date. If not, report accordingly.

.

 

 

(xx) (a) whether, in respect of other than ongoing projects, the company has transferred unspent amount to a Fund specified in Schedule VII to the Companies Act within a period of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of section 135 of the said Act; Obtain the list of the CSR projects which are not on going projects.

Check if there is any unspent amount on such projects.

Check if such unspent amount has been transferred to the specified fund as per Schedule VII.

(b) whether any amount remaining unspent under sub-section (5) of section 135 of the Companies Act, pursuant to any ongoing project, has been transferred to special account in compliance with the provision of subsection (6) of section 135 of the said Act; Obtain a list of ongoing projects

Check if there is any unspent amount on ongoing projects.

If yes, check if the same is transferred to specific bank account before 30th April of the succeeding year.

Applicable only in case of Consolidated Accounts
(xxi) whether there have been any qualifications or adverse remarks by the respective auditors in the Companies (Auditor’s Report) Order (CARO) reports of the companies included in the consolidated financial statements, if yes, indicate the details of the companies and the paragraph numbers of the CARO report containing the qualifications or adverse remarks. Obtain a list of subsidiaries, joint ventures and associates to be consolidated.

Obtain audited accounts and check the auditors’ report if it has any qualifications.

If there is qualifications in the component auditor’s report, reproduce the same with para no. of CARO., the name of the company, details of qualifications and adverse remarks

4. Other issues to be reported under CARO 2020:

Para PARTICULARS Reporting requirement
4.     Reasons to be stated for unfavourable or qualified answers.-
(1) Where, in the auditor’s report, the answer to any of the questions referred to in paragraph 3 is unfavourable or qualified, the auditor’s report shall also state the basis for such unfavourable or qualified answer, as the case may be. Please ensure that for any qualification or any answer to the questions of para 3 are unfavorable, the reasons should be stated
(2) Where the auditor is unable to express any opinion on any specific matter, his report shall indicate such fact together with the reasons as to why it is not possible for him to give opinion on the same. If there is a disclaimer on any matter, the reason for the same to be stated

Ram S Verma is a senior partner, R Kabra & Co., Mumbai. Email_ rsv.fca@gmail.com

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