Statutory Audit Manual 2021-22 under Companies Act, 2013

Articles contains Updated CARO New Format, Schedule III New Requirements, Board Reports Format, Management Representation Letter, AS requirements for Corporates / Non-Corporates, Audit Program, Audit Report Format etc.

AUDIT MANUAL
SMALL & MEDIUM ENTERPRISES
(Contains Format of CARO 2020, Additional Requirements of Schedule III)
2021-2022
(updated till 27.06.2022)

INDEX OF CONTENTS

PAGE PARTICULARS

4 KEY CHANGES

5-8 APPLICABILITY OF ACCOUNTING STANDARDS TO COMPANIES (changes w.e.f. 23.06.2021)

9-13 APPLICABILITY OF ACCOUNTING STANDARDS TO NON-CORPORATES ENTITIES ( w.e.f. 01.02.2022)

14-18 FORMAT OF AUDIT PROGRAM

19 AUDIT WORKING PAPERS – CURRENT FILE

20 AUDIT WORKING PAPERS – PERMANENT FILE

21 FORMAT OF ENGAGEMENT LETTER (NON-CORPORATE)

22 FORMAT OF CONSENT & CERTIFICATE OF AUDITOR UNDER COMPANIES ACT, 2013

23 FORMAT OF APPOINTMENT LETTER (CORPORATE) TO AUDITOR
– RATIFICATION AT AGM

24 FORMAT OF APPOINTMENT LETTER (CORPORATE) TO AUDITOR – NEW APPOINTMENT

25 FORMAT OF APPOINTMENT LETTER (TAX AUDIT U/S 44AB) TO AUDITOR

26 FORMAT OF COMMUNICATION TO PREVIOUS AUDITOR

27-31 FORMAT OF AUDIT REPORT (NEW W.E.F. 01.04.2018)

32-33 FORMAT OF AUDIT REPORT – NON- CORPORATE ENTITY (NEW W.E.F. 01.04.2018)

Prepared in Accordance with a Fair Presentation Framework

34-35 FORMAT OF AUDIT REPORT – NON- CORPORATE ENTITY (NEW W.E.F. 01.04.2018)

Prepared in Accordance with a General Purpose Compliance Framework

36-39 CARO 2020 (UNQUALIFIED STANDARD VERSION – NEW W.E.F. 01.04.2021)

44-52 CHANGES IN SCHEDULE III (W.E.F. 01.04.2021)

53-54 FORMAT OF REPORT ON INTERNAL FINANCIAL CONTROLS

55-60 FORMAT OF MANAGEMENT REPRESENTATION LETTER TO AUDITOR

61-63 FORMAT OF BOARD’S REPORT – STANDARD VERSION

64-65 FORMAT OF BOARD’S REPORT – SMALL COMPANY AND OPC W.E.F. 31.07.2018

KEY CHANGES

• New Format of CARO 2020 (applicablee.f. 01.04.2021)
• Major Changes in Schedule III (w.e.f. 01.04.2021)
• Quoting UDIN (ICAI) is made mandatory
• For all Certificates w.e.f. 1st February, 2019.
• For all GST and Tax Audit Reports w.e.f. 1st April, 2019.
• For all other Audit, Assurance and Attestation functions w.e.f. 1st July, 2019.
• Tax Audit Form 3CD is changed with effect from 20.08.2018

[Except clause 30C (GAAR) and clause 44 (GST)- they are deferred upto 31.03.2022]

• Board Report for Small Company and One Person Company simplified and prescribed in abridged format with effect from 31.07.2018
• Requirement of MGT-9 (extract of Annual Return) as part of Board’s Report is done away by the Companies (Amendment) Act, 2017 w.e.f. 31.07.2018
• Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 are not applicable to a private company w.e.f. 13.06.2017:-
• which is a one person company or a small company; or
• which has turnover less than rupees fifty crores as per latest audited financial statement and which has aggregate borrowings from banks or financial institutions or any body corporate at any point of time during the financial year less than rupees twenty five crore
• Ratification by members in Annual General Meeting in respect of re­appointment of Auditors no more required w.e.f. 07.05.2018
• Few Annual/Half yearly compliance requirements by MCA:

APPLICABILITY OF ACCOUNTING STANDARDS TO COMPANIES (as amended w.e.f. 23.06.2021)

SMCs: Criteria for classification of companies under the Companies (Accounting Standards) Rules, 2006. Small and Medium-Sized Company (SMC) as defined in Clause 2(f) of the Companies (Accounting Standards) Rules, 2006 means, a company-

(i) Whose equity or debt securities are not listed or are not in the process of listing on any stock exchange, whether in India or outside India;

(ii) Which is not a bank, financial institution or an insurance company;

(iii) Whose turnover (excluding other income) does not exceed rupees fifty crore in the immediately preceding accounting year;

iv) Which does not have borrowings (including public deposits) in excess of rupees fifty crore at any time during the immediately preceding accounting year; and

v) Which is not a holding or subsidiary company of a company which is not a small and medium sized company.

Explanation: For the purposes of clause 2(f), a company shall qualify as a Small and Medium Sized Company, if the conditions mentioned therein are satisfied as at the end of the relevant accounting period.

Non-SMCs: Companies not falling within the definition of SMC are considered as Non- SMCs.

A. General Instructions

. SMCs shall follow the following instructions while complying with Accounting Standards under these Rules:-

1.1 the SMC which does not disclose certain information pursuant to the exemptions or relaxations given to it shall disclose (by way of a note to its financial statements) the fact that it is an SMC and has complied with the Accounting Standards insofar as they are applicable to an SMC on the following lines: “The Company is a Small and Medium Sized Company (SMC) as defined in the Companies (Accounting Standards) Rules, 2021 notified under the Companies Act, 2013. Accordingly, the Company has complied with the Accounting Standards as applicable to a Small and Medium Sized Company.”

1.2 Where a company, being an SMC, has qualified for any exemption or relaxation previously but no longer qualifies for the relevant exemption or relaxation in the current accounting period, the relevant standards or requirements become applicable from the current period and the figures for the corresponding period of the previous accounting period need not be revised merely by reason of its having ceased to be an SMC. The fact that the company was an SMC in the previous period and it had availed of the exemptions or relaxations available to SMCs shall be disclosed in the notes to the financial statements. 1.3 If an SMC opts not to avail of the exemptions or relaxations available to an SMC in respect of any but not all of the Accounting Standards, it shall disclose the standard(s) in respect of which it has availed the exemption or relaxation.

1.4 If an SMC desires to disclose the information not required to be disclosed pursuant to the exemptions or relaxations available to the SMCs, it shall disclose that information in compliance with the relevant accounting standard.

1.5 The SMC may opt for availing certain exemptions or relaxations from compliance with the requirements prescribed in an Accounting Standard: Provided that such a partial exemption or relaxation and disclosure shall not be permitted to mislead any person or public.

Other Instructions

Rule 5 of the Companies (Accounting Standards) Rules, 2021, provides as below: “5. Qualification for exemption or relaxation in respect of SMC. – An existing company, which was previously not a Small and Medium Sized Company (SMC) and subsequently becomes a SMC, shall not be qualified for exemption or relaxation in respect of Accounting Standards available to a SMC until the company remains a SMC for two consecutive accounting periods.”

NOTES

Cash Flow Statement is required to be included as a part of financial statements of a company except in case of One Person Company, small company and dormant company.

1. A S 15 : Employee Benefits

a) paragraphs 11 to 16 of the standard to the extent they deal with recognition and measurement of short-term accumulating compensated absences which are non-vesting (i.e., short-term accumulating compensated absences in respect of which employees are not entitled to cash payment for unused entitlement on leaving);

(b) paragraphs 46 and 139 of the Standard which deal with discounting of amounts that fall due more than 12 months after the balance sheet date;

(c)  recognition and measurement principles laid down in paragraphs 50 to 116 and presentation and disclosure requirements laid down in paragraphs 117 to 123 of the Standard in respect of accounting for defined benefit plans. However, such companies should actuarially determine and provide for the accrued liability in respect of defined benefit plans by using the Projected Unit Credit Method and the discount rate used should be determined by reference to market yields at the balance sheet date on government bonds as per paragraph 78 of the Standard. Such companies should disclose actuarial assumptions as per paragraph 120(l) of the Standard; and recognition and measurement principles laid down in paragraphs 129 to 131 of the Standard in respect of accounting for other longterm employee benefits. However, such companies should actuarially determine and provide for the accrued liability in respect of other long-term employee benefits by using the Projected Unit Credit Method and the discount rate used should be determined by reference to market yields at the balance sheet date on government bonds as per paragraph 78 of the Standard.

A S 19 Leases:

Paragraphs 22 (c),(e) and (f); 25 (a), (b) and (e); 37 (a) and (f); and 46 (b) and (d) relating to disclosures are not applicable to SMCs.

AS 20 Earnings Per Share: Disclosure of diluted earnings per share (both including and excluding extraordinary items) is exempted for SMCs.

AS 25 Interim Financial Reporting: Interim Financial Reporting, does not require a company to present interim financial report. It is applicable only if a company is required or elects to prepare and present an interim financial report. Only certain Non-SMCs are required by the concerned regulators to present interim financial results, e.g., quarterly financial results required by the SEBI. Therefore, the recognition and measurement requirements contained in this Standard are applicable to those Non-SMCs for preparation of interim financial results.

AS 28 Impairment of Assets: SMCs are allowed to measure the ‘value in use’ on the basis of reasonable estimate thereof instead of computing the value in use by present value technique. Consequently, if an SMC chooses to measure the ‘value in use’ by not using the present value technique, the relevant provisions of AS 28, such as discount rate etc., would not be applicable to such an SMC. Further, such an SMC need not disclose the information required by paragraph 121(g) of the Standard.

AS 29 Provisions, Contingent Liabilities and Contingent Assets:

Paragraphs 66 and 67 relating to disclosures are not applicable to SMCs.

APPLICABILITY OF ACCOUNTING STANDARDS TO NON-CORPORATE ENTITIES as amended w.e.f. 01.02.2022)

For more information check:  https://www.icai.org/post.html?post_id=15769

Level I Entities

Non-corporate entities which fall in any one or more of the following categories, at the end of the relevant accounting period, are classified as Level I entities:

i. Entities whose equity or debt securities are listed or are in the process of listing on any stock exchange, whether in India or outside India.

ii. Banks (including co-operative banks), financial institutions or entities carrying on insurance business.

iii. All entities engaged in commercial, industrial and business activities, whose turnover (excluding other income) exceeds rupees two-fifty crore in the immediately preceding accounting year.

iv. All entities engaged in commercial, industrial and business activities having borrowings (including public deposits) in excess of rupees fifty crore at any time during the immediately preceding accounting year.

v. Holding and subsidiary entities of any one of the above.

Level II Entities

Non-corporate entities which are not Level I entities but fall in any one or more of the following categories are classified as Level II entities:

i. All entities engaged in commercial, industrial and business activities, whose turnover (excluding other income) exceeds rupees fifty crore but does not exceed rupees two-fifty crore in the immediately preceding accounting year.

ii. All entities engaged in commercial, industrial and business activities having borrowings (including public deposits) in excess of rupees ten crore but not in excess of rupees fifty crore at any time during the immediately preceding accounting year.

 i. Holding and subsidiary entities of any one of the above.

Level III Entities

Non-corporate entities which are not covered under Level II and Level III, but fall in any one or more of the following categories are classified as Level III entities:

i. All entities engaged in commercial, industrial and business activities, whose turnover (excluding other income) exceeds rupees ten crore but does not exceed rupees fifty crore in the immediately preceding accounting year.

ii. All entities engaged in commercial, industrial and business activities having borrowings (including public deposits) in excess of rupees two crore but not in excess of rupees ten crore at any time during the immediately preceding accounting year.

i. Holding and subsidiary entities of any one of the above.

Level IV Entities

Non-corporate entities, which are not covered under Level I and Level II, are considered as Level IV entities.

Additional requirements

(1) An MSME which avails the exemptions or relaxations given to it shall disclose (by way of a note to its financial statements) the fact that it is an MSME, the Level of MSME and that it has complied with the Accounting Standards insofar as they are applicable to entities falling in Level II or Level III or Level IV, as the case may be.

(2) Where an entity, being covered in Level II or Level III or Level IV, had qualified for any exemption or relaxation previously but no longer qualifies for the relevant exemption or relaxation in the current accounting period, the relevant standards or requirements become applicable from the current period and the figures for the corresponding period of the previous accounting period need not be revised merely by reason of its having ceased to be covered in Level II or Level III or Level IV, as the case may be. The fact that the entity was covered in Level II or Level III or Level IV, as the casemay be, in the previous period and it had availed of the exemptions or relaxations available to that Level of entities shall be disclosed in the notes to the financial statements. The fact that previous period figures have not been revised shall also be disclosed in the notes to the financial statements.

(3) Where an entity has been covered in Level I and subsequently, ceases to be so covered and gets covered in Level II or Level III or Level IV, the entity will not qualify for exemption/relaxation available to that Level, until the entity ceases to be covered in Level I for two consecutive years. Similar is the case in respect of an entity, which has been covered in Level II or Level III and subsequently, gets covered under Level III or Level IV.

(4) If an entity covered in Level II or Level III or Level IV opts not to avail of the exemptions or relaxations available to that Level of entities in respect of any but not all of the Accounting Standards, it shall disclose the Standard(s) in respect of which it has availed the exemption or relaxation.

(5) If an entity covered in Level II or Level III or Level IV opts not to avail any one or more of the exemptions or relaxations available to that Level of entities, it shall comply with the relevant requirements of the Accounting Standard.

(6) An entity covered in Level II or Level III or Level IV may opt for availing certain exemptions or relaxations from compliance with the requirements prescribed in an Accounting Standard: Provided that such a partial exemption or relaxation and disclosure shall not be permitted to mislead any person or public.

(7) In respect of Accounting Standard (AS) 15, Employee Benefits, exemptions/ relaxations are available to Level II and Level III entities, under two sub-classifications, viz., (i) entities whose average number of persons employed during the year is 50 or more, and (ii) entities whose average number of persons employed during the year is less than 50. The requirements stated in paragraphs (1) to (6) above, mutatis mutandis, apply to these sub-classifications.

NOTES

1. A S 15 Employee Benefits (revised 2005)

(1) Level II and Level III Non-company entities whose average number of persons employed during the year is 50 or more are exempted from the applicability of the following paragraphs:

(a) paragraphs 11 to 16 of the standard to the extent they deal with recognition and measurement of shortterm accumulating compensated absences which are non-vesting (i.e., short-term accumulating compensated absences in respect of which employees are not entitled to cash payment for unused entitlement on leaving);

(b) paragraphs 46 and 139 of the Standard which deal with discounting of amounts that fall due more than 12 months after the balance sheet date;

(c) recognition and measurement principles laid down in paragraphs 50 to 116 and presentation and disclosure requirements laid down in paragraphs 117 to 123 of the Standard in respect of accounting for defined benefit plans. However, such entities should actuarially determine and provide for the accrued liability in respect of defined benefit plans by using the Projected Unit Credit Method and the discount rate used should be determined by reference to market yields at the balance sheet date on government bonds as per paragraph 78 of the Standard. Such entities should disclose actuarial assumptions as per paragraph 120(l) of the Standard; and

(d) recognition and measurement principles laid down in paragraphs 129 to 131 of the Standard in respect of accounting for other long-term employee benefits. However, such entities should actuarially determine and provide for the accrued liability in respect of other long-term employee benefits by using the Projected Unit Credit Method and the discount rate used should be determined by reference to market yields at the balance sheet date on government bonds as per paragraph 78 of the Standard.

(2) Level II and Level III Non-company entities whose average number of persons employed during the year is less than 50 and Level IV Non-company entities irrespective of number of employees are exempted from the applicability of the following paragraphs:

(a) paragraphs 11 to 16 of the standard to the extent they deal with recognition and measurement of shortterm accumulating compensated absences which are non-vesting (i.e., short-term accumulating compensated absences in respect of which employees are not entitled to cash payment for unused entitlement on leaving);

(b) paragraphs 46 and 139 of the Standard which deal with discounting of amounts that fall due more than 12 months after the balance sheet date;

(c) recognition and measurement principles laid down in paragraphs 50 to 116 and presentation and disclosure requirements laid down in paragraphs 117 to 123 of the Standard in respect of accounting for defined benefit plans. However, such entities may calculate and account for the accrued liability under the defined benefit plans by reference to some other rational method, e.g., a method based on the assumption that such benefits are payable to all employees at the end of the accounting year; and

(d) recognition and measurement principles laid down in paragraphs 129 to 131 of the Standard in respect of accounting for other long-term employee benefits. Such entities may calculate and account for the accrued liability under the other long-term employee benefits by reference to some other rational method, e.g., a method based on the assumption that such benefits are payable to all employees at the end of the accounting year.

2. A S 19 Leases:

(a) Paragraphs 22 (c),(e) and (f); 25 (a), (b) and (e); 37 (a) and (f); and 46 (b) and (d) relating to disclosures are not applicable to Level II Non-company entities.

(b) Paragraphs 22 (c),(e) and (f); 25 (a), (b) and (e); 37 (a), (f) and (g); and 46 (b), (d) and (e) relating to disclosures are not applicable to Level III Non-company entities.

(c) Paragraphs 22 (c),(e) and (f); 25 (a), (b) and (e); 37 (a), (f) and (g); 38; and 46 (b), (d) and (e) relating to disclosures are not applicable to Level IV Non-company entities.

3. A S 22 Accounting for Taxes on Income

(a) Level IV Non-company entities shall apply the requirements of AS 22, Accounting for Taxes on Income, for Current tax defined in paragraph 4.4 of AS 22, with recognition as per paragraph 9, measurement as per paragraph 20 of AS 22, and presentation and disclosure as per paragraphs 27-28 of AS 22.

(b) Transitional requirements On the first occasion when a Non-company entity gets classified as Level IV entity, the accumulated deferred tax asset/liability appearing in the financial statements of immediate previous accounting period, shall be adjusted against the opening revenue reserves.

4. A S 26 Intangible Assets

Paragraphs 90(d)(iii); 90(d)(iv) and 98 relating to disclosures are not applicable to Level IV Non-company entities.

5. A S 28 Impairment of Assets:

Level II and Level III Non-company entities are allowed to measure the ‘value in use’ on the basis of reasonable estimate thereof instead of computing the value in use by present value technique. Consequently, if Level II or Level III Non-company entity chooses to measure the ‘value in use’ by not using the present value technique, the relevant provisions of AS 28, such as discount rate etc., would not be applicable to such an entity. Further, such an entity need not disclose the information required by paragraph 121(g) of the Standard.

(a) Also, paragraphs 121(c)(ii); 121(d)(i); 121(d)(ii) and 123 relating to disclosures are not applicable to Level III Noncompany entities.

6. A S 29 Provisions, Contingent Liabilities and Contingent Assets:

Disclosures in respect of the following provisions are not applicable to Level II, III and Level IV entities (A) For each class of provision:

• the carrying amount at the beginning and end of the period;
• additional provisions made in the period, including increases to existing provisions;
• amounts used (i.e. incurred and charged against the provision) during the period; and
• unused amounts reversed during the period.

(B) For each class of provision:

• a brief description of the nature of the obligation and the expected timing of any resulting outflows of economic benefits;
• an indication of the uncertainties about those outflows. Where necessary to provide adequate information, an enterprise should disclose the major assumptions made concerning future events, i.e. Future events that may affect the amount required to settle an obligation should be reflected in the amount of a provision where there is sufficient objective evidence that they will occur.
• the amount of any expected reimbursement, stating the amount of any asset that has been recognised for that expected reimbursement.

7. In case of Level IV Non-company entities, generally there are no such transactions that are covered under AS 14

Accounting for Amalgamations, or jointly controlled operations or jointly controlled assets covered under AS 27, Financial Reporting of Interests in Joint Ventures. Therefore, these standards are not applicable to Level IV Non-company entities. However, if there are any such transactions, these entities shall apply the requirements of the relevant standard.

8. AS 21, Consolidated Financial Statements, AS 23, Accounting for Investments in Associates in Consolidated

Financial Statements, AS 27, Financial Reporting of Interests in Joint Ventures (to the extent of requirements relating to Consolidated Financial Statements), and AS 25, Interim Financial Reporting, do not require a Non-company entity to present consolidated financial statements and interim financial report, respectively. Relevant AS is applicable only if a Non-company entity is required or elects to prepare and present consolidated financial statements or interim financial report.