Brief History of CARO & Applicability/Coverage of CARO 2020

A new structure for statutory audits of companies has been announced by the Ministry of Corporate Affairs (MCA). Companies (Auditor’s Report) Order, 2020 was announced by the MCA on February 25, 2020. (CARO 2020). The Companies (Auditor’s Report) Order, 2016, earlier order is replaced by the order (CARO 2020).

Short Glimpse about CARO 2020

A new format for issuing audit reports for statutory audits of businesses conducted in accordance with the Companies Act, 2013 is called CARO 2020. Following discussions with the National Financial Reporting Authority, CARO 2020 has added additional reporting requirements (NFRA). The audit and accounting professions in India are governed by the NFRA, an independent regulatory body. The goal of CARO 2020 is to raise the standard of reporting produced by business auditors overall.

Companies not covered by CARO 2020

These companies are not covered by the Companies Auditor Report Order Rules (CARO). As a result, the following auditors are exempt from CARO requirements when issuing audit reports for any of the following companies:

• Private companies with gross revenues or revenue (including money from ending operations) of less than or equal to Rs 10 crore in a fiscal year are also exempt from the CARO, 2020 provisions.
• Whose paid-up share capital plus reserves as of the balance sheet date are less than or equal to Rs 1 crore (i.e. usually at the end of the FY).
• Not a holding or subsidiary of a publicly traded company.
• Whose borrowings at any point during the fiscal year are less than or equal to Rs 1 crore.

Brief coverage of CARO 2020

Following points highlights the brief coverage of CARO 2020:

Disclosure requirements required for real estate:

• Details of all immovable property held in the name of the company in the financial statements together with the period of holding.
• Details of all immovable property held in the name of the promoter, director, or any relatives or employees of the company along with the period of holding should be disclosed in the financial statements.
• Details of immovable property, along with title deeds and necessary resolutions, which have been mortgaged with banks/financial institutions for any loans obtained by the company.
• Details of these properties are given in the financial statements, but they are not held in the name of the company.
• If any property is held in a lessee’s capacity, leases are duly executed in favor of the lessee company.
• Details of all proceedings initiated or pending against the company for holding Benami properties.

Relevant Disclosures for Forming an Opinion on Intangible Assets Classified as Other Property, Plant, and Equipment

Documentary records with full details such as:

• Quantitative details, book value, and condition of land, buildings, and equipment.
• Carrying value of intangible property rights.
• Any impairment tests performed or performed
• If the property (including intangible rights) is overvalued, a valuation report from a registered valuer with detailed justification.

Disclosure requirements needed for Inventory

• Details of scope and procedure of physical inventory verification adopted by management, frequency of physical inventory verification.
• Stock details must be maintained in each stock class with a value and quantity breakdown and must be accessible to auditors for reporting purposes.
• Further, details of working capital loans borrowed from Banks/Financial Institutions above INR 5 crore. In such an event, any quarterly statements to the banks on the loan will be made available to the auditors for comparison with the stock records according to the books of accounts.
• Details of any interest levy, temporary overdraft, or over-withdrawal that caused the penalty limit of INR 5 crore to be exceeded must also be available.

Disclosure requirements for granted or renewed loans by the Company:

• Management will follow procedural requirements in real-time and maintain signed copies of board/shareholder meeting resolutions as per the criteria set out in Section 186 of the Companies Act 2013. In addition, all transactions must be conducted on arm’s length terms and the auditor must be properly disclosed to comply with this point.
• Documentary evidence is required to support any loans or advances that were due during the year and were renewed or extended, and any new loans made to offset outstanding existing loans.
• The financial statements shall include specific information regarding the provision of loans payable on demand or without stipulations regarding the terms or period of repayment and the total amount of such loans.
• For transactions with promoters or related parties, a separate disclosure will be made following the provisions of Section 185 of the Companies Act 2013.

Details to be recorded by management in respect of deposits

• The auditor must have a list of amounts received in the course of business or for business along with Form DPT-3 to assess whether such amounts have become in like deposits under the Companies (Acceptance of Deposits) Rules.
• “Deemed Deposits” will also be reported under CARO along with deposits received under Reserve Bank of India guidelines and following Sections 73 to 76 of the Companies Act and its Rules, irrespective of whether the same is reported in DPT-3.
• Details of any order passed by NCLT or RBI or any other tribunal for violation of Sections 73 to 76 must also be disclosed.

Transactions undisclosed under the Income Tax Act, 1961

• Any order to assess tax on any transactions which are not recorded in the books of accounts but have been surrendered or disclosed as income in the tax assessments under the Act of 1961 during the year. The auditor is required to report the undisclosed assessed income in CARO, 2020.
• Such assessment may arise in particular as a result of a survey, search, and seizure provisions under the Income Tax Act, surrender, or disclosure under laws relating to Benami Properties or black money provisions.
• It is in the urgent interest of management to publishing all tax filings, and assessment orders where the Assessing Officer makes an addition to undisclosed income. All communications between management and the Income Tax Department where management has defended claims of undisclosed income should also be disclosed.

Details of late payments to Banks, Financial Institutions, or other Creditors

• The auditor’s scope was widened to report defaults by a corporate debtor to “any creditor”, not just a financial institution, bank, government, or obligations to bondholders. Even a one-day delay in repaying the loan/interest will be considered “Delayed”. If there is any delay for any part of the year, the auditor will report it.
• All communications with creditors starting with penalty terms, fee creation agreements, repayment schedules, evidence of end use of money, balance confirmations with creditors, reminders, if any, and other legal correspondence regarding late payment must be submitted to the auditor.
• Any request for rescheduling/restructuring of loan proposals submitted to the negotiating financial lender will also be available to the auditor to form an opinion.

Details of the fraud committed against the Company

• The company must have a whistleblower policy in place and any complaints received must be addressed and the same should be provided to the auditors for further consideration.
• Details of any legal action taken against the accused along with any legal correspondence must also be provided.

Details of the Internal Audit System and Reports

• System operating procedures (SOPs) and internal audit control points must be appropriate to the nature and size of the business.
• The scope of the internal audit, the internal audit reports, and the internal auditor’s approach to deriving its findings, and management’s approach to addressing such gaps (if any) must be provided to the statutory auditor.
• The minutes of the meetings of the board of directors and the audit committee after discussing the internal audit report, if any, are reviewed by the auditor.

Details regarding financial activities carried out without a valid Certificate of Registration (CoR)

• Management will evaluate financial income to total operating income and financial assets to total assets at regular intervals. If the ratio on both the ratios exceeds 50%, registration with the Reserve Bank of India (RBI) is required under section 45 (IA) of the Reserve Bank of India Act, 1934.
• Details of financial and leasing transactions with other group entities without a valid Certificate of Registration (CoR) must be disclosed to the auditor.
• Whether the company is a Core Investment Company (CIC) as defined in RBI regulations, if so, whether it continues to meet the CIC criteria and, in case the company is an exempt or unregistered CIC, whether it continues to meet such criteria.
• Whether the group has more than one CIC as part of the group, if so, indicates the number of CICs that are part of the group.

Disclosure of monetary losses incurred by the Company

• Management prepares a statement of cash flows that shows cash flows from operating activities, investing activities and financing activities.
• If the company incurs any monetary losses in the accounting year and/or in the immediately preceding financial year, this must be reported.

Details of the reasons for the previous Auditor’s Resignation

• Whether the statutory auditors have resigned during the year due to objections or concerns raised during their audit, the chain of communication will be made available to the current auditor in addition to a mere “no objection” letter from the previous auditor.
• How these issues are addressed and resolved by management will be communicated to the current auditor.

Details of the financial analysis of the company as of the date of the Financial Statements

• Management will provide financial indicators, aging analysis, and expected dates of realization of financial assets and payments of financial liabilities together with the board’s action plan to mitigate financial risks.
• The auditor assesses the action plan proposed by management; procedures carried out to mitigate the risk associated with the fulfillment of its obligations, to comment on the continuous existence of the company.

Details related to transfer of unspent CSR amount to Designated Fund

• In case of the unspent amount relating to ‘other than ongoing projects, this amount must be transferred to the fund listed in Schedule VII of the Companies Act within six months of the termination of the financial year, i.e. 30 September each year.
• Any minutes from the meetings of the CSR Committee and their action plan following the CSR policy are also assessed by the auditor.

Additional Material Information

• Details regarding qualification information or adverse company audit report should be included in the consolidated financial statements.
• The internal audit report will be issued concerning the applicability of Section 138 of the Companies Act 2013. However, the auditor is also required to report on internal controls to which Section 138 does not apply. In such cases, management must put in place SOPs, checklists, and checkpoints appropriate to the nature and size of their businesses.
• The assumption of the duration of the business must be supported by positive financial indicators and a plan for the future. A whistleblower policy must be designed and its effectiveness and efficiency must strengthen internal control.

These additional requirements must be compiled and standardized by March 2022.

Applicability of CARO 2020 

CARO 2020 applies to all statutory audits commencing on or after 1 April 2021, corresponding to the 2020-21 financial year. The order applies to all companies covered by CARO 2016. The order, therefore, applies to all companies except the following companies expressly excluded from its scope:

• One Person Company
• Small companies (companies with paid up capital less than or equal to Rs 50 lakh and with last reported turnover less than or equal to Rs 2 crore).
• Banking companies.
• Companies registered for charitable purposes (Section 8 Companies).
• Insurance Companies.

The following private companies are also exempted from the requirements of CARO, 2020:-

• Whose gross receipts or income (including income from discontinued operations) is less than or equal to Rs.10 crore in the financial year.
• Whose paid-up share capital plus reserves is less than or equal to Rs 1 crore as at the balance sheet date (i.e. generally at the termination of the financial year).
• It is not a holding company or a subsidiary of a publicly traded company.
• Whose borrowings are less than or equal to Rs 1 crore at any time during the financial year.

Final words

The CARO amendment introduced major changes that led to a strict and vigilant approach to the quality of auditor reporting. Primary importance was placed on the effectiveness and efficiency of internal controls, the assumption of continuity, whistleblower policies, and risk mitigation strategies adopted by management. “The cost of non-compliance is higher than the cost of compliance” – This is true for New India as the Indian economy continues to promote transparency by introducing additional governance measures.

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