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BIBLIOGRAPHY
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Companies (Auditors
Report) Order, 2016
Remarks
Applicability
-Banking Company
-Banking Company
Changes in respect of
applicability of
CARO on Private
limited company
-Insurance Company
-Insurance Company
-Sec 8 Company
-Sec 8 Company
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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;
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 the company holds
title of immovable property
held by the company, If not
provides the details thereof
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No Change
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No Change
10
-Point no 12 of Old
CARO has been
shifted to point 10 of
New CARO.
Point 10 is no more
in existence
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whether managerial
remuneration has been paid or
provided in accordance with
the requisite approvals
-Point 11 of old
CARO is covered in
point 9 of new
CARO.
Point 11 of New
CARO is new
insertion.
12
-Point no 12 of Old
CARO has been
shifted to point 10 of
New CARO.
Point 12 of new
CARO is new
insertion.
13
New insertion
14
New insertion
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15
New insertion
16
New in
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In accordance with the provisions of section 143(11) of the Companies Act, 2013
(CA, 2013), the auditors report of certain class or description of
companies shall include a statement on certain specified matters.
These reporting requirements on specified matters has now been prescribed under the Companies
(AuditorsReport) Order, 2016 (CARO 2016) issued by the Ministry of Corporate Affairs
(MCA) vide Order No. S.O.
1228(E) dated 29th March, 2016.
CARO 2016 has been issued in supersession of the Companies (Auditors Report) Order, 2015
and the same shall be applicable from the financial year 2015-16.
(a) has a place of business in India whether by itself or through an agent, physically or through
electronic
mode; and
(b) conducts any business activity in India in any other manner.
Class of companies which are excluded from applicability of CARO 2016
All types of Companies specified in paragraph 1 of CARO 2016 are specifically exempted
from application of
CARO. In other words, CARO 2016 applies to all Companies except certain categories or class
of Companies
specifically exempted therein.
Accordingly, following are the class of companies whose auditors are not required to comment
on matters
specified in CARO 2016.
(i) Banking Company:
CARO 2016 shall not apply to a banking company as defined u/s 5(c) of the Banking
Regulation Act,
1949.
10/15/2016 Complete Notes on Companies (Auditors Report) Order, 2016
(ii) Insurance Company:
CARO 2016 shall not be applicable to an insurance company as defined under the Insurance
Act, 1938.
(iii) Companies registered with Charitable Objects:
Any company which has been incorporated and licensed to operate under section 8 of CA, 2013
shall not be
required to comply with CARO 2016.
(iv) One Person Company:
A One Person Company (OPC) as defined under clause (62) of section 2 of CA, 2013 is not
covered under
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CARO 2016. OPC means a company which has only one person as a member.
(v) Small Company:
A small company as defined under section 2(85) of the Companies Act, 2013 is excluded from
the scope of
CARO 2016.
According to section 2(85) of CA, 2013 small company means a company, other than a public
company,
(i) paidup
share capital of which does not exceed 50 Lakhs or such higher amount as may be
prescribed which shall not be more than 5 Crore; and
(ii) turnover of which as per its last profit and loss account does not exceed 2 Crore or such
higher
amount as may be prescribed which shall not be more than 20 Crore:
Note that the definition of Small Company has been amended vide the Companies (Removal of
Difficulties)
Order, 2015 [S.O. 504(E)] w.e.f. 13th February, 2015. However, following companies will not
qualify as a
Small Company:
(A) a holding company or a subsidiary company;
(B) a company registered under section 8; or
(C) a company or body corporate governed by any special Act;
(vi) Private Company:
The auditors of the following private limited companies are not required to comment on the
matters
prescribed under CARO 2016:
a) Holding/Subsidiary of Public Company: A private company which is not a subsidiary or
holding company of a public company; and
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b) Capital 1 Crore: A private company having a paid up capital and reserves and surplus not
more than rupees ONE Crore as on the balance sheet date; and
c) Loan 1 Crore: Such private company does not have total borrowings exceeding rupees
ONE Crore from any bank or financial institution at any point of time during the financial year;
and
d) Turnover 10 Crore: Such private company does not have a total revenue exceeding rupees
TEN Crore during the financial year as per the financial statements.
Such revenue means revenue as disclosed in Scheduled III to the Companies Act, 2013 and
includes revenue from discontinuing operations.
There is another relief for the companies is that the Companies (Auditors Report) Order, 2016
shall also not apply to the auditors report on Consolidated Financial Statements (CFS) of the
company.
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According to the revised definition of Small Company, the both conditions as prescribed in
subclause (i)and (ii) of clause (85) of section 2 i.e. paid up share capital and turnover criteria
should be met by company to fall under the definition of Small Company.
Thus, fewer companies are expected to meet the criteria to fall under the definition of Small
Company and therefore be outside the scope of applicability of CARO 2016.
B) Foreign Company: In compare to the Companies Act, 1956, the definition of Foreign
Company has also been widened in section 2(42) of the Companies Act, 2013. Now, a company
shall become foreign company if such company or body corporate incorporated outside India has
a place of business in India whether by itself or through an agent, physically or through
electronic mode and conducts any business activity in India in any other manner.
Hence, more companies would get covered under the applicability of CARO 2016.
Additionally, the reporting requirement has also been enlarged in CARO 2016 to increase the
responsibility of the statutory auditors while preparing their reports in compliance with the
provisions of section 143 of the Companies Act, 2013. Which Matters are required to be included
in Auditors Report?
As compared to the CARO 2003, the reporting requirements under the CARO 2015 (FY
20142015) were significantly reduced from 21 clauses to 12 clauses. However, the Central
Government has further increased the number of reporting clauses from 12 to 16 in CARO
2016 for financial years commencing on or after 1st April, 2015.
As per paragraph 3 of CARO 2016, following certain matters shall be included in the report
made by the auditor under section 143 of the Companies Act, for the financial year commencing
on or after 1st April, 2015:
1) Fixed Assets [Clause 3(i)]:
Following matters shall be included in the auditors report relating to Fixed Assets of the
company.
a) Proper Records: Whether the company is maintaining proper records showing full particulars,
including quantitative details and situation of fixed assets;
b) Physical Verification: Whether these fixed assets 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;
c) Title Deed: Whether the title deeds of immovable properties are held in the name of the
company. If not, provide the details thereof;
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Note that a mere representation to the concerned Department shall not constitute a dispute.
8) Repayment of Loans [Clause 3(viii)]
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. Note that in case of defaults to banks, financial institutions, and Government, lender
wise details to be provided.
9) Utilisation of IPO and further Public Offer [Clause 3(ix)]:
Whether moneys raised by way of Initial Public Offer (IPO) or further public offer (including
debt instruments) and term loans 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;
10) Reporting of Fraud [Clause 3(x)]:
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;
11) Approval of Managerial Remuneration [Clause 3(xi)]:
Whether managerial remuneration has been paid or provided in accordance with the requisite
approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act
2013? If not, state the amount involved and steps taken by the company for securing refund of
the same;
12) Nidhi Company [Clause 3(xii)]:
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%
unencumbered term deposits as specified in the Nidhi Rules, 2014 to meet out the liability;
13) Related Party Transactions [Clause 3(xiii)]:
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;
14) Private Placement or Preferential Issues [Clause 3(xiv)]:
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
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raised have been used for the purposes for which the funds were raised. If not, provide the details
in respect of the amount involved andnature of noncompliance;
15) Noncash
Transactions [Clause 3(xv)]:
Whether the company has entered into any noncash 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;
16) Register under RBI Act 1934 [Cause 3(xvi)]:
Whether the company is required to be registered under section 45IA of the Reserve Bank of
India Act, 1934 and if so, whether the registration has been obtained.
Reasons to be stated for Unfavorable or Qualified Answers
1) Unfavourable or Qualified Answer:
Where, in the auditors report, the answer to any of the questions referred to in paragraph 3 is
unfavourable or qualified, the auditors report shall also state the reasons for such unfavourable
or qualified answer, as the case may be.
2) Unable to Express Opinion:
Where the auditor is unable to express any opinion in answer to a particular question, his report
shall indicate such fact together with the reasons why it is not possible for him to give an answer
to such question. Hence, as per paragraph 4 of CARO 2016, the auditor must give the reasons
for unfavourable or qualified answers to the above 16 clauses referred in paragraph 3 of CARO
2016. However, if the auditor is not able toexpress his opinion the fact and reason for the same
should be indicated in the report.
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BIBLIOGRAPHY
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WWW.WIKIPEDIA.ORG
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