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CARO, 2003-(As Amended by the CAROAmendment Order 2004)Aumbarish V Athreya, Chennai1 Text indicated in bold throughout the paper representamendments to CARO, 20031. Introduction & Basic StructureThe Ministry of Company Affairs (earlier knownas Department of Company Affairs) in June 2003issued the Companies (Auditor’s Report) Order,2003 (CARO, 2003), replacing the Manufacturingand Other Companies (Auditor’s Report), Order,1988. The CARO, 2003 introduced some newreporting requirements for the auditors in respectof certain critical issues on which the auditors werehitherto not required to report explicitly. Some ofthese critical issues are reporting on the end use ofthe funds raised by the company, utilization of shorttermfunds, physical verification of fixed assets,inventories etc.Subsequently on the 25th of November, 2004 theMinistry of Company Affairs, in exercise of thepowers conferred by sub-section (4A) of section 227of the Companies Act, 1956 (‘the Act’) and afterconsultation with the Institute of CharteredAccountants of India made certain amendments tothe principal Order issued on June 12, 2003. TheCARO 2003 as amended by theCARO(Amendment) Order 2004 (‘the Order’) shallcome into force on the date of the publication ofthe Amendment Order in the Official Gazette i.e.with effect from the 25th of November, 2004.Basic Structure of the OrderThe Order in its entirety comprises of 5 paragraphsand the relevance of each of them is as follow:Reference ParticularsParagraph 1 Short title, application andcommencementParagraph 2 DefinitionsParagraph 3 Auditor’s report to include mattersspecified in paragraphs 4 & 5Paragraph 4 Matters to be included in auditor’sreport (21 clauses)Paragraph 5 Reasons to be stated forunfavourable/qualified answers2. Applicability & Related Issues2.1 ApplicabilityThe Order shall apply to every company including

a foreign company as defined in section 591 of theAct, except the following:a Banking company as defined in clause(c) ofsection 5 of the Banking Regulation Act, 1949an insurance company as defined in clause (21)of section 2 of the Act;a company licensed to operate under section25 of the Act; anda private limited company with a paid-upcapital and reserves not more than rupees fiftylakh and which does not have loan outstandingexceeding rupees twenty five lakh from anybank or financial institution and does not havea turnover exceeding rupees five crore at anypoint of time during the financial year1 .(Note that the provision relating to acceptanceof public deposit by private limited company2which existed under CARO, 2003 has beendeleted under the amended Order. )2.2 Related issuesSome of the common issues relating to theapplicability of the Order are as follows:Applicability of the Order to companiescovered by Section 4(7) of the ActA private company being a subsidiary of abody corporate incorporated outside India ,which, if incorporated in India , would be apublic company within the meaning of theCompanies Act shall be deemed to besubsidiary of a public company if the entireshare capital in that private company is notheld by that body corporate whether alone ortogether with one or more body corporatesincorporated outside India. The Order wouldbe applicable to section 4(7) company thatfulfills the non-applicability criteria applicableto a private company. Hence, the Order wouldapply to all section 4(7) companies.Applicability to a Liaison Office of a foreigncompany:Liaison Office of a foreign body corporate isa foreign company under section 591 of theAct and hence the Order would apply to it.However, it is recogonised that a number ofclauses of the Order would not be applicableto such companies and the auditor should statethis fact in the report issued under the Order.

It may be noted that MAOCARO, 1988 wasnot applicable to a liaison office.Applicability of the Order to a Private LimitedCompany under the following circumstanceParticulars Paid-up Revaluation P&Lcapital Reserve DebitBalanceXYZ Rs. 20 Rs. 40 Rs. 15Pvt. Ltd. lakhs lakhs lakhsFor determining the applicability of the Order to aprivate limited company both capital as well asrevenue reserves should be taken into considerationwhile computing the limit of Rs. 50 lakh prescribedfor paid-up capital and reserves. Revaluationreserve, if any, should also be taken intoconsideration while determining the figure ofreserves for the limited purpose of determining theapplicability of the Order. The credit balance in theprofit and loss account should also be consideredas a part of the reserve since the balance in theaccount is available for general purposes likedeclaration of dividend. The debit balance of theprofit and loss account, if any, should be reducedfrom the figure of revenue reserves only. Therefore,in the instant case, the debit balance in the profitand loss account cannot be reduced from the paidupcapital and revaluation reserve (being nonrevenuein nature). Consequently, the Order wouldbe applicable to the private limited company.Miscellaneous expenditure to the extent not writtenoff should not be deducted from the figure of reservefor the purpose of computing the above limit.Applicability of the Order to a Private LimitedCompany under the following circumstanceParticulars Paid-up Turnover Cashcapital creditfacilityXYZ Rs. 40 Rs. 100 Rs. 27Pvt. Ltd. lakhs lakhs lakhsIn order to be exempted from the applicability ofthe Order, all the conditions stated in the Order mustbe satisfied simultaneously. Loans from banks orfinancial institutions are normally in the form ofterm loans, demand loans, export credits, workingcapital limits, cash credits, overdraft facilities, billpurchased or discounted. Outstanding balances ofsuch loans should be considered as loan outstandingfor the purpose of computing the limits of rupees

twenty five lakhs. Therefore, in the current case,the Order would be applicable to the private limitedcompany, if on any day during the financial yearconcerned; the amount outstanding in the cash creditfacility equals or exceeds Rs. 25 lakhs.3. Matters to be Included in the Auditor’sReport1.1 SummaryThere are 21 clauses under the Order which detailthe matters to be included in the auditor’s report inrespect of certain critical issues. They can be3grouped and analysed, as follows for better understanding:S. Clause Deals with FromNo. CARO, 20031 4 (i) (a) to (c) Fixed Assets No Change2 4(ii) (a) to (c) Inventory No Change3 4 (iii) (a) to (g) Loans given to/taken from section 301 parties Amended4 4 (iv) Internal control system Amended5 4(v) (a) to (b) Section 301 Contracts/Arrangements Amended6 4 (vi) Acceptance of Deposits from public Amended7 4 (vii) Internal Audit System No Change8 4 (viii) Maintenance of Cost Records No Change9 4 (ix) (a) to (b) Undisputed & Disputed Statutory Dues Amended10 4 (x) Incurrence of Cash Losses Amended11 4 (xi) Repayment of dues to a financial institution … No Change12 4 (xii) Records for loans and advances granted on security No Change13 4 (xiii)(a) to (d) Compliance with special statute for chit funds/nidhi … Amended14 4 (xiv) Records for dealing/trading in shares, securities … Amended15 4 (xv) Guarantee given for loan taken by others No Change16 4 (xvi) Application of Term Loans No Change17 4 (xvii) Utilisation of short-term funds Amended18 4 (xviii) Preferential allotment of shares to 301 parties No Change19 4 (xix) Creation of security / charge for debentures issued Amended20 4 (xx) Disclosure of end-use of money raised for public issuesby the management No change21 4(xxi) Fraud on / by the company No Change3.2 Brief description of the clauses:The auditor’s report on the account of a companyto which the Order applies shall include a statementon the following matters, namely:-1. Clauses 4 (i) (a) to (c) – Fixed AssetsMaintenance of proper records showingfull particulars, including quantitativedetails and situation of fixed assets;Physical verification of fixed assets bythe management at reasonable interval.If any material discrepancies were

noticed on such verification and the samehave not been properly dealt with in thebooks of accounts, then the same shouldbe reported.4If a substantial part of fixed assets havebeen disposed off during the year, then,had it affected the going concern shouldbe checked;2. Clauses 4 (ii) (a) to (c) – InventoryPhysical verification of inventory atreasonable intervals by the management;Reasonableness and adequacy of theprocedure of physical verification ofinventory followed by the management,if inadequate, the same should be reported.Maintenance of proper records ofinventory and whether any materialdiscrepancies were noticed on physicalverification and if so, whether the samehave been properly dealt with in thebooks of accounts;3. Clauses 4 (iii) (a) to (g); 4(v) (a) to (b); 4(xviii) – Section 301 related transactionsClause 4(iii) (a) to (g)(a) Has the company granted any loans,secured or unsecured to companies, firms orother parties covered in the register maintainedunder Section 301 of the Act. If so, the numberof parties and amounts involved in thetransactions to be disclosed andClause 4(v) (a) to (b)Clause 4(xviii)(Amended) (Amended) (No change)(a) whether the particularsof contracts orarrangements referred toin Section 301 of the Acthave been entered in theregister required to bemaintained under thatsection; andwhether the company hasmade any preferentialallotment of shares toparties and companiescovered in the Registermaintained under section301 of the Act and if so,

whether the price at whichshares have been issued isprejudicial to the interestof the company;(b) whether the rate of interest and other termsand conditions of loans given by the company,secured or unsecured, are prima facieprejudicial to the interest of the company; and(b) whether transactionsmade in pursuance of suchcontracts or arrangementshave been made at priceswhich are reasonablehaving regard to theprevailing market prices atthe relevant time.-(c) whether receipt of the principal amount andinterest are also regular; and;(d) if overdue amount is more than Rs. 1 lakh,whether reasonable steps have been taken bythe company for recovery of the principal andinterest;(e) has the company taken any loans, securedor unsecured from companies, firms, or otherparties covered in the register maintainedunder Section 301 of the Act. If so, give thenumber of parties and the amount involved inthe transactions; and- -- -- -54. Clause 4 (iv) – Internal Control SystemAdequacy of internal control systemcommensurate with the size of thecompany and the nature of its business,for the purchase of inventory and fixedassets and for the sale of goods andservices. Whether there is a continuingfailure to correct major weaknesses ininternal control system.5. Clause 4 (vi) - Acceptance of Deposits fromPublicCompliance with directives issued byRBI, the provisions of section 58A,58AA or any other relevant provisionof the Act and the rules framed there

under in cases where company hasaccepted deposits from public. If notcomplied, the nature of contraventionsshould be stated; if an order has beenpassed by the Company Law Board orNational Company Law Tribunal orReserve Bank of India or any Court orany other Tribunal, whether the samehas been complied with or not?6. Clause 4 (vii) - Internal Audit SystemIn the case of listed companies and/orother companies having a paid-up capitaland reserves > Rs. 50 lakhs as at the startof the financial year concerned, or havingan average annual turnover > Rs. 5 croresfor a period of three consecutive financialyears immediately preceding the yearconcerned, whether the company has aninternal audit system commensurate withits size and nature of business;7. Clause 4 (viii) –Maintenance of CostRecordsMaintenance of cost records andaccounts for companies where suchmaintenance has been prescribed by theCentral Government under clause (d) ofsub-section (1) of Section 209 of the Act,8. Clause 4 (ix) (a) to (b) - UndisputedStatutory Dues & Disputed DuesIs the company regular in depositingundisputed statutory dues includingProvident Fund, Investor Education andProtection Fund, Employee’s StateInsurance, Income-tax, Sales-tax, Wealthtax, Service Tax, Customs Duty, ExciseDuty, cess and any other statutory dueswith appropriate authorities and if not, theextent of the arrears of outstanding duesas at the last day of the financial yearconcerned for a period of more than 6months from the date they becamepayable.In case of dues of Income tax/Sales tax/Wealth tax/Service tax /Custom duty/Excise duty/cess have not been depositedon account of any dispute, then theamounts involved and the forum wheredispute is pending shall be mentioned.

(Note: a mere representation to theDepartment shall not constitute a dispute).Note that this sub-clause contains theexhaustive list of statutory dues and is notinclusive in nature.9. Clause 4 (x) – Incurrence of Cash LossesWhether in case of a company which hasbeen registered for a period of not lessClause 4(iii) (a) to (g) Clause 4(v) (a) to (b) Clause 4(xviii)(Amended) (Amended) (No change)(f) whether the rate of interest and other termsand conditions of loans taken by the company,secured or unsecured, are prima facieprejudicial to the interest of the company; and(g) whether payments of the principal amountand interest are also regular- -- -6than 5 years, its accumulated losses atthe end of the financial year are not lessthan 50% of its net worth and whether ithas incurred cash losses in such financialyear and in the immediately precedingfinancial year.10. Clause 4 (xi) – Repayment of Dues to aFinancial Institution…Whether the company has defaulted inrepayment of dues to a financialinstitution or bank or debenture holders?If yes, the period and amount of defaultto be reported;11. Clause 4 (xii) – Records for Loans andAdvances Granted on SecurityAdequacy of documents and recordsmaintained in cases where the companyhas granted loans and advances on thebasis of security by way of pledge ofshares, debentures and other securities;if inadequate, the deficiencies to bepointed out.12. Clause 4 (xiii) – Compliance with SpecialStatute for Chit Funds/Nidhi …Compliance of any special statute to chitfund, if applicable. In respect of nidhi/mutual benefit fund/societies:- whether the net-owned funds todeposit liability ratio is more than

1:20 as on the date of balance sheet;- whether the company has compliedwith the prudential norms onincome recognition andprovisioning against sub-standard/doubtful/loss assets;- whether the company has adequateprocedures for appraisal of creditproposals/requests, assessment ofcredit needs and repayment capacityof the borrowers;- whether the repayment schedule ofvarious loans granted by the nidhiis based on repayment capacity ofthe borrower and would beconducive to recovery of the loanamount.13. Clause 4 (xiv) – Records for Dealing/Trading in Shares, Securities …For companies dealing or trading in shares,securities, debentures and otherinvestments, whether proper records havebeen maintained of the transactions andcontracts, timely updation have beenmade therein; also whether the shares,securities, debentures and otherinvestments have been held by thecompany, in its own name, except to theextent of exemption, if any, granted underSection 49 of the Act.14. Clause 4 (xv) – Guarantee Given for LoanTaken by OthersWhether the company has given anyguarantee for loans taken by others frombank or financial institutions, the termsand conditions whereof are prejudicial tothe interest of the company.15. Clause 4 (xvi) – Application of Term LoansWhether term loans were applied for thepurpose for which the loans wereobtained.16. Clause 4 (xvii) – Utilisation of Short-TermFundsWhether the funds raised on short-termbasis have been used for long-terminvestment and vice versa. If yes, thenature and amount to be indicated.17. Clause 4 (xix) – Creation of Security / Charge

for Debentures IssuedWhether security or charge has beencreated in respect of debentures issued.18. Clause 4 (xx) – Disclosure of End-Use ofMoney Raised for Public Issues by theManagement.Whether the management has disclosedthe end use of money raised by publicissue and the same has been verified.719. Clause 4 (xxi) – Fraud on/by the CompanyWhether any fraud on or by the companyhas been noticed or reported during theyear, if yes, the nature and the amountinvolved is to be indicated.4. Key issues in certain clauses of the OrderWhat is ‘Statutory Due’ for the purposeof clause 4 (ix)?Any sum, which is to be regularly paidto an appropriate authority under a statute(whether Central, State or Local)applicable to the company, should beconsidered as a ‘statutory due’ for thepurpose of this clause. Some indicativelist of statutory and non-statutory duesis as follows:Particulars Statutory DueBonus Payable under thePayment of Bonus Act, 1965 NoTurnover fees payable to SEBIby brokers YesPenalty/interest on service tax YesGratuity liability under thePayment of Gratuity Actnot funded by the Company NoAdvance Tax YesElectricity dues payable undera statute NoWhether tax deducted at source is a statutorydue for the purpose of reporting under clause4(ix) of the OrderAs per paragraph 60 (c) of the Statement onCARO (‘the statement’), any sum, which is tobe regularly paid to an appropriate authorityunder a statue (whether Central, State or Local)applicable to the company, should beconsidered as a ‘statutory due’ for the purposeof this clause, which include municipal taxes,

electricity bills, taxes deducted at source etc.Hence TDS stands clearly covered by theclause.Does non-payment of advance income taxconstitute default in payment of statutory duesreportable under clause 4(ix) (a)Non-payment of advance income tax wouldconstitute default in payment of statutory dues.However, it may happen that the companymight not have any taxable income at the duedates on which advance tax is required to bepaid. If subsequently, the company has incomeafter the last date on which the tax wasrequired to be paid and consequently thecompany incurs interest under Section 234 ofthe Income Tax Act, 1961, it should not beconstrued that the company is not regular indepositing advance tax.What does the term ‘regular’ as used in clause4(ix) (a) mean? If a company is makingpayments of TDS, PF etc., but within a delayof one or two days, can the company be saidto be regular in depositing statutory dues?The word ‘regular’ means within due dates. Ifa company is not depositing the TDS, PF etc.on or before the due date, the company cannotbe said to regular in depositing statutory dues.In this regard, the Statement states that whilstthe auditor has to report upon the regularityof the deposit, he is not required to specify indetail each instance where there has been adelay or the extent of delay. It should besufficient if he indicates whether generally thedeposits have been regular or otherwise.Whether TDS not deducted and not recognisedin the books of account can be treated by theauditor as being payable and accordinglyreported under clause 4(ix) (a)?The clause requires the auditor to comment onthe regularity of the payment of statutory dues.The auditor should examine whether the taxesthat were supposed to be deducted at sourcehave been so deducted and paid to theGovernment within the times specified. It may,however, be noted that the test nature of auditmakes it impracticable for the auditor to detectall such non-compliances. The auditor isexpected to be vigilant in this regard. Thus in

case the company has not provided forstatutory dues payable, for example, TDS not8deducted and not recognised in the books ofaccount should be treated by the auditor asbeing payable and accordingly reported underthis clause.Whether materiality considerations wouldaffect reporting under clause 4(ix)(b)[Disputed Dues]The clause specifically requires the auditor tomention the disputed amounts. Therefore, evenminor amounts would be required to bereported under this clause. The amounts shouldbe reported in a manner so that the reader isable to understand the dispute and amountinvolved therein.How is the term ‘disputed dues’ defined?The amounts involved in cases where adifference of opinion between the relevantdepartments exists and the company should beconsidered as ‘disputed dues’. As per theStatement, it is clarified that mererepresentation to the concerned Departmentdoes not constitute dispute. According to theOrder, it is necessary that there should be anappeal before the relevant appellate authority.It is, however, reiterated that where anapplication for rectification of mistake hasbeen made by the company, the amount shouldbe regarded as disputed. Also clarified thatissuance of show cause notices by theconcerned departments should not beconstrued to be a demand payable by thecompany.How to comply with reporting requirementsunder clause 4(xvii) in a practical situation[Short-term funds used for long terminvestment]The procedure to be adopted by the auditorfor the purpose of this clause would beprimarily restricted to the data given in thefinancial statements of the company. Theauditor should determine the long-term sourcesand the long-term application of funds by acompany by using the data in the financialstatements. If the quantum of long-term fundsof a company is not significantly different from

the long-term application of funds, it is anindication that the long-term assets of thecompany are financed from long-term sources.However, if the quantum of long-term fundsis significantly less than the long-termapplication of funds, it is an indicator thatshort-term funds have been used to financelong-term assets of the company. Thedifference between the figures of long-termfunds and long-term assets of the companyindicate the extent to which short-term fundshave been used to finance long-term funds andlong-term assets of the company.The evaluation of short-term funds used forlong-term investments should it be done forthe period or as at position?The clause requires commenting upon‘whether the funds raised on short-term basishave been used for long-term investment’.Since the evaluation needs to be done for theusage of funds it would be logical to evaluate‘for the period’ rather than ‘as at a date’.Will issue of ESOPs by companies beconsidered as preferential allotment for thepurpose of clause 4(xviii)?The term ‘preferential allotment’ is not definedunder the Act. It may also be noted that theclause requires the auditor to report on thepreferential allotment only in the case of sharesissued by the company and not on preferentialallotment of other securities issued. The term‘shares’ includes both equity and preferenceshares. For the purpose of this clause,preferential allotment of shares would meanan allotment of shares to parties and companiescovered in the register maintained undersection 301 of the Act in preference to others.The preference can be with regard to the priceor other terms and conditions associated withthe allotment.It should be noted that as per ESOP is coveredunder SEBI (Employees Stock Option Schemeand Employee Stock Purchase Scheme)Guidelines, 1999 and not covered under thepreferential issue guideline of SEBI (SecuritiesExchange Board of India). This implies that incase of listed companies ESOPs do not fall9

under present clause. It cannot be a logicalcase that though ESOPs issued by listedcompany are not covered in this clause, theywould be so covered of an unlisted companyor a private company.It should be borne in mind that this clause isaimed at preferential allotment of shares toparties in which directors are interested onterms that are prejudicial from the point ofview of the company.5. Other reporting requirementWhere in the auditor’s report, the response to anyof the questions in respect of the 21 clauses detailedin paragraph 4 of the Order is unfavourable orqualified; the auditor’s report shall also state thereasons for such unfavourable or qualified answer,as the case may be. Where the auditor is unable toexpress any opinion in answer to a particularquestion, his report shall indicate such fact togetherwith the reasons as to why it is not possible to givean answer to those question(s).6. ConclusionThe objective of the Order is to bring out a betterunderstanding to the readers of the financialstatements and hence while reporting under theclause should be governed by their substance andnot merely by the legal form.COMPANIES (AUDITOR’S REPORT) ORDER, 2003 – as amended by CARO (Amendment)Order, 2004CHECKLISTYes NoLegal Structure of the Entity1. Is the entity a body corporate that is not a company?2. Is the entity a banking or insurance company?3. Is the company licensed to operate under Section 25 of the Act?If any of the answers to the above questions is ‘yes’, CARO is not applicable.Yes NoIf entity is a private limited company1. Is paid up capital and reserves less than or equal to 50 lakh rupees, at anypoint of time during the year?2. Whether the Company does not have loan outstanding exceeding 25 lakhrupees from any bank or financial institution, at any point of time duringthe year?3. Whether turnover* is less than or equal to 5 crore rupees at any point oftime during the year?*Turnover is net of Sales tax & Excise duty if credited to separate accounts, trade discounts and sales

returnsIf answers to all the questions above are ‘yes’, CARO is not applicable.10If CARO is applicable:Clause Yes No N/ANo inPara 4(i) (a) 1. Whether the company is maintaining proper recordsshowing full particulars, including quantitative details andsituation of fixed assets?(i) (b) 2. Whether these fixed assets have been physically verifiedby the management at reasonable intervals?3. Were the discrepancies noticed on such physicalverification material?4. Where material discrepancies were noticed, have thesebeen properly dealt with in the books of account?(i) (c) 5. If substantial part of fixed assets have been disposed offduring the year, whether going concern assumption hasremained unaffected?(ii)(a) 6. Whether physical verification of inventory has beenconducted at reasonable intervals by the management?(ii)(b) 7. Are the procedures of physical verification of inventoryfollowed by the management reasonable and adequate inrelation to the size of the company and the nature of itsbusiness?8. If the procedures of physical verification of inventoryfollowed by the management are not reasonable andadequate in relation to the size of the company and thenature of its business, whether the inadequacies in suchprocedures have been reported?(ii)(c) 9. Whether the Company is maintaining proper records ofinventory?10. Were discrepancies noticed on physical verificationmaterial?11. Where material discrepancies were noticed, have thesebeen properly dealt with in the books of account?(iii)(a) 12. If the company has granted any loans, secured or unsecuredto companies, firms or other parties covered in the registermaintained under section 301, whether number of partiesand the amount involved in the transactions reported?(iii)(b) 13. If loans are granted as reported in above clause, are therate of interest and other terms and conditions of such11loans prima facie not prejudicial to the interest of thecompany?(iii)(c) 14. Whether receipt of the principal amount and interestthereon are also regular?(iii)(d) 15. If overdue amount is more than 1 lakh, has the company

taken reasonable steps for recovery of the principal andinterest?(iii)(e) 16. If the company has taken any loans, secured or unsecuredfrom companies, firms or other parties covered in theregister maintained under section 301, whether numberof parties and the amount involved in the transactionsreported?(iii)(f) 17. If loans are taken as reported in above clause, are the rateof interest and other terms and conditions of such loansprima facie not prejudicial to the interest of the company?(iii)(g) 18. Whether payment of the principal amount and interestthereon are also regular?(iv) 19. Is there an adequate internal control system commensuratewith the size of the company and the nature of its business,for the purpose of inventory and fixed assets and for thesale of goods and services? Whether there is a continuingfailure to correct major weaknesses in internal controlsystem?(v)(a) 20. Are the particulars of contracts or arrangements referredto in section 301 of the Act have been entered in the registerrequired to be maintained under that section?21. Whether transactions made in pursuance of such contractsor arrangements have been made at prices which arereasonable having regard to prevailing market prices atthe relevant time?.(vi) 22. In case the Company has accepted deposits from the public,whether the directives issued by the Reserve Bank of Indiaand the provisions of sections 58A, 58AA or any otherrelevant provisions of the Companies Act, 1956 and rulesframed there under, where applicable, have been compliedwith?23. If not complied with, has the nature of contraventions beenstated?Clause Yes No N/ANo inPara 41224. If an order has been passed by Company Law Board orNational Company Law Tribunal or Reserve Bank of Indiaor any Court or any other Tribunal, whether the same hasbeen complied with?(vii) 25. Whether the Company has an internal audit systemcommensurate with its size and nature of its business,where the Company is listed and / or if not listed, paid upcapital and reserves exceed Rs. 50 lakhs as at thecommencement of the financial year concerned, or averageannual turnover for a period of three consecutive financialyears immediately preceding the financial year concerned

exceeds Rs. 5 crores?(viii) 26. Has the Company made and maintained cost accounts andrecords where maintenance of cost records has beenprescribed by the Central Government under section209(1)(d) of the Companies Act, 1956?(ix)(a) 27. Is the company regular in depositing undisputed statutorydues including Provident Fund, Investor Education andProtection Fund, Employees’ State Insurance, Income-tax,Sales-tax, Wealth tax, Service tax, Custom Duty, ExciseDuty, cess and any other statutory dues with the appropriateauthorities?28. If the Company is not regular in depositing undisputedstatutory dues as mentioned in above clause, whether theextent of the arrears of outstanding statutory dues at thebalance sheet date for a period of more than 6 months fromthe date they become payable are indicated?(ix)(b) 29. If the company has any outstanding dues of income-tax,wealth-tax, service tax, sales-tax, customs duty, excise dutyand cess on account of any dispute, whether the amountsinvolved and the forum where dispute is pendingreported?(A mere representation to the Department shallnot constitute a dispute).(x) 30. If the Company has been registered for a period not lessthan 5 years, whether its accumulated losses at the end ofthe financial year are not less than 50% of its net worthand whether it has not incurred cash losses in currentfinancial year and in the immediately preceding financialyear?Clause Yes No N/ANo inPara 413(xi) 31. Whether the Company has repaid dues to a financialinstitution or bank or debenture holders without anydefault?32. If the Company has defaulted in repayment of dues to afinancial institution or bank or debenture holders, whetherthe period and amount of default reported?(xii) 33. Are adequate documents and records maintained wherethe company has granted loans and advances on the basisof security by way of pledge of shares, debentures andother securities?34. If adequate documents and records are not maintained asspecified in above clause, whether the deficiencies arepointed out in our report?(xiii) 35. Have the provisions of any special statute applicable tochit fund been duly complied with?(xiii)(a) 36. If the Company is nidhi / mutual benefit fund / society,

whether the net-owned funds to deposit liability ratio ismore than 1:20 as on the date of balance sheet?(xiii)(b) 37. If the Company is nidhi / mutual benefit fund / society,whether the Company has complied with the prudentialnorms on income recognition and provisioning against substandard/ doubtful / loss assets?(xiii)(c) 38. If the Company is nidhi / mutual benefit fund / society,whether the Company has adequate procedures forappraisal of credit proposals / requests, assessment ofcredit needs and repayment capacity of the borrowers?(xiii)(d) 39. If the Company is nidhi / mutual benefit fund / society,whether the repayment schedule of various loans grantedby the nidhi is based on the repayment capacity of theborrowers?(xiv) 40. Where the company is dealing or trading in shares,securities, debentures and other investments, have properrecords of the transactions and contracts been maintained?41. Whether timely entries been made therein?42. Whether the company held shares, securities, debenturesand other investments in its own name except to the extentClause Yes No N/ANo inPara 414of the exemption, if any, granted under section 49 of theCompanies Act, 1956?(xv) 43. If the Company has given any guarantee for loans takenby others from bank or financial institutions, whether theterms and conditions thereof are not prejudicial to theinterest of the Company?(xvi) 44. Whether term loans were applied for the purpose for whichthe loans were obtained?(xvii) 45. Whether the funds raised on short-term basis have not beenused for long-term investment?46. If the funds raised on short-term basis have been used forlong term investment, whether the nature and amount isindicated?(xviii) 47. Whether the Company has made any preferential allotmentof shares to parties and companies covered in the registermaintained under section 301 of the Act?48. If the Company has made any preferential allotment ofshares to parties and companies covered in the registermaintained under section 301 of the Act, whether the priceat which shares have been issued is not prejudicial to theinterest of the Company?(xix) 49. Whether securities or charge has been created in respectof debentures issued?(xx) 50. Whether the management has disclosed on the end use of

money raised by public issues and the same has beenverified?(xxi) 51. Whether no fraud on or by the Company has been noticedor reported during the year?52. If any fraud on or by the Company has been noticed orreported during the year, whether the nature and amountinvolved is indicated?Clause Yes No N/ANo inPara 4************