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The Ministry of Corporate Affairs (MCA) issued the Companies (Auditor’s Report) Order, 2020 on 25 February 2020, applicable from 1 April 2021, corresponding to the financial year 2020-21. Thus, the CARO 2016 is now replaced by CARO 2020, and companies must prepare report as per CARO 2020.
The Ministry of Corporate Affairs (MCA) issued Company Auditor’s Report Order (CARO), 2016 on 29th March 2016. This order superseded the earlier order (CARO 2015).
MCA was of the objective that there are certain particular issues that are important to be reported with the financial statements for certain entities as a part of their audit reports. The auditor of such prescribed entities is required to report on the points mentioned under this order after performing procedures for verification of the same.
CARO 2016 is applicable to all the companies except the following (which) are specifically excluded from its purview:
A. Banking Companies
B. Insurance Companies
C. Companies registered for Charitable Purposes
D. One Person Company
E. Small Companies (Companies with Paid-up capital less than or equal to Rs. 2 crore and Last reported turnover less than or equal to Rs. 20 crores)
F. The following Private Companies are also exempt from the requirements of CARO, 2016
The auditors of all other class or classes of companies are required to report on the matters specified in this order. This order applies to foreign companies also and thus, the auditors for such companies are also required to report on the matters specified in CARO, 2016.
The Company Auditor’s Report Order (CARO), 2016 includes the following matters on which the auditor is required to report mandatorily:
A. Fixed Assets [Clause 3(i)]
B. Inventory [Clause 3(ii)]
C. Loans given by Company [Clause 3(iii)]
D. Loan to Directors and Investment by the Company [Clause 3(iv)]
E. Deposits [Clause 3(v)]
F. Cost records [Clause 3(vi)]
G. Statutory Dues [Clause 3(vii)]
H. Repayment of Loans [Clause 3(viii)]
I. The utilisation of funds [Clause 3(ix)]
J. Reporting of Fraud [Clause 3(x)]
K. Approval of Managerial Remuneration [Clause 3(xi)]
L. Nidhi Company [Clause 3(xii)]
M. Related Party Transactions [Clause 3(xiii)]
N. Private placement of Preferential Issues [Clause 3(xiv)]
O. Non-Cash Transactions [Clause 3(xv)]
P. Registration under RBI Act [Clause 3(xvi)]
A brief of reporting requirements under each of the above clauses is hereunder:
i. Whether the company maintains proper records showing full particulars including details of quantity and situation of the fixed assets
ii. Whether physical verification of the fixed assets is conducted by the management at reasonable intervals
iii. If any material discrepancies were noticed on physical verification, whether it has been accounted for in books of accounts
iv. Whether the title deeds of the immovable properties are in the name of the company
i. Whether at reasonable intervals the management has conducted physical verification of inventory
ii. If any material discrepancies were noticed on physical verification, whether it has been accounted for in books of accounts
Whether the company has granted any secured or unsecured loans to companies, Limited Liability Partnerships (LLPs), firms, or other parties mentioned in the register maintained under Section 189 of the Companies Act, 2013. If they have granted such loans, to check the following:
i. Whether the terms of such loans are not prejudicial to the company’s interest
ii. Whether the repayment and its receipt are proper
iii. To report with loans repayment outstanding for more than 90 days and what is the recovery position
Whether the loans and guarantees to directors are in order and in compliance with the limits prescribed under Section 185 and 186 of the Companies Act, 2013.
Whether the company has accepted any deposits and if yes, have they followed RBI’s directives as under:
i. The provisions regarding acceptance of deposits under section 73 to 76 of the Companies Act, 2013 have been followed
ii. If the order is passed by the court or any other tribunal like RBI, CLB, etc
iii. In case of non-compliance, the nature of the same has to be reported
If Central Government has prescribed maintaining cost records, whether the same have been properly maintained or not.
The auditor shall report whether the company:
i. Is regularly depositing its statutory dues, such as:
ii. If not regular, statutory dues outstanding for more than 6 months should be disclosed
iii. If any taxes have not been deposited because of any dispute, the amount of dispute and the forum where the litigation is ongoing should be disclosed
If the company has defaulted in repayment of loans to banks, government, debenture-holders, etc. then the amount and period of default are to be reported.
If any funds were raised by the company through IPO or other public offers (including debt), have they been applied for the purpose they were raised. Also, the auditor has to report in case of any delay and defaults.
If any fraud by the company or its employees has occurred during the year. If yes, the nature and amount involved have to be reported.
Whether the limits prescribed under the Company’s Act 2013 for managerial remuneration have been adhered to. If not, the amount of excess amount involved and steps for recovery being taken have to be reported.
In case of a Nidhi company, whether the following have been complied with has complied with:
i. Maintain net owned funds to deposit in the ratio of 1:20 to meet out the liability
ii. Maintain 10% unattached term deposits as specified in the Nidhi Rules, 2014 to meet out the liability
The compliances with rules specified in the Companies Act 2013 for transactions with related parties have been complied with or not. Also, the same is disclosed appropriately in the financial statements or not.
Whether the company has made any preferential or private allotments of shares and debentures. Also, whether the amount Raised has been utilized towards the purpose for which it was raised.
Whether the company has followed the limits and conditions as per Companies Act 2013 in respect of non-cash transactions with directors or their relatives.
Whether the company is required to be registered under RBI Act and if yes, then whether the registration is obtained or not. All the above-stated clauses are mandatory to be reported on. Also, the disclosures are to be given appropriately.
The CARO 2020 contains 21 clauses, whereas CARO 2016 has only 16 clauses. In CARO 2020, seven new clauses have been inserted, and the existing clauses of CARO 2016 have been re-drafted to elicit detailed comments from the auditors. CARO 2020 requires information in a more detailed format compared to CARO 2016. CARO 2020 strengthens the accountability of the management and enhances the due diligence responsibility of the auditors.
The CARO 2016 contains 16 clauses, whereas CARO 2015 has only 12 clauses. In CARO 2016, seven new clauses have been inserted, and three clauses of CARO 2015 were deleted. CARO 2016 added new clauses, such as reporting on approval of managerial remuneration, Nidhi company, related party transaction, private placement of preferential issues, non-cash transactions and registration under RBI act, etc.
Additionally, many clauses were re-drafted with changes in reporting format. CARO 2016 deals with important issues that need to be reported along with the financial statements for certain companies as part of their audit reports.
The CARO 2016 was applicable for the financial years 2015-16, 2016-17, 2017-18, 2018-19 and 2019-20. Subsequently, the Ministry of Corporate Affairs (MCA) issued CARO 2020 for all statutory audits commencing on or after 1 April 2021 corresponding to the financial year 2020-21 onwards. Thus, currently, CARO 2020 is applicable to all companies.
The CARO 2016 will not apply to the auditor’s report on consolidated financial statements. But, the CARO 2020 contains a clause that is now applicable to report on consolidated financial statements.
The CARO 2020 is applicable from 1 April 2021, thus, the companies should follow CARO 2020. The CARO 2020 was passed in supersession of the CARO 2016. Thus, CARO 2016 is no longer applicable and auditors must prepare the audit report as provided under CARO 2020.