Caro
Caro
CARO, 2020
Applicability Applicability and Exceptions
All About CARO
CARO: Private Limited Company: Exemption: 7. Borrowings: Maximum O/S Closing Treated as Borrowings
during the year Bal. A/cing adjustment & not treated as loan by
Q. No Questions: CARO applies? Answer > Bank Borrowings: (Figure in lacs) FI till due & not paid.
(Assume all other conditions of exemption are met) a) Term Loan 35 15 35 + 20 + 20 + 20 + 5 = 100
b) Working Capital Loan 20 25 hence, exemption available.
1. Company registered with unlimited liability No Exemption as it is not c) O/D Limit 20 NIL
(not limited by shares) which is a Private Co. a “Pvt. Ltd. Co.”, means sanctined & drawn.
CARO applies. > FI: Unsecured Loan taken 20 20
2. Company registered as a “private limited > Relative: Secured Loan taken 21 10
company” and has a > Debentures from public 22 20
a) Parent Co. which Is: > Interest on bank loan:
Due not paid 5 5
a private Co. Eligible for exemption
> Int. an Unsec loan 2 2
a public Co. No exemption (Co. will (accrued not due)
be a deemed public Co.)
b) Subsidiary which Is: 8. SPL: “SPL” Revenue is from all operations or only
a private Co. Eligible for exemption Revenue from operations disclosed in SPL 9 crores continuing operations?
a public Co. No exemption Other income 1 crore Ans: S-III: SPL – Revenue is only of cont.
Rev. from Discontinued Operations 1 crore operations.
3. Public Ltd. Co. has its Parent Co. - a Pvt. Ltd. No Exemption as it is not Total Revenue for CARO applicability = 9 + 1
As per latest FS. What will be the amount of revenue for
Co. & no subsidiaries a Pvt. Ltd. Co. + 1 =11
applicability of CARO?
4. ESC Paid Up 120 lacs as on B/S date Exemption available as Hence, exemption NA.
R&S (-) 30 lacs Paid Up Cap. & R&S = 9. CARO applicable in FY 2023-24? Revenue
CARO applicable based on above? 90 lacs. Revenue (Gross) 23-24 12 crores a) 12 b) 10.50 c) 9.50
Sales Return recd. in 23-24 CARO N.A. as sales return recd. in C.Y.
5. Sh Capital: Called Up 80 lacs Paid Up Cap. = : Out of 23-24 sales 1.50 crore reduced from C.Y. sales irrespective of which
(of Pvt Ltd. Calls in Arrear 10 lacs 80-10+2+0 = 72 lacs : Out of 22-23 sales 1 crore year sales it relates to.
Co. with Sh. Forfeiture 2 lacs R&S = 29 lacs
no H/S….) Calls in Advance 5 lacs
As on B/S date R&S 29 lacs >100 lacs
COMPANIES (AUDITOR’S REPORT) ORDER, 2020
Based on this CARO applicable? No Exemption.
Matters to be included in the auditor’s report -
6. Pvt Ltd Co. Paid Up SC: 50 lacs
I. Maintaining records of PPE and Intangible assets
Paid Up SC 50 lacs R&S: 50 lacs
Capital Reserve 5 lacs Total 100 lacs
Topic Provision Limits
Security Premium 10 lacs Hence, Exemption
Deb. Redemption Fund 10 lacs available.
Credit (Provision for legal claim A. (A) Whether the company is maintaining proper Cost, Dep, Useful life or rate of dep.
ESOP/SBP Reserve 5 lacs
Balance. excluded in R&S) Adequacy records showing full particulars, including Reval, Impairment, Adj, Date, Qty,
Provision for Legal Claims 6 lacs
of Records quantitative details and situation of Property, Plant Components, Identification No
General Reserve 10 lacs
and Equipment; (survey nos, reg no. etc.)
PorL Cr. Bal. 10 lacs
(B) Whether the company is maintaining proper Custody of PPE, Agreements &
records showing full particulars of intangible assets; Litigations on IA E-records.
B. Whether these Property, Plant and Equipment Based on risk, atleast once in (a) Whether physical verification of inventory has been IndAS2
Physical have been physically verified by the 3 years conducted at reasonable intervals by the management ABC based, once in a year
verification management at reasonable intervals; whether and whether, in the opinion of the auditor, the coverage atleast SA 501
and procedure of such verification by the management is
any material discrepancies were noticed on such
appropriate; whether any discrepancies of 10% or more in the
verification and if so, whether the same have aggregate for each class of inventory were noticed and if so,
been properly dealt with in the books of account; whether they have been properly dealt with in the books of
C. Whether the title deeds of all the immovable Only immovables classified account;
Title properties (other than properties where the as PPE and not inventory Only when limits are against
Deeds company is the lessee and the lease agreements TDR, P&M affixed to Land – (b) Whether during any point of time of the year, the company has security of current assets
been sanctioned working capital limits in excess of five crore No need to audit, just
are duly executed in favour of the lessee) Not immovables
rupees, in aggregate, from banks or financial institutions on compare with books. Only
disclosed in the financial statements are held Lost deed – FIR, MR, Certified the basis of security of current assets; whether the quarterly quarterly returns check even
in the name of the company, if not, provide the Copies. returns or statements filed by the company with such banks if company is submitting
details thereof in the format below:- Description or financial institutions are in agreement with the books of returns monthly.
of property Gross carrying value held in name of account of the company, if not, give details;
Whether promoter, director or their relative or
employee period held – indicate range, where III. Repayment of investments, guarantee, security and loans granted by the company
appropriate reason for not being held in name of Whether during the year the company has made investments in, provided any guarantee or security
company* - - - - - *also indicate if in dispute or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms,
D. Whether the company has revalued its Property, To be reported in Schedule Limited Liability Partnerships or any other parties, if so,- {L – all (If principal biz loans then a & e N.A.),
Revaluation of Plant and Equipment (including Right of Use 3 as well Companies G or S – a and b, I – b only}
Property, Plant assets) or intangible assets or both during the (Registered Valuers and (a) Whether during the year the company has provided loans or L-G-S : (Other than Principal
and Equipment year and, if so, whether the revaluation is based Valuation) Rules, 2017 provided advances in the nature of loans, or stood guarantee, Biz to give loans):
on the valuation by a Registered Valuer; specify set out valuation rules for or provided security to any other entity [not applicable to Amt during the year and
the amount of change, if change is 10% or more valuation u/s 247 companies whose principal business is to give loans], if so, balance OS to :
in the aggregate of the net carrying value of indicate- S/JV/A and Others
each class of Property, Plant and Equipment or (A) the aggregate amount during the year, and balance
intangible assets; outstanding at the balance sheet date with respect to
such loans or advances and guarantees or security to
E. Whether any proceedings have been initiated or To be reported in Schedule subsidiaries, joint ventures and associates;
Proceedings for are pending against the company for holding any 3 as well applicable where (B) the aggregate amount during the year, and balance
holding Benami benami property under the Benami Transactions proceedings initiated against outstanding at the balance sheet date with respect
Property (Prohibition) Act, 1988 (45 of 1988) and rules the company as benamidar to such loans or advances and guarantees or security
made thereunder, if so, whether the company (person who lends his to parties other than subsidiaries, joint ventures and
has appropriately disclosed the details in its name to own a property of associates;
financial statements; a beneficiary) by Initiating
Officer (AC/DC of IT) (b) Whether the investments made, guarantees provided, security L-G-S-I – Prejudicial?
given and the terms and conditions of the grant of all loans and
Property can be movable or
advances in the nature of loans and guarantees provided are
immovable not prejudicial to the company’s interest;
(a) Whether the company is regular in depositing Bonded warehouse imported (a) Whether the company has defaulted in repayment of loans or other Restructuring:
undisputed statutory dues including Goods and goods – Duty not payable, rent borrowings or in the payment of interest thereon to any lender, if Application Submitted –
Services Tax, provident fund, employees’ state and interest may be payable yes, the period and the amount of default to be reported as per the treat as due
insurance, income-tax, sales-tax, service tax, duty and is a stat. due format below: Approved – Report the fact
of customs, duty of excise, value added tax, cess Interest / Penalty also covered • Nature of borrowing, including debt securities Approved after B/S date –
and any other statutory dues to the appropriate Payable date – payable without • Name of lender (lender wise details to be provided in case of Report delays of the year
authorities and if not, the extent of the arrears interest. defaults to banks, financial institutions and Government) and state this fact.
of outstanding statutory dues as on the last day • Amount not paid on due date
of the financial year concerned for a period of • Whether principal or interest
more than six months from the date they became • No. of days delay or unpaid
payable, shall be indicated; • Remarks, if any
(b) Where statutory dues referred to in sub- Mere representation – not (b) Whether the company is a declared wilful defaulter by any bank or Report even if declared in
clause (a) have not been deposited on account disputed. financial institution or other lender; PY. Report even if declared
of any dispute, then the amounts involved Part disputed – balance treated by govt. authorities or non-
and the forum where dispute is pending shall as undisputed. (c) Whether term loans were applied for the purpose for which the lending banks/FI. (Source
be mentioned (a mere representation to the Appeal to be filed, time expired loans were obtained; if not, the amount of loan so diverted and the – RBI Circular, Bank website,
concerned department shall not be treated as a – Treat undisputed. purpose for which it is used may be reported; CIBIL, etc)
dispute); SCN – No due, unless demand Declared when unit fails
notice issued. (d) Whether funds raised on short term basis have been utilised for to pay even when it has –
long term purposes, if yes, the nature and amount to be indicated; funds to pay, misused funds,
siphoned to another entity
VIII. Disclosure of transactions not recorded in the books
(e) Whether the company has taken any funds from any entity or or disposed acquired assets.
person on account of or to meet the obligations of its subsidiaries,
Whether any transactions not recorded in the S. 158B of IT Act – Undisclosed associates or joint ventures, if so, details thereof with nature of such Term loan – Usually >36
books of account have been surrendered or income. transactions and the amount in each case; months. Misutilisation
disclosed as income during the year in the tax includes Diversion.
assessments under the Income Tax Act, 1961 (43 (f) Whether the company has raised loans during the year on the pledge Temporary investment of
of 1961), if so, whether the previously unrecorded of securities held in its subsidiaries, joint ventures or associate excess funds not diversion,
income has been properly recorded in the books companies, if so, give details thereof and also report if the company auditor to state the fact.
of account during the year; has defaulted in repayment of such loans raised;
X. Moneys raised by IPO, FPO & preferential allotment/ private placement of shares or convertible debentures
(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 • Issue to Public
• Issue to Existing
raised, if not, the details together with delays or default and subsequent rectification, if Shareholders on
any, as may be applicable, be reported; proportionate
basis S. 62(1)(b) + S.42 S. 55 + S.42 S. 71 + S.42
(b) Whether the company has made any preferential allotment or private placement • (For no
• Issue to selective/
of shares or convertible debentures (fully, partially or optionally convertible) during identified group of
consideration- Equity & Preference
person including
the year and if so, whether the requirements of section 42 and section 62 of the Bonus and for
employees/existing Debentures
Consideration- Convertibles Shares
Companies Act, 2013 have been complied with and the funds raised have been used Rights Issue)
shareholders on non-
proportionate basis
for the purposes for which the funds were raised, if not, provide details in respect of
(Apart from these shares can be issued as Sweat Equity Shares/ESOPs)
amount involved and nature of non-compliance;
(a) Whether any fraud by the company or Covers all financial frauds (a) Whether the company has an internal audit State whether required to have under 138
any fraud on the company has been Whether done by 3rd parties or officer or system commensurate with the size and Adequacy depends on –Size of IA department,
noticed or reported during the year, if yes, employees of Co. nature of its business; Qualification of IA, Reports, Follow-up systems, IC
the nature and the amount involved is to (b) Whether the reports of the Internal systems, AC reviews, Documentation etc. SA 610.
be indicated; Auditors for the period under audit were
(b) Whether any report under section Clause viii and ii(b) could also be relevant considered by the statutory auditor;
143(12) of the Companies Act has been 143(12) frauds reported by CS/CMA also to
filed by the auditors in Form ADT-4 as be reported here XV. Non-cash transactions with directors
prescribed under rule 13 of Companies
(Audit and Auditors) Rules, 2014 with the
Central Government; Whether the company has entered into any Restriction to enter in non-cash transaction with
non-cash transactions with directors or persons Director or party connected to him unless prior
(c) Whether auditor has considered Whistle blower mechanism required for connected with him and if so, whether the approval of resolution in GM obtained (incl of
Whistle-blower complaints, if any, all listed companies, companies accepting provisions of section 192 of Companies Act have holding Co. if director in holding company) else
received during the year by the company public deposits and companies borrowing been complied with; voidable.
(S.177(9)); funds of >50 crores from Bk or FI. SEBI – LoDR
also requires (R. 4(2)(d)) XVI. Registration with Reserve Bank of India
XII. Compliances by Nidhi Company (a) Whether the company is required to be registered under section 45-IA Refer chapter of NBFC
of the Reserve Bank of India Act, 1934 (2 of 1934) and if so, whether
(a) Whether the Nidhi Company has complied Every Nidhi shall, within a period of 1year the registration has been obtained;
with the Net Owned Funds to Deposits in from date of incorporation, ensure it has— (b) Whether the company has conducted any Non-Banking Financial or
the ratio of 1:20 to meet out the liability; (i) not less than 200 members; Housing Finance activities without a valid Certificate of Registration
(b) Whether the Nidhi Company is (ii) net owned funds of 20 lakh rupees or (CoR) from the Reserve Bank of India as per the Reserve Bank of India
maintaining ten per cent. unencumbered more; Act, 1934;
term deposits as specified in the Nidhi (iii) unencumbered term deposits of not less (c) Whether the company is a Core Investment Company (CIC) as defined
Rules, 2014 to meet out the liability; than 10% of the outstanding deposits; in the regulations made by the Reserve Bank of India, if so, whether
(c) Whether there has been any default in and it continues to fulfil the criteria of a CIC, and in case the company is
payment of interest on deposits or (iv) ratio of net owned funds (as per last an exempted or unregistered CIC, whether it continues to fulfil such
repayment thereof for any period and if audited B/S) to deposits of not more than criteria;
so, the details thereof; 1:20. (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;
XIII. Compliance with section 177 and 188
Whether all transactions with the related parties All specified RP transactions require approval XVII. Cash losses
are in compliance with sections 177 and 188 of of BoD and SH unless in ordinary course and XVIII. Resignation of the statutory
auditors
Companies Act where applicable and the details arm’s length and approved by AC. Transaction
Whether the company
have been disclosed in the financial statements, with 100% S then SH approval not needed. Whether there has been any resignation
etc., as required by the applicable accounting Specified transaction include relating to has incurred cash losses
of the statutory auditors during the year,
standards; goods, services, property, agency but not in the FY and in the
if so, whether the auditor has taken into
amalgamation, etc. immediately preceding
consideration the issues, objections or
Ordinary Course – based on MoA, purpose, FY, if so, state the amount
concerns raised by the outgoing auditors;
volume, transaction with other parties, of cash losses;
frequency etc. AS 18/ IndAS24 compliance