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Recent Amendments under CARO

Ministry of Corporate Affairs (MCA) has made certain changes in companies (auditor’s record) order vide its notification dated 25th February 2020, and has published Companies (Auditor’s Report) Order, 2020. It shall be applicable for the audit of financial statement 2019-20.

Companies Auditors Reporting Order (CARO) 2020

Companies covered under CARO 2020

It shall be applicable to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act, 2013 except:

    1. A banking company as defined in clause (c) of section 5 of the Banking Regulation Act, 1949.
    2. An insurance company as defined under the Insurance Act, 1938.
    3. Section 8 companies as per the companies Act 2013.
    4. A One Person Company as defined in clause (62) of section 2 of the Companies Act 2013
    5. A small company as defined in clause (85) of section 2 of the Companies Act 2013.
    6. 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.
  • Should not having the total borrowings exceeding one crore rupees from any bank or financial institution at any point of time during the financial year.
  • Total revenue as disclosed in Schedule III to the Companies Act (including revenue from discontinuing operations) should not exceeds ten crore rupees during the financial year as per the financial statement.

Matters to be included in auditor’s report

  • The CARO, 2020 added some more clauses, as compared to CARO, 2016.  There are in total 21 clauses in CARO 2020 as compared to 16 clauses in CARO 2016, 7 clauses inserted, 1 clause merged with other and 1 clause deleted.
  • Instead of fixed asset in CARO 2016, CARO 2020 includes Ind AS 10 PPE.
  • A specific format has been given for reporting the details of such immovable properties whose title deeds are not held in the name of the company.
  • Disclosure of details of proceedings against the company for holding Benami Property(Property in the name of proxy) and whether the company has disclosed the details in its financial statements.
  • Discrepancies noticed during physical verification of inventory would have to be reported by the auditor if such Discrepancies are of 10% or more in the aggregate of each class of inventory.
  • If, the Company has been sanctioned working capital (cash credit) limits exceeds Rs.5 crores, in aggregate, from banks or financial institutions on the basis of security of current assets the auditor is required to provide specific details as to whether the quarterly returns/statements filed by the Company with such banks or financial institutions are in agreement with the books of account of the Company.
  • In clause 3(iii) of CARO, 2020, the auditor required to check and report in detail on the investments made by the company, any guarantee or security provided or any loans or advances in the nature of loans granted, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties during the year, should not prejudicial to the interests of the company.
  • A specific format has given to report the period and the amount of default by the company in repayment of loans or other borrowings or in the payment of interest thereon to any lender.
  • The auditor is required to render his opinion on the basis of the financial ratios, ageing and expected dates of realization 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, 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.
  • The number of cash losses incurred in the financial year and in the immediately preceding financial year has to be reported.
  • The auditor has to take into consideration the issues, objections or concerns raised by the outgoing auditors before forming his opinion.
  • The auditor is required to report about the company if it is a declared willful defaulter by any bank/ financial institution/other lenders.
  • The auditor would have to report as to whether term loans were applied for the purpose for which the loans were obtained and if not, the amount of loan and the purpose for which it is used would have to be reported.
  • The auditor is required to report as to whether any fraud by the company or any fraud on the Company has been noticed or reported during the year; If yes, nature and the amount involved is to be indicated.
  • The auditor is to consider whistle-blower complaints received during the year by the Company in his audit.
  • The auditor is to report if 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 RBI Act 1934.
  • The auditor of the parent company is now required to indicate the details if the auditor of subsidiary companies gives any qualifications/adverse remark under CARO 2020 of the subsidiary companies and include such remark in the consolidated financial statements.
  • The CARO, 2020 is expected to significantly improve the overall quality of reporting by the Auditors on the financial statements of the Companies and thereby lead to greater transparency and faith in the financial affairs of the companies. This is automatically expected to greater inflow of investment by and in Indian companies.

Comparison between CARO 2016 and CARO 2020:

Clause CARO 2016 CARO 2020
i. Non –current assets
  • Whether the company is maintain proper records showing full particulars including quantitative details and situation of fixed asset.
  • Whether these fixed asset have been physically verified by management at reasonable interval.
  • Whether the title deeds of immovable property are held in the name of the Company. If not provide the detail thereof
  • Verification of the title deeds of the immovable properties and it’s disclosure in financial statements
  • Specified the format for maintaining the details of the fixed asset
  • In case of revaluation of Property, Plant and Equipment (PPE) or intangible assets, by a Registered Value if the change is 10% or more of the net carrying value.
 ii. Inventory and other current assets
  • Whether physical verification of inventory has been conducted by the management at reasonable interval. And if discrepancies have been noticed on such verification whether the same has been properly dealt with in the books of account.
  • If, the Company has been sanctioned working capital (cash credit) limits exceeds Rs.5 crores, in aggregate, from banks or financial institutions on the basis of security of current assets the auditor is required to provide specific details as to whether the quarterly returns/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.
iii. Investments, loans or advances by company
  • CARO 2016 focused only on loan that whether the company has granted any loans, secured or unsecured to companies, firms, LLP or other parties covered in the registered maintained under section 189 of the Companies Act 2013. If so, whether terms and conditions of the grant of such loan are not prejudicial to the company’s interest.
  • CARO 2020 includes investments also in this clause that whether the company has granted any loans, investments guarantee and securities to companies, firms, LLP or other parties covered in the registered maintained under section 189 of the Companies Act 2013. If so, whether terms and conditions of the grant of such loan are not prejudicial to the company’s interest.
  • If company grant loans or advances in the nature of repayable on demand or without the any terms or period of payment, given to related party and promoters then specify the amount and percentage of such loans or advances and given to the promoters, related parties.
iv. Loan to Directors and Investment by the Company
  • In respect of loan, investment, guarantees and security whether provision of section 185 and 186 of the Companies act 2013 has been complied with. If not, provide the details thereof.
No change
 v. Deposits accepted by the company
  • In case, the company has accepted deposits, whether the following has been complied with
  • The Directives issued by the reserve bank of India.
  • The provision of sec 73 to 76 or any other relevant provision of companies act 2013 and the rules framed there under.
  • If the order has been passed by company law board (CLB) or National company law tribunal (NCLT) or RBI or any court or any other tribunal.

And if not, the nature of contraventions should be stated.

No changes
vi. Maintenance of cost records
  • Central government has specified maintenance of cost records under sec 148(1) of companies act 2013 whether such accounts and records have been made and maintained.
No change
vii. Statutory dues
  • Whether the company is regular in depositing undisputed statutory dues with the appropriate authorities. If not,  the extent of arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they become payable, shall be indicated by the auditor. The amount of dues which shall not be paid should disclose by the auditor.
No change
viii. Disclosure of undisclosed transactions Not applicable
  • In case of any transactions not recorded in the books of account have been surrendered or disclosed as income during the year in the tax assessments, has been properly recorded in the books of account.
ix. Loans or other borrowings
  • Whether the company has defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders. If yes, the period and the amount of default to be reported
  • Specific format for reporting the details of the default in repayment of loans or other borrowings (lender wise) is given.
  • Various reporting clauses of section 143 of Companies Act 2013 is inserted as a part of this clause in respect of term loans, short term loans, funds raised to meet the obligations of subsidiaries.
 x. Money raised by IPOs, FPOs
  • Whether moneys raised by way of initial public offer or further public offer (including debt instruments) and term loans were applied for the purposes for which those are raised.
  • And according to clause (xiv) of CARO 2016 Whether the company has made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and if so, as to whether the requirement of section 42 of the Companies Act, 2013 have been complied with and the amount raised have been used for the purposes for which the funds were raised
  • If not, the details in respect of the amount of delays or default should mention and subsequent rectification, if any, as may be applicable, be reported;
  • Merged clause (xiv) of CARO 2016 – compliance in relation to preferential allotment or private placement of shares.
xi. Fraud
  • Whether any fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year. If yes, the nature and the amount involved is to be indicated.
  • Any report in ADT-4 in relation to fraud is filed by auditor to the central government u/s 143(12) and any complaints from whistle-blowers is considered by the auditor while submitting such report
xii. Nidhi company
  • Whether the Nidhi Company has complied with the Net Owned Funds to Deposits in the ratio of 1: 20 to meet out the liability and whether the Nidhi Company is maintaining 10 per cent unencumbered term deposits as specified in the Nidhi Rules, 2014 to meet out the liability.
No change
xiii. Related party transactions
  • Whether all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards;
No change
xiv. Internal Audit System Not applicable
  • whether the company has an internal audit system commensurate with the size and nature of its business
  • whether the reports of the Internal Auditors for the period under audit were considered by the statutory auditor;
xv. Non-cash transactions
  • 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, 2013 have been complied with.
No change
xvi. RBI registration
  • Whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and if so, whether the registration has been obtained.
No change
xvii. Cash losses Not applicable
  • State the amount of cash losses, in case of cash losses incurred in the financial year and in the immediately preceding financial year.
xviii. Consideration of outgoing auditor Not applicable
  • In case of 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
xix. Material uncertainty in relation to realisation of financial assets and payment of financial liabilities Not applicable
  • 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
xx. Compliance of CSR Not applicable
  • If there is any amount left unspent whether the company has transferred this unspent amount in respect of other than ongoing projects and ongoing projects to specified funds/accounts as per sec 135(5) and (6) respectively.
  • 135(5): If the unspent amount does not relate to an ongoing CSR project, such unspent amount should be directly transferred to the fund mentioned in Schedule VII of the Act, within 6months from the end of the relevant financial year.
  • 135(6): Any unspent amount from the total allocated amount for CSR remains, pursuant to any ongoing CSR project in accordance with its CSR policy, the company is then required to transfer such unspent amount to a special account called Unspent Corporate Social Responsibility Account within a period of 30days from the end of the financial year.
xxi. Qualifications or adverse remarks in the consolidated financial statements Not applicable
  • The auditor of the parent company is now required to indicate the details if the auditor of subsidiary companies gives any qualifications/adverse remark under CARO 2020 of the subsidiary companies and include such remark in the consolidated financial statements
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